Key Corp Ltd Auditor Reports

INDEPENDENT AUDITORS REPORT

To,

Tr.e Members of KeyCorp Limited.

Report on the Ind AS Financial Statements

1. Opinion

We have audited the accompanying Ind AS financial statements of KEY CORP LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2025, the Statements are Profit & Loss including the Statement of Other Comprehensive Income, the Cash Flow men: and the Statement of Changes in Equity for the year then ended and notes to the 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 : us. the aforesaid Ind 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 - view in conformity with the accounting principles generally accepted in India, of the sure of affairs of the Company as at 31st March 2025, its profit and other Comprehensive income for the period, its cash flows and the changes in equity for the year ended on that date.

1 Basis for Opinion

We reacted our audit of the Ind AS financial statements in accordance with Standards of Auditing SAs) as specified under section 143(10) of the Act Our responsibilities under the Standards further described in the Auditors Responsibilities for the Audit of the financial Statements section of our report. We are independent of the Company in Compliance with the Code of Ethics issued by the Institute of Chartered Accountants of ("ICAI") 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 filled 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.

Key Audit Matters

Key audit matters arc those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial statements for the financial year ended 31? March, 2025. These matters were addressed in the context of our audit of the Ind 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 given 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 Auditors responsibilities for the audit of the Ind 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 Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters given below provide the basis for our audit opinion to be Key audit matter on the accompanying Ind AS Financial Statements.

S. No. Key Audit Matter	How our audit addressed the key audit matter
Accounting for Retirement Benefit (Refer Note No. 11(c) of the Ind AS (financial statements)
The provision for retirement benefit for gratuity is made as per the Payment of Gratuity Act, 1972. The Indian Accounting Standard-19 prescribed by the Central Government is applicable to the company in its entirety as the company is a listed company.	• We have verified the provision of gratuity in accordance with the accounting policy consistently followed by the company to ensure that the provision is as advocated by the Payment of Gratuity Act, 1972.
In formulating the accounting policy regarding employee benefits, the management of the company was considered by the fact that average number of employees at any time during the year was less than 50. In similar circumstances, unlisted company are also calculating and accounting for the accrued liability of Gratuity by some other rational method. Provision of the Payment of Gratuity Act, 1972 also gives one such method.
The management of the company decided to continue with the same accounting policy as it still feels that the size of the company does not make it feasible to provide gratuity by way of Actuarial Valuation.

4. Information Other Than the Ind AS Financial Statements and Auditors Report thereon

The other information comprises the information included in the Annual Report, but does not include the Ind AS financial statements and our auditors report thereon. The Companys Board of Directors is responsible for the other information. Our opinion on the Ind AS financial statements docs not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the 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 oilier information, we are required to report that fact We have nothing to report in this regard.

i : z c-Sib .ties of Management and Those Charged with Governance for the Ind AS F Ti***¹ Statements

The Can manys Hoard of Directors is responsible for the matters stated in section 134(5) A w .th respect to the preparation of these Ind AS financial statements that give . r\i? ire fair view of the financial position, financial performance including other qgf ‘ =r income, changes in equity and cash flows of the Company in accordance •ns tr* Rs. : : _r.Lng principles generally accepted in India, including Ind AS specified i zs: ? i rtK rt 13 3 of the Act, read with the Companies (Indian Accounting Standards) ^: —r- 1-17. as amended. This responsibility also includes maintenance of adequate MKmmte: : records in accordance with the provisions of the Act for safeguarding of the of :r . :: ~ pany and for preventing and detecting frauds and other irregularities; scccxc ir.z application of appropriate accounting policies; making judgments and r. Rs.i i*.ii are reasonable and prudent; and design, implementation and maintenance a mz-z.r/.emal financial controls, that were operating effectively for ensuring the cmc - : completeness of the accounting records, relevant to the preparation and pratstutioa of the Ind AS financial statements that give a true and fair view and are free t-3?5 a: v ^ misstatement, whether due to fraud or error. ss. pr.pi-Tg me ind AS financial statements, management is responsible for assessing the to continue as a going concern, disclosing, as applicable, matters related ts gsssg :: Tern and using the going concern basis of accounting unless management rfthrr arais to liquidate the Company or to cease operations, or has no realistic kTjnucawe but to do so. T^ose : is- : : Directors are also responsible for overseeing the Companys financial separut* process.

