We have audited the Standalone financial statements of Kernln Ayurveda Limited ('the Company ). which comprise the Balance Sheet as at 31st 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 the notes to the financial statements, including a summary of significant accounting policies and other explanatory information
In our opinion and to the best of our information and according to the explanations gi\en to us. except for the possible effects of the matter described in the ' Basis for Qualified Opinion section the aforesaid financial statements give the information required by the Companies Act 2013 ("the Act") in the manner so required and give a true and fair \ icw in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules. 20l5.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 loss including comprehensive income, its cash flows and the changes in equity for the y ear ended on that date
Basis for Qualified Opinion
The Company lias a bank account with HDFC Bank Limited hav ing a balance of ?3 85 lakhs as at 31st March 2025, w hich is subject to confirmation and reconciliation In the absence of sufficient audit evidence regarding the accuracy and completeness of this balance, we are unable to determine the possible adjustments, if any. that may be required in respect of this item
We conducted our audit of the financial statements in accordance with the Standard of Auditing (SAs) specified under section I43( 10) of the Act Our responsibilities under those SAs arc further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the Code of Ethics issued bv the Institute of Chartered Accountants of India together w ith the ethical requirements that are relevant to our audit of the financial statements under the prov isions of the Act and the Rules thereunder and we have fulfilled our ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit ev idcncc vve hav e obtained is sufficient and appropriate to prov ide a basis for our opinion on the financial statements.
Emphasis of Matters
I Wc draw attention to Note 43 to the financial Statements, relating to the restatement of prior penod figures due to errors and omissions identified during the current reporting period Ilicsc restatements have been made in accordance with Ind AS 8 Accounting Policies, Changes in Accounting Estimates and Errors
2. We draw attention to Note 16 of the financial statements, relating to the significant trade receivables due from the Company 's subsidiaries A substantial portion of these balances has been outstanding for more than 6 months Management has represented that these amounts are fully recoverable and accordingly , no prov ision for expected credit loss has been recognised
Our opinion is not modified in respect of the above matters
Key audit matters
Key audit matters are those matters that, in our professional judgment, w ere of most significance in our audit of the standalone financial statements of the current period These matters w ere addressed m 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 We have determined the matters described below to be the key audit matters to be communicated in our report.
Restatement of prior period Financial Statements due to material error:
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Key Audit Matter
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How tlu* mutter was addressed in Audit
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During the >car. the Companv has restated its comparative financial statements to coned certain material prior period errors The restatements primarilv relate to:
Ý Incorrect foreign exchange translation and restatement of balances denominated in foreign currencies.
Ý Inadequate impairment assessment of investments and loans extended to certain subsidiancs. and
• Misclassification of certain financial assets and liabilities in the earlier periods.
These restatements involved significant management judgment. retrospective adjustments, and reclassification of comparative financial information, all of which were material to users of the financial statements Given the nature, extent, and complexity of these restatements and the increased audit effort required to validate the adjustments, we considered this to be a kev audit matter
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Our procedures included, among others
• Obtaining a detailed understanding of the nature of the prior period errors and the Company's restatement process.
• Evaluating the Company's internal documentation and management's assessment supporting die restated figures.
• Re-performing management's calculations for
Ý Restatement of foreign currency balances and unrealised exchange gains/losses:
Ý Impairment testing of investments and inter-company loans based on recoverability: and
Ý Reclassification and measurement of financial instruments under applicable Ind AS (including Ind AS 109 and Ind AS 32)
• Assessing whether the restated disclosures in the financial statements complv with the requirements of Ind AS X Accounting Policies. Changes in Accounting Estimates and Errors
• Evaluating the appropriateness and completeness of the disclosures related to restated comparatives
Reference in Financial Statements: Refer Note 43 Disclosures required under Ind AS Hfor correction of prior period errors.
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Identification and disclosures of Related Parties:
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Key Audit Matter
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How the matter was addressed in Audit
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The Companv has significant related party transactions, which include sale and purchase of goods and services, as well as lending, investment, and borrowing transactions with its subsidiancs. associates, joint ventures, and other related parties.
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Our audit procedures included, among others:
Ý Evaluated the design and tested the operating effectiveness of controls over identification and disclosure of related part> transactions Identification and disclosure of related parties was a significant area of focus and hence is considered a Kev Audit Matter
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Given the pervasive nature of these transactions.
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• Obtained a list of related parties from the
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the risk of incomplete identification.
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Company s management and traced die
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inappropriate classification and inadequate
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related parties to declarations given bv
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disclosure is heightened
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directors, where applicable, and to Note 39 of the standalone Ind AS financial
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Assessing compliance with Ind AS 24 Related
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statements.
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Party Disclosures requires significant
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Ý Reviewed the minutes of the meetings of
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management judgment, particularly in ensuring
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the Board of Directors and Audit
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completeness and accuracy of disclosures and
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Committee and traced related partv
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compliance with corporate governance
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transactions with limits approved by
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requirements.
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Audit Committee / Board • Reviewed die declarations of related
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Accordingly, related partv transactions were
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partv transactions given to the Board of
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considered a key audit matter
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Directors and Audit Committee Ý Verified the disclosures in the standalone Ind AS financial statements for compliance with Ind AS 24 Reference in Financial Statements Refer Note 39 Related Party Transactions
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Testing for impairment of investments and loans advanced to subsidiary Companies:
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Key Audit Matter
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How the matter was addressed in Audit
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The Company has invested in various
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Our audit procedures included, among others.
