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You can view full text of the latest Auditor's Report for the company.

BSE: 544263ISIN: INE0Q3J01015INDUSTRY: Copper/Copper Alloys Products

BSE   ` 1018.20   Open: 1070.15   Today's Range 1018.15
1074.10
-53.50 ( -5.25 %) Prev Close: 1071.70 52 Week Range 589.75
1676.25
Year End :2026-03 

We have audited the accompanying standalone financial statements of KRN Heat Exchanger and Refrigeration Limited ("the
Company”), which comprise the balance sheet as at 31st March, 2026 and the statement of Profit and Loss (including other
comprehensive income), and statement of change in equity and statement of cash flows for the year ended 31st March, 2026
and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013, as amended ("the 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 the
Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India,
of the state of affairs of the Company as at 31st March, 2026, its Profit or Loss and total comprehensive income (including other
comprehensive income), the changes in equity and its cash flows for the year ended on 31st March, 2026.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013. Our responsibilities under those Standards are further described in the 'Auditor's Responsibilities for the Audit of the
Standalone Financial Statements' section of our report. We are independent of the Company in accordance with the 'Code of
Ethics' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the
standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements for the financial year ended 31st March, 2026. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

How our audit addressed the Key Audit Matter

Revenue Recognition (Refer Note 1.3.10 and Note 22 to the standalone financial statements)

The Company recognised revenue from operations
of Rs. 67,623.01 Lakhs for the year ended 31st March,
2026 (Previous year: Rs. 43,118.97 Lakhs), representing
growth of approximately 56.83% over the previous
year. Revenue is recognised when control of goods is
transferred to the customer in accordance with Ind AS
115, 'Revenue from Contracts with Customers'.

Considering the significant growth in revenue during
the year, the commencement of the new trading
activity, the volume of transactions with related
parties, the importance of recognition of revenue
in the appropriate period in accordance with Ind AS
115, and the significant auditor attention required in
accordance with the Standards on Auditing, revenue
recognition was determined to be a key audit matter.

Our audit procedures included, among others, the following:

• Assessed the appropriateness of the Company's revenue
recognition accounting policies in accordance with Ind AS 115,
including those applied to the new trading activity;

• Evaluated the design and tested the operating effectiveness of
internal controls over recognition and measurement of revenue,
including controls over cut-off;

• Performed substantive testing of samples of revenue
transactions recorded during the year by agreeing them to
sales invoices, e-way bills/ shipping documents, customer
acknowledgements and subsequent collections;

• Tested, on a sample basis, sales transactions recorded in the
periods immediately before and after the year end to underlying
delivery evidence to assess whether revenue was recognised in
the correct period;

• Tested sales to related parties with reference to approvals under
Sections 177 and 188 of the Act, agreements and pricing terms,
and traced elimination-relevant balances to confirmations/
reconciliations with the subsidiary;

• Assessed the adequacy of the disclosures made in the
standalone financial statements.

• Performed cut-off procedures by testing, on a sample basis,
sales transactions recorded in the periods immediately
before and after the year end to assess whether revenue was
recognised in the appropriate period

Carrying Value of Investments in, and Loans to, Subsidiary Companies (Refer Notes 1.3.13(D), 3, 9 and 40 to the standalone
financial statements)

As at 31st March, 2026, the Company holds investments

Our audit procedures included, among others, the following:

in the equity shares of its subsidiary companies

• Obtained an understanding of management's process and

aggregating Rs. 35,066.61 Lakhs (Previous year: Rs.

controls for identification of impairment indicators and assessment

25,066.61 Lakhs), comprising Rs. 34,076.61 Lakhs in

of the carrying value of investments in, and recoverability of loans

KRN HVAC Products Private Limited and Rs. 990.00
Lakhs in Thermotech Research Laboratory Private

to, subsidiary companies;

Limited. These investments represent approximately

• Compared the aggregate carrying value of investments in each

61.88% of the net worth and 48.53% of the total assets

subsidiary with the Company's share of the net worth of the

of the Company.

respective subsidiary as per its audited financial statements,
and evaluated the reasons for and the recoverability of any

In addition, the Company has granted unsecured loans,

excess;

repayable on demand, to its subsidiary companies

• Evaluated the financial position and operational status of the

aggregating Rs. 4,831.34 Lakhs are outstanding as at

subsidiaries.

31st March, 2026 (Previous year: Rs. 7,785.49 Lakhs),

comprising Rs. 4,555.63 Lakhs to KRN HVAC Products

• Verified the conversion of the unsecured loan into equity shares

Private Limited and Rs. 275.71 Lakhs to Thermotech

with reference to board/ shareholder approvals, the valuation

Research Laboratory Private Limited, representing

report supporting the issue price, share allotment records, and

approximately 8.53% of the net worth and 6.69% of

filings with the Registrar of Companies.

the total assets of the Company. The aggregate of

• Assessed management's evaluation of impairment indicators

investments in and loans to subsidiary companies of

under Ind AS 36.

