Wendt India Ltd Auditor Reports

To the Members of Wendt (India) Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Wendt (India) Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2025, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information (hereinafter referred to as "the standalone financial statements").

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and total comprehensive income (comprising of profit and other comprehensive loss), changes in equity and its cash flows for the year then ended.

Basis for opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditors responsibilities for the audit of the standalone financial statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

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

Key Audit Matter	How our audit addressed the key audit matter
1. Appropriateness of revenue recognition on sale of goods	1)Our audit procedures relating to revenue recognition included the following:
1)Refer Note 22 (Revenue from contract with customers) of the standalone financial statements.
The Companys revenue principally comprises sale of goods. Revenue from the sale of goods is recognised at a point in time when the control of the goods is transferred to the customers, which is on dispatch or delivery in accordance with the terms of sales contracts, and there are no unfulfilled obligations that could affect the customers acceptance of the products.	a. Understood and performed procedures to assess the design and test the operating effectiveness of managements key internal financial controls in relation to revenue recognition.
We have identified the recognition of revenue as a key audit matter as the Company has various customers with different terms of sales contracts which increase the risk of error in the timing of revenue recognition. Revenue recognition is determined to be an area involving significant risk and hence requiring significant auditor attention. The Company and its external stakeholders focus on revenue as a key performance indicator and therefore there could be a risk of material misstatement in so far as revenue recognition is concerned.	b. Assessed the appropriateness of the revenue recognition accounting policies of the Company, by evaluating compliance with the Ind AS 115 ‘Revenue from Contracts with Customers.
	c. Tested the reconciliation of the amounts as per the sales register to the general ledger; and the reconciliation items on a sample basis.
	d. Selected samples of revenue transactions during the year and inspected underlying documents which inter-alia included invoices, customer contracts or orders and shipping documents or customers acceptance, as applicable, to determine the revenue recognised in accordance with the terms of sales contracts.
	e. Tested selected samples of revenue transactions recorded before and after the financial year end date to determine whether the revenue has been recognised in accordance with the terms of the sales contracts, in the appropriate financial period.
	f. Evaluated the appropriateness and adequacy of disclosures in the standalone financial statements in respect of revenue recognition.
2. Appropriateness of capitalisation of an intangible asset acquired during the year	2)Our audit procedures relating to the accounting for
2)Refer Note 6 to the standalone financial statements. During the year, the Company incurred Rs. 3,508 Lakhs towards the acquisition of a Trademark from Wendt GmbH, an entity having significant influence over the Company, which has been capitalised as an intangible asset in the books of account.	Trademark as an intangible asset included the following:
The capitalisation of the cost of acquisition of the	• Understood the design and evaluated the operating effectiveness of the internal financial controls around capitalisation of intangible assets.
Trademark has been determined to be a key audit matter due to the judgement exercised by the management in assessing whether the recognition criteria under Ind AS 38 "Intangible Assets" had been met and in determining the estimated useful life over which the Trademark is expected to generate future economic benefits including key assumptions such as discount rate and expected growth rate of revenue from operations considered in the future cash flow projections.	• Evaluated the commercial substance of the transaction and managements process of assessing the reasonableness of the transaction price, including obtaining the approvals from the Board of Directors, Audit Committee and Shareholders.
	• Perused the valuation report obtained by the management from an external professional services firm ("managements expert") and evaluated the independence, competence, capabilities and objectivity of the managements expert.
	• Along with the involvement of auditors experts: o Assessed appropriateness of the valuation model used by the managements expert; o Evaluated reasonableness of the projections by assessing the key assumptions such as discount rate, growth rate, etc. used in the preparation of the projections and determining the estimated useful life of the Trademark; and o Tested the projected future cash flows and assessed whether those were consistent with our knowledge and understanding of the Companys business.
	• Checked mathematical accuracy of the computations in the model.
	• Performed a sensitivity analysis in relation to key assumptions.
	• Evaluated the appropriateness and adequacy of disclosures in the standalone financial statements.

