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Lumax Auto Technologies Ltd Auditor Reports

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Lumax Auto Technologies Ltd Share Price Auditors Report

To

the Members of

Lumax Auto Technologies Limited

Report on the Audit of the Standalone Financial

Statements

OPINION

1. We have audited the accompanying Standalone Financial Statements of Lumax Auto Technologies Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2026, and 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 for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information.

2. In ou r opinion and to the best of our in formation and according to the explanations given to us, the aforesaid Standalone 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, 2026, and total comprehensive income (comprising profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditors Responsibilities for the Audit of the Standalone 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 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.

EMPHASIS OF MATTER

4. We draw attention to:

a. Note 55(I) to the Standalone Financial Statements regarding the Scheme of Amalgamation (the "Scheme 1") of Lumax Ancillary Limited, wholly owned subsidiary, (the "Transferor Company 1") with the Company, which has been approved by the National Company Law Tribunal ("NCLT"), New Delhi branch vide its order dated March 11, 2026; and

b. Note 55(II) to the Standalone Financial Statements regarding the Scheme of Amalgamation (the "Scheme 2") of IAC International Automotive India Private Limited, wholly owned subsidiary, (the "Transferor Company 2") with the Company, which has been approved by the NCLT, New Delhi branch vide its order dated May 8, 2026.

The Company has accounted for these amalgamations in accordance with Appendix C "Business combinations of entities under common control" of Ind AS 103 "Business Combinations" as specified in the respective schemes approved by NCLT and, accordingly, the comparative financial information for the prior year ended March 31, 2025, have been restated from the beginning of the prior year.

Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

5. Key audit matters are those matters that, in our professional judgement, 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.

Key audit matter How our audit addressed the key audit matter
Revenue recognition and liabilities related to price variation (Refer note 29, 44(g) and 50 to the Standalone Financial Statements) Our audit procedures included the following:
Revenue is measured by the Company at the transaction price, i.e., amount of consideration received/ receivable in exchange for transferring promised goods or services to the customers. In determining the transaction price for the sale of products, the Company considers the effects of variable consideration including price adjustment to be passed on to the customers based on parameters like negotiation based on savings on material and other factors. The Companys business requires passing on these credits to the customers once negotiations are concluded with the customers. • Obtained an understanding and evaluated the design and tested the operating effectiveness of the Companys controls relating to price adjustments in revenue process.
• Assessed the Companys accounting policy for revenue recognition including the policy for recording price adjustments in accordance with the requirement of Ind AS 115 ‘Revenue from Contracts with Customers.
• Evaluated managements methodology and assumptions used for computing the price adjustment based on the negotiations with the customers which is used in the estimation of price adjustments as per the agreements with the customers.
• Assessed the reliability of underlying historical data, developments during the year and assumptions used for determination of price adjustments.
The estimated liabilities are determined based on negotiations/ other business considerations at the year end, and the consequential impact on revenue is disclosed in note 50 to the Standalone Financial Statements. • Tested the completeness, arithmetical accuracy and validity of the data used in computation of price adjustments as per customer contracts.
We considered this to be a key audit matter as significant management judgement is involved in estimation of the price adjustments. • Performed substantive testing by selecting a sample of price adjustments recorded during the year as well as year-end price adjustments, and verified the parameters used in the computation with the underlying supporting documents.
• Verified the adequacy of disclosures made in the Standalone Financial Statements.
Assessment of carrying value of investments in Subsidiaries (Refer note 8 and 49 to the Standalone Financial Statements) Our audit procedures included the following:
The accumulated losses at the year end in three subsidiaries of the Company has resulted in the net worth of those subsidiaries being lower than the respective carrying amount of the investment in the Companys books. This is an indication of potential impairment of carrying value of the investments. The carrying value of investment in such subsidiaries aggregates to 3,979.60 (including investment in Optionally Convertible Redeemable Debentures). • Obtained an understanding and evaluated the design and tested the operating effectiveness of the Companys controls over valuation of investments.
• Assessed the determination of cash generating unit (CGU) in line with the requirements of Ind AS 36 ‘Impairment of Assets considering the nature of business operations of the subsidiaries.
• Involved auditors expert and evaluated the key assumptions underlying the cash flow projections including growth rate and discount rate used in the discounted cash flow model.
The Company assesses the carrying value of the investments by taking into account future business plans which are based on various assumptions including revenue growth rate and discount rate. Based on the Companys assessment, no impairment loss provision was required in respect to the carrying value of its investments in subsidiaries as at March 31, 2026. • Performed sensitivity analysis on the projections by varying key assumptions, within reasonably foreseeable range.
• Compared the carrying value of the net assets of the subsidiaries with the estimated cash flows determined by the management for each entity.
• Evaluated the appropriateness of the Companys accounting policies in respect of impairment assessment of investments.
We considered this as a key audit matter due to significant management judgement involved in assessing the appropriateness of the valuation model, estimation of future cash flows as well as assumptions like discount rate, terminal growth rate, etc. used in the valuation model. • Assessed the historical accuracy of the managements forecasted business plans by comparing the forecasts used in the prior year with the actual performance in the current year.
• Verified the adequacy of the disclosures made in the Standalone Financial Statements.

