Singer India Ltd Auditors Report.

To The Members of Singer India Limited Report on the audit of the Ind aS Financial Statements

We have audited the accompanying Ind AS financial statements of Singer India Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and summary of the significant accounting policies and other explanatory information (hereinafter referred to as "Ind AS financial statements").

Managements Responsibility for the Ind aS Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Ind AS financial statements that give a true and fair view of the state of affairs, profit 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) prescribed 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and ap-plication 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the Ind AS financial statements, management 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 un-less management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

auditors Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the Ind AS financial statements. We are also responsible to 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 entitys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditors report to the related disclosures in the Ind AS financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditors report. However, future events or conditions may cause an entity to cease to continue as a going concern.

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

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2018 and its profits and other comprehensive income, changes in equity and its cash flows for the year ended on that date. other Matter

The comparative financial information of the Company for the year ended 31 March 2017 and the transition date opening balance sheet as at 1 April 2016 included in these Ind AS Financial Statements, are based on the previously issued Statutory Financial Statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the pre-decessor auditor whose report for the year ended 31 March 2017 and 31 March 2016 dated 18 May 2017 and 28 May 2016 respectively expressed an unmodified opinion on those financial statements, as adjusted for differences in the accounting principles adopted by the Company on transition to Ind AS, which have been audited by us. Our opinion is not modified in respect of this matter.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 (‘the Order), issued by the Central Government of India in terms of sub-section (11) of Section 143 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) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account; d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act; e) On the basis of the written representations received from the directors as on 31 March 2018 taken on record by disqualified the Board of Directors, none of the directors as on 31 March 2018 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 financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B"; and g) 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, 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 Ind AS financial statements - Refer Note 31 to the standalone Ind AS financial statements; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and iv. The disclosures in the Ind AS Financial Statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018. However, amounts as appearing in the audited Financial Statements for the year ended 31 March 2017 have been disclosed - Refer Note 38 to the Ind AS Financial Statements.

For B S R & Co. LLp

Chartered Accountants

ICAI Firm registration number: 101248W / W-100022
Place: Gurugram Jiten Chopra
Date: 28 May 2018

Partner

Membership number: 092894

annexure a referred to in our Independent auditors Report to the members of Singer India Limited on the Ind aS financial statements for the year ended 31 March 2018

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are d verifie on an annual basis. In our opinion, this periodicity of physical verification by management is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, fixed assets were physically verified during the year. As informed to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

(ii) Inventories, except for goods-in-transit have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. According to the information and explanations given to us, the procedures for physical verification of inventories followed by the management during the year are reasonable and adequate in relation to the size of the Company and the nature of its business. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly adjusted in the books of account. (iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of paragraph 3 (iii) of the Order are not applicable to the Company.

(iv) According to the information and explanations given to us, the Company has not given any loan, or made any investments, or provided any guarantee or security as specified under section 185 and 186 of the Companies Act, 2013. Accordingly, the provisions of paragraph 3 (iv) of the Order are not applicable to the Company.

(v) As per the information and explanations given to us, the Company has not accepted any deposits as mentioned in the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable. (vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013, for any of the services rendered or goods sold by the Company. Accordingly, paragraph 3(vi) of the Order is not applicable.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, goods and services tax, duty of customs, duty of excise, value added taxes, cess and other statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities though there has been a slight delay in deposit of goods and services tax in a few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income tax, sales tax, service tax, goods and services tax, duty of customs, duty of excise, value added taxes, cess and other statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, service tax, goods and services tax, sales tax, value added tax, duty of excise and duty of customs which have not been deposited by the Company with the appropriate authorities on account of any dispute as at 31 March 2018, other than those mentioned as follows:

