1. We have audited the accompanying standalonefinancial statements of KSB Limited (“theCompany”), which comprise the Balance Sheet asat December 31, 2024, and the Statement of Profitand Loss (including Other ComprehensiveIncome), the Statement of Changes in Equity andthe Statement of Cash Flows for the year thenended, and notes to the standalone financialstatements, including material accounting policyinformation and other explanatory information.
2. In our opinion and to the best of our informationand according to the explanations given to us, theaforesaid standalone financial statements give theinformation required by the Companies Act, 2013(“the Act") in the manner so required and give atrue and fair view in conformity with theaccounting principles generally accepted in India,of the state of affairs of the Company as atDecember 31, 2024, and total comprehensiveincome (comprising of profit and othercomprehensive income), changes in equity and itscash flows for the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with theStandards on Auditing (SAs) specified underSection 143(10) of the Act. Our responsibilitiesunder those Standards are further described in the“Auditor's Responsibilities for the Audit of theStandalone Financial Statements” section of ourreport. We are independent of the Company inaccordance with the Code of Ethics issued by theInstitute of Chartered Accountants of Indiatogether with the ethical requirements that arerelevant to our audit of the standalone financialstatements under the provisions of the Act and theRules thereunder, and we have fulfilled our otherethical responsibilities in accordance with theserequirements and the Code of Ethics. We believethat the audit evidence we have obtained issufficient and appropriate to provide a basis for ouropinion.
Key audit matters
4. Key audit matters are those matters that, in ourprofessional judgement, were of most significancein our audit of the standalone financial statementsof the current period. These matters were addressedin the context of our audit of the standalonefinancial statements as a whole and in forming ouropinion thereon, and we do not provide a separateopinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Appropriateness of Revenue Recognition (Refer toNote 1 (e), 2 (ii) and 20 to the standalone financialstatements)
The Company recognises revenue in accordance withInd AS 115 “Revenue from Contracts withCustomers”. This involves application of significantjudgement by Management with respect to:
• Combining multiple contracts as a single contract.
• Identification of distinct performance obligations;
• Allocation of consideration to identifiedperformance obligations;
• Determination of timing of recognition of revenueeither over a period of time or at a point in time ontransfer of control to customers. This includesassessment of alternative use of the products to the
Our audit procedures included the following:
• Understanding and evaluation of the design andtesting the operating effectiveness of controlssurrounding the recording of revenue in accordancewith the principles of Ind AS 115.
• Testing of customer contracts on a sample basis toassess the terms for identification of performanceobligations in accordance with Ind AS 115 andcomparing those to the management assessment;
• Assessing appropriateness of management’sjudgements and estimates involved in accountingfor a sample of customer contracts including inquiryand discussion with appropriate client personnelespecially regarding the nature of products andalternative use of the products to the Company.
Company based on technical analysis as well as legal
• Evaluation of the Company’s in-house legal
assessment of right to payment.
counsel’s views regarding the Company’s right to
Considering the above-mentioned
factors,
payment for performance to date;
appropriateness of revenue recognition
has been
• Testing the appropriateness of timing of recognition
considered as a Key Audit Matter.
of revenue (including procedures related to cut offtesting) in line with the terms of the customercontracts;
• Testing the key assumptions used by themanagement to estimate contract risks, claims,liquidated damages etc.;
• Verifying the reports used by management formonitoring contracts and their progress;
• Evaluating appropriateness of the disclosures madein the standalone financial statements.
Based on above procedures, we did not identify anysignificant exceptions in the judgement applied by themanagement in recognition of revenue.
Other Information
5. The Company's Board of Directors is responsiblefor the other information. The other informationcomprises the information included in the Annualreport, but does not include the standalonefinancial statements and our auditor's reportthereon. The Annual report is expected to be madeavailable to us after the date of this auditor'sreport.
Our opinion on the standalone financialstatements does not cover the other informationand we will not express any form of assuranceconclusion thereon.
In connection with our audit of the standalonefinancial statements, our responsibility is to readthe other information identified above when itbecomes available and, in doing so, considerwhether the other information is materiallyinconsistent with the standalone financialstatements, or our knowledge obtained in the auditor otherwise appears to be materially misstated.
When we read the annual report, if we concludethat there is a material misstatement therein, weare required to communicate the matter to thosecharged with governance and take appropriateaction as applicable under the relevant laws andregulations.
