Independent Auditors Examination Report on the Restated Financial Information in connection with the Proposed Initial Public Offering of LG Electronics India Limited (Formerly known as LG Electronics India Private Limited)
To The Board of Directors
LG Electronics India Limited
6-20th Floor, C-001, Tower D, KP Tower,
Sector-16B, Noida, Gautam Buddha Nagar,
Uttar Pradesh, 201301, India.
Dear Sirs,
1. This report is issued in accordance with the terms of our agreement dated September 03, 2025.
2. We have examined the attached Restated Financial Information, expressed in Indian Rupees Millions of LG Electronics India Limited (Formerly known as LG Electronics India Private Limited) (hereinafter referred to as the "Company" or the "Issuer") comprising:
(a) the "Restated Statement of Assets and Liabilities" as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023 (enclosed as Annexure I);
(b) the "Restated Statement of Profit and Loss" for the three months interim periods ended June 30, 2025 and June 30, 2024 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 (enclosed as Annexure II);
(c) the "Restated Statement of Changes in Equity" for the three months interim periods ended June
30, 2025 and June 30, 2024 and for the years ended March 31, 2025, March 31, 2024 and March
31, 2023 (enclosed as Annexure III);
(d) the "Restated Statement of Cash Flows" for the three months interim periods ended June 30, 2025 and June 30, 2024 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 (enclosed as Annexure IV);
(e) the "Notes to Restated Financial Information" for the three months interim periods ended June
30, 2025 and June 30, 2024 and for the years ended March 31, 2025, March 31, 2024 and March
31, 2023 (enclosed as Annexure V); and
(f) the "Statement of Adjustments to the Audited Special Purpose Interim Financial Statements" as at and for the three months interim periods ended June 30, 2025 and June 30, 2024 and Audited Financial Statements as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 (enclosed as Annexure VI).(hereinafter together referred to as the "Restated Financial Information"), prepared by the Management of the Company in connection with the Proposed Initial Public Offering of equity shares of the Company (the "Proposed IPO" or "Issue") in accordance with the requirements of
i. Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended from time to time (the "Act");
Independent Auditors Examination Report on Restated Financial Information in connection with the Proposed
Initial Public Offering of LG Electronics India Limited (Formerly known as LG Electronics India Private Limited)
Page 2 of 5
ii. Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the "SEBI ICDR Regulations") issued by the Securities and Exchange Board of India (the "SEBI"); and
iii. the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").
The said Restated Financial Information has been approved by the Board of Directors of the Company at their meeting held on September 10, 2025 for the purpose of inclusion in the Red Herring Prospectus ("RHP") and Prospectus (together referred to as "Offer Documents") and signed by us for identification purposes only.
Managements Responsibility for the Restated Financial Information
3. The preparation of the Restated Financial Information, for the purpose of inclusion in the Offer Documents to be filed with the SEBI, BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE") and the Registrar of Companies, National Capital Territory of Delhi and Haryana (the "RoC") in New Delhi, in connection with the Proposed IPO, is the responsibility of the Board of Directors of the Company. The Restated Financial Information has been prepared by the Management of the Company on the basis of preparation stated in note 2.1(A) to the Restated Financial Information included in Annexure V. The Board of Directors responsibility includes designing, implementing and maintaining internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors is also responsible for identifying and ensuring that the Company complies with the Act, the SEBI ICDR Regulations and the Guidance Note.
Restated Financial Information
4. The Restated Financial Information, expressed in Indian Rupees Millions, has been prepared by the Companys Management from:
(a) Audited Special Purpose Interim Financial Statements of the Company as at and for the three months interim period ended June 30, 2025 prepared in accordance with Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India (the "Special Purpose Interim Financial Statements"), which have been approved by the Board of Directors at their meeting held on September 10, 2025;
(b) Audited Special Purpose Interim Financial Statements of the Company as at and for the three months interim period ended June 30, 2024 prepared in accordance with Ind AS 34 "Interim Financial Reporting", specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India except for non- inclusion of comparative information for preparing the Restated Financial Information to be included in the Offer Documents, in connection with the Proposed IPO (the "Special Purpose Interim Financial Statements"), which have been approved by the Board of Directors at their meeting held on September 10, 2025; and
Independent Auditors Examination Report on Restated Financial Information in connection with the Proposed Initial Public Offering of LG Electronics India Limited (Formerly known as LG Electronics India Private Limited)
(c) Audited Financial Statements of the Company as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with Ind AS as prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meetings held on July 9, 2025, August 31, 2024 and September 4, 2023, respectively.
Auditors Responsibilities
5. Our work has been carried out considering the concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information in accordance with the Guidance Note and other applicable authoritative pronouncements issued by the ICAI and pursuant to the requirements of Section 26 of the Act and the SEBI ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the Issue.
6. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
7. Our examination of the Restated Financial Information has not been carried out in accordance with the auditing standards generally accepted in the United States of America, standards of the Public Company Accounting Oversight Board and accordingly should not be relied upon by anyone as if it had been carried out in accordance with those standards or any other standards besides the standards referred to in this report.
