We have audited the accompanying Financial Statements of Keltech Energies Limited (“the Company”), which comprisethe Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss (including Other Comprehensive Income),the Statement of Changes in Equity and theStatement of Cash Flows for the year then ended and notes to the FinancialStatements, including a summary of material accounting policies and other explanatory information (hereinafter referred toas “the financial statements”).
In our opinion and to the best of our informationand according to the explanations given to us, the aforesaid FinancialStatements give the information required by the Companies Act, 2013 (the ‘'Act”) in the manner so required and give atrue and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read withthe Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and accounting principles generallyaccepted in India, of the state of affairs of the Company as at31stMarch, 2025, theprofit,other comprehensive income,changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of Financial Statements in accordance with the Standards on Auditing (SAs) specified undersection 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in theAuditors' Responsibilities for the Audit of the FinancialStatements' section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') togetherwith the independence requirements that are relevant to our audit of the Financial Statements under the provisions ofthe Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for audit opinion on the Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of theFinancial Statements of the current period. These matters were addressed in the context of our audit of the FinancialStatements 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.
Sr.
No.
Auditor’s Response
1
Litigations, Provisions (including Provision forPowder Factor deduction) & Contingent Liabilities
There are litigations pending before various forums againstthe Company. These also include matters under variousstatutes and involves significant management judgementand estimates on the possible outcome of the litigationsand consequent provisioning thereof or disclosure ascontingent liabilities.
The company also needs to make provision for powderfactor for sales to PSUs wherein there is uncertainty sincethe same gets determined on final testing by the customer;
Provisions are recognized when the Company has apresent obligation (legal/ constructive) as a result of apast event for which it is probable that a cash outflow willbe required and a reliable estimate can be made of theamount of the obligation;
We identified this as a key matter as the estimate of theseamounts involve a significant degree of managementjudgement and high estimation uncertainty.
(Refer Note No. 30 to theFinancial Statements)
To address this key audit matter, our procedures
included:
- Obtaining from the management details of mattersunder disputeincluding ongoing and completed taxassessments, demands andother litigations;
- Assessing / evaluating the appropriateness ofthe Company's accounting policies relating toprovisions as per the relevant applicable accountingstandards especially Ind AS 37 “Provisions,Contingent Liabilities and Contingent Assets”;
- Evaluation and testing of the design of internalcontrols followed by the Company relating tolitigations, open tax positions for direct andindirect taxes and other matters and processfollowed to decide provisioning for the saidliabilities or disclosure as Contingent Liabilities;
- Obtained and assessed the Company'sassumptions and estimates in respect of litigations,including the liabilities or provisions recognizedor contingent liabilities disclosed in the financialstatements.
- On a test basis, performed substantive procedureson the underlying calculations supporting theprovisions recorded.
- Discussing with Company's legal team andtaxation team for sufficient understanding ofon-going and potential legal matters impactingthe Company and the possible outcomes for thesame;
- We also involved our firm's internal expertsto evaluate the management's underlyingjudgements in making their estimates with regardto such matters.
2.
IT systems and controls over financial reporting
We identified IT systems and controls over financialreporting as a key audit matter for the Companybecause its financial accounting and reporting systemsare fundamentally reliant on IT systems and IT controlsto process significant transaction volumes, specificallywith respect to revenue and inventories. Also, due toabsence of documented SOPs, RCMs in many areas,large transaction volumes, and the increasing challenge toprotect the integrity of the Company's systems and data,cyber security has become more significant;
Automated accounting procedures and IT environmentcontrols, which include IT governance, IT generalcontrols over program development and changes, accessto program and data and IT operations, IT applicationcontrols and interfaces between IT applications arerequired to be designed and to operate effectively toensure accurate financial reporting;
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 environmentthrough discussion with the IT team and identifiedIT applications that are relevant to our audit;
- Evaluated the operating effectiveness of ITgeneral controls over program developmentand changes, access to program and data and IToperations;
- Performed IT-Dependent Manual Controls Testing;
- Performed inquiry procedures with the IT teamof the Company in respect of the overall securityarchitecture and any key threats addressed bythe Company during the year;
- Evaluated the operating effectiveness of ITapplication controls in the key processesimpacting financial reporting of the Company;
Information other than the Financial Statements and Auditor’s Report thereon
The Company's Management and the Board of Directors is responsible for the other information. The other informationcomprises the information included in the Management Discussion and Analysis, Board's Report including Annexuresto Board's Report, Corporate Governance Report and Shareholder's information, but does not include the FinancialStatements and our auditors' report thereon. The Management Discussion and Analysis, Board's Report including Annexuresto Board's Report, Corporate Governance Report and Shareholder's information is expected to be made available to usafter the date of this auditors' report.
