Tolins Tyres Ltd Auditor Reports

To

The Members of

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

Report on the audit of the standalone financial statements Opinion

We have audited the accompanying standalone financial statements of TOLINS TYRES LIMITED(formerly known as Tolins Tyres Private Limited) ("the Company"), which comprise the balance sheet as at 31^st March 2025, the Statement of Profit and Loss Account (including other comprehensive income), the statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (herein and after referred to as "Standalone Financial Statement").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 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 state of affairs of the Company as at 31^st March 2025 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of standalone 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 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 (ICAI) 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 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 standalone 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 standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, 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 security has become a more significant risk in recent periods.	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 with the guidelines laid down in the Standard 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 Standard 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 approach 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 substantive audit procedures at financial and assertion level to verify the capitalization of assets as Property, Plant & Equipment
Given the financial significance of capex and the extent of management judgement involved, this area was considered a key audit matter in our audit.	We have reviewed management judgement pertaining to estimation of useful life 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 transferred to the customer based on specific terms and conditions of sale contracts with respective customers.	In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
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 assessed the appropriateness of the policies in respect of revenue recognition by comparing with applicable accounting standards.
	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

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

In preparing the Standalone 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 unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process. Auditors responsibilities for the audit of the standalone financial statements

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.

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 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 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 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 transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

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 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.

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 sub-section (11) of section 143 of the Companies Act, 2013, we give in the " Annexure - 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 standalone 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, 2014);

(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". Our

report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting;

(g) With respect to the other matters to be included in the Auditors Report in accordance with the requirement of Section 197 (16) of the Act, as amended. In our opinion and to the best of our information and according to the explanation 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 Company does not have pending litigations which impact on its standalone financial position in its Standalone Financial Statements.

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

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

d. (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.

e. The company has not declared or paid any dividend during the year in contravention of provision section 123 of the Companies Act, 2013.

f. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has 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 our audit we did not come across any instance of the audit trail feature being tampered with and

the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For Krishnan Retna & Associates

Chartered Accountants

Firm Registration No. 001536S

Sd/-

Nikhil R Kumar Partner

Membership No. 231162

Date : 03-Sept-2025

Place : Ernakulam

UDIN : 25231162BMISCM1409

Annexure "A" to the Independent Auditors Report

(Referred to in paragraph 1 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),

i. In respect of the Companys Property, Plant and Equipment and Intangible Assets:

(a) (i) The Company has maintained proper records showing particulars, including quantitative details

and situation of Property, Plant and Equipment and relevant details of right-of-use assets.

(ii) The Company has maintained proper records showing full particulars of intangible assets.

(b) 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 a regular program of physical verification of Property, Plant and Equipment and right-of-use assets. In our opinion based on explanation provided to us, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. We have been informed that there have been no material discrepancies during 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 all the immovable properties (other than immovable properties where the Company is the lessee, and the lease agreements are duly executed in favor of the lessee) disclosed in the financial statements are held in the name of the company.

(d) 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 revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year.

(e) According to the information and explanations given to us and on the basis of our examination of

the records of the Company, no proceedings have been initiated during the year or are pending against the Company as at 31st March 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

ii. (a) Physical verification of inventory has been conducted at reasonable intervals by the management

and in our opinion, the frequency of such verification is reasonable, and the coverage and procedure of such verification by the management is appropriate. No discrepancies were noticed between the physical stocks and the book records that were 10% or more in the aggregate for each class of inventory.

(b) 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 been sanctioned working capital limits in excess of ? 5 crore, in aggregate, from banks on the basis of security of current assets. In our opinion based on the representation given to us, the quarterly returns or statements filed by the Company with such banks are in agreement with the books of accounts of the Company.

iii. The company has made investments to its wholly owned subsidiaries during the year, in respect of which:

(a) During the year the company has not provided loans or advances in the nature of loans, or stood guarantee, or provided security to subsidiaries, joint ventures and associates; however, during the year, the Company has made investments to its wholly owned subsidiaries as under

Name of Company	Party	Aggregate amount granted / provided during the year	Balance o/s as the balance sheet date	Nature (Investment, Guarantee, security, loan, advance in nature of loan)
Tolins Tyres LLC (One Person)	Subsidiary *	0.00	296.53 Mn	Equity Investment
Tolin Rubbers Private Limited	Subsidiary *	0.00	339.77 Mn	Equity Investment

* Wholly owned subsidiary (WOS)

(b) In our opinion, the investments made and the terms and conditions of the grant of investments, during the year are, prima facie, not prejudicial to the Companys interest.

