We have audited the accompanying Ind AS financial statements of KEY CORP LIMITED
("the Company”), which comprise the Balance Sheet as at 31^st March 2024, the Statement
of Profit and Loss including the Statement of Other Comprehensive Income, the Cash
Flow Statement and the Statement of Changes in Equity tor the year then ended and
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 given
to us, the aforesaid Jnd AS 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 accounting principles generally accepted in India, of
the state of affairs of the Company as at 31“ March 2024, its profit (including other
comprehensive income) and other Comprehensive income for the period, its cash flows
and the changes in equity for the year ended on that date.

2. Basis for Opinion

We conducted our audit of the ind AS financial statements in accordance with 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 Ind AS Financial Statements' section of our reporL We are independent of
the Company in accordance with Lhe ‘Code of Ethics' issued by the Institute of Chartered
Accountants of India ("lCAl") together with the ethical requirements that are relevant to
our audit of financial statements under the provisions of the Act and 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 are sufficient and appropriate to provide a basis for our audit opinion on the
Ind AS financial statements.

3. Emphasis of Matter

We draw attention to Note No: 26 to the Ind AS financial statements, wherein it is stated
that ‘During the financial year ended 31^st March, 2024, the company's Statement of Profit
and Loss depicts a profit after tax of ? 31,57,09,613.83 which includes a surplus on
measurement of assets / liabilities at fair value of? 31,67,99,823.00 in accordance with
the requirements of Ind As. As per extant guidelines for the purposes of calculation of Net
Profit for Corporate Social Responsibility contribution as per Section 198 of the
Companies Act, 2013, the said amount of? 31,67,99,823.00 pertaining to surplus on
measurement of assets/liabilities at fair value is not to be considered. Accordingly, the
net profit after tax of the company for die purposes of Corporate Social Responsibility is
below ? 5 Crores ami consequently the provision of Section 135 uf the Companies Act,

2013, is not applicable on the company. Further, for the purpose of calculating provision
for tax this amount has also not been considered as per past practice”.

Our opinion is not modified in respect of the above matter.

4. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the lnd AS financial statements for the financial year ended
31^st March, 2024. These matters were addressed in the context of our audit of the lnd AS
Financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. For each matter below, our description of
how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be
communicated in our report. We have fulfilled the responsibilities described in the
Auditor’s responsibilities for the audit of the lnd AS financial statements section of our
report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of
material misstatement of the hid AS Financial statements. The results of our audit
procedures, including the procedures performed to address the matters below provide

the basis fnr nnr audit nninion on ihe arenmnanvinu lnd AS financial statements.

express any form of assurance or conclusion vhereon

i„c».mec«»nw,,hour.ud,tof,he ^ I

read the other ihfonna.ion -d. ***£££ 22Z~* '” «» |

materially inconsistent with the fhunc _{[f based on the work} we have

autut nr otherwise appeal *»’ ™ ^ _mjsslaleme„_t of this other information, |

ZT£™ZZ«that each Wc have nothingto report ,n ibis regard.

₅ Responsibilities oi Manage,nent and Those Charged w«h governance for the .ad

r"rr_D1^

orute Act" With -^S^V^rrl po °d°t "nlia, perfonnance incinding other
a true and fair view of the financial pos. . ^ _of ^ _Company in accordance

comprehensive income, changes in equty ^ ^ _{[ndia inc}iuding Ind AS specified

with the accounting principles g ^y Companies (Indian Accounting Standards)

under section 133 of the Act, rea wi includes maintenance of adequate

Rules. 2015. as amended. This -^/^r^teAc. for safeguarding of the
accounting records in accordance wit V f^uds _{and othe}r irregularities;

assets of the Company and for prewntmg p_oMeS; making i-idgments and

selection and applieatton of rsppr.apnatt ace g ^ _{]p|Emcntation and} maintenance

estimates that are reasonable and Pjuden ^ effectively _{for en}s_Urlng _the

of adequate internal financial cont ’ _ds Levant to the preparation and

accuracy and completeness o t e ^a<~ _{that ive a} true and fair view and are free

^{due t0} °^{r err0r}

in preparing the ind AS ftnandal

the Company's ability to continue as a g 8 _{cern bas}is of accounting unless

"en^IL—t^theUpany or to cease operations, or has no

realistic alternative but to do so.

Those Board of Directors are also respoosihie for overseeing the Compan/s fmancia,

reporting process.

7. Auditor's Responsibilities for the A"*' °<^’“^hether the ind AS fraandal
°"^r “^b)tr rrXr-”*m,,t whether due to baud or

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 this Ind AS 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 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 Ind AS financial
statements, including the disclosures, and whether the 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.

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.

8. Report on Other Legal and Regulatory Requirements

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

[ii) 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 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; except non compliance of IND AS-19
"Employee Benefits" to the extent that the provisions for retirement benefits for
Gratuity are made as per The Payment of Gratuity Act.1972 and not in the manner
prescribed In IND AS-19 (Refer Note no. 12(d) of Ind AS Financial Statements.

e) On the basis of the written representations received from the directors as on 31*
March,2024, and taken on record by the Board of Directors, none of the directors is
disqualified as on 31^st March,2024 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
financial statements and the operating effectiveness of such controls, refer to our
separate report in "Annexure B" to this report.

g) In our opinion, the managerial remuneration for the year ended 31^st March, 2024 has
been paid/provided by the Company to its directors in accordance with the provisions
of section 197 read with Schedule V to the Act;

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, (as
amended) in our opinion and to the best of our information and according to the
explanations given to us:

(1) There are no pending litigations on the company in respect of which a

provision is required to be made, However refer to Note no. 5(c) of Ind AS
Financial Statements. .

(ii) The Company has not entered in any long term contracts including derivative
contracts. Hence this clause is not applicable

in ) I here are no amounts required to be transferred to Investor Education and
Protection Fund by the Company.

• (a) The management has r epresented that, Lo the best of it's knowledge and

belief, other than as disclosed in the notes to the accounts, 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 pcrson(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 hehaif of the ultimate Beneficiaries;

(b) The management has represented that, to the best of it's knowledge and
belief, other than as disclosed in the notes to the accounts, 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 have considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub- clauses (i) and (ii)
contain any material mis-statement.

Company has not declared dividend during the year.

Tr.e company has migrated to tally prime software in which (edit log) facility
-cabled from DOS based fox pro during the year and the data of old
rware has been converted into new software tally prime for the period of
:~nsition. Further, during the course of audit we did not came across any
-.-.stance of audit trail feature being tampered.

For V.P. ADITYA & Co.

Chartered Accountants
(FRN: 000542C)

PLACE: KAN PUR (CA SURENDRA KAKKAR)

DATED: 27/05/2024 _Partner *

CERTIFIED TO HE A TRUE COPS Membership No. 071912

For Key Corp Ltd. ^UD,N: 24071912bklbdw7846