Auditor Report of BMW Industries Ltd.

Mar 31, 2025

We have audited the accompanying Standalone
Financial Statements of BMW Industries Limited(“the
Company”), which comprise the Balance Sheet as at
March 31, 2025, and the Statement of Profit and Loss
(including Other Comprehensive Income), Statement of
Changes in Equity and Statement of Cash Flows for the
year then ended, and Notes to the Standalone Financial
Statements, including a summary of material accounting
policies and Other Explanatory Notes for the year ended
on that date (hereinafter referred to as "Standalone
Financial Statements”).

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 Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended, (“Ind AS”) and other accounting principles
generally accepted in India, of the state of affairs of
the Company as at March 31, 2025, its profits, total
comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis For Opinion

We conducted our audit 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'' Responsibility 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 Companies Act, 2013 and the Rules made
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
obtained by us is sufficient and appropriate to provide a
basis for our audit opinion.

Key Audit Matters

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 year. 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. We have determined the matters
described below to be the key audit matters for
incorporation in our report.

Key audit Matters	Addressing the Key Audit Matters
Trade Receivables	Our audit procedures based on which we arrived at
Gross Trade Receivables of the Company is Rs.	the conclusion regarding the carrying amount of Trade
9,598.00 Lakhs as on March 31, 2025. This includes	Receivables include the following:
significant amounts, which have fallen due for payment	• We obtained an understanding from the Management,
including the amounts outstanding for a considerable	assessed and tested the design and operating
period of time. (Note No. 9 of the Standalone Financial	effectiveness of the Company''s key controls over
Statements). The Company is exposed to potential risk	the recoveries against the outstanding amounts
of financial loss when the customers fail to meet their	and resultant impairment assessment of material
contractual obligations.	Trade Receivables;
The recoverable amount was estimated by	• We reviewed Management''s assessment and
management based on assessment of recoverability	evaluation of the credit worthiness of the major trade
on case to case basis and this requires significant	receivables and historical trends and current dealing
audit attention. The Company evaluates whether there	with the customers;
is any objective evidence that trade receivables are
impaired and determines the amount of impairment
allowance as a result of the inability of the customers
to make required payments.

Key audit Matters	Addressing the Key Audit Matters
This has been based on the ageing of the trade	• Assessed the recoverability of the unsettled
receivables, credit worthiness of the of the parties and	receivables on a sample basis through our evaluation
historical write-off experience.	of management''s assessment keeping in view the credit profile, historical payments, publicly available information and latest correspondence with customers and to consider if any provision should be made; • Tested settlement of trade receivables subsequent to the Balance Sheet date on a sample basis; • Reliance has also been placed on the management''s representation and confirmation for amount recoverable against the outstanding balances. Based on the above procedures performed, the carrying amount of Trade Receivables have been considered to be adequate.
Verification of Inventories and Valuation thereof	Our audit procedures based on which we arrived at the
As at March 31, 2025, the Company has Rs. 5,646.79	conclusion regarding reasonableness of determination
Lakhs of Inventories (Note No. 7 of the Standalone	of year-end inventory and valuation thereof include the
Financial Statements). Given the size of the Inventory	following:
relative to the total assets of the Company and the	• Ensuring the effectiveness of the design,
estimates and judgements described below, the	implementation and maintenance of controls over
determination and valuation of Inventory required	changes in inventory to determine whether the conduct
significant audit attention.	of physical inventory verification at a date other than
Given the nature of Industry and volume of inventory	the date of the financial statement is appropriate
and physical verification being undertaken by the	and testing of those controls whether those have
management in phases and all the locations not being	operated effectively;
covered at a time, determination thereof in absence of	• Verification of Inventories at the year end have been
specific identification, batches etc has largely been done	undertaken by the management;
on theoretical basis considering cross-sectional weight	• We have obtained and reviewed necessary evidences,
including for the locations not covered for verifications.	working papers and documents for the physical
Moreover, certain materials are lying in heaps and /	verification carried out as above. This includes
or are suspectable to obsolescence and deterioration	verification report from independent professionals
in quality. All these require specific procedures based	and third party verification. Inventories at one of the
on technical experience for arriving at the ground	location in Kolkata was even attended by us;
stock of usable / saleable inventory. The result of these	• In cases where inventories have been scrapped and
procedures may not always be accurate and involves	are carried at estimated realizable price, reliance
significant management judgement and estimation.	has been placed on management''s estimate provided
Management reviews the Ageing reports together	in this respect to us. The adequacy of the disclosure
with historical trends to estimate the likely future	made in this respect and adjustments given effect to in
saleability of slow moving and older inventory items	respect of this in the Financial statements have been
and performed a line-by-line analysis to ensure that it	reviewed by us so that to reflect the inventories as
is stated at the lower of cost or net realizable value.	required in terms of the policy followed in this respect;
As disclosed in Note 1(C) (i), Inventories are held at	• We have examined the valuation process/methodology
lower of cost or Net Realizable Value determined using	and checks being performed at multiple levels to
the First in First Out/ Weighted Average cost method.	ensure that the valuation is consistent with and as per
At year end, valuation of Inventories have been	the policy followed in this respect.
reviewed by the management and the cost of Inventory is reduced in cases where the Net Realizable value is lower.	Based on the above procedures performed, the determination of year-end inventory and valuation thereof have been considered to be adequate and reasonable.