Statement of disputed tax dues

Name of the statute Nature of the dues Amount (rs. In lakhs) Amount paid under protest (rs. In lakhs) Period to which the amount relates Forum where dispute is pending
Delhi Value Added Tax Act, 2004 Interest and Penalty 1.82 - Financial year (FY) 2005-06 Assistant Commissioner, Delhi
Delhi Value Added Tax Act, 2004 Value Added Tax 2.66 2.66 FY 2008-09 Tribunal Board, Delhi
Central Sales Tax Act,1956 Central Sales Tax 7.60 - FY 1992-93 Tribunal Board, West Bengal
Central Sales Tax Act,1956 Central Sales Tax 1.40 - FY 2002-03 Tribunal Board, West Bengal
West Bengal Value Added Tax Act, 2003 Value Added Tax 2.38 - FY 2007-08 Tribunal Board, West Bengal
West Bengal Value Added Tax Act, 2003 Value Added Tax 2.37 - FY 2009-10 Tribunal Board, West Bengal
West Bengal Value Added Tax Act, 2003 Value Added Tax 3.20 - FY 2010-11 Joint Commissioner Commercial Taxes, Kolkata
West Bengal Value Added Tax Act, 2003 Value Added Tax 3.42 - FY 2011-12 Joint Commissioner of Commercial Taxes, West Bengal
Central Sales Tax Act,1956 Central Sales Tax 1.63 - FY 1992-93 Commissioner of Commercial Tax, Mumbai
Central Sales Tax Act,1956 Central Sales Tax 0.34 - FY 1996-97 Commissioner of Commercial Tax, Mumbai
The Maharashtra Value Added Tax Act, 2002 Sales Tax 37.65 - FY 2004-05 Joint Commissioner of Commercial Taxes, Mumbai
Goa sales tax act, 1964 Sales tax and interest 0.13 - FY 2002-03 Commissioner of Commercial Tax, Goa
Central Sales Tax Act,1956 Central Sales Tax and interest 33.68 8.13 FY 2003-04 Deputy Commissioner (Appeals) Commercial Taxes, Cuttack
Central Sales Tax Act,1956 Central Sales Tax and interest 16.91 5.07 FY 2004-05 Commissioner of Commercial Taxes, Kerala
Central Sales Tax Act,1956 Central Sales Tax 0.47 0.20 FY 2009-10 Assistant Commissioner, Kerala
Kerala Value Added Tax Act, 2004 Value Added Tax 0.57 0.57 FY 2010-11 Assistant Commissioner, Kerala
Kerala Value Added Tax Act, 2004 Penalty on truck seizure 1.49 1.49 FY 2011-12 Commissioner of Commercial Tax, Kerala
Central Sales Tax Act,1956 Central Sales Tax 7.73 - FY 2011-12 Commissioner of Commercial Tax, Kerala
Central Sales Tax Act,1956 Central Sales Tax 13.23 2.01 FY 2012-13 Commissioner of Commercial Tax, Kerala
Haryana Value Added tax Act, 2003 Penalty on Value Added Tax 0.36 0.36 FY 2012-13 Joint Excise and Taxation Commissioner (Appeals)
Orissa Sales Tax Act, 1947 Sales Tax 38.40 - FY 2003-04 Deputy Commissioner of Commercial Taxes, Cuttack
Central Sales Tax Act,1956 Central Sales Tax 0.76 - FY 2003-04 Joint Commissioner of Sales tax, Cuttack
Orissa Entry Tax Act, 1999 Orissa Entry Tax 12.33 - FY 2003-04 Commissioner of Commercial Tax, Orissa
Central Sales Tax Act,1956 Central Sales Tax 1.33 1.33 FY 2012-13 Assistant Commissioner, Annai Salai, Chennai
Central Sales Tax Act,1956 Central Sales Tax 1.09 1.09 FY 2013-14 Assistant Commissioner, Annai Salai, Chennai

(viii) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans or borrowings to banks. Further, no loans or borrowings were taken from financial institutions, government and there were no debentures issued during the year or outstanding as at 31 March 2018.

(ix) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Moreover, the term loans taken by the Company have been applied for the purposes for which they was raised.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to information and explanations given to us and on the basis of our examination of the records of the Company, the managerial remuneration has been provided and paid by the Company in accordance with the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) According to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the Ind AS financial statements as required by the standards. explanation (xiv) According to the and examination given to us and the basis of our 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 the current year. Accordingly, paragraph 3(xiv) of the Order is not applicable.

(xv) According to information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable. (xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For B S R & Co. LLp

Chartered Accountants

ICAI Firm registration number: 101248W / W-100022
Place: Gurugram Jiten Chopra
Date: 28 May 2018

Partner

Membership number: 092894

annexure B to the Independent auditors Report of even date on the Ind aS financial statements of Singer India Limited Report on the Internal Financial Controls under Clause (i) of Sub-section3 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 Singer India Limited ("the Company") as of 31 March 2018 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 based on the internal control with reference to the 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 (the "Guid-ance 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

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. We conducted our audit in accordance with the Guidance Note and the Standards on Audit-ing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, 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 the Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system 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 internal financial controls with reference to the Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluat-ing 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 Ind AS 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 system 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 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 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 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 are subject to the risk that the internal financial control 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, an adequate internal financial controls system with reference to the Ind AS financial statements and such internal financial controls with reference to the Ind AS financial statements were operating effectively as at 31 March 2018, based on the internal control 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For B S R & Co. LLp Chartered Accountants

Firm registration number: 101248W / W-100022
Place: Gurugram Jiten Chopra
Date: 28 May 2018

Partner

Membership number: 092894

Independent auditors Certificate on Compliance with the Corporate governance requirements under SeBI (Listing obligations and Disclosure Requirements) Regulations, 2015

To

The Members of Singer India Limited

1. This certificate is issued in accordance with our engagement letter dated 19 March 2018.

2. The certificate contains details of compliance of conditions of corporate governance by Singer India Limited (‘the Company) for the year ended 31 March 2018 as stipulated in Regulations 17-27, clause (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) pursuant to the Listing Agreement of the Company with the Stock Exchange.

Managements Responsibility for compliance with the conditions of Listing Regulations

3. The compliance with the terms and conditions contained in the corporate governance is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents.

auditors Responsibility

4. Our examniation was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether the Company has complied with the conditions of Corporate Governance as stipulated in Listing Regulations for the year ended 31 March 2018.

6. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purpose (‘Guidance Note) issued by the Institute of Chartered Accountants of India (‘ICAI). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) I, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Service Engagements. opinion

8. In our opinion, and to the best of our information and according to explanations given to us, we clarify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations. 9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Restriction on use

10. The certificate is addressed to and provided to the Members of the Company solely for the purpose to enable the Company to comply with requirement of aforesaid Regulations, and should not be used by any other person or for any the other pupose. 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 certificate is shown or into whose hands it may come without any prior consent in writing.

For B S R & Co. LLp

Chartered Accountants

ICAI Firm registration number: 101248W / W-100022
Place: Gurugram Jiten Chopra
Date: 28 May 2018

Partner

Membership number: 092894