We have audited the accompanying Standalone financial statements of KETO MOTORS LIMITED (Formerly Known as TAAZA International Limited)('the Company'), which comprise the balance sheet as at 31st March 2026 and the statement of profit and loss for the Period ended (including other comprehensive income), statement of changes in equity and statement of cash flows for the year ended, and notes to the Standalone financial statements, including material accounting policies and other explanatory information. (hereinafter referred as “the Standalone financial statements”),
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026, and its profit and other
comprehensive loss, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone financial statements section of our report . We ar e independent o f the Com pany in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone financial statements of the current period. These matters were addressed in the context of our audit of the Standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
|
Implementation of the NCLT-approved Resolution Plan and consequential restructuring of the Company
|
|
The Key Audit Matter
|
How the Key Audit Matter was addressed in our audit
|
|
We draw attention to the implementation of the Resolution Plan approved by the Hon'ble National Company Law Tribunal (“NCLT”) vide its order dated 12 June 2025 in IA (Plan) 6 of 2025 in CP (IB) No. 1/7/HDB/2024 (“NCLT Order”). Pursuant to the NCLT
|
Our audit procedures in respect of this matter included, among others, the following:
• We obtained and read the Resolution Plan approved by the Hon'ble NCLT and the NCLT Order dated 12 June 2025 and evaluated the key terms and conditions relevant to the Standalone financial statements.
• We evaluated the accounting treatment adopted by the Company for implementation of the approved
|
|
Order, the Company has given
|
Resolution Plan and the consequential
|
|
effect to the approved Resolution
|
restructuring/merger with reference to the applicable
|
|
Plan and the consequential
|
Indian Accounting Standards, the Companies Act,
|
|
merger/restructuring in its financial
|
2013 and other relevant regulatory requirements.
|
|
results for the quarter and year
|
• We verified the consequential accounting entries and
|
|
ended 31 March 2026. During the
|
adjustments recorded in the books of account pursuant
|
|
year, the Company completed
|
to implementation of the NCLT Order and assessed
|
|
consequential procedural compliances,
|
whether the resulting balances were appropriately
|
|
including transfer/ allotment of shares, recording of changes in ownership and other statutory compliances under the Companies Act, 2013
|
recognised and presented in the Standalone financial statements.
• We examined supporting documents relating to the
|
|
and other applicable laws.
|
transfer/allotment of shares, changes in ownership and other consequential statutory compliances and
|
|
The implementation of the NCLT-
|
reconciled the relevant information with the accounting
|
|
approved Resolution Plan involved
|
records and disclosures in the Standalone financial
|
|
significant accounting and
|
statements.
|
|
reporting considerations, including determination and recognition of
|
• We evaluated the basis adopted by management for
|
|
the effects of the restructuring/merger,
|
preparation and presentation of the financial
|
|
changes in the composition of the
|
information of the restructured entity and assessed the
|
|
reporting entity and presentation
|
appropriateness of the presentation of comparative
|
|
of the resulting financial information.
|
figures in the context of the change in the composition
|
|
Further, the financial results for the
|
of the reporting entity.
|
|
year ended 31 March 2026 reflect
|
• We assessed the adequacy and appropriateness of
|
|
the restructured entity following
|
the disclosures made in the Standalone financial
|
|
implementation of the NCLT Order,
|
statements regarding the NCLT Order, implementation
|
|
whereas the corresponding
|
of the Resolution Plan, restructuring/merger and the
|
|
comparative financial information
|
resulting non-comparability of the current period
|
|
represents the pre-restructuring/
|
figures with the corresponding previous period
|
|
pre-merger entity. Consequently,
|
figures.
|
|
the current period figures are not directly comparable with the
|
• We also considered the appropriateness of the related disclosures in the context of the overall
|
|
corresponding previous period figures.
|
presentation of the Standalone financial statements and the requirements of the applicable financial
|
|
We considered this matter to be a key audit matter because of the magnitude and significance of the restructuring, the complexity involved in giving effect to the NCLT-approved Resolution Plan, the consequential changes in the reporting entity and the significant impact on the presentation and comparability of the financial information.
|
reporting framework.
|
| |
| |
|
Provision for Warranty (Refer Note-2.21)
|
|
The key audit matter
|
How the matter was addressed in our audit
|
|
The Company provides standard manufacturer warranties on vehicles and battery packs, including separate battery-specific warranties covering capacity retention and degradation thresholds. The warranty periods for battery packs are generally longer than those applicable to conventional internal combustion engine (“ICE”) vehicles and may extend up to 8 years or specified mileage limits, such as 80,000-160,000 kilometres, as stipulated in the applicable warranty terms.
The Company recognises a provision for warranty-related costs when the related revenue is recognised. The determination of the warranty provision involves significant management judgement and estimation, particularly in respect of the expected frequency and cost of warranty claims, historical warranty claim trends, field-failure data, battery degradation patterns, expected future failure rates and the estimated expenditure required to settle warranty claims over the applicable warranty period. Given the relatively long duration of battery warranties and the evolving nature of battery technology and field-performance data, actual warranty costs may differ significantly from the estimates used in determining the provision.
The warranty provision is reviewed at each reporting date and revised
|
Our audit procedures in respect of this matter included,
among others, the following:
• We obtained an understanding of the Company's processes and controls relating to the identification, estimation, recognition and review of warranty obligations.
• We evaluated the Company's accounting policy for warranty provisions and assessed its compliance with the applicable requirements of the Indian Accounting Standards.
• We obtained and reviewed the Company's warranty terms and conditions for vehicles and battery packs, including the applicable warranty periods, mileage limits and battery capacity/degradation thresholds.