Information Other than the Standalone
Financial Statements and Auditor’s Report
Thereon

The Company''s Board of Directors is responsible for
the other information. The other information comprises
the information included in the Annual Report but
does not include the Standalone Financial Statements,
Consolidated Financial Statements and our auditor''s
report thereon.

Our opinion on the Standalone Financial Statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.

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

If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.

We have nothing to report with respect to the above.

Responsibilities of Management and Those
Charged with Governance for the Standalone
Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect
to the preparation of these Standalone Financial
Statements that give a true and fair view of the state
of affairs (financial position), Profit or Loss (financial
performance including other comprehensive income),
Changes in Equity and Cash Flows of the Company in
accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards specified under section 133 of the Act.

This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding 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 Statements
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

Company''s 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.

Those Board of Directors are also responsible for
overseeing the Company''s financial reporting process.

Auditors’ Responsibility 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 Standard on
Auditing (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 financial
control relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act,
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
the management.

• Conclude on the appropriateness of management''s
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
Company''s ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s
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 auditor''s 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.

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 auditor''s 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

I. As required by the Companies (Auditor''s 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”, a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

II. Further to our comments in the annexure referred
to in the paragraph above, as required by Section
143(3) of the Act, we report that:

a) We have sought and obtained all the
information and explanations which to the best
of our knowledge and belief were necessary
for the purposes of our audit;

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books except for the matters stated in
paragraph III(f) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014, as amended from time to time;

c) The Balance Sheet, the Statement of Profit
and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity
and the Statement of Cash Flow dealt with by
this Report are in agreement with the relevant
books of account;

d) In our opinion, the aforesaid Standalone
financial statements comply with the Indian
Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the
Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time;

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

f) With respect to the maintenance of accounts
and other matters connected therewith,
reference is invited to paragraph II(b)
above on reporting under section 143(3)(b)
of the Act; and

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 B”. Our
report expresses an unmodified opinion on the
adequacy and operating effectiveness of the
Company''s internal control with reference to
the standalone financial statements;

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

a) The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements -Refer Note
no. 40 of the standalone financial statements;

b) The Company did not have any material
foreseeable losses against long-term
contracts, including derivative contracts and
thereby requirement for making provision in
this respect is not applicable to the company;

c) There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company;

d) i) The Management has represented that,

to the best of its knowledge and belief as
disclosed in Note No.50 to the standalone
financial statements, 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(s) or entity(ies), including
foreign entities ("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;

ii) The Management has represented, that,
to the best of its knowledge and belief as
disclosed in Note No.50 to the financial
statements, no funds (which are material
either individually or in the aggregate)
have been received by the Company from
any person(s) or entity(ies), 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; and

iii) 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(e),
as provided under (i) and (ii) above,
contain any material misstatement. The
comments made under this para relate
to the year under audit and therefore in
respect of the earlier years'' transactions

dealing with investments, loans, etc. it is
neither required nor possible to ascertain
and/or comment under this para; and

e) The dividend declared and paid during the year
by the Company is in compliance with section
123 of the Act.

f) Based on our examination which included test
checks, except for the instances mentioned
below, the Company has used accounting
software for maintaining its books of account,
which have a feature of recording audit trail
(edit log) facility that operated throughout the
year for all relevant transactions recorded in
the respective software as :

Audit trail feature at application level are
enabled and stored partially in SAP ERP
software (only standard tables).