OTHER INFORMATION

6. The Companys 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 Standalone Financial Statements and our auditors report thereon. The Annual report is expected to be made available to us after the date of this auditors report.

Our opinion on the Standalone Financial Statements does not cover the other information and we will 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 identified above when it becomes available 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.

When we read the Annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

RESPONSIBILITIES OF MANAGEMENT AND THOSE

CHARGED WITH GOVERNANCE FOR THE STANDALONE

FINANCIAL STATEMENTS

7. The Companys Board of Directors is 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 financial position, financial performance, changes in equity and cash flows of the Company in accordance with

the accounting principles generally accepted in India, including the Indian Accounting Standards 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.

8. In preparing the Standalone Financial Statements, Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE

STANDALONE FINANCIAL STATEMENTS

10. 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 auditors 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.

11. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism 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 Standalone 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 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 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 Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying tran sactions and even ts in a mann er that achieves fair presentation.

12. 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.

13. 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.

14. 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 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.

OTHER MATTER

15. The financial information contained in the audited financial statements of IAC International Automotive India Private Limited (the Transferor Company 2 in the Scheme referred to in Note 55(II) to the Standalone Financial Statements) for the financial year ended March 31, 2025 included in the restated comparative financial statements of the Company for the prior year ended March 31, 2025, were audited by other auditors under the Act, whose audit report has been furnished to us by the Companys Management. We have audited the adjustments made by the Management to the prior year figures to arrive at the restated comparative financial information for the prior year ended March 31, 2025. Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

16. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. 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 matters stated in paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

(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) I n our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2026, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026, from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 17(b) above and paragraph 17(h)(vi) below.

(g) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

(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 (as amended), 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 - Refer Note Note 41(b) to the Standalone Financial Statements.

ii. The Company was not required to recognise a provision as at M arch 31, 2 026 und er the applicable law or Indian Accounting Standards, as it does not have any material foreseeable losses on long-term contract. The Company did not have any long term derivative contracts as at March 31, 2026.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

iv. (a) The management has represented

that, to the best of its knowledge and belief, as disclosed in Note 53(v) 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, 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;

(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 53(vi) 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, 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 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 (a) and (b) contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the prior year ended March 31, 2025 is in accordance with Section 123 of the Act to the extent it applies to payment of dividend. Further, as stated in Note 20.2 to the Standalone Financial Statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on our examination, which included test checks, the Company has used multiple accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software, except for the following:

(i) in respect of the core accounting software, the audit log at the application level is not maintained in case of modification by certain users with specific access and the audit trail feature was not enabled at the database level to log any direct data changes;

‘ (ii) with respect to one accounting software

of a third party service provider used for the entire audit period for maintaining certain records, audit log of modification does not contain the pre-modified values at database level; and (iii) with respect to another accounting software of a third party service provider used for the entire audit period for maintaining certain records, in the absence any information pertaining to audit trail in the independent service auditors report, we are unable to comment on the audit trail (edit log) feature in that accounting software.

During the course of performing our procedures, other than the aforesaid instances of audit trail not maintained where the question of our commenting does not arise, we did not notice any instance of audit trail feature being tampered with. Further, the audit trail, to the extent maintained in the prior year, has been preserved by the Company in respect of the software described in (i) and (ii) above, excluding point (iii), as per the statutory requirements for record retention.

18. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

ANNEXURE A TO INDEPENDENT AUDITORS REPORT

Referred to in paragraph 17(g) of the Independent Auditors Report of even date to the members of Lumax Auto Technologies Limited on the Standalone Financial Statements as of and for the year ended March 31, 2026

REPORT ON THE INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO FINANCIAL STATEMENTS UNDER

CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE

ACT

1. We have audited the internal financial controls with reference to financial statements of Lumax Auto Technologies Limited ("the Company") as of March 31, 2026 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL

FINANCIAL CONTROLS

2. The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting 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 ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the 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

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. 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 financial statements were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. 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 system with reference to financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO FINANCIAL STATEMENTS

6. A companys internal financial controls with reference to 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 controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, 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 Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the Standalone Financial Statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL

CONTROLS WITH REFERENCE TO FINANCIAL

STATEMENTS

7. Because of the inherent limitations of internal financial controls with reference to 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 financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

8. In our opinion, the Company has, in all material respects, adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria

established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

ANNEXURE B TO INDEPENDENT AUDITORS REPORT

Referred to in paragraph 16 of the Independent Auditors Report of even date to the members of Lumax Auto Technologies Limited on the standalone financial statements as of and for the year ended March 31, 2026

In terms of the information and explanations sought by us and furnished by the Company, and the books of account and records examined by us during the course of our audit, and to the best of our knowledge and belief, we report that:

i. (a) (A) The Company is maintaining proper records showing full particulars, including quantitative details and situation,

of Property, Plant and Equipment (including Right-of-Use Assets).

(B) The Company is maintaining proper records showing full particulars of Intangible Assets.

(b) The Property, Plant and Equipment of the Company are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the Property, Plant and Equipment has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Note 3(c) to the Standalone Financial Statements, are held in the name of the Company, except for the following:

<tr>
Description of property Gross carrying value ( in Lakhs) Held in the name of Whether promoter, director or their relative or employee Period held Reason for not being held in the name of the Company
Investment property in Gurugram 775.43 Lumax Ancillary Limited No January 15, 2020 The Company is in the process for change of name in title deed pursuant to merger of Lumax Ancillary Limited with the Company.
Leasehold building at Chakan plant 108.58 Lumax Ancillary Limited No December 01, 2022
Leasehold building at Bhiwadi plant 247.49 Lumax Ancillary Limited No November 15, 2022
Freehold land at Chakan 1 plant 3,010.00 IAC International Automotive India Private Limited No November 14, 2008 The Company is in the process for change of name in title deed pursuant to merger of IAC International Automotive India Private Limited with the Company.
Leasehold building at HQ- 43EQ 2,691.96 IAC International Automotive India Private Limited No July 01, 2025
Leasehold building at HQ Trump Towers 129.17 IAC International Automotive India Private Limited No July 09, 2025
Leasehold building at Chakan 1 New plant 2,272.05 IAC International Automotive India Private Limited No October 01, 2023
Leasehold building at Chakan 1- Extn plant 2,852.82 IAC International Automotive India Private Limited No December 01, 2025
Leasehold building at Chakan 3 plant 829.68 IAC International Automotive India Private Limited No November 14, 2024
Leasehold building at Nashik plant 1,355.71 IAC International Automotive India Private Limited No September 01, 2018
Leasehold building at Nashik - Ext plant 158.27 IAC International Automotive India Private Limited No January 01, 2024
Leasehold building at Nashik - New warehouse 110.63 IAC International Automotive India Private Limited No July 01, 2024 The Company is in the process for change of name in title deed pursuant to merger of IAC International Automotive India Private Limited with the Company.
Leasehold building at Bangalore plant 642.50 IAC International Automotive India Private Limited No August 01, 2021
Leasehold building at Manesar plant 2,930.86 IAC International Automotive India Private Limited No February 01, 2026
Leasehold building at Manesar warehouse 90.73 IAC International Automotive India Private Limited No July 01, 2025
Leasehold building at Manesar New warehouse 207.18 IAC International Automotive India Private Limited No December 16, 2023

(d) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use assets) and Intangible Assets or both during the year. Consequently, the question of our commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment (including Right-of-Use assets) or Intangible Assets does not arise.

(e) No proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in the Standalone Financial Statements, does not arise.

ii. (a) The physical verification of inventory excluding stocks with third parties has been conducted at reasonable intervals by the Management during the year and, in our opinion, the coverage and procedure of such verification by Management is appropriate. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not 10% or more in aggregate for each class of inventory.

