We have audited the accompanying Ind
AS financial statements of KSE Limited
(CIN:L15331KL1963PLC002028) ("the Company”),
st
which comprise the Balance Sheet as at 31
March, 2025, 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 Ind AS financial statements, including a
summary of significant accounting policies and
other explanatory information (hereinafter referred
to as "Ind AS financial statements”) which we have
signed under reference to this report.
In our opinion and to the best of our information
and according to the explanations given to us,
the aforesaid Ind AS 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 Indian
Accounting Standards prescribed under section
133 of the Act read with Companies (Indian
Accounting Standards) Rules, 2015 as amended
("Ind AS”) and other accounting principles
generally accepted in India, of the state of affairs
of the Company as at 31st March 2025, its profit,
total comprehensive income, the changes in equity
and its cash flows for the year ended on that date.
Basis for Opinion
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 Ind
AS 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 Ind AS financial statements under the
provisions of the Act and the Rules there under, 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 Ind AS
financial statements.
Emphasis of Matter
We draw attention to the matters detailed below.
Our opinion is not modified in respect of these
matters.
a. Note No.21.2 in the Ind AS financial statements:
As stated in the note, the classification of trade
payables as covered under the Micro, Small&
Medium Enterprises, Development (MSMED)
Act 2006 and others, is as carried out by the
company based on the information available
with it.
b. Note No.34.9 in the Ind AS financial statements
:The company has stated in this note that it
has a system of obtaining confirmations of
balances. However, balances in the accounts,
except balances with banks and a few trade
receivables are subject to confirmation.
Key Audit Matters
Key audit matters are those matters that, in our
professional judgment, were of most significance
in our audit of the Ind AS financial statements of
the current period. These matters were addressed
in the context of our audit of the Ind AS financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters.
Key Information technology (IT) systems used in
financial reporting process.
Key Audit Matter Description
The Company's key financial accounting and
reporting processes are highly dependent on
information systems including automated controls
in systems, such that there exists a risk that gaps
in the IT control environment could result in the
financial accounting and reporting records being
misstated. The company is using an ERP Solution
developed in house and it has yet to be evolved
into a full fledged end to end solution, while the
system is handling large transaction volumes
at multiple locations. During the year company
conducted Information Systems audit through
qualified professionals and the risks identified
were mitigated to a large extent. Some of the risks
identified are getting addressed by the company.
So the 'IT systems and controls' continues to be
as key audit matter.
How the Key Audit Matter Was Addressed in the
Audit
We focused on the unresolved risk areas identified
in the information system audit and on system
reconciliation controls and system application
controls over key financial accounting and
reporting systems.
We tested a sample of key controls operating over
the information technology in relation to financial
accounting and reporting systems, design and
operating effectiveness of key controls over user
access management and preventive controls
designed to enforce segregation of duties. For
a selected group of key controls over financial
and reporting systems, we independently
performed procedures to determine that these
controls remained unchanged during the year
or were changed following the standard change
management process and are not affected by the
identified unresolved risks.
Information Other Than The Ind AS Financial
Statements And Auditor's Report Thereon
The Company's Board of Directors is responsible
for the other information. The other information
comprises the Directors Report including the
annexures to Directors' Report, Secretarial audit
Report, Management Discussion & Analysis Report
and Corporate Governance Report included in
the Annual report but does not include the Ind
AS 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 Ind AS 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 Ind AS financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the
other information is materially inconsistent with
the Ind AS 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.
Responsibilities of Management And Those
Charged With Governance For The Ind AS
Financial Statements
The Company's Management and Board of
Directors are responsible for the matters stated
in section 134(5) of the Act with respect to the
preparation of these Ind AS financial statements
that give a true and fair view of the financial
position, financial performance including other
comprehensive income, cash flows and change
in equity of the Company in accordance with the
accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS)
specified under section 133 of the Act read with
the Companies (Indian Accounting Standards)
Rules, 2015, as amended. 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 the design, implementation and maintenance
of adequate internal financial control that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant
to the preparation and presentation of the Ind AS
financial statements that give a true and fair view
and are free from material misstatement, whether
due to fraud or error.
In preparing the Ind AS 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.
The Board of Directors are also responsible for
overseeing the Company's financial reporting
process.
Auditor's Responsibility for the Audit of the IND
AS Financial Statements
Our objectives are to obtain reasonable assurance
about whether the Ind AS 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 Ind AS 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 Ind AS 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 the
financial statement 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 Ind AS
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 Ind AS financial statements,
including the disclosures, and whether the
Ind AS 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 Ind AS financial statements of 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 Section 143(3) of the Act, based
on our audit, we report, to the extent applicable
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 purpose 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 Ind AS financial
statements comply with the Accounting
Standards specified under Section 133
of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as
amended by Companies (Indian Accounting
Standards) Amendment Rules, 2022.
e. On the basis of 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 over financial
reporting of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure A” to this
report. Our report expresses an unmodified
opinion on the adequacy and operating
effectiveness of the Company's internal
financial controls over financial reporting.
g. With respect to the other matters to
be included in the Auditor's Report in
accordance with the requirements of
Section 197(16) of the Act, as amended :
In our opinion and to the best of our
information and according to the
explanations given to us, the remuneration
paid by the Company to its directors during
the year is in accordance with the provisions
of Section 197 of the Act.
h. 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 Ind AS financial
statements- Refer Note 34.3 to the Ind
AS financial statements;
ii. The Company did not have any long
term contracts including derivative
contracts for which there were any
material foreseeable losses.
iii. Interest on deposits of Rs.1,04,315
remaining unclaimed for more than
seven years have not been transferred
to Investor Education and Protection
Fund and according to the information
and explanation given to us, the
data required for the transfer is not
available with the Company. Except
this, there has been no delay in
transferring amounts, 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, no funds (which are
material either individually or in the
aggregate) 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 person 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 by or on
behalf of the Company ("Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
b. The Management has represented
that, to the best of its knowledge
and belief, no funds (which are
material either individually or
in the aggregate) have been
received by the Company from
any person or entity, 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 by or on behalf
of the Funding Party ("Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
c. Based on the audit procedures that
has been considered reasonable and
appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any
material misstatement.
v. As stated in Note 16.2 to the Ind As
financial statements
a. The final dividend proposed in the
previous year, declared and paid by
the Company during the year is in
accordance with Section 123 of the
Act, as applicable.
b. The interim dividend declared and
paid by the Company during the
year is in compliance with Section
123 of the Act.
c. the Board of Directors of the
Company have proposed final
dividend for the year which is
subject to the approval of the
members at the ensuing Annual
General Meeting. The amount of
dividend proposed is in accordance
with Section 123 of the Act, as
applicable.
2. Based on our examination which included test
checks, the Company has used 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 and the audit trail has been preserved by
the Company as per the statutory requirements
for record retention.
3. 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 "Annexure
B” a statement on the matters specified in
paragraphs 3 and 4 of the Order.
For Sridhar & Co
Chartered Accountants,
(Firm No: 003978S)
Sd/-
CA.R. SRINIVASAN, F.C.A
(M.No. 200969)
Place: Irinjalakuda Partner
Date: 27th May, 2025 UDIN: 25200969BMJOAM4447
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