Tolins Tyres Ltd Auditor Reports

INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED IND AS SUMMARY FINANCIAL INFORMATION

To,

The Board of Directors

Tolins Tyres Limited

(Formerly Known as Tolins Tyres Private Limited)

No. 1/47, MC Road, Kalady

Ernakulam, Aluva, Kerala - 683574

Dear Sirs,

1) We have examined the attached Restated Summary Financial Information (as defined hereinafter) of Tolins Tyres Limited (formerly known as Tolins Tyres Private Limited) ("the Company" or "the Issuer"), and its wholly owned subsidiaries (the Company and the subsidiaries together referred to as the "Group") comprising the Restated Consolidated Summary Statement of Assets and Liabilities as at March 31, 2024, and Restated Standalone Ind AS Summary Statement of Assets and Liabilities for the Financial Year ended on March 31, 2023 and March 31, 2022 (attached as Annexure 1); the Restated Consolidated Summary Statements of Profit and Loss (including Other Comprehensive Income) for the Financial year ended March 31, 2024, and Restated Ind AS Standalone Summary Statement of Profit and Loss (including Other Comprehensive Income) for the Financial Year ended March 31, 2023 and March 31, 2022 (attached as Annexure 2); the Restated Consolidated Summary Statement of Changes in Equity for the Financial Year ended March 31, 2024 and Restated Ind AS Standalone Summary Statement of Changes in Equity for the period March 31, 2023 and March 31,2022 (attached as Annexure 3); the Restated Summary Cash Flow Statement for the year ended March 31, 2024 and Restated Ind AS Standalone Summary Cash Flow Statement for the Financial Year ended March 31, 2023 and March 31, 2022, the Summary Statement of Material Accounting Policy Information, and other explanatory information (collectively, the "Restated Financial Information) (attached as Annexure 4); as approved by the Board of Directors of the Company at their meeting held on July 24, 2024, for the purpose of inclusion in the Red Herring Prospectus and Prospectus (collectively "Offer Documents") prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("IPO") prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the "Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

2) The Company is exempted from making Consolidated Financial Statements for the Financial Year 2022-23 and Financial Year 2021-22. Since, it did not have any subsidiary, associates, joint ventures, joint operation as at March 31, 2023 and March 31, 2022, as relevant under Ind AS 103.

3) The Companys Board of Directors are responsible for the preparation of Restated Financial Information for the purpose of inclusion in the Offer Documents to be filed with the Securities and Exchange Board of India ("SEBI"), National Stock Exchange of India Limited (NSE) and BSE Limited (BSE, together referred as "Stock Exchanges") and the Registrar of Companies, Ernakulam, Kerala ("ROC") in connection with the proposed IPO. The Restated Consolidated Summary Financial Statements have been prepared by the management of the Company on the basis of preparation as stated in Note 2.1 to the Restated Financial Statements.

4) The preparation of the Restated Financial Information is the responsibility of the respective Board of Directors of the companies included in the Group includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The respective Board of Directors are also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note.

5) We have examined the Restated Financial Information taking into consideration:

a) the terms of reference for our engagement agreed upon with the Company vide our engagement letter dated November 25, 2023 in connection with the proposed IPO of equity shares of the Company;

b) The Guidance Note read with SEBI communications, as applicable. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Summary Financial Statements; and

d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist the Board of Directors in meeting their responsibilities in relation to the compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the proposed IPO.