Responsibilities of management and those charged with
governance for the standalone financial statements
6. The Company's Board of Directors is responsiblefor the matters stated in Section 134(5) of the Actwith respect to the preparation of these standalonefinancial statements that give a true and fair view ofthe financial position, financial performance,changes in equity and cash flows of the Company inaccordance with the accounting principlesgenerally accepted in India, including theAccounting Standards specified under Section 133of the Act. This responsibility also includesmaintenance of adequate accounting records inaccordance with the provisions of the Act forsafeguarding of the assets of the Company and forpreventing and detecting frauds and otherirregularities; selection and application ofappropriate accounting policies; makingjudgments and estimates that are reasonable andprudent; and design, implementation andmaintenance of adequate internal financialcontrols, that were operating effectively forensuring the accuracy and completeness of theaccounting records, relevant to the preparation andpresentation of the standalone financial statementsthat give a true and fair view and are free frommaterial misstatement, whether due to fraud orerror.
7. In preparing the standalone financial statements,management is responsible for assessing theCompany's ability to continue as a going concern,disclosing, as applicable, matters related to goingconcern and using the going concern basis ofaccounting unless management either intends toliquidate the Company or to cease operations, orhas no realistic alternative but to do so. ThoseBoard of Directors are also responsible foroverseeing the Company's financial reportingprocess.
Auditor's responsibilities for the audit of the standalone
financial statements
8. Our objectives are to obtain reasonable assuranceabout whether the standalone financial statementsas a whole are free from material misstatement,whether due to fraud or error, and to issue anauditor's report that includes our opinion.Reasonable assurance is a high level of assurancebut is not a guarantee that an audit conducted inaccordance with SAs will always detect a materialmisstatement when it exists. Misstatements canarise from fraud or error and are consideredmaterial if, individually or in the aggregate, theycould reasonably be expected to influence theeconomic decisions of users taken on the basis ofthese standalone financial statements.
9. As part of an audit in accordance with SAs, weexercise professional judgement and maintainprofessional scepticism throughout the audit. Wealso:
• Identify and assess the risks of materialmisstatement of the standalone financialstatements, whether due to fraud or error,design and perform audit proceduresresponsive to those risks, and obtain auditevidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of notdetecting a material misstatement resultingfrom fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, orthe override of internal control.
• Obtain an understanding of internal controlrelevant to the audit in order to design auditprocedures that are appropriate in thecircumstances. Under Section 143(3)(I) of theAct, we are also responsible for expressing our
opinion on whether the Company hasadequate internal financial controls withreference to standalone financial statements inplace and the operating effectiveness of suchcontrols.
• Evaluate the appropriateness of accountingpolicies used and the reasonableness ofaccounting estimates and related disclosuresmade by management.
• Conclude on the appropriateness ofmanagement's use of the going concern basis ofaccounting and, based on the audit evidenceobtained, whether a material uncertainty existsrelated to events or conditions that may castsignificant doubt on the Company's ability tocontinue as a going concern. If we concludethat a material uncertainty exists, we arerequired to draw attention in our auditor'sreport to the related disclosures in thestandalone financial statements or, if suchdisclosures are inadequate, to modify ouropinion. Our conclusions are based on theaudit evidence obtained up to the date of ourauditor's report. However, future events orconditions may cause the Company to cease tocontinue as a going concern.
• Evaluate the overall presentation, structureand content of the standalone financialstatements, including the disclosures, andwhether the standalone financial statementsrepresent the underlying transactions andevents in a manner that achieves fairpresentation.
10. We communicate with those charged withgovernance regarding, among other matters, theplanned scope and timing of the audit andsignificant audit findings, including any significantdeficiencies in internal control that we identifyduring our audit.
11. We also provide those charged with governancewith a statement that we have complied withrelevant ethical requirements regardingindependence, and to communicate with them allrelationships and other matters that mayreasonably be thought to bear on ourindependence, and where applicable, relatedsafeguards.
12. From the matters communicated with thosecharged with governance, we determine thosematters that were of most significance in the auditof the standalone financial statements of thecurrent period and are therefore the key auditmatters. We describe these matters in our auditor'sreport unless law or regulation precludes publicdisclosure about the matter or when, in extremelyrare circumstances, we determine that a mattershould not be communicated in our reportbecause the adverse consequences of doing sowould reasonably be expected to outweigh thepublic interest benefits of such communication.
