Tolins Tyres Ltd Auditor Reports

To The Members of

TOLINS TYRES LIMITED (formerly known as Tolins Tyres Private Limited),

No. 1/47 M C Road Kalady (P) Ernakulam Kerala

India 683 574

Report on the audit of the consolidated financial statements Opinion

We have audited the accompanying consolidated financial statements of TOLINS TYRES LIMITED ("the Holding Company") and its subsidiary (Holding company and its subsidiary together referred to as "Group"), which comprise the Consolidated Balance Sheet as at March 31^st, 2025, the Consolidated Statement of Profit and Loss Account (including other comprehensive income), the Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the year then ended, and notes to the Consolidated Financial Statements, including a summary of significant accounting policies and other explanatory information (herein and after referred to as "Consolidated Financial Statement").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated 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 Indian Accounting Standards prescribed under section 133 of the act read with the companies (Indian Accounting standards) Rule 2015,as amended, ("Ind AS") and generally accepted accounting principles in India, of the consolidated state of affairs of the Company as at March 31^st, 2025 and its consolidated Profit, consolidated total comprehensive income, consolidated changes in equity and its consolidated cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of consolidated financial statements in accordance with the standards on auditing (SAs) specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditors responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the code of ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the consolidated 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 ICAIs code of ethics.

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matters	Our Response
The company uses several systems for its overall financial reporting and there is a large volume of transactions being recorded at multiple locations daily. In addition, there are increasing challenges to protect the integrity of the companys systems and data since cyber	Due to the automated controls and high degree of dependence in information systems, there is a risk that the financial accounting and reporting records may be misstated in case of any control lapses in the IT system related controls. We have designed our audit procedures in accordance
security has become a more significant risk in recent periods.	with the guidelines laid down in the Standards on Auditing (SA 530) and tested the controls in the Information Technology Systems on a sample basis which has an impact on the financial accounting and reporting records. We have also tested on a sample basis the controls related to access management including user rights in passing entries, approval for authorizing entries, authorization for reversing entries, segregation of duties, system password protection, external software/hardware access rights etc. Based on our sample review, no material weakness was identified in the IT related systems and controls.
Due to the pervasive nature and complexity of the IT environment as well as its importance in relation to accurate and timely financial reporting, we have identified this area as a Key Audit Matter.
Key Audit Matters	Our Response
The company holds a significant amount of inventory, including raw materials, work-inprogress, and finished goods, across various locations and manufacturing plant. The valuation of these inventories is critical as it directly impacts the companys financial results. The complexity arises from the need to correctly allocate costs, determine the net realizable value, and assess the potential obsolescence of inventory.	We have assessed the effectiveness of the companys internal controls over inventory management, including physical counts and the valuation process.
Given the scale of operations and diversity of products, the valuation process requires significant management judgment, particularly in estimating the recoverable amounts of inventory items that may be slow-moving or obsolete.	We have attended physical inventory counts at key locations to observe the procedures and ensure that the inventory quantities recorded were accurate.
	Reconciliation of physical inventory counts to the inventory records was conducted, along with testing a sample of inventory items for valuation accuracy. Reliance was placed on stock audit report made for the purpose of valuation of inventory.
Key Audit Matters	Our Response
Completeness in identification and disclosure of related party transactions in accordance with the applicable reporting framework.	We have accessed the laid down systems and processes of the Company in identifying related party transactions and its ultimate disclosure in financial statements in accordance with the applicable reporting framework. We have designed the audit procedures in accordance with the guidelines prescribed in Standards on Auditing (SA 550) to identify the risks of material misstatement arising from an entitys failure to appropriately account for or disclose material related party transactions. We have also reviewed the minutes of meetings of the board in the course of the audit to identify any transactions that may require disclosure in accordance with the applicable reporting framework.
Key Audit Matters	Our Response
Effective oversight and control over capital expenditure (capex) is essential to ensure the accuracy and completeness of financial reporting related to property, plant and equipment (PPE). The complex nature of capex, often involving multiple locations, stages of execution and stakeholders, increases the risk of misclassification, cut-off errors or omission of assets under construction.	Our audit process consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:
Furthermore, the accounting for PPE requires management to exercise significant judgement and estimation in areas such as capitalization of costs, determination of useful lives, residual value computation and assessment of impairment indicators. These judgements have a material impact on the carrying value of PPE in the balance sheet and the related charges to profit and loss.	We assessed Companys process regarding maintenance of records and accounting of transactions pertaining to property, plant and equipment including capital work in progress with reference to Ind AS 16. We have carried out
Given the financial significance of capex and the extent of management judgement involved, this area was considered a key audit matter in our audit.	substantive audit procedures at financial and assertion level to verify the capitalization of assets as Property, Plant & Equipment
	We have reviewed management judgement pertaining to estimation of useful life, residual value and depreciation of the Property, Plant and Equipment in accordance with Schedule II of the Companies Act, 2013.
	We have relied on physical verification conducted by management and the technical certificate produced to us.
Key Audit Matters	Our Response
The Company has significant trade receivables, including balances denominated in foreign currencies. The realisability of these receivables involves management judgment in assessing credit risk. Foreign currency balances are subject to translation under Ind AS 21, and material portions require external confirmation, particularly from overseas customers. Due to the estimation uncertainty, foreign exchange volatility and the reliance on third-party evidence, we identified this as a key audit matter.	We assessed the design and implementation of internal controls over receivables management and performed substantive procedures on trade receivables, including those denominated in foreign currencies. We tested ageing and reviewed subsequent collections. For balances selected for external confirmation where responses were not received, we applied alternative audit procedures in accordance with SA 505.
	We also reviewed the foreign currency retranslation of receivables under Ind AS 21 and noted certain balances not translated properly. The recalculated adjustments are to be effected fully. Accordingly, we obtained audit evidence to a reasonable extent; however, due to the absence of confirmations and incomplete retranslation, a residual risk of misstatement remains, which has been reported to those charged with governance.
Key Audit Matters	Our Response
The Company recognises revenue from the sales of products when control over goods is	In view of the significance of the matter we applied the following audit procedures in this
transferred to the customer based on specific terms and conditions of sale contracts with respective customers.	area, among others to obtain sufficient appropriate audit evidence:
	We assessed the appropriateness of the policies in respect of revenue recognition by comparing with applicable accounting standards.
We have identified recognition of revenue on sale of products as a key audit matter as revenue is a key performance indicator; and there is a presumed fraud risk of revenue being overstated through manipulation of the timing of transfer of control
	We performed testing of design, implementation and operating effectiveness of the Companys key manual controls around revenue recognition.
	We also performed substantive testing (including year-end cut-off testing) of recognition of revenue in the correct period by selecting statistical samples of revenue transactions recorded during and at the end of the financial year. We reviewed the underlying documents such as sales invoices/ contracts and dispatch/ shipping documents for the selected transactions.
	We assessed manual journals posted in revenue ledger to identify any unusual items

