We have audited the accompanying standalone financialstatements of KRN Heat Exchanger and Refrigeration Limited.(Formerly known as KRN Heat Exchanger and RefrigerationPrivate Limited) ("the Company”), which comprise the balancesheet as at 31st March, 2025 and the statement of Profit andLoss (including other comprehensive income), and statementof change in equity and statement of cash flows for the yearended 31st March, 2025 and notes to the financial statements,including a summary of material accounting policies and otherexplanatory information.
In our opinion and to the best of our information and according tothe explanations given to us, the aforesaid standalone financialstatements give the information required by the CompaniesAct, 2013, as amended ("the act”) in the manner so requiredand give a true and fair view in conformity with the IndianAccounting Standards prescribed under Section 133 of the Actread with the Companies (Indian Accounting Standards) Rules,2015, as amended, and other accounting principles generallyaccepted in India, of the state of affairs of the Company as at31st March, 2025, its Profit or Loss and total comprehensiveincome (including other comprehensive income), the changesin equity and its cash flows for the year ended on 31st March,2025.
We conducted our audit in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the CompaniesAct, 2013. Our responsibilities under those Standards are furtherdescribed in the 'Auditor's Responsibilities for the Audit of theStandalone Financial Statements' section of our report. We areindependent of the Company in accordance with the 'Code ofEthics' issued by the Institute of Chartered Accountants of Indiatogether with the ethical requirements that are relevant to ouraudit of the financial statements under the provisions of theCompanies Act, 2013 and the Rules thereunder, and we havefulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics.
We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion onthe standalone financial statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone financial statements for the financial year ended31st 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 aseparate opinion on these matters and there is no Key AuditMatters which need to be reported.
The Company's Board of Directors is responsible for thepreparation of the other information. The other informationcomprises the information included in the ManagementDiscussion and Analysis, Board's Report including Annexuresto Board's Report, Business Responsibility Report, CorporateGovernance and Shareholder's Information, but does notinclude the standalone financial statements and our auditor'sreport 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 informationand, in doing so, consider whether the other information ismaterially inconsistent with the financial statements or ourknowledge obtained during the course of our audit or otherwiseappears to be materially misstated.
If, based on the work we have performed, we conclude thatthere is a material misstatement of this other information, weare required to report that fact. We have nothing to report inthis regard.
The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect to thepreparation of these standalone financial statements thatgive a true and fair view of the financial position, financialperformance including other comprehensive income, cashflows and changes in equity of the Company in accordancewith the Ind AS and other accounting principles generallyaccepted in India, including the accounting Standards specifiedunder section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assetsof the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriateaccounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant tothe preparation and presentation of the standalone financialstatement that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the standalone financial statements, managementis responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accountingunless the Board of Directors either intends to liquidate theCompany or to cease operations, or has no realistic alternativebut to do so
The Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the financial standalone statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement ofthe standalone financial statements, whether due to fraudor error, 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 control 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 with referenceto financial statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's use ofthe going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertaintyexists related to events or conditions that may castsignificant doubt on the Company's ability to continue as agoing concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor'sreport to the related disclosures in the financial statementsor, if such disclosures are inadequate, 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 tocease to continue as a going concern.
• Evaluate the overall presentation, structure and contentof the financial statements, including the disclosures, andwhether the standalone financial statements representthe underlying transactions and events in a manner thatachieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere 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 statementsfor the year ended 31st March, 2025 and are therefore thekey audit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances,we determine that a matter should not be communicated inour report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interestbenefits of such communication.
1. As required by the Companies (Auditor's Report) Order, 2020("the Order”), issued by the Central Government of India interms of sub-section (11) of section 143 of the CompaniesAct, 2013, we give in the 'Annexure A' a statement on thematters specified in paragraphs 3 and 4 of the Order, to theextent 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 and beliefwere necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by lawhave been kept by the Company so far as it appears fromour examination of those books;
(c) The Balance Sheet, the Statement of Profit and Lossincluding the Statement of Other Comprehensive Income,the Cash Flow Statement and statement of changes inequity dealt with by this Report are in agreement with thebooks of account;
(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting Standardsspecified 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 fromthe directors as on 31st March, 2025 taken on record by theBoard of Directors, none of the directors is disqualified ason 31st March, 2025 from being appointed as a director interms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financialcontrols with reference to these standalone financialstatements and the operating effectiveness of suchcontrols, refer to our separate Report in "Annexure B” to thisreport;
(g) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, as amendedin our opinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impact of pendinglitigations on its financial position in its standalonefinancial statements - Refer note 33 to the standalonefinancial statements;
ii. The Company did not have any long-term contractsincluding derivative contracts for which there wereany material foreseeable losses;
iii. There were no amounts which were required to betransferred to the Investor Education and ProtectionFund by the Company;
(a) The management has represented that, to the best ofits knowledge and belief, as disclosed in note 40 to thestandalone financial statements, no funds have beenadvanced or loaned or invested (either from borrowedfunds or share premium or any other sources or kindof funds) by the Company to or in any other persons orentities, including foreign entities ("Intermediaries”),with the understanding, whether recorded in writing orotherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("UltimateBeneficiaries”) by or on behalf of the Company or
• Provide any guarantee, security or the like to or onbehalf of the Ultimate Beneficiaries.
(b) The management has represented, that, to the best ofits knowledge and belief, as disclosed in note 40 to thestandalone financial statements, no funds have beenreceived by the Company from any persons or entities,including foreign entities ("Funding Parties”), with theunderstanding, whether recorded in writing or otherwise,
that the Company shall:
• directly or indirectly, lend or invest in other persons orentities identified in any manner whatsoever ("UltimateBeneficiaries”) by or on behalf of the Funding Party or
• Provide any guarantee, security or the like from or onbehalf of the Ultimate Beneficiaries.
(c) Based on such audit procedures as considered reasonableand appropriate in the circumstances, nothing has cometo our notice that has caused us to believe that therepresentations under sub-clause (i) and (ii) of Rule 11(e),as provided under (a) and (b) above, contain any materialmisstatements.
iv. There has no dividend declared or paid during the yearended 31st March, 2025 by the Company, since complianceunder section 123 of the companies Act, 2013 is notapplicable to the company.
(h) With respect to the matter to be included in the Auditor'sReport under Section 197(16) of the Act:
In our opinion and according to the information andexplanations given to us, the remuneration paid by theCompany to its directors during the current year is inaccordance with the provisions of Section 197 of the Act.The remuneration paid to any director is not in excessof the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed otherdetails under Section 197(16) of the Act which are requiredto be commented upon by us.
(i) Based on our examination which included test checks, theCompany has used accounting software for maintainingits books of account for the year ended 31st March, 2025which has a feature of recording audit trail (edit log) facilityand the same has operated throughout the year for allrelevant transactions recorded in the software. Further,during the course of our audit we did not come acrossany instance of audit trail feature being tampered with inrespect of the accounting software.
For Keyur Shah S Co.
Chartered AccountantsFRN.: 141173W
Keyur Shah
ProprietorMembership No.: 153774UDIN : 25153774BMIOKE9962
Date: 12th May, 2025
Place: Ahmedabad