(c) The company has not provided any loans or advance in the nature of loans or stood guarantee or provided security to any other entity during the year and hence reporting under the clause (iii) (c),

(d), (e) and (f) are not applicable

iv. According to information and explanation given to us and on the basis of our examination of the records, the company has not granted any loans or provided any guarantees or given any security or made any investments to which the provision of section 185 and 186 of the Companies Act, 2013. Accordingly, paragraph 3 (iv) of the order is not applicable.

v. In our opinion and according to the information and explanations given to us, The Company has not accepted any deposit or amounts which are deemed to be deposits from the public as per the provisions of section 73 to 76 or any other relevant provisions of the Companies Act and the rules made thereunder. Hence, reporting under clause 3 (v) of the Order is not applicable.

vi. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013, and the Cost Audit Reports of FY 2022-23 as available, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. The Cost Audit Reports of the previous financial year has not been made available to us. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

vii. In respect of statutory dues:

(a) 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 generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and

other material statutory dues in arrears as at 31^st March 2025 for a period of more than six months from the date they became payable except for the following.

Name of statute	Nature of dues	Period to which dues relate	Amount (INR in millions)	Payment details
CGST/SGST Act	Transporting of goods	2021-22	0.33	Under Appeal

(c) According to the information and explanations given to us, there are no dues of duty of customs, Goods and Service Tax and Income Tax which have not been deposited with the appropriate authorities on account of any dispute.

viii. According to information and explanation given to us and on the basis of our examination of the records, the company has not disclosed or surrendered any transactions, previously unrecorded as income in the books of accounts, in the income tax assessments under the Income Tax Act,1961 as income during the year. Accordingly, paragraph 3 (viii) of the order is not applicable.

ix. (a) In our opinion, 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) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) The Company has not taken term loan during the year and there are no unutilised term loans at the beginning of the year and hence, reporting under clause 3(ix)(c) of the Order is not applicable.

(d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) The Company has not raised any loans during the year on the pledge of securities held in its subsidiary, associates or joint ventures.

x. (a) In our opinion and according to the information and explanations given to us, the company has utilized the money raised by way of initial public offer for the purposes for which they were raised, except for the following cases:

Nature of the fund raised	Purpose for which the fund were raised	Total amount raised (INR Million)	Amount utilized for other purpose	Unutilized balance as at balance sheet date (INR Million)	Details of default	Subsequen tly rectified (Yes/No) and details
Initial Public Offer	Repayment and / or prepayment, in full, of certain outstanding loans (including foreclosure charges, if any) availed by the Company.	699.69	0.00	(8.69)	NA	NA
Initial Public Offer	Augmentation of longterm working capital requirements of the Company	750.00	0.00	438.33	NA	NA
Initial Public Offer	Repayment and / or prepayment, in full, of certain outstanding loans of the wholly owned subsidiary, Tolin Rubbers Private Limited	151.54	0.00	3.14	NA	NA
Initial Public Offer	Augmentation of longterm working capital requirements of the wholly owned subsidiary, Tolin Rubbers Private Limited	80.00	0.00	(2.55)	NA	NA
Initial Public Offer	General Corporate Purposes	156.76	0.00	75.01	NA	NA
Initial Public Offer	Offer related expenses in relation to the Fresh Issue	162.01	0.00	15.41	NA	NA
	TOTAL	2,000.00		520.64

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

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

(b) To the best of our knowledge, no report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

(c) Based on our enquiries and according to the information and explanations given to us by the management, we have been informed that no whistle blower complaint has been received during the year and hence, reporting under clause 3(xi)(c) of the Order is not applicable.

xii. In our opinion and according to the information and explanations given to us, the Company is not a

Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

xiii. In our opinion and the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xiv. (a) In our opinion the Company has an adequate internal audit system commensurate with the size

and the nature of its business.

(b) We have considered the Internal Audit Reports for the period under audit, issued to the Company during the year till date, in determining the nature, timing and extent of our audit procedures.

xv. In our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company. Accordingly, paragraph 3(xv) of the order is not applicable.

xvi. (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve

Bank of India Act, 1934. Hence, reporting under clause 3(xvi) (a), (b) and (c) of the Order is not applicable.

(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

xvii. According to the information and explanations given to us, the Company has not incurred cash losses

during the financial year and in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year and accordingly clause 3(xviii)

of the Order is not applicable.

xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and 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 indicating that 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.

xx. (a) In respect of "other than ongoing projects", there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII to the Companies Act 2013, in compliance with the second proviso to sub-section (5) of section 135 of the said Act. This matter has been disclosed in Note 38 to the Financial Statements.

(b) There are no unspent balances in respect of ongoing projects, that are required to be transferred to a Special Account in compliance with the provision of subsection (6) of section 135 of the said Act due to not applicability. This matter has been disclosed in Note 38 to the Financial Statements.

(xxi). The reporting under paragraph 3 (xxi) of the order is not applicable in respect of Audit of Standalone Financial Statement. Accordingly, no comment in respect of paragraph 3 (xxi) has been included in the report.

For Krishnan Retna & Associates Chartered Accountants Firms Registration No. 001536S

Sd/-

Nikhil R Kumar Partner

Membership No. 231162

Date : 03-Sept-2025

Place : Ernakulam

UDIN : 25231162BMISCM1409

Annexure "B" to the Independent Auditors Report

(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 Company") as at 31st March 2025, in conjunction with our audit of the standalone 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 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 Company 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 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 Company 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 : 03-Sept-2025

Place : Ernakulam

UDIN : 25231162BMISCM1409