Other matters

The Consolidated Financial Statements include the financial statements / Financial Information of two wholly owned subsidiaries, whose standalone financial statements / financial information reflect total assets of Rs. 3697.53 Mn as at 31^st March, 2025, total revenues of Rs. 2924.48 Mn and net cash flows amounting to Rs. 273.12 Mn for the year ended on that date.

We did not audit the standalone financial statements of the two subsidiaries whose financial statements excluding consolidation eliminations reflect total assets of Rs. 1278.43 Mn as at 31^st March 2025, total revenue of Rs. 1497.69 Mn and net cashflows amounting to Rs.1.74 Mn for the year ended on that date, as considered in the consolidated financial statements. We have not audited the said amounts reflected in the financial statements and our opinion on the consolidated financial statements in so far as it relates to the aforesaid subsidiary is based solely on the audit reports of the other statutory auditors.

These financial statements have been audited by other independent auditors whose reports have been furnished to us by the management of the Holding Company and has been relied upon by us for the purpose of our audit and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us as described in the Auditors Responsibilities for the Audit of the Consolidated Financial Results section of our report.

Our Opinion is not modified in respect of the above matter.

Information other than the consolidated financial statements and auditors report thereon

The Companys board of directors is responsible for the preparation of the other information. The other information comprises the information included in the annual report, Boards Report including Annexures to Boards Report and Business Responsibility Report but does not include the consolidated financial statements and our auditors report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements responsibility for the consolidated financial statements

The Companys board of directors are responsible for the matters stated in section 134 (5) of the companies Act,2013 ("the Act") with respect to the preparation of these consolidated financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the Ind AS and including other accounting principles generally accepted in India. (accounting standards specified under section 133 of the Act, read with the companies (accounting standards) rule,2006, as amended).

