1. We have audited the accompanying standalone financial statements of KEC International Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information in which are included the fi nancial statements/financial information for the year ended on that date audited by the branch auditors of the Company’s 39 branches located at Abu Dhabi, Afghanistan, Algeria, Bangladesh, Benin, Bhutan, Burundi, Burkina Faso, Cameroon, Egypt, Ethiopia, Georgia, Ghana, Guinea, Ivory Coast, Jordan, Kenya, Kuwait, Libya, Malaysia, Mali, Moldova, Morocco, Mozambique, Nepal, Nigeria, Oman, Papua New Guinea, Philippines, Senegal, Sierra Leone, South Africa, Sri Lanka, Tanzania, Thailand, Togo, Tunisia, Uganda and Zambia and financial statements/financial information of 34 jointly controlled operations consolidated on a proportionate basis. (refer Note 49 to the attached standalone financial statements) (hereinafter referred to as “standalone financial statements”).
2. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of branch auditors and other auditors on audited financial statements/financial information of branches and jointly controlled operations, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“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 March 31, 2025, and total comprehensive income
(comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.
BASIS FOR OPINION
3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. 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 Act 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 and the audit evidence obtained by the branch auditors and other auditors in terms of their reports referred to in sub-paragraphs 14 and 15 of the “Other Matter” section below, is sufficient and appropriate to provide a basis for our opinion.
EMPHASIS OF MATTER
4. We draw attention to Note 63 to the standalone financial statements, regarding an ongoing investigation by a government agency. The impact of the matter, if any, on the standalone financial statements would be dependent on the outcome of this investigation.
Our opinion is not modified in respect of the above matter.
KEY AUDIT MATTERS
5. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. 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.
Key audit matter
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How our audit addressed the key audit matter
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Estimation of construction contract revenue and
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Our procedures in respect of recognition of construction
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related cost
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contract revenue and related cost included the following:
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(Refer Notes 38 and 50 to the standalone financial
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• Understood and evaluated the design and tested the
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statements)
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operating effectiveness of key internal financial controls, including those related to estimation of construction
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The Company enters into engineering, procurement and
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contract costs, contract revenue and review and approval
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construction contracts, which are complex in nature and generally extend over a period of 2 to 3 years. Contract
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thereof.
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prices are fixed and/ or subject to price variation clauses.
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• Assessed the appropriateness of the revenue recognition accounting policies in accordance with Ind AS 115
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Contract revenue is measured based on the proportion of contract costs incurred for work performed until
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“Revenue from Contracts with Customers”.
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the balance sheet date, relative to the estimated total
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• For selected sample of contracts, performed the following
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contract costs. The recognition of revenue, therefore, is
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procedures:
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based on estimates in relation to total estimated costs
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a) Obtained and examined project related documents
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and estimated contract price of each contract.
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such as contracts, customer communications and price
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This method requires the Company to perform an initial
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or scope variation orders.
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assessment of total estimated cost which include cost
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b) Obtained the percentage of completion calculations,
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contingencies and subsequently, reassess the total
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agreed key contractual terms with customer contracts/
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construction cost at each reporting period to determine
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communication, tested the mathematical accuracy of
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the appropriate percentage of completion.
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the cost to complete calculations and re-performed
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Based on contractual tenability of claims, price or scope
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the calculation of revenue recognised during the year
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variations, and progress of discussions and negotiations
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based on the percentage of completion.
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with the customers, Management recognises revenue
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c) Evaluated Management’s development of the budgeted
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for variable consideration and related contract balances
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project/ contract costs, changes between planned and
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in those circumstances, where it is highly probable that there will not be a significant reversal of cumulatively
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actual costs, and the estimated costs to complete.
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recognised revenue when the related uncertainties are resolved. Recognition of variable consideration involves
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d) Verified relevant supporting documents and performed cut off procedures for construction contract related
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significant Management judgment considering the
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costs incurred through the reporting period.
