KEC International Limited
REPORT ON THE AUDIT OF THE STANDALONEFINANCIAL STATEMENTS
OPINION
1. We have audited the accompanying standalone financial statements of KEC International Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policy information and other explanatory information in which are included the financial 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, Bhutan, Burundi, Burkina Faso, Cameroon, Egypt, Ethiopia, Georgia, Ghana, Guinea, Ivory Coast, Jordan, Kenya, Kuwait, Libya, Malaysia, Mali, Moldova, Morocco, Mozambique, Nepal, Nicaragua, 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 Notes 4.1 and 50 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 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, 2024, 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 standalone 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 other auditors in terms of their reports referred to in sub-paragraphs 14 and 15 of the Other Matters section below, is sufficient and appropriate to provide a basis for our opinion.
EMPHASIS OF MATTER
4. We draw attention to Note 63 of the standalone financial statements, regarding the Company’s net exposure of ' 245 crores (including Afghanistan branch exposure) from its transmission line projects in Afghanistan as at March 31, 2024, which are kept on hold due to Force Majeure event where as per management, the probability of resumption of work is considered as remote. The timing of the recovery of the said exposure is dependent upon the geopolitical environment in Afghanistan and negotiations with international funding agencies.
Our opinion is not modified in respect of this matter.
KEY AUDIT MATTERS
5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. 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.
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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 related cost
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Our procedures over the recognition of construction revenue
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(Refer Notes 38 and 51 to the standalone financial statements)
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included the following:
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The Company enters into engineering, procurement and construction contracts, which are complex in nature and generally extend over a period of 2 to 3 years. Contract prices are fixed / subject to price variance clauses.
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• Understood and evaluated the design and tested operating effectiveness of key internal financial controls, including those related to estimation of construction contract costs & contract price and review and approval thereof.
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Contract revenue is measured based on the proportion of contract costs incurred for work performed until the balance sheet date, relative to the estimated total contract costs. The
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• Assessed the appropriateness of the revenue recognition accounting policies in line with Ind AS 115 “Revenue from Contracts with Customers”.
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recognition of revenue, therefore, rely on estimates in relation
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• For selected sample of contracts, performed the following
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to total estimated costs and estimated contract price of each
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procedures:
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contract.
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a)
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We obtained the percentage of completion
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This method requires the Company to perform an initial
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calculations, agreed key contractual terms back by
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assessment of total estimated cost and further, reassess the
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signed contracts, tested the mathematical accuracy
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total construction cost at each reporting period to determine the
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of the cost to complete calculations and re-performed
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appropriate percentage of completion.
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the calculation of revenue recognized during the year
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We considered the estimation of construction contract cost
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based on the percentage of completion.
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as a key audit matter given the involvement of significant
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b)
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For costs incurred to date, we verified relevant
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management judgement which has a consequential impact on
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supporting documents and performed cut off
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revenue recognition.
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procedures.
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c)
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Variable consideration (variation/claims) is recognized by the management when its recovery is assessed to be highly probable. We have evaluated the management assessment by reviewing the contractual terms, client communications and past trends, wherever considered necessary.
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d)
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Evaluated the reasonableness of key assumptions included in estimated total contract costs:
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- For a selected sample of contracts, obtained
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the breakdown of estimated total contract costs and tested elements of the committed cost by obtaining executed purchase orders/agreements, customer confirmations /documents, evidence relating to variable consideration/claims.
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- Evaluated reasonableness of management’s
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judgements and assumptions by using past trends and comparing the movement in estimated total contracts costs from previous periods.
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• Assessed the adequacy of presentation and related
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disclosures in the standalone financial statements.
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Based
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on the procedures performed above, we considered
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manner of estimation of contract cost and recognition of revenue to be reasonable.
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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 Assets
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Our procedures towards recoverability of trade receivables
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(Refer to Notes 10,15 and 20 to the standalone financial
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involved the following:
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statement)
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• Evaluated the design and tested the operating effectiveness
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Trade receivables and contract assets (other than that described in the Emphasis of matter paragraph above), are significant
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of key controls over the assessment of recoverability of receivables.
