Sr.
No.
Key Audit Matter
Auditors' Response
1. .
Litigations, Provisions and Contingent Liabilities
There are several litigations pending before various forumsby and against the Company. These also include mattersunder various statutes and involves significant managementjudgement and estimates on the possible outcome of thelitigations and consequent provisioning thereof or disclosureas contingent liabilities.
We identified this as a key matter as the estimate of theseamounts involves a significant degree of managementjudgement and high estimation uncertainty.
(Refer Note 53 to the Standalone Financial Statements)
To address this key audit matter, our procedures included:
. Obtaining from the management details of all litigations andmatters under dispute including ongoing and completed taxassessments, demands;
. Evaluation and testing of the design of internal controlsfollowed by the Company relating to litigations, open taxpositions for direct and indirect taxes and other matters andprocess followed to decide provisioning for the said liabilitiesor disclosure as Contingent Liabilities;
* Discussing with Company's legal and taxation team foran understanding of on-going and potential legal mattersimpacting the Company and the possible outcomes for the
same;
• We also involved our firm's internal experts to evaluatethe management's underlying judgements in making theirestimates with regard to such matters;
• We also verified the disclosures of the aforesaid matters interms of the applicable Ind AS.
2.
IT systems and controls over financial reporting.
We identified IT systems and controls over financialreporting as a key audit matter since the Company operatesthrough multiple divisions, and occurrence of inter¬division transactions and balances which are reconciledmanually. A significant portion of the Company's financialreporting depends on the integrity and reliability of itsIT systems. While systems are in place to handle largetransaction volumes, many critical processes are manual.The Company's IT environment consists of multiple, non¬integrated systems across different functions and businessunits. This lack of integration requires significant manualefforts to transfer data between systems.
Automated accounting procedures and IT environmentcontrols, which include IT governance, IT general controlsover program development and changes, access toprogram and data and IT operations, IT application controlsand interfaces between IT applications are required to bedesigned to operate effectively to ensure accurate financialreporting.
In view of the significance of the matter, we applied the following
audit procedures among others, to obtain sufficient and
appropriate audit evidence:
* Assessed the complexity of the IT environment throughdiscussion with the IT team and identified IT applications thatare relevant to our audit;
• Evaluated the operating effectiveness of IT general controlsover program development and changes, access to programand data and IT operations;
. Performed IT-Dependent Manual Controls Testing;
* Performed inquiry procedures with the IT team of theCompany in respect of the overall security architecture andany key threats addressed by the Company in the currentyear;
• Evaluated the operating effectiveness of IT applicationcontrols in the key processes impacting financial reporting ofthe Company;
. Assessed the operating effectiveness of controls relatingto data transmission through the different IT systems to thefinancial reporting systems;
* Checked the interunit balances and their reconciliation acrossthe divisions at year end and ensured that the inter unitbalances are zero at the year end.
We have audited the accompanying Standalone FinancialStatements of APAR Industries Limited ("the Company"),which comprise the Standalone Balance Sheet as at March 31,2025, the Standalone Statement of Profit and Loss (includingOther Comprehensive Income), the Standalone Statement ofChanges in Equity and the Standalone Statement of Cash Flowsfor the year then ended and notes to the Standalone FinancialStatements, including a summary of material accounting policiesand other explanatory information (hereinafter referred to as "Standalone Financial Statements").
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid StandaloneFinancial Statements give the information required by theCompanies Act, 2013 (the "Act") in the manner so required andgive a true and fair view in conformity with the Indian AccountingStandards prescribed under Section 133 of the Act read withthe Companies (Indian Accounting Standards) Rules, 2015, asamended, ("Ind AS") and other accounting principles generallyaccepted in India, of the state of affairs of the Company as atMarch 31, 2025 the net profit and total comprehensive income,changes in equity and its cash flows for the year ended onthat date.
We conducted our audit of the Standalone Financial Statementsin accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Companies Act, 2013. Ourresponsibilities under those Standards are further described inthe Auditors' Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independentof the Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India together withthe independence requirements that are relevant to our auditof the Standalone Financial Statements under the provisions ofthe Companies Act, 2013 and the Rules thereunder, and wehave fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion on the StandaloneFinancial Statements.