Rs. 39,897.95 Lakhs constitutes approximately 70.41%

of the net worth and 55.21% of the total assets of the

• Tested the terms and recoverability of loans to subsidiaries,

Company as at the balance sheet date.

including compliance with Sections 185 and 186 of the
Companies Act, 2013.

During the year, unsecured loans of Rs. 10,000.00

• Evaluated the repayment history of, and receipts subsequent to

Lakhs extended to KRN HVAC Products Private Limited
were converted into 50,00,000 equity shares of Rs. 10

the year-end against, loans outstanding from the subsidiaries

each at a premium of Rs. 190 per share.

• Obtained direct balance confirmations from the subsidiaries in
respect of investments, loans and other balances; and

Investments in subsidiaries are accounted for at cost

• Assessed the adequacy of the related disclosures in the

less impairment, if any, in accordance with Ind AS 27,

standalone financial statements, including related party

'Separate Financial Statements'. The assessment
of the carrying value of these investments and the

disclosures under Ind AS 24

recoverability of the loans requires management to

• Discussed with the management the rationale for, and the

evaluate the existence of impairment indicators under

terms of, the investment made in the subsidiary during the year,

Ind AS 36, 'Impairment of Assets'. Considering the
significance of these balances in relation to the net
worth and total assets of the Company, and the degree
of management judgment involved in the assessment
of their carrying value, this matter was determined to
be a key audit matter.

and the business plans of the subsidiary.

Information Other than the financial statements and
Auditor's report thereon

The Company's Board of Directors are responsible for the
other information. The other information comprises the
information included in the Annual Report, but does not
include the standalone financial statements and our auditor's
report thereon.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or
our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in
this regard.

Responsibility of Management for Standalone Financial
Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance with
the Ind AS and other accounting principles generally accepted
in India, including the accounting Standards specified under
section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the standalone financial
statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management
is responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.

The Board of Directors are also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the financial standalone statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company
has adequate internal financial controls system with
reference to financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management's use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company's ability
to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures
in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of
our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and

whether the standalone financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where
applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
for the year ended 31st March, 2026 and are therefore the key
audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 ("the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Companies Act, 2013, we give in the '
Annexure A' a
statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and statement
of changes in equity dealt with by this Report are in
agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received
from the directors as on 31st March, 2026 taken
on record by the Board of Directors, none of the

directors is disqualified as on 31st March, 2026 from
being appointed as a director in terms of Section 164
(2) of the Act;

(f) With respect to the adequacy of the internal financial
controls with reference to these standalone financial
statements and the operating effectiveness of such
controls, refer to our separate Report in "
Annexure
B"
to this report;

(g) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in
its standalone financial statements - Refer
note 34 to the standalone financial statements;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses;

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company;

(a) The management has represented that,
to the best of its knowledge and belief,
as disclosed in note 41 to the standalone
financial statements, no funds have been
advanced or loaned or invested (either
from borrowed funds or share premium
or any other sources or kind of funds) by
the Company to or in any other persons
or entities, including foreign entities
("Intermediaries”), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall:

• directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever ("Ultimate
Beneficiaries”) by or on behalf of the
Company or

• Provide any guarantee, security or
the like to or on behalf of the Ultimate
Beneficiaries.

(b) The management has represented, that,
to the best of its knowledge and belief,
as disclosed in note 41 to the standalone
financial statements, no funds have
been received by the Company from any
persons or entities, including foreign
entities ("Funding Parties”), with the

understanding, whether recorded in
writing or otherwise, that the Company
shall:

• directly or indirectly, lend or invest in
other persons or entities identified
in any manner whatsoever ("Ultimate
Beneficiaries”) by or on behalf of the
Funding Party or

• Provide any guarantee, security or the
like from or on behalf of the Ultimate
Beneficiaries.

(c) Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatements.

iv. The Board of Directors has not recommended
any dividend for the financial year ended 31st
March, 2026 and, accordingly, no dividend was
declared or paid by the Company during the
year.

(h) With respect to the matter to be included in the

Auditor's Report under Section 197(16) of the Act:

In our opinion and according to the information and

explanations given to us, the remuneration paid by
the Company to its directors during the current year
is in accordance with the provisions of Section 197
of the Act. The remuneration paid to any director is
not in excess of the limit laid down under Section 197
of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the
Act which are required to be commented upon by us.

(i) Based on our examination which included test
checks, the Company has used accounting software
systems for maintaining its books of account for the
financial year ended 31st March, 2026 which has a
feature of recording audit trail facility and the same
has operated throughout the year for all relevant
transactions recorded in the software systems.
Further, during the course of our audit we did not
come across any instance of audit trail feature being
tampered with and the audit trail has been preserved
by the company as per the statutory requirements
for record retention.

For Keyur Shah & Co.

Chartered Accountants
FRN.: 141173W

Keyur Shah

Proprietor

Date: 14th May, 2026 Membership No.: 153774

Place: Ahmedabad UDIN : 26153774RIGESV3291