6) These Restated Ind AS Summary Financial Information have been compiled by the management from:

a) Audited Special Purpose Consolidated Financial Statements of the Group as at March 31, 2024, prepared in accordance with Section 133 of the Act read with Companies (Indian Accounting Standards) Rule, 2015, (as amended from time to time) and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on July 24, 2024.

b) Audited Special Purpose Ind AS Standalone Financial Statements of the Group as at March 31, 2024, prepared in accordance with Section 133 of the Act read with Companies (Indian Accounting Standards) Rule, 2015, (as amended from time to time) and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on July 24, 2024.

c) Audited Special Purpose Standalone Ind AS Summary financial Statements of the Company reported by us as at and for the financial year ended March 31, 2023 and March 31, 2022 prepared in accordance with Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, (as amended from time to time), and other accounting principles generally accepted in India and for compliance with requirements of ICDR regulations, which have been approved by the Board of Directors at their meeting held on July 24, 2024.

d) Audited Financial Statements of the Company for the Fiscal 2023 and 2022, which were prepared in accordance with accounting principles generally accepted in India ("IGAAP") including the Companies Accounting Standards) Rules 2006 (as amended) specified under Section 133 of the Act read with Companies Accounts Rules 2014 (as amended), which have been audited and reported by erstwhile Statutory auditor PT Joseph and Co, Chartered Accountants

e) Up to the financial year ended March 31, 2023 the Company prepared its financial statements in accordance with accounting standards notified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of Companies (Accounts) Rule, 2014 ("Indian GAAP" or "Previous GAAP") due to which the Special Purpose Ind AS financial statements were prepared under Ind AS 101 for the relevant periods involved. The Special Purpose Standalone Ind AS Summary Financial Statements as at and for the year ended March 31, 2023 and March 31, 2022 have been prepared after making suitable adjustment to the accounting heads from their IGAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) and as per presentation, accounting policies and grouping/classifications, so that such financial statements are in compliance with Companies (Indian Accounting Standards) Rules 2015.

7) We have audited the Financial Statements of Company for the year ended March 31,2023 prepared by the Company for the limited purpose of complying with the requirement of getting its financial statements audited by an audit firm holding a valid peer review certificate issued by the "Peer Review Board of the ICAI as required by ICDR regulation in relation to proposed IPO. We have issued our audit report dated January 31, 2024 on these financial statements to the Board of Director who have approved these in their meeting held on January 31, 2024.

8) For the purpose of our examination, we have relied on:

a) Auditors report issued by us dated July 24, 2024 on the Special Purpose Consolidated Summary Financial Statements as at March 31, 2024 as referred in paragraph 6 above;

b) Auditors report issued by us dated July 24, 2024 on the Special Purpose Standalone Summary Financial Statements as at March 31, 2024 as referred in paragraph 6 above;

c) Auditors report issued by us dated July 24, 2024 on the Special Purpose Standalone Summary Financial Statements as at March 31, 2023 and March 31, 2022 as referred in paragraph 6 above;

d) Auditors reports issued by P T Joseph & Co, on the standalone financial statements for the Fiscal 2023 and 2022 prepared in accordance with Indian GAAP including the Companies (Accounting Standards) Rules 2006 (as amended) specified under Section 133 of the Act read with Companies (Accounts) Rules 2014 (as amended), as referred in paragraph 6 above ;

e) Auditors report issued by A G S V & Co, dated July 17, 2024 on the Special Purpose Standalone Financial statements of the subsidiary of the Company (Tolin Rubbers Private Limited) for year ended 31^st March, 2024;

f) Auditors report issued by P P B N & Co, dated July 13, 2024 on the Special Purpose Standalone Financial statements of the subsidiary of the Company (Tolin Tyres LLC [one Person]) for year ended March 31, 2024;

9) As indicated in our audit reports referred above in paragraph 8:

We did not audit the financial statements of subsidiaries for the Financial year ended March 31, 2024, whose share of total assets, total revenues, net cash inflows/(outflows) included in the consolidated financial statements, for the relevant years is tabulated below, which have been audited by other auditors and whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors:

		(Rs. in millions)
Particular	Tolin Rubbers Private Limited	Tolins Tyres LLC
Total Assets	490.76	195.65
Total Income	901.87	381.17
Net Cash Inflows/(Outflow)	(0.03)	(2.79)

The subsidiaries of the Company, which have been audited by other auditors as mentioned below, and whose reports have been furnished to us by the Companys management, and our opinion on the Restated Consolidated Summary Financial Information, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of these auditors:

Name of the Subsidiary	Name of the Auditor	Period of their Audit	Country of incorporation of the Subsidiary
Tolins Tyres LLC (One Person)	P P B N & Co.	April 01, 2023 to March 31, 2024	United Arab Emirates
Tolin Rubbers Private Limited	A G S V & Associates	April 01, 2023 to March 31, 2024	India

Our opinion on the Restated Financial Statements for the years as referred in paragraph 8, are not modified in respect of these matter.