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complexities, uncertainties and extended period of time
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e) Evaluated the reasonableness of key assumptions
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when the related matters are ultimately concluded. Management periodically assesses the recoverability of
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included in the estimated total construction contract related costs:
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such claims, price, or scope variations recognised as
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- Obtained the breakdown of estimated total contract
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part of revenue and related contract balances, based on
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costs and tested elements of the committed cost by
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inputs from Management’s expert, certain assumptions,
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obtaining executed purchase orders, agreements,
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past experience, facts and circumstances of the
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customer confirmations/ documents, evidence
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underlying customer contract and consequently updates
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relating to variable consideration/ claims.
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the amounts recognised in the financial statements.
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- Evaluated reasonableness of Management’s
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We considered the estimation of construction contract
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judgements and assumptions by using past
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revenue and related cost as a key audit matter given the
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experience and comparing the change in estimated
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following:
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total construction contract costs at period end from the previous periods.
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- There is an inherent risk and a presumed risk of fraud
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f) Tested trade receivables, contract assets and contract
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in revenue recognition, considering also the complex
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liability balances based on the status of specific
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nature of the customer contracts; and
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contracts, considering the billing done, revenue
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- Complexities involved and significant Management
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recognised and advances received from customer, if
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judgement in making forecasts of future cost to
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any, through the reporting date.
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complete the contract taking into account future
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• For selected samples, evaluated Management’s assessment
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activities to be performed in the contract, additional
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of recognising revenue for variable consideration,
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costs to be incurred, which has a consequential
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including claims, price or scope variations by reviewing
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impact on the amount of revenue recognised,
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the contractual terms, client communications and past
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variable consideration recognised as revenue and the significance of these amounts to the financial
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experience, as applicable by involving auditor’s expert.
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statements.
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• Assessed the adequacy of presentation and related disclosures in the financial statements.
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Key audit matter
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How our audit addressed the key audit matter
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Recoverability of Trade Receivables and Contract
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Our procedures in respect of recoverability of trade receivables
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Assets
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and contract assets included the following:
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(Refer to Notes 10, 15, 19 and 62 to the standalone
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• Evaluated the design and tested the operating effectiveness
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financial statement)
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of key internal financial controls over Management’s
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Trade receivables and contract assets represent significant balances in the Company’s standalone financial
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assessment of recoverability of trade receivables and contract assets.
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statements as at March 31,2025. The assumptions used
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• Obtained an understanding from Management for a selected
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for estimating the expected credit loss in respect of these
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sample of such customer balances the related contractual
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balances is an area which is influenced by significant
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terms, collection experience, basis of Management’s
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Management’s judgment.
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assessment of collectability, and expected realisation plan.
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The Management assesses the estimated credit losses
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• Assessed the information used by the Management to
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in respect of trade receivables and contract assets
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determine the expected credit losses for a selected sample
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based on credit risk profile of customers, project status,
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of such customer balances by considering credit risk
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past collection experience, ongoing litigations and
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profile of the customer, contractual terms, project status,
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disputes, if any, economic and market conditions and
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past collection experience, uncertainties and delays in
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applicable forward looking assumptions. Considering
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recoveries, subsequent realisation, correspondence with
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such assessment, Management uses a provision matrix
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the customers, ongoing litigations and disputes, if any.
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to recognise impairment for expected credit losses in respect of such balances.
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• Tested the key assumptions and arithmetical accuracy of the provision matrix model used by Management to calculate
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Given the relative significance of these balances to the
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the probability of default and estimate the expected credit
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standalone financial statements, Management judgement
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losses in respect of trade receivables and contract assets.
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and uncertainties involved as well as the nature and extent of audit procedures performed to assess the recoverability of trade receivables and contract assets, we determined this to be a key audit matter.
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• Assessed the adequacy of presentation and related disclosures in the financial statements.
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OTHER INFORMATION
6. The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the financial statements and our auditor’s report thereon. The annual report is expected to be made available to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not cover the other information and we will 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.
RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS
7. 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, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
8. I n 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those 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
9. 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.
10. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• I dentify 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 Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the branches and jointly controlled operations within the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the standalone financial statements, which have been audited by branch auditors and other auditors, such branch auditors and other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
11. 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.
12. 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.
13. From the matters communicated with those charged with governance, we determine those matters including those reported by the branch auditors and other auditors that were of most significance in the audit of the standalone financial statements of the current period 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.
operating effectiveness of such controls, refer to our separate Report in “Annexure A”.
