We have audited the standalone financial statements of Kaya Limited (the “Company”) which comprise the standalone balance
sheet as at 31 March 2025, and the standalone statement of profit and loss (including other comprehensive income), standalone
statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone
financial statements, including 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 (“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 2025, and its loss and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act.
Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone
Financial Statement 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 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 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.
|
Assessment of Going concern assumption
|
|
See Note 1(f) to standalone financial statements
|
|
The key audit matter
|
How the matter was addressed in our audit
|
|
The availability of sufficient funding and the testing
of whether the Company will be able to continue
meeting its obligations is important for the going
concern assumption and, as such, is significant
aspect of our audit. This test or assessment is largely
based on the expectations of and the estimates made
by management. The expectations and estimates
can be influenced by subjective elements such as
estimated future cash flows, forecasted results and
margins from operations. Estimates are based on
assumptions.
|
Our audit procedures included:
• Obtained an understanding of the key controls relating to the
Company's forecasting process.
• Tested and challenged the key assumptions used by the Company
in preparing the cash flow forecasts including revenue, fixed and
operating costs, capital expenditure and funding requirements based
on our understanding of the Company's business.
• Performed sensitivity analysis to the cash flow forecast by considering
plausible changes to the key assumptions adopted by the Company
and its impact on the going concern assumption.
|
| |
•
|
Obtained details of borrowings approved / received and tested with
underlying documentation.
|
| |
•
|
Inspected the letter of financial support from the promoters.
|
| |
•
|
Considered the adequacy of the disclosure in the financial statements
in respect of Company's assessment of going concern assumption
|
|
Revenue Recognition
|
|
See Note 2A(a) and 25 to standalone financial statements
|
|
The key audit matter
|
How the matter was addressed in our audit
|
|
The Company recognizes revenue when a
|
In view of the significance of the matter, we applied the following audit
|
|
performance obligation is satisfied by rendering of
|
procedures in this area, among others to obtain sufficient appropriate
|
|
services to customers in clinics and sale of products
|
audit evidence:
|
|
through various distribution channels.
|
•
|
Assessed the appropriateness of the revenue recognition accounting
|
|
We identified revenue recognition as a Key Audit
|
|
policies by comparing with applicable accounting standard.
|
|
Matter considering -
|
•
|
Obtained understanding of the processes and controls implemented
|
|
• The Company focuses on revenue as a key
|
|
by the Company for determining and recording revenue and the
|
|
performance measure which could create an
|
|
associated deferred revenue balances.
|
|
incentive for revenue to be recognised before
the control of underlying products has been
transferred or service provided to customer.
There is a risk that revenue may be overstated
|
•
|
Tested the design and operating effectiveness of key controls
established by management over the completeness, accuracy and
existence of revenue.
|
|
or understated because of fraud resulting from
|
•
|
Inspected individual revenue transactions on sample basis, selected
|
|
the pressure Management may feel to achieve
|
|
by applying statistical sampling, from the underlying documents that
|
|
performance targets at the reporting period end.
|
|
revenue has been booked correctly and in the correct period with
|
|
• Application of revenue recognition accounting
|
|
reference to supporting invoices and other supporting documents.
|
|
standard is complex and involves a number of key
|
•
|
Tested on a sample basis, the supporting documents for sales
|
|
judgments and estimates including in determining
|
|
transactions recorded during the period closer to the year end to
|
|
the timing of recognition of unconsumed sessions
|
|
determine whether revenue was recognised in the correct period.
|
|
under deferred revenue account;
|
•
|
Performed cash to revenue reconciliation and other analytical
|
|
• The accounting for rendering of services is
|
|
procedures and where appropriate, conducted further enquiries and
|
|
susceptible to the Company's override of controls
|
|
testing.
|
|
through the recording of fictitious manual journals
in the accounting records or the manipulation
of inputs used to assess revenue recorded in
respect of unused sessions; and
|
•
|
Verified the breakage provision which is recorded (based on past
trends) for deferral of revenue in respect of partly consumed packages,
on their normal expiry.
|
|
• At year-end a significant amount of deferred
|
•
|
Assessed journals entries posted to revenue to identify unusual items.
|
|
revenue related to these services is recognised
|
•
|
Assessed the adequacy and appropriateness of the disclosures
|
|
on the balance sheet.
|
|
made in accordance with the relevant accounting standard.
