KRN Heat Exchanger and Refrigeration Ltd. இன் முடிவுகள்
We have audited the accompanying standalone financial statements of KRN Heat Exchanger and Refrigeration Limited ("the
Companyâ), which comprise the balance sheet as at 31st March, 2026 and the statement of Profit and Loss (including other
comprehensive income), and statement of change in equity and statement of cash flows for the year ended 31st March, 2026
and notes to the financial statements, including a summary of material 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 aforesaid standalone financial
statements give the information required by the Companies Act, 2013, as amended ("the actâ) in the manner so required and give
a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India,
of the state of affairs of the Company as at 31st March, 2026, its Profit or Loss and total comprehensive income (including other
comprehensive income), the changes in equity and its cash flows for the year ended on 31st March, 2026.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of
Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the
standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements for the financial year ended 31st March, 2026. These matters were addressed in the context of our audit of the
financial 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.
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Key Audit Matter |
How our audit addressed the Key Audit Matter |
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Revenue Recognition (Refer Note 1.3.10 and Note 22 to the standalone financial statements) |
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The Company recognised revenue from operations Considering the significant growth in revenue during |
Our audit procedures included, among others, the following: ⢠Assessed the appropriateness of the Company''s revenue ⢠Evaluated the design and tested the operating effectiveness of ⢠Performed substantive testing of samples of revenue ⢠Tested, on a sample basis, sales transactions recorded in the |
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⢠Tested sales to related parties with reference to approvals under ⢠Assessed the adequacy of the disclosures made in the ⢠Performed cut-off procedures by testing, on a sample basis, |
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Carrying Value of Investments in, and Loans to, Subsidiary Companies (Refer Notes 1.3.13(D), 3, 9 and 40 to the standalone |
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As at 31st March, 2026, the Company holds investments |
Our audit procedures included, among others, the following: |
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in the equity shares of its subsidiary companies |
⢠Obtained an understanding of management''s process and |
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aggregating Rs. 35,066.61 Lakhs (Previous year: Rs. |
controls for identification of impairment indicators and assessment |
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25,066.61 Lakhs), comprising Rs. 34,076.61 Lakhs in |
of the carrying value of investments in, and recoverability of loans |
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KRN HVAC Products Private Limited and Rs. 990.00 |
to, subsidiary companies; |
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Limited. These investments represent approximately |
⢠Compared the aggregate carrying value of investments in each |
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61.88% of the net worth and 48.53% of the total assets |
subsidiary with the Company''s share of the net worth of the |
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of the Company. |
respective subsidiary as per its audited financial statements, |
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In addition, the Company has granted unsecured loans, |
excess; |
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repayable on demand, to its subsidiary companies |
⢠Evaluated the financial position and operational status of the |
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aggregating Rs. 4,831.34 Lakhs are outstanding as at |
subsidiaries. |
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31st March, 2026 (Previous year: Rs. 7,785.49 Lakhs), |
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comprising Rs. 4,555.63 Lakhs to KRN HVAC Products |
⢠Verified the conversion of the unsecured loan into equity shares |
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Private Limited and Rs. 275.71 Lakhs to Thermotech |
with reference to board/ shareholder approvals, the valuation |
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Research Laboratory Private Limited, representing |
report supporting the issue price, share allotment records, and |
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approximately 8.53% of the net worth and 6.69% of |
filings with the Registrar of Companies. |
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the total assets of the Company. The aggregate of |
⢠Assessed management''s evaluation of impairment indicators |
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investments in and loans to subsidiary companies of |
under Ind AS 36. |
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Rs. 39,897.95 Lakhs constitutes approximately 70.41% |
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of the net worth and 55.21% of the total assets of the |
⢠Tested the terms and recoverability of loans to subsidiaries, |
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Company as at the balance sheet date. |
including compliance with Sections 185 and 186 of the |
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During the year, unsecured loans of Rs. 10,000.00 |
⢠Evaluated the repayment history of, and receipts subsequent to |
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Lakhs extended to KRN HVAC Products Private Limited |
the year-end against, loans outstanding from the subsidiaries |
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each at a premium of Rs. 190 per share. |
⢠Obtained direct balance confirmations from the subsidiaries in |
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Investments in subsidiaries are accounted for at cost |
⢠Assessed the adequacy of the related disclosures in the |
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less impairment, if any, in accordance with Ind AS 27, |
standalone financial statements, including related party |
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''Separate Financial Statements''. The assessment |
disclosures under Ind AS 24 |
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recoverability of the loans requires management to |
⢠Discussed with the management the rationale for, and the |
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evaluate the existence of impairment indicators under |
terms of, the investment made in the subsidiary during the year, |
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Ind AS 36, ''Impairment of Assets''. Considering the |
and the business plans of the subsidiary. |
Information Other than the financial statements and
Auditor''s report thereon
The Company''s Board of Directors are responsible for the
other information. The other information comprises the
information included in the Annual Report, but does not
include the standalone financial statements and our auditor''s
report thereon.
Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or
our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in
this regard.
Responsibility of Management for Standalone Financial
Statements
The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance with
the Ind AS and other accounting principles generally accepted
in India, including the accounting Standards specified under
section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates 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 preparation and presentation of the standalone financial
statement 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
is responsible for assessing the Company''s ability to continue
as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.
The Board of Directors are also responsible for overseeing the
Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements
Our objectives are to obtain reasonable assurance about
whether the financial standalone statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect 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 on the basis of these standalone
financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
⢠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 to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company
has adequate internal financial controls system with
reference to financial statements in place and the
operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
⢠Conclude on the appropriateness of management''s use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related 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 auditor''s report to the related disclosures
in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of
our auditor''s report. However, future events or conditions
may cause 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 standalone financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit 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
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to 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 most
significance in the audit of the standalone financial statements
for the year ended 31st March, 2026 and are therefore the key
audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order,
2020 ("the Orderâ), issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Companies Act, 2013, we give in the ''Annexure A'' a
statement on the matters specified in paragraphs 3 and 4
of 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 and
explanations which to the best of our knowledge and
belief were 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 from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and statement
of changes in equity dealt with by this Report are in
agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received
from the directors as on 31st March, 2026 taken
on record by the Board of Directors, none of the
directors is disqualified as on 31st March, 2026 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 with reference to these standalone financial
statements and the operating effectiveness of such
controls, refer to our separate Report in "Annexure
B" to this report;
(g) With respect to the other matters to be included
in the Auditor''s 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 the explanations given
to us:
i. The Company has disclosed the impact of
pending litigations on its financial position in
its standalone financial statements - Refer
note 34 to the standalone financial statements;
ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses;
iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company;
(a) The management has represented that,
to the best of its knowledge and belief,
as disclosed in note 41 to the standalone
financial statements, no funds have been
advanced or loaned or invested (either
from borrowed funds or share premium
or any other sources or kind of funds) by
the Company to or in any other persons
or entities, including foreign entities
("Intermediariesâ), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall:
⢠directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever ("Ultimate
Beneficiariesâ) by or on behalf of the
Company or
⢠Provide any guarantee, security or
the like to or on behalf of the Ultimate
Beneficiaries.
(b) The management has represented, that,
to the best of its knowledge and belief,
as disclosed in note 41 to the standalone
financial statements, no funds have
been received by the Company from any
persons or entities, including foreign
entities ("Funding Partiesâ), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall:
⢠directly or indirectly, lend or invest in
other persons or entities identified
in any manner whatsoever ("Ultimate
Beneficiariesâ) by or on behalf of the
Funding Party or
⢠Provide any guarantee, security or the
like from or on behalf of the Ultimate
Beneficiaries.
(c) Based on the 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 misstatements.
iv. The Board of Directors has not recommended
any dividend for the financial year ended 31st
March, 2026 and, accordingly, no dividend was
declared or paid by the Company during the
year.
(h) With respect to the matter to be included in the
Auditor''s Report under Section 197(16) of the Act:
In our opinion and according to the information and
explanations given to us, the remuneration paid by
the Company to its directors during the current year
is in accordance with the provisions of Section 197
of the Act. The remuneration paid to any director is
not in excess of the limit laid down under Section 197
of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the
Act which are required to be commented upon by us.