(i) 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 financial statements (Refer Note 56 to the financial statements);
ii. The Company has made provision, as required under the applicable law or Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts (Refer Note 36.3 to the financial statements);
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.
iv. (a) The management has represented to us
and to the branch auditors that, to the best of its knowledge and belief, other than as disclosed in the notes to these 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 or any of the branches 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, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company or any of the branches (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 9.7 and 9.8 to the standalone financial statements);
(b) The management has represented to us and to the branch auditors that, to the best of its knowledge and belief, other than as disclosed in the notes to these standalone financial statements, no funds have been received by the Company or any of the branches from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
OTHER MATTER
14. The financial statements/financial information of 38 Branches and 32 jointly controlled operations included in the standalone f nancial statements of the Company reflect total assets of ' 3,637 crores and net assets of ' 450 crores as at March 31, 2025, total revenue from operations of ' 2,065 crores, net profit after tax of ' 26 crores, total comprehensive income (comprising of profit and other comprehensive loss) of ' 6 crores and net cash inflows amounting to ' 44 crores for the year then ended. These financial statements and other financial information have been audited by branch auditors and other auditors whose reports have been furnished to us by the management, and our opinion on the standalone financial statements including other information in so far as it relates to the amounts and disclosures included in respect of these branches and jointly controlled operations, is based on the reports of such branch auditors and other auditors and the procedures performed by us. Material uncertainty related to going concern has been reported by 1 branch, on account of losses incurred during the year by this branch, which is not material in relation to the operations of the Company.
15. The financial statements/financial information of 1 branch and 2 jointly controlled operations located outside India, included in the standalone financial statements, which constitute total assets of ' 1,923 crores and net assets of ' 591 crores as at March 31, 2025, total revenue from operations of ' 2,384 crores, net profit after tax of ' 219 crores, total comprehensive income (comprising of profit and other comprehensive income) of ' 238 crores and net cash outflows amounting to ' 6 crores for the year then ended, have been prepared in accordance with accounting principles generally accepted in their respective countries and have been audited by branch auditor and other auditors under generally accepted auditing standards applicable in their respective countries. The Company’s management has converted the financial statements/ financial information of such branch and jointly controlled operations located outside India from the accounting principles generally accepted in their respective countries to the accounting principles generally accepted in India. We have audited the conversion adjustments, if any, made by the Company’s management. Our opinion in so far as it relates to the balances and affairs of such branch and jointly controlled operations located outside India, is based on the report of such branch auditor and other auditors and the conversion adjustments prepared by the management of the Company and audited by us. Material uncertainty related to going concern has been reported by 1 jointly controlled operation, on account of trading being dissolved during the year by this jointly controlled operation, which is not material in relation to the operations of the Company.
Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters of
our reliance on the work done and reports of the branch auditors and other auditors.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
16. 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 Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
17. 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) I n 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 and the reports of the branch auditors and other auditors except for the matters stated in paragraph 17(i)(vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).
(c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.
(d) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account and the financial information/ financial statements received from branches and the jointly controlled operations.
(e) In our opinion, the aforesaid standalone financial statements comply with Indian Accounting Standards specified under Section 133 of the Act.
(f) On the basis of the written representations received from the directors as on April 1, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from being appointed as a director in terms of Section 164(2) of the Act.
(g) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 17(b) above on reporting under Section 143(3)(b) and paragraph 17(i)(vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).
(h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and its branches, and the
Company or any of the branches shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 9.8 to the standalone financial statements); and
(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances performed by us and those performed by the branch auditors, nothing has come to our or branch auditors notice that has caused us or branch auditors to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v. The dividend declared and paid by the Company during the year is in compliance with Section 123 of the Act.
vi. Based on our examination, which included test checks and that performed by the Branch auditors, the Company and its branches have used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software, except that in case of the Company, the audit trail is not maintained in case of any changes by users with certain privileged access and for any direct database changes to its accounting software. During the course of our audit and basis the report of the branch auditors, except for the aforesaid instance, where the question of our commenting on whether the audit trail has been tampered with does not arise, we or the branch auditors did not notice any instance of audit trail feature being tampered with.
18. The Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Sumit Seth
Partner
Place: Mumbai Membership Number: 105869
Date: May 26, 2025 UDIN: 25105869BMOPCD8789
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