We have audited the accompanying standalone financial
statements of KRN Heat Exchanger and Refrigeration Limited.
(Formerly known as KRN Heat Exchanger and Refrigeration
Private Limited) ("the Company”), which comprise the balance
sheet as at 31st March, 2025 and the statement of Profit and
Loss (including other comprehensive income), and statement
of change in equity and statement of cash flows for the year
ended 31st March, 2025 and notes to the financial statements,
including a summary of material accounting policies and other
explanatory information.
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, as amended ("the act”) in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under Section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, and other accounting principles generally
accepted in India, of the state of affairs of the Company as at
31st March, 2025, its Profit or Loss and total comprehensive
income (including other comprehensive income), the changes
in equity and its cash flows for the year ended on 31st March,
2025.
Basis for Opinion
We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013. Our responsibilities under those Standards are further
described in the 'Auditor's Responsibilities for the Audit of the
Standalone Financial Statements' section of our report. We are
independent of the Company 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 financial statements under the provisions of the
Companies Act, 2013 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 for the financial year ended
31st March, 2025. 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 and there is no Key Audit
Matters which need to be reported.
Information Other than the financial statements
and Auditor's report thereon
The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion and Analysis, Board's Report including Annexures
to Board's Report, Business Responsibility Report, Corporate
Governance and Shareholder's Information, but does not
include the standalone financial statements and our auditor's
report thereon.
Our opinion on the standalone financial statements does not
cover the other information and we do 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
and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained during the course of our audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in
this regard.
Responsibility of Management for Standalone
Financial Statements
The Company's Board of Directors is 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 financial position, financial
performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance
with the Ind AS and other accounting principles generally
accepted in India, including the accounting Standards specified
under section 133 of the Act. This responsibility also includes
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
statement 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, management
is responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so
The Board of Directors are also responsible for overseeing the
Company's financial reporting process.
Auditor's Responsibilities for the Audit of the
Standalone Financial Statements
Our objectives are to obtain reasonable assurance about
whether the financial standalone 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:
• 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.
• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company has
adequate internal financial controls system with reference
to financial statements in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
• 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 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.
• Evaluate the overall presentation, structure and content
of the 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
for the year ended 31st March, 2025 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.
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 the 'Annexure A' a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.
2. 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;
(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive Income,
the Cash Flow Statement and statement of changes in
equity 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 Indian Accounting Standards
specified under Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rule, 2015 as amended;
(e) On the basis of the written representations received from
the directors as on 31st March, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as
on 31st March, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial
controls with reference to these standalone financial
statements and the operating effectiveness of such
controls, refer to our separate Report in "Annexure B” to this
report;
(g) 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, as amended
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 on its financial position in its standalone
financial statements - Refer note 33 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) The management has represented that, to the best of
its knowledge and belief, as disclosed in note 40 to the
standalone financial statements, 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 persons or
entities, including foreign entities ("Intermediaries”),
with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever ("Ultimate
Beneficiaries”) by or on behalf of the Company or
• Provide any guarantee, security or the like to or on
behalf of the Ultimate Beneficiaries.
(b) The management has represented, that, to the best of
its knowledge and belief, as disclosed in note 40 to the
standalone financial statements, no funds have been
received by the Company from any persons or entities,
including foreign entities ("Funding Parties”), with the
understanding, whether recorded in writing or otherwise,
that the Company shall:
• directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever ("Ultimate
Beneficiaries”) by or on behalf of the Funding Party or
• Provide any guarantee, security or the like from or on
behalf of the Ultimate Beneficiaries.
(c) Based on such audit procedures as considered reasonable
and appropriate in the 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 (a) and (b) above, contain any material
misstatements.
iv. There has no dividend declared or paid during the year
ended 31st March, 2025 by the Company, since compliance
under section 123 of the companies Act, 2013 is not
applicable to the company.
(h) 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 197 of the Act.
The remuneration paid to any director 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.
(i) Based on our examination which included test checks, the
Company has used accounting software for maintaining
its books of account for the year ended 31st March, 2025
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. Further,
during the course of our audit we did not come across
any instance of audit trail feature being tampered with in
respect of the accounting software.
For Keyur Shah S Co.
Chartered Accountants
FRN.: 141173W
Keyur Shah
Proprietor
Membership No.: 153774
UDIN : 25153774BMIOKE9962
Date: 12th May, 2025
Place: Ahmedabad
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