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

(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

.i The Company does not have any pending litigations which would impact its financial position.

ii. The Company was not required to recognise a provision as at March 31, 2025 under the applicable law or Indian Accounting Standards, as it does not have any material foreseeable losses on long- term contracts. The Company did not have any derivative contracts as at March 31, 2025.

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

iv. (a) The management has represented that, to the best of its knowledge and belief, as disclosed in the Notes to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons ( ) or entity(ies), including foreign entities (" Intermediaries" ), with the understanding, whether recorded in writing or otherwise, that the Intermediaries 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 (Refer Note 41(vi)(a) to the standalone financial statements);

( b ) The management has represented that, to the best of its knowledge and belief, as disclosed in the Notes to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (" Ultimate Beneficiaries" ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 41(vi)(b) to the standalone financial statements); and

( c ) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The dividend declared and paid by the Company during the year is in compliance with Section 123 of the Act.

vi. Based on our examination, which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software, except that the audit trail is not maintained at the application level for modification, if any, by certain users with specific access and for direct database changes. During the course of our audit, except for the aforesaid instances of audit trail not maintained at application and database level, where the question of our commenting on whether the audit trail feature being tampered with does not arise, we did not notice any instance of audit trail feature being tampered with. Further, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

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

	For Price Waterhouse Chartered Accountants LLP
	Firm Registration Number: 012754N/N500016
	Jagadeesh Sridharan
	Partner
Place: Bengaluru	Membership Number: 217038
Date: April 23, 2025	UDIN: 25217038BMMLXI1516

Annexure A to Independent Auditors Report

Referred to in paragraph 15(g) of the Independent Auditors Report of even date to the

Members of Wendt (India) Limited on the Standalone Financial Statements as of and for

the year ended March 31, 2025

Report on the Internal Financial Controls with reference to Standalone Financial Statements under clause (i) of sub-

section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financial statements of Wendt (India) Limited ("the

Company") as of March 31, 2025 in conjunction with our audit of the standalone financial statements of the Company for

the year ended on that date.

Managements responsibility for Internal Financial Controls

2. The Companys management is responsible for establishing and maintaining internal financial controls based on the

internal control over financial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("the

Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the

design, implementation and maintenance of adequate internal financial controls that were operating effectively for

ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding

of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information, as required under the Act.

Auditors responsibility

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial

statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on

Auditing specified under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both

applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note

require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about

whether adequate internal financial controls with reference to financial statements was established and maintained and if

such controls operated effectively in all material respects.

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

system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls

with reference to financial statements included obtaining an understanding of internal financial controls with reference to

financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and

operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors

judgement, including the assessment of the risks of material misstatement of the standalone financial statements,

whether due to fraud or error.

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

on the Companys internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

6. A companys internal financial controls with reference to financial statements is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of the standalone financial

statements for external purposes in accordance with generally accepted accounting principles. A companys internal

financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Inherent limitations of Internal Financial Controls with reference to financial statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 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 issued by ICAI.

	For Price Waterhouse Chartered Accountants LLP
	Firm Registration Number: 012754N/N500016
	Jagadeesh Sridharan
	Partner
Place: Bengaluru	Membership Number: 217038
Date: April 23, 2025	UDIN: 25217038BMMLXI1516

Annexure B to Independent Auditors Report

Referred to in paragraph 14 of the Independent Auditors Report of even date to the

Members of Wendt (India) Limited on the Standalone Financial Statements as of and

for the year ended March 31, 2025

In terms of the information and explanations sought by us and furnished by the Company, and the books of account and

records examined by us during the course of our audit, and to the best of our knowledge and belief, we report that:

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

of property, plant and equipment.

(B) The Company is maintaining proper records showing full particulars of intangible assets.

(b) The property, plant and equipment of the Company have been physically verified by the management during the

year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of

verification is reasonable.

(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease

agreements are duly executed in favour of the lessee), as disclosed in Note 3A to the standalone financial

statements, are held in the name of the Company.

(d) The Company has chosen cost model for its property, plant and equipment (including right-of-use assets) and

intangible assets. Consequently, the question of our commenting on whether the revaluation is based on the

valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate

of the net carrying value of each class of property, plant and equipment (including right-of-use assets) or intangible

assets does not arise.