(b) During the year, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from banks and financial institutions on the basis of security of current assets. The Company has filed quarterly returns or statements with such banks and financial institutions, which are not in agreement with the unaudited books of account as set out below:

Name of the Bank/ Financial Institution Aggregate working capital limits sanctioned Nature of Current Asset offered as Security Quarter ended Amount disclosed as per quarterly return/ statement (A) Amount as per books of account (B) Difference (A-B) Reasons for difference
HDFC Bank 5,000 Account receivable Jun-25 28,226.08 23,618.56 4,607.52 Refer note 1 below
Account receivable Sep-25 36,461.68 28,508.27 7,953.41 Refer note 1 below
Account receivable Dec-25 35,652.00 27,019.99 8,632.01 Refer note 1 below
Account receivable Mar-26 41,836.86 32,199.62 9,637.24 Refer note 1 below
Inventory Jun-25 7,548.03 7,547.83 0.20 Refer note 1 below
Inventory Sep-25 8,156.04 8,156.04 - Refer note 1 below
Inventory Dec-25 9,344.00 9,344.12 (0.12) Refer note 1 below
Inventory Mar-26 9,583.00 9,665.82 (82.82) Refer note 1 below
CITI Bank 3,000 Account receivable Jun-25 28,226.08 23,618.56 4,607.52 Refer note 1 below
Account receivable Sep-25 36,461.68 28,508.27 7,953.41 Refer note 1 below
Account receivable Dec-25 35,652.00 27,019.99 8,632.01 Refer note 1 below
Account receivable Mar-26 41,836.86 32,199.62 9,637.24 Refer note 1 below
Inventory Jun-25 7,548.03 7,547.83 0.20 Refer note 1 below
Inventory Sep-25 8,156.04 8,156.04 - Refer note 1 below
Inventory Dec-25 9,344.00 9,344.12 (0.12) Refer note 1 below
Inventory Mar-26 9,583.00 9,665.82 (82.82) Refer note 1 below
ICICI Bank 5,000 Account receivable Jun-25 28,226.08 23,618.56 4,607.52 Refer note 1 below
Account receivable Sep-25 36,461.68 28,508.27 7,953.41 Refer note 1 below
Account receivable Dec-25 35,652.00 27,019.99 8,632.01 Refer note 1 below
Account receivable Mar-26 41,836.86 32,199.62 9,637.24 Refer note 1 below
Inventory Jun-25 7,548.03 7,547.83 0.20 Refer note 1 below
Inventory Sep-25 8,156.04 8,156.04 - Refer note 1 below
Inventory Dec-25 9,344.00 9,344.12 (0.12) Refer note 1 below
Inventory Mar-26 9,583.00 9,665.82 (82.82) Refer note 1 below
CTBC Bank 6,000 Account receivable Jun-25 28,226.08 23,618.56 4,607.52 Refer note 1 below
Account receivable Sep-25 36,461.68 28,508.27 7,953.41 Refer note 1 below
Account receivable Dec-25 35,652.00 27,019.99 8,632.01 Refer note 1 below
Account receivable Mar-26 41,836.86 32,199.62 9,637.24 Refer note 1 below
Inventory Jun-25 7,548.03 7,547.83 0.20 Refer note 1 below
Inventory Sep-25 8,156.04 8,156.04 - Refer note 1 below
Inventory Dec-25 9,344.00 9,344.12 (0.12) Refer note 1 below
Inventory Mar-26 9,583.00 9,665.82 (82.82) Refer note 1 below
Kotak Mahindra Bank 6,000 Account receivable Jun-25 28,226.08 23,618.56 4,607.52 Refer note 1 below
Account receivable Sep-25 36,461.68 28,508.27 7,953.41 Refer note 1 below
Account receivable Dec-25 35,652.00 27,019.99 8,632.01 Refer note 1 below
Account receivable Mar-26 41,836.86 32,199.62 9,637.24 Refer note 1 below
Inventory Jun-25 7,548.03 7,547.83 0.20 Refer note 1 below
Inventory Sep-25 8,156.04 8,156.04 - Refer note 1 below
Inventory Dec-25 9,344.00 9,344.12 (0.12) Refer note 1 below
Inventory Mar-26 9,583.00 9,665.82 (82.82) Refer note 1 below
Yes Bank 2,000 Account receivable Jun-25 28,226.08 23,618.56 4,607.52 Refer note 1 below
Account receivable Sep-25 36,461.68 28,508.27 7,953.41 Refer note 1 below
Account receivable Dec-25 35,652.00 27,019.99 8,632.01 Refer note 1 below
Account receivable Mar-26 41,836.86 32,199.62 9,637.24 Refer note 1 below
Inventory Jun-25 7,548.03 7,547.83 0.20 Refer note 1 below
Inventory Sep-25 8,156.04 8,156.04 - Refer note 1 below
Inventory Dec-25 9,344.00 9,344.12 (0.12) Refer note 1 below
Inventory Mar-26 9,583.00 9,665.82 (82.82) Refer note 1 below
Mizuho Bank 5,000 Account receivable Jun-25 28,226.08 23,618.56 4,607.52 Refer note 1 below
Account receivable Sep-25 36,461.68 28,508.27 7,953.41 Refer note 1 below
Account receivable Dec-25 35,652.00 27,019.99 8,632.01 Refer note 1 below
Account receivable Mar-26 41,836.86 32,199.62 9,637.24 Refer note 1 below
Inventory Jun-25 7,548.03 7,547.83 0.20 Refer note 1 below
Inventory Sep-25 8,156.04 8,156.04 - Refer note 1 below
Inventory Dec-25 9,344.00 9,344.12 (0.12) Refer note 1 below
Inventory Mar-26 9,583.00 9,665.82 (82.82) Refer note 1 below