The feature of recording audit trail (edit
log) facility is not enabled at database
level to log any direct data changes.

Audit trail (edit log) facility wherever
enabled were operated throughout the
year for the accounting software and we
did not come across any instance of the
audit trail feature being tampered with
during the course of our audit.

As per proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable from
April 1, 2023 and reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules,
2014 on preservation of audit trail as per the
statutory requirements for record retention,
audit trail, wherever enabled on data changes
are maintained since the implementation
of the software.

IV. With respect to the reporting under Section 197
(16) of the Act to be included in the Auditors'' Report,
in our opinion and according to the information
and explanations given to us, the Remuneration
(including Sitting fees) paid by the Company to its
Directors during the current year is in accordance
with the provisions of Section 197 of the Act and is
not in excess of the limit laid down therein.

For Lodha & Co LLP

Chartered Accountants
Firm''s ICAI Registration No.: 301051E/E300284

Sd/-

Vikram Matta

Partner

Place: Kolkata Membership No: 054087

Date: 16.05.2025 UDIN: 25054087BMNWEF9419

---

Mar 31, 2024

To the Members of BMW INDUSTRIES LIMITED

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of BMW Industries Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and Notes to the Standalone Financial Statements, including a summary of significant accounting policies and Other Explanatory Notes for the year ended on that date (hereinafter referred to as "Standalone Financial Statements”).

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 Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profits, total comprehensive Income, changes in equity and its cash flows for the year ended on that date.

Basis For Opinion

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'' Responsibility 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 made 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

Key Audit Matters

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. We have determined the matters described below to be the key audit matters for incorporation in our report.

Key audit Matters	Addressing the Key Audit Matters
Trade Receivables	Our audit procedures based on which we arrived at
Gross Trade Receivable of the Company is Rs. 10,838.57 Lakhs as on March 31, 2024. This includes significant	the conclusion regarding the carrying amount of Trade Receivables include the following:
amounts, which have fallen due for payment including	• We obtained an understanding from the Management,
the amounts outstanding for a considerable period of	assessed and tested the design and operating
time. (Note No. 9 of the Standalone Financial Statements).	effectiveness of the Company''s key controls over
The Company is exposed to potential risk of financial	the recoveries against the outstanding amounts
loss when the customers fail to meet their contractual	and resultant impairment assessment of material
obligations.	Trade Receivables; • We reviewed Management''s assessment and evaluation of the credit worthiness of the major trade receivables and historical trends and current dealing with the customers; • Assessed the recoverability of the unsettled receivables on a sample basis through our evaluation of management''s assessment keeping in view the credit profile, historical payments, publicly available information and latest correspondence with customers and to consider if any provision should be made;