t ucjii- s Responsibilities for the Audit of the Ind AS Financial Statements

Ow it: * rtrs ej ire to obtain reasonable assurance about whether the Ind AS financial camrfi is * w h lie are free from material misstatement, whether due to fraud or error, sal - fi- - _ liters report that includes our opinion.

tasazjc . assurance is a high level of assurance, but is not a guarantee that an audit caiadi Ziz accordance with SAs will always detect a material misstatement when it cbs ii Misstatements can arise from fraud or error and are considered material if, adfara k r in the aggregate, they could reasonably be expected to influence the ersrer- : - sions of users taken on the basis of tliis Ind AS financial statements.

As i.~ audit in accordance with SAs, we exercise professional judgment and iLisr _ - : * fessional skepticism throughout the audit. We also: • Mncfy ir assess the risks of material misstatement of the Ind AS financial statements, ?•trr.-i i-. id fraud or error, design and perform audit procedures responsive to those cm..-, audit evidence that is sufficient and appropriate to provide a basis for our sysurc Tb . rsk of not detecting a material misstatement resulting from fraud is higher

3aa kr sc; resulting from error, as fraud may involve collusion, forgery, intentional Trrr^p,_ representations, 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 die 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 Ind AS financial statements for the financial year ended 31^M March, 2025 and are therefore the key audit matters. We describe these matters in our Auditors 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. ^{7 * * *}

7. Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditors Report) Order. 2020 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Act, we give in Annexure "A", a statement on the matters specified in paragraphs 3 and 4 of the order.

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

a) Wc 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) 1 n c -r opinion, proper books of account as required by the law have been kept by the I:cr.pany so far as it appears from our examination of those books;

c) The Balance dance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Mow Statement and Statement of Changes in Equity shares by tills report are in agreement with the books of account;

In our opinion, the aforesaid Ind AS financial statements comply with the Accounting to us, specified under section 133 of the Act. read with Companies (Indian Accounting :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 zb-icis per The Payment of Gratuity Act, 1972 and not in the manner prescribed in END AS-19. (Refer note no. 11(c) of IND AS Financial Statements)

On the basis of the written representations received from the directors as on 31st March 25, and taken on record by the Board of Directors, none of the directors is deffered as on 31st March, 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 with reference to Ind AS 108- statements and the operating effectiveness of such controls, refer to "Annexure IT to this report

j) In our opinion, the managerial remuneration to its Directors for the year ended 31^{st March} 2025, has been paid/provided by the Company in accordance with the provisions 197 read with Schedule V to the Act;

h) With respect to the other matters to be included in the Auditors Report in accordance were 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:

There are no pending litigations on the company in respect of which a provision is required to be made.

The Company has made provisions as required by applicable law or IND AS for material foreseeable losses, if any, on long term contracts including derivative contracts.

(iii) There are no amounts required to be transferred to Investor Education and Protection Fund by the Company.

(i) The management has represented that, to the best of its 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 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;

(ii) The management has represented that, to the best of its 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

(iii) 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

(v) The Company has not declared dividend during the year.

(vi) The Company has used an accounting software which has operated throughout the year for maintaining its books of account as determined by the management. The said accounting software has a feature of recording audit trail (edit log) facility which was not tampered during the year. The audit trail (edit log) facility has been preserved since the date of its implementation. However, the feature of recording audit trail (edit log) facility has not been enabled at the database layer to log any direct changes made in the books of account using the said software.