(i) Based on our examination which included test
checks, the Company has used accounting software
systems for maintaining its books of account for the
financial year ended 31st March, 2026 which has a
feature of recording audit trail facility and the same
has operated throughout the year for all relevant
transactions recorded in the software systems.
Further, during the course of our audit we did not
come across any instance of audit trail feature being
tampered with and the audit trail has been preserved
by the company as per the statutory requirements
for record retention.
Chartered Accountants
FRN.: 141173W
Proprietor
Date: 14th May, 2026 Membership No.: 153774
Place: Ahmedabad UDIN : 26153774RIGESV3291
We have audited the accompanying standalone financial
statements of KRN Heat Exchanger and Refrigeration Limited.
(Formerly known as KRN Heat Exchanger and Refrigeration
Private Limited) ("the Companyâ), which comprise the balance
sheet as at 31st March, 2025 and the statement of Profit and
Loss (including other comprehensive income), and statement
of change in equity and statement of cash flows for the year
ended 31st March, 2025 and notes to the financial statements,
including a summary of material 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 aforesaid standalone financial
statements give the information required by the Companies
Act, 2013, as amended ("the actâ) in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under Section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, and other accounting principles generally
accepted in India, of the state of affairs of the Company as at
31st March, 2025, its Profit or Loss and total comprehensive
income (including other comprehensive income), the changes
in equity and its cash flows for the year ended on 31st March,
2025.
Basis for Opinion
We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013. Our responsibilities under those Standards are further
described in the ''Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements'' section of our report. We are
independent of the Company in accordance with the ''Code of
Ethics'' issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the
Companies Act, 2013 and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion on
the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the financial year ended
31st 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 a
separate opinion on these matters and there is no Key Audit
Matters which need to be reported.
Information Other than the financial statements
and Auditor''s report thereon
The Company''s Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion and Analysis, Board''s Report including Annexures
to Board''s Report, Business Responsibility Report, Corporate
Governance and Shareholder''s Information, but does not
include the standalone financial statements and our auditor''s
report thereon.
Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained during the course of our audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in
this regard.
Responsibility of Management for Standalone
Financial Statements
The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance
with the Ind AS and other accounting principles generally
accepted in India, including the accounting Standards specified
under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates 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 preparation and presentation of the standalone financial
statement 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
is responsible for assessing the Company''s ability to continue
as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so
The Board of Directors are also responsible for overseeing the
Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements
Our objectives are to obtain reasonable assurance about
whether the financial standalone statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect 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 on the basis of these standalone
financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
⢠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 to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company has
adequate internal financial controls system with reference
to financial statements in place and the operating
effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
⢠Conclude on the appropriateness of management''s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related 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 auditor''s
report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor''s report. However,
future events or conditions may cause 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 standalone financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit 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
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to 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 most
significance in the audit of the standalone financial statements
for the year ended 31st March, 2025 and are therefore the
key audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2020
("the Orderâ), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in the ''Annexure A'' a statement on the
matters specified in paragraphs 3 and 4 of 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 and
explanations which to the best of our knowledge and belief
were 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 from
our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive Income,
the Cash Flow Statement and statement of changes in
equity dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting Standards
specified 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 from
the directors as on 31st March, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as
on 31st March, 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 with reference to these standalone financial
statements and the operating effectiveness of such
controls, refer to our separate Report in "Annexure Bâ to this
report;
(g) With respect to the other matters to be included in
the Auditor''s 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 the explanations given to us:
i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer note 33 to the standalone
financial statements;
ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses;
iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company;
(a) The management has represented that, to the best of
its knowledge and belief, as disclosed in note 40 to the
standalone financial statements, no funds have been
advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind
of funds) by the Company to or in any other persons or
entities, including foreign entities ("Intermediariesâ),
with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall:
⢠directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever ("Ultimate
Beneficiariesâ) by or on behalf of the Company or
⢠Provide any guarantee, security or the like to or on
behalf of the Ultimate Beneficiaries.
