We have audited the accompanying standalone financial statements of BKV Industries Limited (the "Company"), which comprise theBalance Sheet as at 31- March 2025 and the Statement of Profit and Loss (including the statement Other Comprehensive Income), theStatement of Changes in Equity and the Statement of Cash Flow for the year then ended, and notes to the standalone financialstatements including a summary of significant 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 afore said standalone financialstatements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fairview in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules, 2015, (Ind AS") and other accounting principles generally accepted in India, of the state of affairs of theCompany as at 31- March 2025 and its profit, total comprehensive profit, the changes in equity and its cash flows for the year ended onthat date.
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified undersection 143 (10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibility forthe Audit of the Standalone Financial Statements of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to ouraudit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled ourother ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidenceobtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Key AuditMaters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financialstatements for the financial year ended 31-March 2025. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled theresponsibilities described in the auditors' responsibilities for the audit of the standalone financial statements section of our report,including the relation to these matters. Accordingly, our audit included the performance of the procedures designed to respond toour assessment of the risk of material misstatements of the standalone financial statements. The results of our audit procedures,including the procedures performed to address the matters below, provide the basis for our audit opinion, on the accompanyingstandalone financial statements.
Our audit procedures, among others, included the following obtained and evaluated management's assessment of the Company'sability to continue as a going concern for at least twelve months from the balance sheet date.
Reviewed the financial projections viz, the Lease Income receipt, tested the key assumptions and compared them with historicalperformance and available external data. Verified financing arrangements including Interest Free Loan(s) being received from theManaging Director in the past and commitments. Assessed the adequacy of the disclosures made in the financial statementsregarding the going concern basis of accounting. Considered the potential impact of internal and external events (e.g., regulatorychanges, economic environment) on the entity's ability to continue operations.
Based on our procedures, we found the management's assessment of going concern to be reasonable. We did not identify anymaterial uncertainty that may cast significant doubt on the Company's ability to continue as a going concern, and accordingly, the useof the going concern basis of accounting in the preparation of the financial statements is appropriate.
The Company's Board of Directors is responsible for the other information. The other information comprises the informationincluded in the Annual Report, but does not included in the standalone financial statements and our auditors report thereon. Ouropinion on the standalone Ind AS financial statements does not cover the other information and does not express any form ofassurance conclusions there on.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doingso, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this Auditors Report weconclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing toreport in this regard.
The Company's Board of Directors is responsible for the matters stated in section 134 (5) of the Act with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financial position, financial performance includingcomprehensive income (Profit), changes in equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. Read with thecompanies (Indian Accounting Standards) Rules 2015, as amended. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgements andestimates 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 preparationand 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, management and Board of Directors are responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternativebut to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the stand alone Ind AS financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or inthe aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout theaudit.
• 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 toprovide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for oneresulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internalcontrol.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosuresmade by the management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting in preparation of StandaloneFinancial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financialstatements or, if such disclosures are in adequate, to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continueas a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, andwhether the standalone financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.
• Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes itprobable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (I) planning the scope of our audit work and inevaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the stand alone financialstatements.
• We communicate with those charged with governance regarding, among other matters, the planned scope and timing of theaudit 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 requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thought tobear on our independence, and where applicable, related safe guards.
• From the matters communicated with those charged with governance, we determine those matters that were of mostsignificance in the audit of the standalone financial statements for the financial year ended 31 March 2025 and are therefore thekey audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure aboutthe matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our reportbecause the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.
We draw attention to the following matters in the Notes to the financial Statements:
Note No.26 in the Standalone financial statements which indicates that the company has considerable accumulated losses, thoughthe company earned marginal net profit during the current year, and as at the Balance Sheet Date. These conditions indicate theexistence of material uncertainty that may cast significant about the company's ability to continue as a going concern. However, asthe company has consistent lease income and the company is able to meet its financial commitments from time to time and hence,the accounts have been drawn up on going concern basis.
As more specifically explained in Note: 31(e) to the financial statements, the company has made a detailed assessment of its liquidityposition for the next year and the recoverability and carrying value of its assets comprising property, plant and equipment and otherassets. Based on current indicators of future economic conditions, the company expects to recover the carrying amount of theseassets.
The company will continue to closely monitor any material changes arising of future economic conditions and impact on its business.Our opinion is not qualified in this matter.
As required by the Companies (Auditor's Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary 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 ourexamination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income(Profit), the Statement of Changesin Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the afore said standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board ofDirectors, none of the directors are disqualified as on March 31, 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 over financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate Report in "Annexure - B". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, read with Schedule V to the Act. In our opinion and to the best of our information and according to theexplanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with theprovisions of section 197 read with Schedule V of the Act.
h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanationsgiven to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losseson long- term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by theCompany.
iv. The management of the Company and associates which are companies incorporated in India whose financial statements havebeen audited under the Act have represented to us and the other auditors of such associates respectively that, to the best of itsknowledge and belief,
a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the company and by the associates to or in any other person or entity, 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 any ofsuch, associates ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the UltimateBeneficiaries;
b) No funds have been received by the Company and respective associates from any person or entity, including foreign entities("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company and any of suchassociates shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries; and
c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed by usnothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain anymaterial mis-statement.
v. The company has not declared any final or interim dividend during the year from it's inception. Hence, the applicability of Section123 of the Act to the extent it applies to the payment of dividend does not arise. The company do not have any Holding Companiesand it's subsidiary companies and joint venture companies. No associate companies have declared any interim and final dividendfor the year. Hence, the question of applicability of Sec 123 of the Act, to the extent it applies to declaration of dividend approval ofthe members of the respective companies at the respective ensuing Annual General Meeting does not arise.
vi. Based on our examination, which included test checks, the Company has used accounting software systems for maintaining itsbooks of account for the financial year ended March 31, 2025 which have the feature of recording audit trail (edit log) facility andthe same has operated throughout the year for all relevant transactions recorded in the software systems. Further, during thecourse of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has beenpreserved by the Company as per the statutory requirements for record retention.
For Garlapati & Co,
Chartered AccountantsFirm Regn.No. 000892S
M.No.: 022101UDIN:25022101BMJLWU7776
Place: Guntur
Date : 28.05.2025