8. For the purpose of our examination, we have relied on:
a) Auditors report issued by us on the Special Purpose Interim Financial Statements of the Company as at and for the three months period ended June 30, 2025 as referred to in Paragraph 4(a) above, on which we issued an unmodified opinion vide our report dated September 10, 2025;
b) Auditors report issued by us on the Special Purpose Interim Financial Statements of the Company as at and for the three months interim period ended June 30, 2024 as referred to in Paragraph 4(b) above, on which we issued an unmodified opinion vide our report dated September 10, 2025; and
c) Auditors reports issued by us on the Financial Statements of the Company as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 as referred to in Paragraph 4(c) above, on which we issued unmodified opinions vide our reports dated July 9, 2025, August 31, 2024 and September 4, 2023, respectively.
9. We have not audited any financial statements of the Company as of any date or for any period subsequent to June 30, 2025. Accordingly, we do not express any opinion on the financial position, results or cash flows of the Company as of any date or for any period subsequent to June 30, 2025.
Independent Auditors Examination Report on Restated Financial Information in connection with the Proposed Initial Public Offering of LG Electronics India Limited (Formerly known as LG Electronics India Private Limited) Page 4 of 5
Opinion
10. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Information:
a) has been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note;
b) has been prepared after incorporating adjustments in respect of material error/ regrouping/ reclassifications, [if any,] retrospectively to reflect the same accounting treatment as per the accounting policies as at and for the three months interim period ended June 30, 2025 for all the reporting periods; and
c) there are no qualifications in the auditors reports which require any adjustments.
11. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Audited Financial Statements and Audited Special Purpose Interim Financial Statements as mentioned in paragraph 4 above.
12. This report should not in any way be construed as a re-issuance or re-dating of any of the prior years audit reports issued by us on the Financial Statements of the Company.
13. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
Emphasis of Matter
14. We draw your attention to the following matters:
a) The Auditors report issued by us dated August 31, 2024 on the Financial Statements of the Company as at and for the year ended March 31, 2024 included the following Emphasis of Matter paragraph, which has been reproduced below:
"We draw your attention to Note 32 to the accompanying financial statements, where it is stated that the Company had entered into a Revised License Agreement dated July 27, 2017 with its parent Company, i.e., LG Electronics Inc., Republic of Korea, for the use of technology and brand name. In accordance with the aforesaid agreement, the Company is liable to pay royalty to LG Electronics Inc., Republic of Korea. Based on the original agreement, royalty amounting to Rs. 4,032 Millions has been accrued during the year ended March 31, 2024, and remaining portion of royalty based on the aforesaid Revised License Agreement amounting to Rs. 67,437 Millions pertaining to the period from April 01, 2016 to March 31, 2024 is contingent upon conclusion of the Advance Pricing Agreement with the Government of India. Consequently, the Company has not accrued the remaining portion and the obligation has been disclosed as a contingent liability. Our opinion is not modified in respect of this matter."
[Note 32 referred above has been reproduced as Note 31(B) to the Restated Financial Information in Annexure V].
Independent Auditors Examination Report on Restated Financial Information in connection with the Proposed Initial Public Offering of LG Electronics India Limited (Formerly known as LG Electronics India Private Limited)
b) The Auditors report issued by us dated September 4, 2023 on the Financial Statements of the Company as at and for the year ended March 31, 2023 included the following Emphasis of Matter paragraph, which has been reproduced below:
"We draw your attention to Note 32 to the accompanying financial statements, where it is stated that the Company had entered into a Revised License Agreement dated July 27, 2017 with its parent Company, i.e., LG Electronics Inc., South Korea, for the use of technology and brand name. In accordance with the aforesaid agreement, the Company is liable to pay royalty to LG Electronics Inc., South Korea. Based on the original agreement, royalty amounting to Rs. 3,232 Millions has been accrued during the year ended March 31, 2023, and remaining portion of royalty based on the aforesaid Revised License Agreement amounting to Rs. 59,867 Millions pertaining to the period from April 01, 2016 to March 31, 2023 is contingent upon conclusion of the Advance Pricing Agreement with the Government of India. Consequently, the Company has not accrued the remaining portion and the obligation has been disclosed as a contingent liability. Our opinion in not modified in respect of this matter."
[Note 32 referred above has been reproduced as Note 31(B) to the Restated Financial Information in Annexure V].
Restriction on Use
15. This report is addressed to and is provided to enable the Board of Directors of the Company to include this report in the Offer Documents, prepared in connection with the proposed Initial Public Offering of equity shares of the Company, to be filed by the Company with the SEBI, BSE Limited, National Stock Exchange of India Limited and the RoC, National Capital Territory of Delhi and Haryana in New Delhi, in connection with the Proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.
| For Price Waterhouse Chartered Accountants LLP |
| Firm Registration Number: 012754N/N500016 Anurag Khandelwal |
| Partner |
| Membership Number: 078571 |
| UDIN: 25078571BMOCFI4627 |
| Place: Gurugram |
| Date: September 10, 2025 |
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