Key audit Matters	Addressing the Key Audit Matters
The recoverable amount was estimated by management	•	Tested settlement of trade receivables subsequent to
based on assessment of recoverability on case to case basis and this requires significant audit attention. The Company evaluates whether there is any objective evidence that trade receivables are impaired and determines the amount of impairment allowance as a result of the inability of the customers to make required payments. This has been based on the ageing of the trade receivables, credit worthiness of the of the parties and historical write-off experience.	•	the Balance Sheet date on a sample basis; Reliance has also been placed on the management''s representation and confirmation for amount recoverable against the outstanding balances.
Verification of Inventories and Valuation thereof As at March 31, 2024, the Company has Rs. 6,819.27 Lakhs	Our audit procedures based on which we arrived at the conclusion regarding reasonableness of determination
	of	year-end inventory and valuation thereof include following:
of Inventories (Note No. 8 of the Standalone Financial Statements). Given the size of the Inventory relative to	the
the total assets of the Company and the estimates and judgements described below, the determination and valuation of Inventory required significant audit attention. Given the nature of Industry and volume of inventory and physical verification being undertaken by the	•	Ensuring the effectiveness of the design, implementation and maintenance of controls over changes in inventory to determine whether the conduct of physical inventory verification at a date other than the date of the financial statement is
management in phases and all the locations not being covered at a time , determination thereof in absence of		appropriate and testing of those controls whether those have operated effectively;
specific identification, batches etc. has largely been done	•	Verification of Inventories at the year end have been
on theoretical basis considering cross-sectional weight		undertaken by the management;
including for the locations not covered for verifications. Moreover, certain materials are lying in heaps and /	•	We have obtained and reviewed necessary evidences,
or are suspectable to obsolescence and deterioration		working papers and documents for the physical
in quality. All these require specific procedures based		verification carried out as above. This includes
on technical experience for arriving at the ground		verification report from independent professionals
stock of usable / saleable inventory. The result of these		and third party verification. Inventories at one of the
procedures may not always be accurate and involves		location in Kolkata was even attended by us;
significant management judgement and estimation.	•	In cases where inventories have been scrapped and
Management reviews the Ageing reports together with		are carried at estimated realizable price, reliance
historical trends to estimate the likely future saleability of		has been placed on management''s estimate provided
slow moving and older inventory items and performed a line-by-line analysis to ensure that it is stated at the lower		in this respect to us.
of cost or net realizable value.	•	We have examined the valuation process/ methodology and checks being performed at multiple
As disclosed in Note 1(C) (i), Inventories are held at		levels to ensure that the valuation is consistent with
lower of cost or Net Realizable Value determined using the First in First Out/ Weighted Average cost method. At year end, valuation of Inventories have been reviewed by the management and the cost of Inventory is reduced in cases where the Net Realizable value is lower.		and as per the policy followed in this respect.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the state of affairs (financial position), Profit or Loss (financial performance including other comprehensive income), Changes in Equity and Cash Flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Statements 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 Company''s 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.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors’ Responsibility 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 Standard on Auditing (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 financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, 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 the management.

• Conclude on the appropriateness of management''s 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 Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s 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 auditor''s 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.

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 auditor''s 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

I. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act based on our audit and on the consideration of the report of other auditors on the financial statements of subsidiaries amalgamated with the Company as per Para (1) of Other Matters, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

II. Further to our comments in the annexure referred to in the paragraph above, as required by Section 143(3) of the Act based on our audit and on the consideration of the report of other auditors on the financial statements of subsidiaries amalgamated with the Company as per Para (1) of Other Matters, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph III(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time;

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow dealt with by

this Report are in agreement with the relevant books of account;

d) In our opinion, the aforesaid Standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time;

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the maintenance of accounts and other matters connected therewith, reference is invited to paragraph II(b) above on reporting under section 143(3)(b) of the Act; and

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 B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal control with reference to financial statements;

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

a) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements -Refer Note no. 40 of the standalone financial statements;

b) The Company did not have any material foreseeable losses against long-term contracts, including derivative contracts and thereby requirement for making provision in this respect is not applicable to the company;

c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

d) i) The Management has represented that,

to the best of its knowledge and belief as disclosed in Note No.50 to the Standalone financial statements, 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(s) or entity(ies), including foreign entities ("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;

ii) The Management has represented, that, to the best of its knowledge and belief as disclosed in Note No.50 to the financial statements, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), 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; and

iii) 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(e), as provided under (i) and (ii) above, contain any material misstatement. The comments made under this para relate to the year under audit and therefore in respect of the earlier years'' transactions dealing with investments, loans, etc, it is neither required nor possible to ascertain and/or comment under this para; and

Place: Kolkata Date: May 15, 2024

e) The dividend declared and paid during the year by the Company is in compliance with section 123 of the Act.

f) Based on our examination which included test checks, the Company has used accounting software incorporating all the financial and other transactions involving various operational areas and functions for maintaining its books of account which have the tables where audit trail (edit log) for changes made in the transactions at application level through standard tables are available and have been operated throughout the year for all relevant transactions recorded in the said software. Audit trail (edit log) with respect to the direct changes at database level have not been enabled.