(b) The management has represented, that, to the best of
its knowledge and belief, as disclosed in note 40 to the
standalone financial statements, no funds have been
received by the Company from any persons or entities,
including foreign entities ("Funding Partiesâ), with the
understanding, whether recorded in writing or otherwise,
that the Company shall:
⢠directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever ("Ultimate
Beneficiariesâ) by or on behalf of the Funding Party or
⢠Provide any guarantee, security or the like from or on
behalf of the Ultimate Beneficiaries.
(c) Based on such audit procedures as 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
misstatements.
iv. There has no dividend declared or paid during the year
ended 31st March, 2025 by the Company, since compliance
under section 123 of the companies Act, 2013 is not
applicable to the company.
(h) With respect to the matter to be included in the Auditor''s
Report under Section 197(16) of the Act:
In our opinion and according to the information and
explanations given to us, the remuneration paid by the
Company to its directors during the current year is in
accordance with the provisions of Section 197 of the Act.
The remuneration paid to any director is not in excess
of the limit laid down under Section 197 of the Act. The
Ministry of Corporate Affairs has not prescribed other
details under Section 197(16) of the Act which are required
to be commented upon by us.
(i) Based on our examination which included test checks, the
Company has used accounting software for maintaining
its books of account for the year ended 31st March, 2025
which has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for all
relevant transactions recorded in the software. Further,
during the course of our audit we did not come across
any instance of audit trail feature being tampered with in
respect of the accounting software.
For Keyur Shah S Co.
Chartered Accountants
FRN.: 141173W
Keyur Shah
Proprietor
Membership No.: 153774
UDIN : 25153774BMIOKE9962
Date: 12th May, 2025
Place: Ahmedabad
We have audited the accompanying standalone financial statements of KRN Heat Exchanger and Refrigeration limited (Formerly Known as KRN Heat Exchanger And Refrigeration Private Limited)
("the Company"), which comprise the balance sheet as at 31st March, ''24, and the statement of Profit and Loss (including other comprehensive income), and statement of change in equity and statement of cash flows for the year ended 31st March, ''24, and notes to the financial statements, including a summary of material 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 aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, ''24, and its profit (including other comprehensive income), statement of change in equity and its cash flows for the year ended 31st March, ''24.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and^s^^^i^eto provide a basis for our opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone financial statements for the financial year ended 31st March, ''24. 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 a separate opinion on these matters and there is no Key Audit Matters which need to be reported.
Information Other than the financial statements and Auditor''s report thereon
The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder s Information, but does not include the standalone financial statements and our auditor''s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management for Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates 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 preparation and presentation of the standalone financial statement 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 is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Bpard^^l^^^^ either intends to liquidate the Company or to cease operations, or has no realistic
The Board of Directors are also responsible for overseeing the Company''s finarfd^l rjqpc^in ? pyepejs.
Auditor''s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect 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 on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠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 to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higherthan for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system with reference to financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related 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 auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause 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 standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any sigoifiQatnfc^eficiencies 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 requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to 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 most significance in the audit of the standalone financial statements for the period ended 31st March, ''24 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ''Annexure A'' a statement on the matters specified in paragraphs 3 and 4 of 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 and explanations which to the best of our knowledge and belief were 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 from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified 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 from the directors as on 31st March, ''24 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, ''24 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 with reference to these standalone
financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report; !SSS=s=^
(g) With respect to the other matters to be included in the Auditor''s 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 the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer note 35 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;
iv.
(a) The management has represented that, to the best of its knowledge and belief, as disclosed in note 45 to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
⢠directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or
⢠Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(b) The management has represented, that, to the best of its knowledge and belief, as disclosed in note 45 to the financial statements, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:
⢠directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or
⢠Provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.
(c) Based on such audit procedures as 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 misstatements. ^IITsh
v. The dividend has not been declared or paid during the yeapbjSm^
compliance of the Section 123 of the Act is not applicable. k/cC
(h) With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.
(i) Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.
For, Keyur Shah & Co.
Chartered Accountants
FRN.: 141173W [__,
Keyur ShafT
Proprietor
Membership No.: 153772T Date: 01st August, ''24
UDIN:-24153774BKBOAA5163 Place: Ahmedabad
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