	For V.P. AD IT YA & Co.
	Chartered Accountants
	(FRN: 000542C)
PLACE: KANPUR	(CASURENDRA KAKKAR)
DATED: 13.05.2025	Partner
	Membership No. 071912
	UDIN: 25071912BNUKNL4948

Annexure "A" Referred to in paragraph 7(1) of our Independent Auditors Report of even date to the members of Key Corp Limited on the Ind AS financial statements for the year ended 31* March, 2025.

Based on such checks and other generally accepted auditing procedures carried on by us and according to the information and explanations given to us, vve report on the matters specified in paragraphs 3 and 4 of the order: -

(i)a)(A) The Company has maintained proper records showing full particulars, including quantitative details and situation of its property, plant and equipment.

(B) The Company does not have any intangible assets; hence this clause of the Order is not applicable.

b) The Company has certified that all the property, plant and equipment have been physically verified by the Management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

c) On the basis of our examination of the records of the Company, the title deeds of immovable properties are held In the name of "Key Leasing and Finance Limited", the erstwhile name of die Company. The details are as follows:

Description of Property	Gross Carrying Value (*)	Title Deed Held in the name of	Whether title deed holder is a promoter, director or their relative or employee	Period held	Reasons for not being held in the name of Company
Land at 16/16-A, Civil Lines, Kanpur	6,70,447/-	Key Leasing and Finance Limited	No	Since 20th day of July, 1987	Key Leasing and Finance Limited is the erstwhile name of the company.

d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) during the year and there are no identified intangible assets in the company.

e) During die year no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under.

ii) a) During the year, the company had no inventory in die nature of stock on hire; hence, clause 3 (ii) of the Order is not applicable.

b) During any point of time of the year, the Company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets, hence this para is not applicable.

(iii) a) Since the Companys principal business is to give loans, accordingly the provision of clause 3(iii)(a) of the Order is not applicable.

b) The Company is a Non- Banking Finance Company registered under provisions of RBI Act, 1934 and rules made thereunder (NBFC). In our opinion, the investments made and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided during the year are prima facie not prejudicial to the companys interest. The company has not provided any guarantees or security during the financial year ended 31^s* March, 2025.

cj The Company, being a NBFC, in pursuance of its compliance with provisions of the said Act/Rules, particularly, the Income Recognition, Asset Classification and Provisioning Norms ("NPA norms"), monitors repayments of principal and payment of interest by its customers as stipulated. In our opinion, in respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest has been stipulated and is regular in the financial year ended 31* March, 2025 except few instances of delays of repayments.

d) The Company, being a NBFC, registered under provisions of RBI Act, 1934 and rules made thereunder, in pursuance of its compliance with provisions of the said Act/Rules, particularly, the Income Recognition, Asset Classification and Provisioning Norms, monitors and report total amount overdue including principal and/or payment of interest by its customers for more than 90 days. As at 31* March, 2025 there arc no overdue amounts exceeding 90 days.

e) Since the Companys principal business is to give loans, accordingly, the provision of clause 3(iii)(e) of the Order Is not applicable to it

(f) The Company has not granted any loans or advances In the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year.

iv) In our opinion, the Company has not granted any loan to directors etc. prescribed u/s 185 of the Act. Further, the Company is a NBFC; hence, Section 1B6 of the Act, is not applicable to the Company.

v) The company has not accepted any deposits from the public.

vi) The Central Government has not prescribed the maintenance of the cost records under section 148(1) of the Act, for any of the services rendered by the company.

vii) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Goods & Service tax, provident fund, Income tax and other material statutory dues applicable to it The Employees State Insurance Act is presently not applicable to the company. Further to our information, there were no undisputed amounts in respect of Income tax and other material statutory dues which were in arrears as at 31.03.2025 for a period of more than six months from the date these became payable.

b) There are no dues of income tax & other material statutory dues which are not required to be deposited on account of any dispute.

viil) There are no transactions which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961), hence this clause of the Order is not applicable.

(ix) a) The Company has not taken any loans or borrowings from any lender hence this clause and clauses (ix)(b), (ix)(c), (ix)(d), fix)(e) and (ix)(f) of the Order arc not applicable to the company.