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subsidiaries and advanced significant loans to us
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•
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Reviewing the financial health of the
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such entities, which are outstanding as at the
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subsidiaries by examining their
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balance sheet date. These investments and loans
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audited/unaudited financial statements
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form a substantial portion of the Company's
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and cash How forecasts
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financial assets
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Ý
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Obtaining a schedule of loans advanced
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to subsidiaries and verifying balances
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The assessment of recoverability of loans and the
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with underlying loan agreements.
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valuation of these investments involves
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•
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Assessing the terms and conditions of the
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significant management judgment This includes
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loans, including tenure, interest, and
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evaluating:
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repayment clauses
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• Die financial position and cash flow
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Ý
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Evaluating the reasonableness of
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projections of the subsidiaries.
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management's assessment of
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• Die purpose and utilisation of the loans.
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impairment including assumptions used
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• Probability of repayment or
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for calculating expected credit losses.
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restructuring, and
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Ý
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Reviewing the basis and documentation
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Ý The fair valuation of investments in
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for impairment provision recognised for
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accordance with Ind AS requirements
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the specific subsidiary loan
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Assessing compliance with disclosure
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Given die materiality of the amounts involved.
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requirements under Ind AS 107. Ind AS
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the related partv nature of the transactions, and
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109, Ind AS 36 and Ind AS 24.
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the judgment involved in assessing the
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Ý
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Evaluating the adequacy and
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impairment and recoverability, we considered
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appropriateness of disclosures made in
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this a kev audit matter
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the financial statements.
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Reference in Financial Statements
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Refer Note 9 and 10 - Investments and hums to
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Subsidiaries
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Information other than the standalone financial statements and auditor's report thereon
The Company's management and Board of Directors are responsible for the other information The oilier information comprises the information included in the Company's annual report, but docs not include the financial statements and our auditor's report thereon Hie annual report is expected to be made available to us alter the date of this auditor's report
Our opinion on the financial statements does not cover the other information and we do not express am form of assurance conclusion thereon
In connection with our audit of the 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 in the 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 the fact We have nothing to report in this regard
Responsibilities of management and those charged with governance for the 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 financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, and cash flows and changes 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 arc 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.
In preparing the 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 hut to do so
The Board of Directors is also responsible for overseeing the Company s financial reporting process. Auditor’s Responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 m 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 Financial Statements
As part of an audit in accordance with SAs. we exercise professional judgment and maintain professional scepticism throughout the audit We also:
• Identify and assess the risks of material misstatement of the 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. Hie risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud mat 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 l43(3)(i)of the Companies Act. 2013. we arc also responsible for expressing our opinion on whether the company has adequate internal financial controls system 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 arc required to draw attention in our auditor's report to the related disclosures in the financial statements or. if such disclosures arc 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 financial statements represent the underlying transactions and events in a manner that achieves fair presentation
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work, and (n) to evaluate the effect of any identified misstatements in the financial statements
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 identity 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
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 "Anncxurc 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 die Act. we report that:
i) Wc have sought and obtained all the information and explanations which to the best of our know ledge and belief were necessary for the purposes of our audit it) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, proper books of account as required b\ law have been kept by the Company so far as it appears from our examination of those books iii) The company docs not have an> branches which has not been audited by us and so provisions of section I43(X) are not applicable to the company i\) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and die Statement of Cash flows dealt with b> this Report are m agreement with the books of account
v) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules. 2015. as amended.
vi) 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
mi) 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 B’ Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Company‘s internal financial controls over financial reporting, v in) In our opinion, the managerial remuneration for the year ended March 31. 2025 has been paid / provided b\ the Company to its directors in accordance with the provisions of section 107 read with Schedule V to the Act,
ix) With respect to the matters to be included in the Auditor's Report in accordance w ith Rule 11 of the Companies (Audit and Auditors) Rules. 2014. m our opinion and to the best of our information and according to the explanation given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; ni. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. iv. n) The Management has represented that, to the best of its knowledge and belief, no funds (which are material cither 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 entity, including foreign entity (“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 ("Ultimate Beneficiaries") or provide any guarantee, security or ihe like on behalf of the Ultimate Beneficiaries
b) rhe Management has represented, that, to the best of its know ledge and belief, no funds (which are material cither individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified ui 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 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(c), as provided under (a) and (b) above, contain any material misstatement
v Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account for the financial year ended 31 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 and based on our test checks we did not come across any instance of the audit trail feature being tampered with, further, the C ompany has n system which ensures that the audit trail is preserved by ihc Company as per ihc sLatuLory requirements for record retention, vi. Since Ihc Company has nut dcclnred or paid any dividend dunng ili^ year, ihc question of cum men Ling on whether dividend declared or piud is in accordance with Section 123 of Ihc Companies Acl 2013 docs not arise.
For G Joseph <& Associates Chartered Accountants firm Keg. No. 00631 OS
Sd/-
UDIN 25233286BMIIBT4819 Raphael Sharon
Place: Hmakulam Partner
Date : 26.05.2025 233286
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