Key audit matters are those matters that, in our professionaljudgement, were of most significance in our audit of theStandalone Financial Statements of the current period. Thesematters were addressed in the context of our audit of theStandalone Financial Statements as a whole, and in forming ouropinion thereon, and we do not provide a separate opinion onthese matters. We have determined the matters described belowto be the key audit matters to be communicated in our report.
The Company's Management and Board of Directors isresponsible for the Other Information. The Other Informationcomprises the information included in the ManagementDiscussion and Analysis, Board's Report including Annexuresto that Board's Report, Business Responsibility and SustainabilityReport, Corporate Governance and Shareholder's Information,but does not include the Standalone Financial Statements,Consolidated Financial Statements, and our Auditors'report thereon.
Our opinion on the Standalone Financial Statements does notcover the Other Information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the Standalone FinancialStatements, our responsibility is to read the Other Informationidentified above when it becomes available and, in doing so,consider whether the Other Information is materially inconsistentwith the Standalone Financial Statements, or our knowledgeobtained in audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude thatthere is a material misstatement of this other information,we are required to report that fact. When we read the other
information, if we conclude that there is a material misstatementtherein, we are required to communicate the matter to thosecharged with governance.
The Company's Management and Board of Directors areresponsible for the matters stated in Section 134(5) of theCompanies Act, 2013 with respect to the preparation ofthese Standalone Financial Statements that give a true andfair view of the financial position, financial performance(including other comprehensive income), changes in equityand cash flows of the Company in accordance with the IndAS and other accounting principles generally accepted inIndia, including the accounting Standards specified underSection 133 of the Companies Act, 2013. This responsibilityalso includes maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 forsafeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; makingjudgements and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the StandaloneFinancial Statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error;
In preparing the Standalone Financial Statements, theManagement and Board of Directors is responsible for assessingthe Company's ability to continue as a going concern, disclosing,as applicable, matters related to going concern and using thegoing concern basis of accounting unless management eitherintends to liquidate the Company or to cease operations, or hasno realistic alternative but to do so;
The Management and the Board of Directors are also responsiblefor overseeing the Company's financial reporting process;
Our objectives are to obtain reasonable assurance aboutwhether the Standalone Financial Statements as a whole are freefrom material misstatement, whether due to fraud or error, and toissue an Auditors' report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee thatan audit conducted in accordance with SAs will always detecta material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis ofthese Standalone Financial Statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgement and maintain professional scepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of theStandalone Financial Statements, whether due to fraud orerror, design and perform audit procedures responsiveto those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error, asfraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control;
• Obtain an understanding of internal controls relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under Section 143(3)(i) of the Companies Act, 2013, we are also responsiblefor expressing our opinion on whether the Company hasadequate internal financial controls system in place andthe operating effectiveness of such controls;
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by Management and Boardof Directors;
• Conclude on the appropriateness of Management andBoard of Directors use of the going concern basis ofaccounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to eventsor conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If weconclude that a material uncertainty exists, we are requiredto draw attention in our Auditors' report to the relateddisclosures in the Standalone Financial Statements or, ifsuch disclosures are inadequate, to modify our opinion.Our conclusions are based on the audit evidence obtainedup to the date of our Auditors' report. However, futureevents or conditions may cause the Company to cease tocontinue as a going concern;
• Evaluate the overall presentation, structure and contentof the Standalone Financial Statements, including thedisclosures, and whether the Standalone FinancialStatements represent the underlying transactions andevents in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the StandaloneFinancial Statements that, individually or in aggregate, makesit probable that the economic decisions of a reasonablyknowledgeable user of the Standalone Financial Statementsmay be influenced. We consider quantitative materiality andqualitative factors in (i) planning the scope of our audit workand in evaluating the results of our work; and (ii) to evaluatethe effect of any identified misstatements in the StandaloneFinancial Statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including anysignificant deficiencies in internal control that we identify duringour audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirementsregarding independence, and to communicate with themall relationships and other matters that may reasonably bethought to bear on our independence, and where applicable,related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the Standalone Financial Statementsof the current period and are therefore the key audit matters.We describe these matters in our Auditors' report unless law orregulation precludes public disclosure about the matter or when,in extremely rare circumstances, we determine that a mattershould not be communicated in our report because the adverseconsequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
1. As required by the Companies (Auditors' Report) Order,2020 ("the Order"), issued by the Central Government ofIndia in terms of sub-Section (11) of Section 143 of theCompanies Act, 2013, we give in the "Annexure A", astatement on the matters specified in paragraphs 3 and 4of 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 andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit andLoss (including Other Comprehensive Income), theStatement of Changes in Equity and the Cash FlowStatement dealt with by this Report are in agreementwith the relevant books of account.