Our opinion on the Financial Statements does not cover the other information and we do not express any form of assuranceconclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified abovewhen it becomes available and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
INDEPENDENT AUDITOR’S REPORT (CONT..)
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, weare 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 those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The Company's Management and Board of Directors is responsible for the matters stated in section 134(5) of theCompanies Act, 2013 with respect to the preparation of theseFinancial Statements that give a true and fair view of thestate of affairs, profit and other comprehensive income,changes in equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India, including the Indian Accounting Standards (“Ind-AS”) specifiedunder section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparationand presentation of the financial statements that give a true and fair view and are free from material misstatement, whetherdue to fraud or error.
In preparing the financial statements, management and Board of Directorsare responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
The Board of Directors are also responsible for overseeing the company's financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from materialmisstatement, whether due to fraud or error, and to issue an auditors' 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 alwaysdetect 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 onthe basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, designand 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 thanfor one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride of internal control;
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinionon whether the company has adequate internal financial controls system with reference to the financial statements, inplace and the operating effectiveness of such controls;
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by management;
• Conclude on the appropriateness of the management and Board of Directors use of the going concern basis of accountingin preparation of financial statements and, based on the audit evidence obtained, whether a material uncertainty existsrelated 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 auditors' report to the relateddisclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions arebased on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions maycause 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 financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probablethat the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of ourwork; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with the those charged with governance regarding, among other matters, the planned scope and timingof the audit and significant audit findings, including any significant deficiencies in internal control that we identify during ouraudit.
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 thoughtto 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 mostsignificance in the audit of the financial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors' Report) Order, 2020 (“the Order”), issued by the Central Government of Indiain terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, statement on thematters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, based on our audit we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere 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 fromour examination of those books (Also refer our comments in para 2(h)(vi))
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of changesin Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant booksof account;
(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified underSection 133 of the Act;
(e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record bythe Board of Directors, none of the directors are disqualified as on 31st March 2025 from being appointed as a directorin terms of Section 164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Companyand the operating effectiveness of such controls, refer to our separate Report in Annexure B. Our report expressesan unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controlswithreference to the financial statements;
(g) With respect to the other matters to be included in the Auditors' Report in accordance with the requirements ofsection 197(16) of the Act, as amended:
In our opinion and to best of our information and according to explanations given to us, the remuneration paid by theCompany to its directors during the year is in accordance with the provisions of Section 197 of the Act; and
(h) With respect to the other matters to be included in the Auditors' 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 theexplanations given to us:
i. The Company has disclosed the impact of pending litigations as on 31st March, 2025 on its financial position in
its financial statements. Refer Note No. 30 to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were materialforeseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and ProtectionFund by the Company;
iv. a) The management has represented that, to the best of it's knowledge and belief, as disclosed in the Note No. 38
to the financial statements, no funds (which are material either individually or in the aggregate) have beenadvanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind offunds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”),with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directlyor indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theCompany (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries;
b) The management has represented, that, to the best of it's knowledge and belief, as disclosed in the NoteNo.38 to the financial statements, no funds (which are material either individually or in aggregate) have beenreceived by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with theunderstanding, 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 FundingParty (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the UltimateBeneficiaries; and
c) Based on such audit procedures that have been 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 misstatement.
v. The Final dividend paid by the Company during the year in respect of the same declared for the previous year is inaccordance with Section 123 of the Act, as applicable.
As stated in NoteNo. 39to the financial statements, the Board of Directors of the Company have proposed finaldividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. Thedividend declared is in accordance with section 123 of the Act, to the extent it applies to declaration of dividend;
vi. Based on our examination which included test checks, the Company hasused accounting software for maintaining itsbooks of account which has the feature of recording audit trail (edit logs) facility and the same has operated throughoutthe year for all relevant transactions recorded in the software. Further, during the course of our audit we did not comeacross any instance of audit trail feature being tampered withand the audit trail has not been preserved by the companyas per the statutory requirements for record retention.
For CNK & Associates LLP
Chartered Accountants
Firm Registration No: 101961W/W-100036
Himanshu Kishnadwala
Partner
Membership No: 037391UDIN: 25037391BMLFUT5838
Place: Mumbai
Date: 23rd May, 2025