Note 1 - Returns were filed as per the provisional Standalone Financial Statements. Also, refer Note 21 to the Standalone Financial Statements.

iii. (a) The Company made investments in twenty-eight companies, mutual funds and alternative investment funds and granted unsecured loans to two companies and interest free loan to employees. The Company did not have any joint ventures or associate companies during the year. The aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans subsidiaries and to parties other than joint ventures and associates are as per the table given below:

Loans ( in lakhs)
Aggregate amount granted/ provided during the year
- Subsidiaries 630.00
- Others 195.44
Balance outstanding as at balance sheet date in respect of the above cases
- Subsidiaries 630.00
- Others 152.98

Also, refer Note 10 and 11 to the Standalone Financial Statements.

The Company has not made any other investments, granted any secured/unsecured loans or advances in nature of loans to companies, firms, limited liability partnerships (‘LLP) or any other parties or stood guarantee or provided any security to companies, firms or LLPs or any other parties.

(b) In respect of the aforesaid investments and loans, the terms and conditions under which such loans were granted and investments were made are not prejudicial to the Companys interest.

(c) I n respect of the loans provided to companies, the schedule of repayment of principal and payment of interest has been stipulated, and the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest. Further, the Company has granted interest-free loans to its employees and, accordingly, the question of our commenting on regularity of payment of interest does not arise. However, in respect of such loans where the schedule of repayment of principal has been stipulated, the employees are repaying the principal amounts as stipulated.

(d) In respect of the loans, there is no amount which is overdue for more than ninety days.

(e) There were no loans which have fallen due during the year and were renewed/extended. Further, no fresh loans were granted to same parties to settle the existing overdue loans.

(f) The loans granted during the year, including to promoters/related parties, had stipulated the scheduled repayment of principal and payment of interest and the same were not repayable on demand.

iv. In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made and guarantees and security provided by it.

v. The Company has not accepted any deposits or amounts which are deemed to be deposits referred in Sections 73, 74, 75 and 76 of the Act and the Rules framed there under. Accordingly, the reporting under clause 3(v) of the Order is not applicable to the Company.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products and services. We have broadly reviewed the books of account maintained by the Company pursuant to the said requirement, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) In our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of employees state

insurance, income tax, provident fund and goods and service tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including duty of customs, cess and other statutory dues, as applicable, with the appropriate authorities. However, there are no arrears of statutory dues outstanding as at March 31, 2026, for a period of more than six months from the date they became payable.