Report on other legal and regulatory requirements
13. As required by the Companies (Auditor's Report)Order, 2020 (“the Order”), issued by the CentralGovernment of India in terms of sub-section (11)of Section 143 of the Act, we give in the AnnexureB a statement on the matters specified inparagraphs 3 and 4 of the Order, to the extentapplicable.
14. As required by Section 143(3) of the Act, we reportthat:
(a) We h a v e s o u g ht a n d o b t ai n e d a l l th einformation and explanations which to thebest of our knowledge and belief werenecessary for the purposes of our audit.
(b) In our opinion, proper books of account asrequired by law have been kept by theCompany so far as it appears from ourexamination of those books, except that thebackup of certain books of account and otherbooks and papers maintained in electronicmode has not been maintained on a daily basison servers physically located in India duringthe year and the matters stated in paragraph14(h)(vi) below on reporting under Rule 11(g)of the Companies (Audit and Auditors) Rules,2014 (as amended)(“the Rules”).
(c) The Balance Sheet, the Statement of Profit andLoss (including other comprehensive income),the Statement of Changes in Equity and theStatement of Cash Flows dealt with by thisReport are in agreement with the books ofaccount.
(d) In our opinion, the aforesaid standalonefinancial statements comply with the
Accounting Standards specified under Section133 of the Act.
(e) On the basis of written representationsreceived from the directors as on December31, 2024, taken on record by the Board ofDirectors, none of the directors is disqualifiedas on December 31, 2024, from beingappointed as a director in terms of Section164(2) of the Act.
(f) With respect to the maintenance of accountsand other matters connected therewith,reference is made to our remarks in paragraph14(b) above on reporting under Section143(3)(b) and paragraph 14(h)(vi) below onreporting under Rule 11(g) of the Rules.
(g) With respect to the adequacy of the internalfinancial controls with reference to standalonefinancial statements of the Company and theoperating effectiveness of such controls, referto our separate Report in “Annexure A”.
(h) With respect to the other matters to beincluded in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit andAuditors) Rules, 2014, in our opinion and tothe best of our information and according tothe explanations given to us:
i. The Company has disclosed the impact ofpending litigations on its financial positionin its standalone financial statements -Refer Note 18 (b) and 30 (a) to thestandalone financial statements.
ii. The Company did not have any long-termcontracts including derivative contractsfor which there were any materialforeseeable losses.
iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fundby the Company during the year;
iv. (a) The management has represented that,to the best of its knowledge and belief, asdisclosed in Note 39(h) to the standalonefinancial statements, no funds have beenadvanced or loaned or invested (eitherfrom borrowed funds or share premium orany other sources or kind of funds) by theCompany to or in any other person(s) or
entity(ies), including foreign entities(“Intermediaries”), with theunderstanding, whether recorded inwriting or otherwise, that the Intermediaryshall, whether, directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoever by oron behalf of the Company (“UltimateBeneficiaries”) or provide any guarantee,security or the like on behalf of theUltimate Beneficiaries;
(b) The management has represented that,to the best of its knowledge and belief, asdisclosed in the Note 39(h) to thestandalone financial statements, no fundshave 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 theUltimate Beneficiaries; and
(c) Based on such audit procedures that weconsidered reasonable and appropriate inthe circumstances, nothing has come toour notice that has caused us to believe thatthe representations under sub-clause (a)and (b) contain any material misstatement.
v. The dividend declared and paid during theyear by the Company is in compliance withSection 123 of the Act.
vi. Based on our examination, which included testchecks, the Company has used multipleaccounting software for maintaining its books
of account, which have a feature of recordingaudit trail (edit log) facility and that hasoperated throughout the year for all relevanttransactions recorded in the software, exceptfor the following:
(i) in respect of the core accounting software,the audit trail is not maintained in case ofmodification through certain access andchanges to certain information or datarecorded in the software;
(ii) with respect to another accountingsoftware of a third party service providerused for maintaining certain records, theaudit trail feature was not enabled at thedatabase level to log any direct datachanges;
During the course of performing ourprocedures, other than the aforesaidinstances of audit trail not maintainedwhere the question of our commentingdoes not arise, we did not notice anyinstance of audit trail feature beingtampered with.
15. The Company has paid/ provided for managerialremuneration in accordance with the requisiteapprovals mandated by the provisions of Section197 read with Schedule V to the Act.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Vivian PillaiPartner
Membership Number: 127791UDIN: 25127791BMNVBC5282
Mumbai
February 27, 2025