In respect of the above software, other than the exceptions noted hereinabove, we have, however, not come across any instance of the same being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1st April, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, on preservation of audit trail (edit log) as per the statutory requirements for record retention is not applicable for the financial year ended 31st March, 2024.

IV. With respect to the reporting under Section 197 (16) of the Act to be included in the Auditors'' Report, in our opinion and according to the information and explanations given to us, the Remuneration (including Sitting fees) paid by the Company to its Directors during the current year is in accordance with the provisions of Section 197 of the Act and is not in excess of the limit laid down therein.

For Lodha & Co LLP

Chartered Accountants Firm''s ICAI Registration No.:301051E/E300284

Boman R Parakh

Partner

Membership No: 053400 UDIN:24053400BKFCFU5965

---

Mar 31, 2023

Independent Auditors’ Report

To the Members of BMW INDUSTRIES LIMITED

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial
Statements of BMW Industries Limited(“the Company”),
which comprise the Balance Sheet as at March 31, 2023,
and the Statement of Profit and Loss (including Other
Comprehensive Income), Statement of Changes in Equity
and Statement of Cash Flows for the year then ended,
and Notes to the Standalone Financial Statements,
including a summary of significant accounting policies
and Other Explanatory Notes for the year ended on that
date (hereinafter referred to as “Standalone Financial
Statements”).

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 Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended, (“Ind AS”) and other accounting principles
generally accepted in India, of the state of affairs of
the Company as at March 31, 2023, its profits, total
comprehensive Income, changes in equity and its cash
flows for the year ended on that date.

Basis For Opinion

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'' Responsibility 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 made 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 obtained by us is sufficient
and appropriate to provide a basis for our audit opinion.

Key Audit Matters

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. We have
determined the matters described below to be the key
audit matters for incorporation in our report.

Information Other than the Standalone
Financial Statements and Auditor’s Report
Thereon

The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Annual Report but does not
include the consolidated financial statements, standalone
financial statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does
not cover the other information and we do not express
any form of assurance conclusion thereon.

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

If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of Management and Those
Charged with Governance for the Standalone
Financial Statements

The Company''s Board of Directors is responsible for
the matters stated in section 134(5) of the Act with
respect to the preparation of these Standalone Financial
Statements that give a true and fair view of the state
of affairs (financial position), Profit or Loss (financial
performance including other comprehensive income),
Changes in Equity and Cash Flows of the Company in
accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards specified under section 133 of the Act.

This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding 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 Statements
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 Company''s
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.

Those Board of Directors are also responsible for
overseeing the Company''s financial reporting process.

Auditors’ Responsibility 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 Standard on
Auditing (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. Therisk 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 financial
control relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act,
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 the management.

• Conclude on the appropriateness of management''s
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
Company''s ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s
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 auditor''s 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.

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 auditor''s
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.

Other Matter

1. Attention is drawn to Note No. 51 of the standalone
financial statements regarding incorporation of
figures of eight wholly owned subsidiaries with the
Company on amalgamation of these subsidiaries with
the Company with effect from April 1, 2021, pursuant
to scheme of arrangement approved by Hon''ble
National Company Law Tribunal, Kolkata Bench (NCLT).

2. We did not audit the financial statements of eight
subsidiaries incorporated in the standalone
financial statements for the year ended 31st March
2023, consequent to the amalgamation of these
subsidiaries as mentioned in para (1) above. The
financial statements of these subsidiaries reflect
total assets of Rs 8722.84 lakhs as at 31st March,
2023 ( as on 31st March 2022 H 8846.49 Lakhs) and
total net assets of Rs 8288.51 lakhs as at 31st March,
2023 ( as on 31st March 2022 H 8343.10 Lakhs), total
revenues of Rs 81.79 lakhs ( for the year ended 31st
March 2022 H 68.60 Lakhs), total net profit/(loss)
after tax of H (54.60 lakhs) ( for the year ended 31st
March 2022 H 9.80 Lakhs), Total Comprehensive
Income of Rs (54.60) lakhs ( for the year ended 31st
March 2022 H 9.80 Lakhs) and net cash inflow/
(outflow) of H 635.39 lakhs for the year ended as
on that date (for the year ended 31st March, 2022
H (14.11) lakhs) ) as considered for incorporation
in these standalone financial statements. These
financial statements and other financial information
have been audited by other independent firm of
Chartered Accountants whose reports have been
furnished to us by the management and our opinion
on the standalone financial statements, in so far as
it relates to the amounts and disclosures included in
respect of the subsidiaries, and our report on other
legal and regulatory requirements, in so far as it
relates to the aforesaid subsidiaries is based solely
on the reports of the other auditors.