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 consolidated financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management of the holding company is responsible for assessing the Groups ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Boards of Directors of the entities included in the Group are also responsible for overseeing the financial reporting process of the Group.

Auditors responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

• Identify and assess the risks of material misstatement of the consolidated 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system 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 consolidated 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 consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated 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.

Report on other legal and regulatory requirements

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

(2) As required by Section 143(3) of the Companies Act, 2013, based on our audit, 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 as appears from our examination of those books;

(c) The balance sheet, the statement of profit and loss, including Other Comprehensive Income, Statement of Changes in Equity and the cash flow statement if any dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, (read with rule 7 of the Companies (Accounts) Rules, 2015);

(e) On the basis of the written representations received from the directors as on 31^st March 2025 taken on record by the board of directors, none of the directors is disqualified as on 31^st March 2025 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our separate report in "Annexure - B".

(g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(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, in our opinion and to the best of our information and according to the explanations given to us: -

a. The Group does not have pending litigations which impact on its consolidated financial position in its consolidated financial statements.

b. The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses to the consolidated financial statements; and

c. There has been no delay in transferring the amounts required to be transferred, to the Investor

Education and Protection Fund by the Company and its subsidiary companies incorporated in India.

d. [Omitted]

e. (a) The Management has represented that, to the best of its knowledge and belief, other than disclosed in notes to accounts, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity ("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, other than disclosed in notes to accounts, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including

foreign entity ("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;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(d), as provided under (a) and (b) above, contain any material misstatement.

f. The company has not declared or paid any dividend during the year in contravention of provision section 123 of the companies act, 2013.

g. Based on our examination which included test checks, performed by us on the Company and

its subsidiaries incorporated in India, except for the instances mentioned below, have used accounting software for maintaining their respective books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of audit, we have not come across any instance of the audit trail feature being tampered with.

The financial statements of one foreign subsidiary that are not material to the Consolidated Financial Statements of the Group, have not been audited under the provisions of the Act as of the date of this report. Therefore, we are unable to comment on the reporting requirement under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 in respect of these two subsidiaries. As proviso to Rule 3(1) of the Companies (Accounts) Rule, 2014 is applicable from April 1, 2023, reporting under Rule 11(g)of the Companies (Audit and Auditors) Rule, 2014 on preservation of audit trial as per statutory requirements for record retention is not applicable for the financial year ended March 31, 2025.

Annexure "A" to the Independent Auditors Report on the consolidated Financial Statements of

Tolins Tyres Limited for the year ended 31 March 2025

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of

our report of even date)

(xxi) In our opinion and according to the information and explanations given to us, the Companies (Auditors Report) Order, 2020 of the Holding Company did not include any unfavorable answers or qualifications or adverse remarks. In respect of the following entity, the CARO report relating to the same has not been issued by its auditor till the date of principal auditors report:

Name of Subsidiary	Country	Remarks
Tolins Tyres LLC (One Person)	UAE	The subsidiary is a foreign entity and is not required to issue CARO report along with the Audit Report.

Annexure "B" to the Independent Auditors Report on the consolidated Financial Statements of

Tolins Tyres Limited for the year ended 31 March 2025

(Referred to in paragraph 2 (f) under Report on other legal and regulatory requirements section of our report of even date)

To the Members of TOLINS TYRES LIMITED (formerly known as Tolins Tyres Private Limited),

Report on the internal financial controls over financial reporting under clause (i) of sub - section 3 of section 143 of the Companies Act, 2013 ("the Act")

Opinion

We have audited the internal financial controls over financial reporting of the ("the Holding Company") as at 31st March 2025, in conjunction with our audit of the consolidated financial statements of the Company for the year ended on that date.

In our opinion and according to the information and explanations given to us, the Holding company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2025, 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 issued by the Institute of Chartered Accountants of India.

Managements responsibility for internal financial controls

The board of directors of the Holding Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding 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. 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, 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 Companies Act, 2013.

Auditors responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Group based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the standards on auditing prescribed under Section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 over financial reporting 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 over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 in the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial control system over financial reporting.

Meaning of internal financial controls over financial reporting

A companys internal financial control over financial reporting 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 over financial reporting includes those policies and procedures that;

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

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

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

Inherent limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management of 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For Krishnan Retna & Associates

Chartered Accountants Firms Registration No. 001536S

Sd/-

Nikhil R Kumar

Partner

Membership No. 231162

Date : 28-May-2025

Place : Ernakulam

UDIN : 25231162BMISCN4299