• We evaluated the methodology adopted by management for determining the warranty provision, including the assumptions relating to expected claim rates, failure patterns, repair/replacement costs and the expected timing of warranty claims.
• We compared historical warranty provisions with actual warranty claims and expenditure incurred to assess the accuracy of management's estimation process and the reliability of historical claim trends used in determining the provision.
• We examined historical field-failure data and available information relating to battery performance and degradation to assess the reasonableness of the assumptions used in estimating future battery-related warranty claims.
• We performed substantive testing of warranty claims and related expenditure incurred during the year and subsequent to the reporting date, where applicable, to assess whether such information provided evidence regarding the adequacy of the warranty provision recognised at the reporting date.
• We assessed the reasonableness of the estimated costs of warranty claims by comparing them with historical repair/replacement costs and other relevant supporting information.
|
|
to reflect the latest available
|
• We evaluated management's assessment of the
|
|
information and management's
|
adequacy of the warranty provision as at the
|
|
updated estimates.
|
reporting date and considered whether the provision
|
|
We considered the estimation of
|
had been appropriately updated for the latest
|
|
warranty provisions to be a key audit matter because of the
|
available warranty claim experience and field- performance information.
|
|
magnitude of the provision and the
|
• We assessed the adequacy of the related disclosures
|
|
significant degree of management
|
in the Standalone financial statements, including the
|
|
judgement and estimation
|
nature of the warranty obligations and the significant
|
|
uncertainty involved in determining
|
judgements and estimation uncertainty involved in
|
|
the expected future warranty costs, particularly in relation to battery packs and their longer warranty periods.
|
determining the warranty provision.
|
Emphasis of Matter Paragraph:
• We draw your attention to Note No: 12 in the Standalone financial statements regarding Resolution Plan approved by the Hon'ble National Company Law Tribunal (NCLT) Pursuant to the Order of the Hon'ble National Company Law Tribunal (“NCLT”) approving the Resolution Plan dated 12 June 2025 vide IA (Plan) No. 6 of 2025 in CP (IB) No. 1/7/HDB/2024 (“NCLT Order”), the Company has given effect to the approved merger and the terms of the Resolution Plan. Accordingly, during the year, the Company has restructured its share capital by way of reduction of the existing equity shares and allotment of new equity shares to the Successful Resolution Applicant(s), Strategic Investors and by way of allotment pursuant to the acquisition/merger of KETO Motors Limited, in accordance with the terms of the approved Resolution Plan and the NCLT Order under the Insolvency and Bankruptcy Code, 2016, the Company has, during the year, increased / adjusted its authorised and paid-up equity share capital by way of reduction existing equity shares, allotment of new equity shares to the Successful Resolution Applicant(s), Stratagic Investors and allotment in leiu
acquisiton of KETO Motors Limited in accordance with the terms of the approved Resolution Plan.
Other Information
The Company's Management and Board of Directors are responsible for the other information. The other information comprises the information included in the annual report but does not include the Standalone financial statements and auditor's report thereon. The annual report is expected to be made available to us after the date of this auditor's report.
Our opinion on the Standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the Standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those
charged with governance and take necessary actions, as applicable under the relevant laws and regulations.
Management's and Board of Directors' Responsibilities for the Standalone financial statements
The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes inequity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section133 of the Act. The respective Management and Board of Directors of the Company are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone financial statements, the respective Management and Board of Directors are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Standalone financial statements
Our objectives are to obtain reasonable assurance about whether the Standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
0 Identify and assess the risks of material misstatement of the Standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
0 Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
0 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
0 Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
0 Evaluate the overall presentation, structure and content of the Standalone financial statements, including the disclosures, and whether the Standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
The corresponding figures, including the financial position and financial performance, as at and for the year ended 31 March 2025 included in these Standalone financial statements relate solely to Taaza International Limited and do not include the financial position and financial performance of KETO Motors Private Limited, pursuant to the restructuring/ merger implemented during the current financial year. Accordingly, the corresponding figures for the previous year are not comparable with the figures for the current year.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure — A statement on the matters specified in the Order, to the extent applicable.
2. A. As required by Section 143 (3) of the Act,
we report that:
a) We have sought and obtained all the information and explanations which
to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
c) The balance sheet and the statement of profit and loss (including other comprehensive income), the changes in equity and the cash flow statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31 March 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 01 April 2026 and 28 May 2026 taken on record by the respective Board of Directors is disqualified as on 31 March 2026 from being appointed as a director in terms of Section 164 (2) of the Act.
f) the modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(A)(b) above on reporting under Section 143(3) (b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
a) With respect to the adequacy of the internal financial controls with reference to Standalone financial statements of the Company incorporated in India and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
B. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act:
In our opinion, and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197of the Act. The remuneration paid to any director by the Company is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.
C. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations as at 31 March 2026 on its financial position in its Standalone financial statements - Refer Note 28 to the Standalone financial statements.
ii. The Company did not have any long¬ term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
a. Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(is), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
b. Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries, and
c. Based on the audit procedures that have been considered reasonable a n d a p p r o p r i a t e i n t h e circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.
v. The company has neither declared nor paid any dividend during the year as per Section 123 of the Act.
vi. Based on our examination, which included test checks, the Company has used accounting software's for maintaining its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software's. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.
For BOPPUDI & ASSOCIATES.,
Chartered Accountants
Firm Regn No. 0502S
B Appa Rao
Partner
Membership No. 028341 UDIN: 26028341LDBFTY2378
Date: 28.05.2026 Place: Hyderabad
|