(b) There are no statutory dues of employees state insurance, duty of customs, cess, provident fund which have not been deposited on account of any dispute. The particulars of other statutory dues referred to in sub-clause (a) as at March 31, 2026 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount (Rs. in Lakhs) Paid under protest (Rs. in Lakhs) Period to which the amount relates Forum where the dispute is pending
Maharashtra Goods and Services Tax Act, 2017 Goods and services tax 103.79 18.52 2019-20 Joint Commissioner of State Tax (Appeals)
Central Goods and Services Tax Act, 2017 Goods and services tax 34.41 1.17 2018-19 Deputy Commissioner (Appeals)
Uttarakhand Goods and Services Tax Act, 2017 Goods and services tax 9.41 0.86 2021-22 Assistant Commissioner, Central Goods & Service Tax Division, Rudrapur
Haryana Goods and Services Tax Act, 2017 Goods and services tax 35.94 1.68 2019-20 Joint Commissioner of State Tax (Appeals)
Maharashtra Goods and Services Act, 2017 Goods and services tax 0.54 0.03 2018-19 Joint Commissioner (Appeals), Central Goods and Service Tax
Income Tax Act, 1961 Income tax 65.38 - 2023-24 Deputy Commissioner of Income tax
Income tax Act 1961 Income tax 84.71 - 2013-14 Commissioner of Income Tax (Appeals)
Income tax Act 1961 Income tax 116.79 - 2014-15 Commissioner of Income Tax (Appeals)
Income tax Act 1961 Income tax 96.47 - 2016-17 Income Tax Appellate Tribunal
Income tax Act 1961 Income tax 670.85 - 2022-23 Commissioner of Income Tax (Appeals)
Income tax Act 1961 Income tax 2,107.30 - 2025-26 Commissioner of Income Tax (Appeals)
Total 3,325.59 22.26

viii. There are no transactions previously unrecorded in the books of account that have been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961. ix (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

(b) On the basis of our audit procedures, we report that the Company has not been declared Wilful Defaulter by any bank or financial institution or government or any government authority.

(c) I n our opinion, the term loans have been applied for the purposes for which they were obtained. Refer note 53(xi) to the Standalone Financial Statements.

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the Standalone Financial Statements of the Company, we report that no funds raised on short-term basis have been utilised for long-term purposes by the Company.

(e) On an overall examination of the Standalone Financial Statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries. The Company did not have any joint ventures or associate companies during the year.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries. The Company did not have any joint ventures or associate companies during the year.

x. (a) The Company has not raised any money by way of

initial public offer or further public offer (including debt instruments) during the year. Accordingly, the reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares or fully or partially or optionally convertible debentures during the year. Accordingly, the reporting under clause 3(x)(b) of the Order is not applicable to the Company.

xi. (a) During the course of our examination of the

books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, a report under Section 143(12) of

the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed by us, as statutory auditors, with the Central Government. Further, no such report has been filed by any other auditor appointed by the Company under the Act. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable to the Company.

(c) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and as represented to us by the management, no whistle-blower complaints have been received during the year by the Company. Accordingly, the reporting under clause 3(xi)(c) of the Order is not applicable to the Company.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under clause 3(xii) of the Order is not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of related party transactions have been disclosed in the Standalone Financial Statements as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act.

xiv. (a) I n our opinion, the Company has an internal audit

system commensurate with the size and nature of its business.

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

xv. I n our opinion, the Company has not entered into any non-cash transactions with its directors or persons connected with the directors. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under clause 3(xv) of the Order is not applicable to the Company.

xvi. (a) The Company is not required to be registered under

Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking financial / housing finance activities during the year. Accordingly, the reporting under clause 3(xvi)

(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company as defined in the regulations made by the Reserve Bank of India. Accordingly, the additional reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) In our opinion, the Group as defined in the Reserve Bank of India (Core Investment Companies) Directions, 2025 does not have any CICs, which are part of the Group. Accordingly, the reporting under clause 3(xvi)(d) of the Order is not applicable to the Company.

xvii. The Company has not incurred any cash losses in the financial year or in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year and, accordingly, the reporting under clause 3(xviii) of the Order is not applicable.

xix. On the basis of the financial ratios (Refer note 52 to the Standalone Financial Statements), ageing and expected dates of realisation of financial assets and payment of financial liabilities, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report 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 the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the 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 they fall due. The Annual report is expected to be made available to us after the date of our report (refer paragraph 6 of the Independent Auditors Report on other information).

xx. (a) The Company has transferred the amount of

Corporate Social Responsibility remaining unspent under sub-section (5) of Section 135 of the Act in respect of "other than ongoing projects" to a Fund specified in Schedule VII to the Act within a period

of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of Section 135 of the Act. (Also, refer Note 25 to the Standalone Financial Statements).

(b) The Company does not have any amount remaining unspent under sub-section (5) of Section 135 of the Act as at balance sheet date in respect of "ongoing projects" of Corporate Social Responsibility. Accordingly, reporting under clause 3(xx)(b) of the Order is not applicable to the Company.

xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements. Accordingly, no comment in respect of the said clause has been included in this report.

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