Our opinion on the standalone financial statements
and our report on other Legal and Regulatory

Requirements below, is not modified in respect of the
matters stated above with respect to our reliance on
the work done and the reports of the other auditors.

Report on Other Legal and Regulatory
Requirements

I. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order”) issued by the Central
Government of India in terms of sub-section (11) of
Section 143 of the Act based on our audit and on the
consideration of the report of other auditors on the
financial statements of subsidiaries amalgamated
with the Company as per Para (1) of Other Matters,
we give in the "Annexure A”, a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

II. Further to our comments in the annexure referred
to in the paragraph above, as required by Section
143(3) of the Act,: based on our audit and on the
consideration of the report of other auditors on the
financial statements of subsidiaries amalgamated
with the Company as per Para (1) of Other Matters,
we report that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit;

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books;

c) The Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement
of Cash Flow dealt with by this Report are in
agreement with the relevant books of account;

d) In our opinion, the aforesaid Standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Indian
Accounting Standards) Rules, 2015, as amended
from time to time;

e) On the basis of the written representations
received from the directors as on March 31,
2023 taken on record by the Board of Directors,
none of the directors are disqualified as on
March 31, 2023 from being appointed as a
director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in "Annexure B”. Our report

based on our audit and on the consideration of the
report of other auditors on the financial statements
of subsidiaries amalgamated with the Company
as per Para (1) of Other Matters, expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal control
with reference to financial statements;

III. With respect to the other matters to be included in
the Auditors'' Report in accordance with Rule 11 of
the Companies (Audit and Auditor''s) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations given to
us and based on our audit and on the consideration of
the report of other auditors on the financial statements
of subsidiaries amalgamated with the Company as per
Para (1) of Other Matters:

a) The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements -Refer Note no.
40 of the standalone financial statements;

b) The Company did not have any material
foreseeable losses against long-term contracts,
including derivative contracts and thereby
requirement for making provision in this respect
is not applicable to the company;

c) There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company;

d) i) The Management has represented that, to the

best of its knowledge and belief as disclosed
in Note No.50 to the financial statements, 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(s) or entity(ies),
including foreign entities ("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;

ii) The Management has represented, that,
to the best of its knowledge and belief as

Place: Kolkata
Date: May 15, 2023

disclosed in Note No.50 to the financial
statements, no funds (which are material
either individually or in the aggregate)
have been received by the Company from
any person(s) or entity(ies), 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; and

iii) 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(e), as provided under (i) and (ii)
above, contain any material misstatement.
The comments made under this para relate
to the year under audit and therefore in
respect of the earlier years'' transactions
dealing with investments, loans, etc, it is
neither required nor possible to ascertain
and/or comment under this para; and

e) The dividend declared and paid during the year
by the Company is in compliance with section
123 of the Act.

IV. Proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording
audit trail (edit log) facility is applicable with effect
from April 1, 2023 to the Company, and accordingly,
reporting under Rule 11(g) of Companies (Audit
and Auditors) Rules, 2014 is not applicable for the
financial year ended March 31, 2023.

V. With respect to the reporting under Section 197
(16) of the Act to be included in the Auditors'' Report,
in our opinion and according to the information
and explanations given to us, the Remuneration
(including Sitting fees) paid by the Company to its
Directors during the current year is in accordance
with the provisions of Section 197 of the Act and is
not in excess of the limit laid down therein.

For Lodha& Co

Chartered Accountants
Firm''s ICAI Registration No.:301051E

Boman R Parakh

Partner

Membership No: 053400
UDIN: 23053400BGSCMU2848