(e) No proceedings have been initiated on (or) are pending against the Company for holding benami property under the

Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions

(Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on

whether the Company has appropriately disclosed the details in the standalone financial statements does not arise.

ii. (a) The physical verification of inventory excluding stocks with third parties and goods-in-transit has been conducted at

reasonable intervals by the management during the year and, in our opinion, the coverage and procedure of such

verification by the management is appropriate. In respect of inventory lying with third parties, these have

substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared

to book records were not 10% or more in aggregate for each class of inventory.

(b) During the year, the Company has been sanctioned working capital limits in excess of Rs. 5 crores (Rs. 500 lakhs), in

aggregate, from banks on the basis of security of current assets. The Company has filed quarterly returns or

statements with such banks, which are in agreement with the unaudited books of account. (Also, refer Note 17 to the

standalone financial statements)

iii. (a) The Company has made investments in 6 mutual fund companies and has granted unsecured loans or advances in

nature of loans to 269 employees of the Company during the year. The aggregate amount during the year, and

balance outstanding at the balance sheet date with respect to such loans or advances are as per the table given

below:

Particulars	Amount (Rs. in lakhs)
Aggregate amount granted during the year
	66
- Loans or advances in the nature of loans to employees
Balance outstanding as at balance sheet date in respect of the above case
	48
- Loans or advances in the nature of loans to employees

(Also, refer Note 8 to the standalone financial statements)

Name of the statute	Nature of dues	Amount (Rs. in lakhs)	Period to which the amount relates	Forum where the dispute is pending	Remarks, if any
					–
Income-tax Act,1961	Income tax	4	2000 - 01	High court of Karnataka

(b) In respect of the aforesaid investments and loans or advances in nature of the loans (interest free), the terms and

conditions under which such loans or advances in nature of the loans were granted and investments were made are

not prejudicial to the Companys interest.

(c) In respect of the loans or advances in nature of loans, the schedule of repayment of principal has been stipulated,

and the parties are repaying the principal amounts, as stipulated. These loans or advances in the nature of loans to

employees are interest free and hence, payment of interest is not applicable.

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

(e) There were no loans or advances in nature of loans which have fallen due during the year and were renewed or

extended. Further, no fresh loans were granted to same parties to settle the existing overdue loans or advances in

nature of loan.

(f) There were no loans or advances in nature of loans which were granted during the year, including to promoters or

related parties that were repayable on demand or without specifying any terms or period of repayment.

The Company has not granted secured loans or stood guarantee or provided security to any parties during the year.

Accordingly, to this extent, the reporting under Clause 3(iii), (iii)(a), (iii)(b), (iii)(c), (iii)(d), (iii)(e) and (iii)(f) of the Order

is not applicable to the Company.

iv. In our opinion, the Company has complied with the provisions of Section 186 of the Act, in respect of the investments

made. The Company has not granted any loans or provided any guarantees or security to the parties covered under

Section 185 of the Act. Accordingly, to this extent, the reporting under Clause 3(iv) of the Order is not applicable to the

Company.

v. The Company has not accepted any deposits or amounts which are deemed to be deposits referred in Sections 73, 74,

75 and 76 of the Act and the Rules framed there under.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as

specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same and are of the

opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however,

made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) In our opinion, the Company is regular in depositing the undisputed statutory dues, including goods and services tax,

provident fund, employees state insurance, income tax, duty of customs, duty of excise, value added tax, sales tax,

service tax and other statutory dues, as applicable, with the appropriate authorities.

(b)The particulars of statutory dues referred to in sub-clause (a) of Clause 3(vii) of the Order as at March 31, 2025 which

have not been deposited on account of a dispute, are as follows:

viii. There are no transactions previously unrecorded in the books of account that have been surrendered or disclosed as

income during the year in the tax assessments under the Income-tax Act, 1961.

ix. (a) As the Company did not have any loans or other borrowings from any lender during the year, the reporting under

Clause 3(ix)(a) of the Order is not applicable to the Company. Also, refer Note 30.3.3 to the standalone financial

statements.