The other auditors of the subsidiaries, as mentioned above, have examined the restated standalone financial statements of respective entities included in the Restated Financial Information for the respective period and have confirmed that the Restated Standalone Information of respective entities:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications as applicable and appropriate,

b) does not contain any qualification requiring adjustments:

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

10) Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination reports submitted by other auditors for the respective years, we report that the Restated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material error and regrouping/reclassifications retrospectively in the financial statements for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per accounting policies and grouping /classifications followed as at and for the financial year ended March 31, 2024;

b) there are no qualifications in the auditors reports on the Audited Special purpose standalone financial statements of the Company as at and for the Financial year ended March 31, 2024, March

31, 2023 and March 31, 2022 ,which require any adjustments to the Restated Ind AS Summary Financial Information;

c) does not require any adjustment for modification as there are no modification in the underlying Audit reports:

d) have been prepared in accordance with the Act, ICDR Regulations, the Guidance Note and the SEBI Letter.

e) The emphasis of matter paragraphs included in the auditors report on the financial statements which does not require any corrective adjustments to the Restated Consolidated Summary Statements, are as follows:

Audited Special Purpose Consolidated Summary Financial Statements of the Group for year ended 31^st March 2024:

The Special Purpose Consolidated Summary Financial Statements have been prepared by the Company for the purpose of preparation of the Restated Financial Information, which will be included in the Red Herring Prospectus and the Prospectus in connection with the proposed issue of equity shares of the Company by way of a fresh issue and offer for sale of equity shares by the existing shareholders by way of initial public offer. Accordingly, Special purpose Consolidated Summary Financial Statements may not be suitable for any other purpose and this report should not be used, referred to or distributed for any other purpose.

Audited Special Purpose Standalone Summary Financial Statements of the Company ^ for year ended 31^st March 2024:

The Special Purpose Standalone Summary Financial Statements have been prepared by the Company for the purpose of preparation of the Restated Financial Information, which will be included in the Red Herring Prospectus and the Prospectus in connection with the proposed issue of equity shares of the Company by way of a fresh issue and offer for sale of equity shares by the existing shareholders by way of initial public offer. Accordingly, Special Purpose Standalone Summary Financial Statements may not be suitable for any other purpose and this report should not be used, referred to or distributed for any other purpose.

Audited Special Purpose Standalone Ind AS Summary Financial Statements of the Group ^ for year ended 31^st March 2023 and 31^st March 2022:

The Special Purpose Standalone Ind AS Summary Financial Statements have been prepared by the Company for the purpose of preparation of the Restated Financial Information, which will be included in the Red Herring Prospectus and the Prospectus in connection with the proposed issue of equity shares of the Company by way of a fresh issue and offer for sale of equity shares by the existing shareholders by way of initial public offer. Accordingly, Special purpose Standalone Ind AS Summary Financial Statements may not be suitable for any other purpose and this report should not be used, referred to or distributed for any other purpose.

11) The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of audit reports

12) This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us or by the previous auditors or other auditor, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

13) We have no responsibility to update our report for events and circumstances occurring after the date of this report.

14) Our report is intended solely for the use of the Board of Directors for the purpose for inclusion in the Offer Documents to be filed with Securities Exchange Board of India, National Stock Exchange of India Limited and BSE Limited in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For Krishnan Retna & Associates

Chartered Accountants

Firms Registration No. 01536S

Sd/-

Nikhil R Kumar

Partner

Membership No. 231162

Date: 24-07-2024

Place: Kerala

UDIN: 24231162BKESUZ9983.