|
|
Impairment evaluation of Property plant and equipments (PPE)
|
|
See Note 2A (g) and 3 to standalone financial statements
|
|
The key audit matter
|
How the matter was addressed in our audit
|
|
Certain clinics which were incurring operating losses
|
Our audit procedures included:
|
|
were identified by the Company and the PPE therein
was accordingly evaluated for impairment
|
• Assessed the Company's process for identification of indicators
of impairment based on Company's evaluation of the financial
|
|
Value in use for each clinic is determined by the
|
performance of each clinic.
|
|
Company based on certain assumptions and
estimates of future performance.
|
• Tested the design and operating effectiveness of controls established
by management over the impairment assessment.
|
|
Due to the judgment involved in forecasting
performance, and the estimates involved in
discounting future cash flows, we have considered
|
• Involved our valuation specialists to assess the valuation methodology
and challenged the assumptions used to determine the value in use.
|
|
this to be a key audit matter.
|
• Performed sensitivity analysis on the key assumptions, to ascertain
|
| |
which adverse changes, both individually or in aggregate, could
impact the analysis.
|
| |
• Assessed the appropriateness of the related disclosures in the
|
| |
standalone financial statement
|
Other Information
The Company's Management and Board of Directors are responsible for the other information. The other information
comprises the information included in the Company's annual report, but does not include the financial statements and 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 standalone 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 and Board of Directors' Responsibilities for the Standalone Financial Statements
The Company's Management and Board of Directors are 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 state of affairs, profit/
loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Indian Accounting Standards (Ind AS) 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.
In preparing the standalone financial statements, the Management and Board of Directors are 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 is 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 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.
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 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 the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting
in preparation of standalone financial statements 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.
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 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.
2 A. 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, except for the instances mentioned below:
• Matters as stated in the paragraph (2B(f)) below on reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.
• The daily back-up relating to the period 11 August 2022 to 31 March 2023 for the accounting software used
for maintaining general ledger (which forms part of the ‘books of account and other relevant books and
papers in electronic mode') has not been preserved by the Company in accordance with the provisions of
the Companies Act, 2013.
c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive
income), the standalone statement of changes in equity and the standalone 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 Ind AS specified under Section
133 of the Act.
e. On the basis of the written representations received from the directors as on various dates in the month of April
2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from
being appointed as a director in terms of Section 164(2) of the Act.
f. the modification relating to the maintenance of accounts and other matters connected therewith are as stated
in the paragraph [2A(b)] above on reporting under Section 143(3)(b) of the Act and paragraph [2B(f)] below on
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
g. With respect to the adequacy of the internal financial controls with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
B. 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
a. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its
standalone financial statements - Refer Note 41 and 23 to the standalone financial statements.
b. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.
c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by
the Company.
d (i) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note
44(vii) 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 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, as disclosed in the Note 44(vii)
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 directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iii) 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 (i) and (ii) above, contain any material misstatement.
e. The Company has neither declared nor paid any dividend during the year.
d. Based on our examination which included test checks, except for the instances mentioned below, the Company
has used accounting softwares for maintaining its books of account which have a feature of recording audit
trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the
respective softwares:
• The feature of recording audit trail (edit log) was not enabled at the database layer to log any direct data
changes for the accounting software used for maintaining the books of account relating to general ledger.
• The feature of recording audit trail (edit log) was not enabled at the application layer for the accounting
software used for maintaining books of account relating to recognition of clinic sales for the period from 1
April 2024 to 25 February 2025. Further, in the absence of change log over audit trail feature at the application
level, we are unable to comment whether there were any instances of the audit trail feature been tampered
with and in the absence of reporting on compliance with the audit trail requirements in the independent
auditor's report in relation to controls at the service organisation for the said accounting software, which is
operated by third-party software service provider, we are unable to comment whether the audit trail feature of
the said software was enabled at the database level to log any direct data changes and operated throughout
the year for all relevant transactions recorded in the software.
• Based on the independent auditor's report in relation to controls at of a service organization for the accounting
software used for maintaining books of account relating to consolidation process, the feature of recording
audit trail (edit log) was not enabled at the database layer to log any direct data changes.
Further, for the periods where audit trail (edit log) facility was enabled and operated for the respective softwares,
we did not come across any instance of the audit trail feature being tampered with during the course of the audit.
Additionally, other than the periods where audit trail was not enabled in the prior year, the audit trail has been
preserved by the Company as per the statutory requirements for record retention.
C. 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 Company has not paid any
remuneration to its directors during the year. 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.
For B S R & Co. LLP
Chartered Accountants
Firm's Registration No.:101248W/W-100022
Jaclyn Desouza
Partner
Place: Mumbai Membership No.: 124629
Date: 28 May 2025 ICAI UDIN:25124629BMOQHO8512
|