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

or financial institution or government or any government authority.

(c) The Company has not obtained any term loans. Accordingly, the reporting under Clause 3(ix)(c) of the Order is not

applicable to the Company.

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall

examination of the standalone financial statements of the Company, the Company has not raised funds on short-term

basis. Accordingly, the reporting under Clause 3(ix)(d) of the Order is not applicable to the Company.

(e) On an overall examination of the standalone financial statements of the Company, we report that the Company has

not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary. Further, we

report that the Company did not have any joint ventures or associate companies during the year, and accordingly, to

this extent the reporting under Clause 3(ix)(e) of the Order is not applicable to the Company.

(f) According to the information and explanations given to us and procedures performed by us, we report that the

Company has not raised loans during the year on the pledge of securities held in its subsidiary. Further, we report that

the Company did not have any joint ventures or associate companies during the year, and accordingly, to this extent

the reporting under Clause 3(ix)(f) of the Order is not applicable to the Company.

x. (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments)

during the year. Accordingly, the reporting under Clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares or fully or partially or optionally

convertible debentures during the year. Accordingly, the reporting under Clause 3(x)(b) of the Order is not applicable

to the Company.

xi. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the

generally accepted auditing practices in India, we have neither come across any instance of material fraud by the

Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the

management.

(b) During the course of our examination of the books and records of the Company, carried out in accordance with the

generally accepted auditing practices in India, a report under Section 143(12) of the Act, in Form ADT-4, as

prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 (as amended) was not required to be filed

with the Central Government. Accordingly, the reporting under Clause 3(xi)(b) of the Order is not applicable to the

Company.

(c) During the course of our examination of the books and records of the Company carried out in accordance with the

generally accepted auditing practices in India, and as represented to us by the management, no whistle-blower

complaints have been received during the year by the Company. Accordingly, the reporting under Clause 3(xi)(c) of

the Order is not applicable to the Company.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under Clause

3(xii) of the Order is not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and

188 of the Act. The details of related party transactions have been disclosed in the standalone financial statements as

required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act.

xiv. (a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

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

xv. In our opinion, the Company has not entered into any non-cash transactions with its directors or persons connected with

him or her. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under Clause 3(xv) of

the Order is not applicable to the Company.

xvi. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Accordingly, the reporting under Clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking financial or housing finance activities during the year. Accordingly, the

reporting under Clause 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of

India. Accordingly, the reporting under Clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) In our opinion, the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) does not

have any CICs, which are part of the Group. Accordingly, the reporting under Clause 3(xvi)(d) of the Order is not

applicable to the Company.

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

xviii.There has been no resignation of the statutory auditors during the year and accordingly, the reporting under Clause

3(xviii) of the Order is not applicable to the Company.

xix. On the basis of the financial ratios (as disclosed in Note 42 to the standalone financial statements), ageing and expected

dates of realisation of financial assets and payment of financial liabilities, other information accompanying the

standalone financial statements, our knowledge of the Board of Directors and management plans and based on our

examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe

that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its

liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet

date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our

reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that

all liabilities falling due within a period of one year from the balance sheet date will get discharged by the Company as and

when they fall due.

xx. (a) In respect of other than ongoing projects, as at balance sheet date, the Company does not have any amount

remaining unspent under Section 135(5) of the Act. Accordingly, the reporting under Clause 3(xx) of the Order is not

applicable to the Company.

(b) The Company has not undertaken any ongoing projects in pursuance of its Corporate Social Responsibility Policy.

Accordingly, the reporting under clause 3(xx)(b) of the Order is not applicable to the Company.

xxi. The reporting under Clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements.

Accordingly, no comment in respect of the said Clause has been included in this report.

	For Price Waterhouse Chartered Accountants LLP
	Firm Registration Number: 012754N/N500016
	Jagadeesh Sridharan
	Partner
Place: Bengaluru	Membership Number: 217038
Date: April 23, 2025	UDIN: 25217038BMMLXI1516