(x) (a) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, clause 3(x) of the Order is not applicable.

(b) Based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during die year.

(xi) (a) The Company has cerdfied that no fraud by the company or any fraud on die company has been noticed or reported during the year.

(b) During the year no report under sub-secdon (12) ofSecdon 143 of the Act have been filed by the auditors in Form ADT-4 with the Central Government.

(c) During the year no whistle-blower complaint is received, hence this para is not applicable.

(xii) The Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) Based on our examinadon of the records of the Company, transacdon widi related parties as identified by the management of the company, are in compliance with section 177 and 188 of the Act where applicable and details of such transacdons have been disclosed in the financial statements as required by the applicable Indian Accounting Standards.

(xiv) (a) To the best of our knowledge and belief, in our opinion die company has an internal audit system commensurate with the size and nature of the business, tiiough it needs improvement in respect of its extent of coverage.

(b) The report of the Internal Auditors for the period under audit have been considered by us.

(xv) Based on our examination of the records of the Company, the Company has not entered into non cash transactions with directors or persons connected with him.

(xvi) a) The Company is a Non-Banking Financial Company requiring it to be registered under Section 45-1A of the Reserve Bank of India Act, 1934. The Company has obtained the said registration.

(b) The Company has not conducted any Non- Banking Financial or Housing Finance activities without a valid Certificate of Registration from the Reserve Bank of India as per die Reserve Bank of India Act, 1934.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.

(d) The Company does not have any group under CIC.

(xvii) The Company has incurred cash losses of Rs. 4.61 lakhs during the financial year and there was Rs. 4.78 lakhs Cash loss in the immediately nreredina financial year.

(xviii) There has been no resignation of the statutory auditors during the year.

(xix) On the basis of financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditors knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that indicates that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from die balance sheet date. We further state that our reporting is based on the facts up to die date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when the fall due.

(xx) The provisions of section 135 of the Act in respect of Corporate Social Responsibility is not applicable to the company, hence this para is not applicable. (Refer Note No. 27 of the Ind AS Financial Statements)

(xxi) The Company does not have any subsidiary, associate and joint venture; hence this clause of die Order is not applicable.

	For V.P. AD1TYA & CO.
	Chartered Accountants
	(FRN:000542C)
	(CA SURENDRA KAKKAR)
	Partner
	Membership No.: 071912
	UD1N: 25071912BNUKNL4948
Place: Kanpur
Dated: 13.05.2025

Annexure B Referred to in paragraph 7(2) (f) of our Independent Auditors Report of even date to the members of Key Corp Limited on the Ind AS financial statements for the year ended 31** March, 2025.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to the Ind AS Financial Statements of Key Corp Limited ("the Company") as of 31^st March, 2025 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls with reference to the Ind AS financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring die orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to the Ind AS financial statements based on our audit. Wc conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to the Ind AS financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to the Ind AS financial statements were established and maintained and whether such controls operated effectively in all material respect

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to the Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls with reference to the Ind AS financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to the Ind AS financial statements.

Meaning of Internal Financial Controls with reference to the Ind AS Financial Statements

A companys internal financial control with reference to the Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to the Ind AS financial statements includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable details, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to the Ind AS Financial Statements

Because of the inherent limitations of internal financial controls with reference to the Ind AS financial statements including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to the Ind AS financial statements to future periods arc subject to the risk that the internal financial controls with reference to the Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to the Ind AS Financial Statements and such internal financial controls were operating effectively as at 31^st March. 2025, based on the internal financial controls reference to the Ind AS Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India [the "Guidance Note") (Refer para 7(2)(vi) of our Independent Auditors Report)

	For V.P. ADITYA & CO.
	Chartered Accountants
	(FRN: 000542C)
Place: Kanpur
Dated: 13.05.2025
	(CA SURENDRA KAKKAR)
	Partner
	Membership No.: 071912
	UDIN: 25071912BNUKNL4948