We have audited the accompanying financial statements of Refex Renewables & Infrastructure Limited (“the Company”) which
comprise the Balance Sheet as at March 31, 2025 and the Statement of Profit and Loss for the year ended, including the statement
of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and
notes to the Ind AS 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 given to us, the aforesaid standalone Ind AS
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31 2025, its Loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as 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 Ind AS Financial Statements’ section of our report. We are independent of the Company in accordance
with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the 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 audit opinion on the Standalone Ind AS financial statements.
Material Uncertainty Related to Going Concern:
We draw your attention to Note No. 39 to the standalone financial statements which states that the Company has incurred losses
during the year ended 31st March, 2025 due to which the net worth has been fully eroded as at such date thereby giving rise to a
material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. As more fully explained
in such note of the standalone financial statements it is considered appropriate by the management to prepare the financial
statements on a going concern basis. Our conclusion is not modified in respect of this matter.
Key Audit Matters
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.
We have determined the matters described below to be the key audit matters to be communicated in our report.
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S.No.
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Key Audit Matters
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Auditor’s Response
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1
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Accuracy of recognition, measurement, presentation and
disclosure of revenues and other related balances in view
of adoption of Ind AS 115 “Revenue from Contracts with
Customers”
The application of the revenue accounting standard involves
certain key judgements relating to identification of distinct
performance obligations, determination of transaction
price of the appropriateness of the basis used to measure
revenue recognized over a period; estimation of costs to
complete, determining the stage of completion and the
timing of revenue recognition.
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Our procedures included, among others, obtaining an
understanding of contract execution processes and relevant
controls relating to the accounting for customer contracts.
We tested the relevant internal controls used to ensure the
completeness, accuracy and timing of revenue recognized,
including controls over the degree of completion of service
contracts at year-end.
We read a sample of contracts to assess whether the method
for recognition of revenue was relevant and consistent with
Ind AS 115 and has been applied consistently. We focused
on contract classification, allocation of income and cost to
individual performance obligations and timing of transfer
of control. Where a contract contained multiple elements,
we considered Management’s judgements as to whether
they comprised performance obligations that should be
accounted for separately, and in such cases, challenged the
judgements made in the allocation of consideration to each
performance obligation.
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S.No.
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Key Audit Matters
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Auditor’s Response
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Further, revenue comprises of ‘at a point in time’ types
of contracts where revenue is recognized on transfer of
control in relation to sale of solar modules for repowering
projects (supply-only and supply-and-installation) and
‘over a period of time’ for Engineering, Procurement,
Construction and Maintenance services. The Company
recognizes revenue and profit/loss based on stage of
completion which is computed based on the proportion of
contract costs incurred at the balance sheet date in relation
to the total estimated costs of the contract at completion.
The recognition of revenue and profit/ loss therefore rely
on estimates in relation to the total estimated costs of each
contract.
Refer Note 3(c) of the standalone Ind AS financial statements.
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We evaluated and challenged the significant judgements and
estimates made by Management in applying the Company’s
accounting policy to a sample of specific contracts and
separable performance obligations of contracts, and we
obtained evidence to support them, including details of
contractual agreements, delivery records , cost estimations,
budget approvals and cash receipts. For the contracts
selected, we inspected original signed contracts and
reconciled the revenue recognized to the underlying
accounting records.
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2
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Related party transactions - Accuracy and completeness
of related party transactions and disclosures thereof (as
described in note 31 to the standalone Ind AS financial
statements)
We identified the measurement, completeness, presentation
and disclosure of related party transactions as a key audit
matter due to the high volume and complexity of business
transactions with related parties.
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We obtained an understanding of the process and tested
the design and operating effectiveness of key controls
that management has established to identify, account for
and disclose related party transactions. We also obtained
an updated list of all related parties to the Company and
reviewed the general ledger against this list to ensure
completeness of transactions. We read contracts and
agreements with related parties to understand the nature
of the transactions. We agreed the amounts disclosed
to underlying documentation and reviewing relevant
agreements, on a sample basis, as part of our evaluation
of the disclosure. We carried out an understanding of the
Company’s methodology of determination of arms-length
price. We made enquiries of management in order to identify
if any related party transactions outside the normal course
of business have taken place.
We evaluated the completeness of the disclosures through
review of statutory information, books and records and
other documents obtained during the course of our audit.
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Information Other than the Financial Statements and Auditor’s Report Thereon
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 Ind AS financial statements and our auditor’s report thereon.
Our opinion on the standalone Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and,
in doing so, consider whether such 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 that fact. We have nothing to report in this
regard.
Management’s Responsibility for the Standalone Ind AS 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 Standalone Ind AS financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India,
including the accounting standards prescribed under Section 133 of the Act read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding 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.
In preparing the Standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone
Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with reference to 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 standalone Ind AS financial statements, including the
disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Standalone 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 (ii) 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 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 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
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 enclose in the Annexure - B, a statement on the matters
specified in paragraphs 3 and 4 of the said Order.
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 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 Ind AS financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of
Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to
these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report
in “Annexure A” to this report; Our report expresses an unmodified opinion on the adequacy and operating effectiveness
of the Company’s internal financial controls over financial reporting.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197 (16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by
the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
(h) With respect to the other matters to be included in the Auditors’ 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 as mentioned in Note No: 34
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.
iv. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to
the accounts,
i. The Company has utilized borrowed funds, which have been advanced to its subsidiary, as disclosed
under Clause 3(ix)(e) of the Companies (Auditor’s Report) Order, 2020. Except for this disclosed transaction,
the Company has not advanced, loaned, or invested any funds (whether from borrowed funds, share premium,
or any other sources) to any other person(s) or entity(ies), including foreign entities (collectively referred to as
‘Intermediaries’), with the understanding, whether recorded in writing or otherwise, that such Intermediaries
would, directly or indirectly, lend or invest in other persons or entities identified by or on behalf of the Company
(referred to as ‘Ultimate Beneficiaries’) or provide any guarantee, security, or similar support on behalf of such
Ultimate Beneficiaries; and
ii. 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.
iii. Based on audit procedures carried out by us, that we have considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us believe that the representations under sub¬
clause (i) and (ii) contain any material misstatement.
v. The Company has not declared or paid any dividends during the year and accordingly reporting on the compliance
with section 123 of the Companies Act, 2013 is not applicable for the year under consideration
vi. Based on our examination which included test checks, performed by us on the Company has used accounting software
systems for maintaining their respective books of account for the financial year ended March 31, 2025 which have
the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software systems. Further, during the course of audit, we have not come across any
instance of the audit trail feature being tampered with. Additionally, the audit trail has been preserved by the Company
as per the statutory requirements for record retention.
For A B C D & Co. LLP
Chartered Accountants
Firm No: 016415S/S000188
Vinay Kumar Bachhawat- Partner
Membership No: 214520
Place: Chennai
Date: 21.05.2025
UDIN: 25214520BMIHOV5304
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