(d) In our opinion, the aforesaid Standalone FinancialStatements comply with the Indian AccountingStandards specified under Section 133 of theAct, read with the Companies (Indian AccountingStandards) Rules, 2015, as amended.
(e) On the basis of the written representations receivedfrom the directors as on March 31, 2025 takenon record by the Board of Directors, none of thedirectors is disqualified as on March 31, 2025 frombeing appointed as a director in terms of Section164(2) of the Act.
(f) With respect to the adequacy of the internal financialcontrols over financial reporting of the Companyand the operating effectiveness of such controls,refer to our separate Report in "Annexure B".Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of theCompany's internal financial controls with referenceto Standalone Financial Statements.
(g) With respect to the other matters to be included in theAuditors' Report in accordance with the requirementsof Section 197(16) of the Act, as amended.
In our opinion and to the best of our informationand according to the explanations given to us, theremuneration paid by the Company to its directorsduring the year is in accordance with the provisions ofSection 197 read with Schedule V to the CompaniesAct, 2013.
(h) With respect to the other matters to be included inthe Auditors' Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, inour opinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impact ofpending litigations on its financial position in itsStandalone Financial Statements — Refer Note53 to the Standalone Financial Statements;
ii. The Company did not have any long-termcontracts including derivatives contracts forwhich there were any material foreseeable losses;
iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fund bythe Company;
iv. i. The Management has represented that,
to the best of its knowledge and belief,(Refer Note No. 58(v)) no funds (whichare material either individually or inaggregate) have been advanced or loanedor invested (either from borrowed funds orshare premium or any other sources orkind of funds) by the Company to or inany other person(s) or entity(ies), includingforeign entities ("Intermediaries"), withthe understanding, whether recorded inwriting or otherwise, that the Intermediaryshall, whether, directly or indirectly lend orinvest in other persons or entities identifiedin any manner whatsoever by or on behalfof the Company ("Ultimate Beneficiaries")or provide any guarantee, security or thelike on behalf of the Ultimate Beneficiaries;
ii. The Management has represented, that, tothe best of its knowledge and belief, (ReferNote No. 58(vi)) no funds (which arematerial either individually or in aggregate)have been received by the Company fromany person(s) or entity(ies), includingforeign entities ("Funding Parties"), withthe understanding, whether recorded inwriting or otherwise, that the Companyshall, whether, directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoever by oron behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee,security or the like on behalf of the UltimateBeneficiaries; and
iii. Based on such audit procedures thatwe have considered reasonable andappropriate in the circumstances; nothinghas come to our notice that has caused usto believe that the representations undersub-clause (i) and (ii) of Rule 11 (e) containany material misstatement;
v. The final dividend paid by the Company duringthe year in respect of F.Y 2023-2024 is inaccordance with Section 123 of the Act to theextent it applies to payment of Dividend;
As stated in Note no. 21 to the FinancialStatements, the Board of Directors of theCompany have proposed final dividend forthe year which is subject to the approval ofthe members at the ensuing Annual GeneralMeeting. The dividend proposed is in
accordance with Section 123 of the Act to theextent it applies to declaration of dividend;
vi. Based on our examination, which included testchecks, the Company has used accountingsoftware for maintaining its books of accountwhich has the feature of recording audit trail(edit logs) facility and the same has operatedthroughout the year for all relevant transactionsrecorded in the respective software. Further,
during the course of our audit we did not comeacross any instances of audit trail feature beingtampered with. Additionally, the audit trail hasbeen preserved by the Company as per thestatutory requirement for record retention.
For C N K & Associates LLP
Chartered AccountantsFirm Registration No.: 101961W/W-100036
Himanshu Kishnadwala
Partner
Place: Mumbai Membership No.: 037391
Date: May 14, 2025 UDIN: 25037391BMLFUK2388