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balances in the Company’s standalone financial statements as
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• For a selected sample of contracts, we made enquiries
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at March 31, 2024 and assumptions used for estimating the
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with the management and gained an understanding of the
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expected credit loss on receivables is an area which is influenced
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related contractual terms, collection history, basis of their
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by management’s judgement.
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assessment of collectability, realization plan, verified the
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The Company makes an assessment of the estimated credit
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carrying value of trade receivables.
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losses basis credit risk, project status, past history, ongoing
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• Assessed and challenged the information used by the
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litigations and disputes, if any, existing market conditions and
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Management to determine the expected credit losses
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forward-looking estimates, with the customer.
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by considering credit risk of the customer, contractual
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Given the relative significance of these receivables to the standalone financial statements and judgement involved as well as the nature and extent of audit procedures involved to assess the recoverability of receivables, we determined this to be a key audit matter.
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terms, project status, past history, subsequent realization, correspondence between the Company and their customers, ongoing litigations and disputes, if any, existing market conditions and forward-looking estimates, with the customer.
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Based on the procedures performed above, no significant deviations were observed in respect of management’s assessment of recoverability of trade receivables.
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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 THOSECHARGED WITH GOVERNANCE FOR THE STANDALONEFINANCIAL 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 and presentation 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 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. 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 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 THESTANDALONE 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 judgment and maintain professional scepticism 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 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 standalone 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 which are included in the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the standalone financial statements of which we are the independent auditors. For the other entities included in the standalone financial statements, which have been audited by other auditors, such 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 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.
OTHER MATTERS
14. We did not audit the financial statements / financial information of 34 branches and 33 jointly controlled operations included in the standalone financial statements of the Company, whose financial statements / financial information reflect total assets of ' 4,650 crores and net assets of ' 379 crores as at March 31,2024, total revenues of ' 4,828 crores, total net loss after tax of ' 53 crores, total comprehensive loss (comprising of loss and other comprehensive income) of ' 32 crores for the year ended March 31, 2024 and net cash inflows amounting to ' 18 crores for the year then ended. The financial statements/ financial information of these branches and jointly controlled operations 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 in so far as it relates to the amounts and disclosures included in respect of these branches and
contracts - Refer Note 36.3 to the standalone financial statements in respect of such items as it relates to the Company, its branches and jointly controlled operations.
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 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 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 9.7 to the standalone financial statements); and
jointly controlled operations, is based solely on the reports of such branch auditors and other auditors.
15. The financial statements/ financial information of 5 branches and 1 jointly controlled operation located outside India, included in the standalone financial statements, which constitute total assets of ' 20 crores and net liabilities of ' 196 crores as at March 31,2024, total revenue from operations of ' 38 crores, total net loss after tax of ' 18 crores, total comprehensive loss (comprising of loss and other comprehensive income) of ' 18 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 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 branches/ jointly controlled operation 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 branches and jointly controlled operation located outside India, is based on the report of such 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 two branches and one jointly controlled operation, on account of loss incurred during the year by these branches and jointly controlled operation, which are 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 with respect to our reliance on the work done and the reports of the other auditors.
REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS
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) 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 and the reports of the 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 Cash Flow Statement 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 the 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, 2024, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 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 comment in paragraph 17(b) above on reporting under Section 143(3)(b) of the Act.
(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 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, in our opinion and to the best of our information and according to the explanations given to us:
i. The standalone financial statements disclose the impact, if any, of pending litigations on the standalone financial position of the Company, its branches and jointly controlled operations - Refer Note 57 to the standalone financial statements.
ii. The Company has made provision in the standalone financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative
(c) Based on such audit procedures that has been 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 during the year by the Company is in compliance with Section 123 of the Act.
vi. Based on our examination, which included test checks and that performed by the respective auditors of branches, the Company and its branches have used 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: (a) 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, and (b) in case of four branches, the respective other auditors have not commented on the feature of recording audit trail (edit log) for the books of account maintained by these branches. During the course of our audit and basis the report of the branch auditors, except for the aforesaid instances, 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 Chartered Accountants
Sarah George
Partner
Place: Mumbai Membership Number: 045255
Date: May 07, 2024 UDIN: 24045255BKGUEY9869
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