1. We have audited the accompanying standalone
financial statements of KSB Limited (“the
Company”), which comprise the Balance Sheet as
at December 31, 2024, and the Statement of Profit
and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity and
the Statement of Cash Flows for the year then
ended, and notes to the standalone financial
statements, including material accounting policy
information and other explanatory information.

2. 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
(“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
December 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 is
sufficient and appropriate to provide a basis for our
opinion.

Key audit matters

4. Key audit matters are those matters that, in our
professional judgement, 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.

Other Information

5. 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 standalone
financial statements and our auditor's report
thereon. The Annual report is expected to be made
available to us after the date of this auditor's
report.

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

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

When we read the annual report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance and take appropriate
action as applicable under the relevant laws and
regulations.

Responsibilities of management and those charged with

governance for the standalone financial statements

6. The Company's Board of Directors is responsible
for the matters stated in Section 134(5) of the Act
with respect to the preparation of these standalone
financial statements that give a true and fair view of
the financial position, financial performance,
changes in equity and cash flows of the Company in
accordance with the accounting principles
generally accepted in India, including the
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 statements
that give a true and fair view and are free from
material misstatement, whether due to fraud or
error.

7. 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 the standalone

financial statements

8. 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.

9. As part of an audit in accordance with SAs, we
exercise professional judgement 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.

10. 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.

11. 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.

12. 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 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.

Report on other legal and regulatory requirements

13. 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.

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

(a) We h a v e s o u g ht a n d o b t ai n e d a l l th e
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, except that the
backup of certain books of account and other
books and papers maintained in electronic
mode has not been maintained on a daily basis
on servers physically located in India during
the year and the matters stated in paragraph
14(h)(vi) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules,
2014 (as amended)(“the Rules”).

(c) The Balance Sheet, the Statement of Profit and
Loss (including other comprehensive income),
the Statement of Changes in Equity and the
Statement of Cash Flows dealt with by this
Report are in agreement with the books of
account.

(d) In our opinion, the aforesaid standalone
financial statements comply with the

Accounting Standards specified under Section
133 of the Act.

(e) On the basis of written representations
received from the directors as on December
31, 2024, taken on record by the Board of
Directors, none of the directors is disqualified
as on December 31, 2024, from being
appointed as a director in terms of Section
164(2) of the Act.

(f) With respect to the maintenance of accounts
and other matters connected therewith,
reference is made to our remarks in paragraph
14(b) above on reporting under Section
143(3)(b) and paragraph 14(h)(vi) below on
reporting under Rule 11(g) of the Rules.

(g) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer
to our separate Report in “Annexure A”.

(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, 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 18 (b) and 30 (a) 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 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 that,
to the best of its knowledge and belief, as
disclosed in Note 39(h) 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 person(s) or

entity(ies), 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 (“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, as
disclosed in the Note 39(h) to the
standalone financial statements, no funds
have been received by the Company from
any person(s) or entity(ies), including
foreign entities (“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 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; and

(c) Based on such audit procedures that we
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 (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, the Company has used multiple
accounting software for maintaining its books

of account, which have 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
for the following:

(i) in respect of the core accounting software,
the audit trail is not maintained in case of
modification through certain access and
changes to certain information or data
recorded in the software;

(ii) with respect to another accounting
software of a third party service provider
used for maintaining certain records, the
audit trail feature was not enabled at the
database level to log any direct data
changes;

During the course of performing our
procedures, other than the aforesaid
instances of audit trail not maintained
where the question of our commenting
does not arise, we did not notice any
instance of audit trail feature being
tampered with.

15. 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

Vivian Pillai
Partner

Membership Number: 127791
UDIN: 25127791BMNVBC5282

Mumbai

February 27, 2025