Auditor Report of Hindware Home Innovation Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Hindware Home Innovation Limited ("the
Company"), which comprise the standalone Balance Sheet
as at 31 March 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 a summary of the Material accounting policies
and other explanatory information (herein after referred to
as the "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 31 March 2025, its loss and other
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 Auditor''s 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 on the
standalone financial statements.

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 for the year ended 31
March 2025. 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 to be communicated in our report.

Description of Key Audit Matter	How our audit addressed the key audit matters
1. Recognition of revenue (Refer to the accompanying notes 3.4 and 30 of the standalone financial statements)
The Company recognises revenues when the control of goods	Our audit procedures included the following:
and/ or services are transferred to the customer at an amount	• We read and evaluated the Company''s revenue recognition
that reflects the net consideration, which the Company	policy and assessed its compliance in terms of Ind AS 115
expects to receive for those goods and/or services from customers in accordance with the terms of the contracts.	''Revenue from contracts with customers''.
In determining the sales price, the Company considers	• We assessed the design and tested the operating effectiveness of
the effects of applicable rebates, and discounts (variable	internal controls related to sales and applicable rebates/discounts.
consideration).	• We performed test for a sample of sales transactions by comparing the underlying sales invoices, sales orders and other
The terms of sales arrangements, including the timing of	related documents to assess that revenue is recognised on
transfer of control, based on the terms of relevant contract	transfer of control to the customer in accordance with the terms
and nature of discount and rebates arrangements, create	of the contract.
complexities that require judgement in determining sales	• We tested on a sample basis discount and rebates schemes as
	approved by the management to assess its accounting. For the
Considering the above factors and the risk associated with	samples selected, we also compared that the actual discount
revenue recognition, we have determined the same to be a	and rebates recognised in respect of particular schemes do not
key audit matter.	exceed their approved amounts. • Selected sample of sales transactions made pre- and post-year end, agreed the period of revenue recognition to underlying documents and the terms of sale. • Performed analytical procedures on sales and sales return trend. • We tested on a sample basis, that revenue has been recognised in the proper period with reference to the supporting documents including confirmations from customers; if any. We read and assessed the relevant disclosures made in the IND AS standalone financial statements

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
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 in the
audit or otherwise appears to be materially misstated.

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

We have nothing to report in this regard.

RESPONSIBILITY 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 financial position,
financial performance, loss and 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 (Ind AS) 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
implementation and maintenance of accounting policies;
making judgements 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, Board
of Directors 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 the Board
of Directors 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.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF
THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgements and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to Standalone financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of Management
use of the going concern basis of accounting in
preparation of the Standalone Financial statements
and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
ability of the Company 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 for the financial year ended 31 March 2025 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.

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

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. 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, we give in the "Annexure A" a
statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the 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 2(h)(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended) ("the Rules").

c) The Standalone Balance Sheet, 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 dealt with
by this Report are in agreement with the books
of account.

d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the
Companies Act, 2013, read with Rule 7 of the
Companies (Indian Accounting Standard) Rules,
2015 as amended.

e) On the basis of the written representations
received from the directors as on 31 March, 2025
taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March,
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
made to our remarks in paragraph 2(h)(vi) below
on reporting under Rule 11(g) of the rules.

g) With respect to the adequacy of the internal
financial controls over financial reporting of the
Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure
B". Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of
the Company''s internal financial controls over
financial reporting.

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

(i) The Company has disclosed the impact of
pending litigations as at 31 March 2025 on its
financial position in its standalone financial
statements - Refer Note no. 43 to the standalone
financial statements;

(ii) The Company has made provision, as required
under the applicable law or Indian Accounting
Standards, for material foreseeable losses,
if any, on long-term contracts including
derivative contracts

(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 ended 31 March, 2025.

(iv) (a) The management has represented that

to the best of its knowledge and belief, no
funds (which are material either individually
or in 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
to or on behalf of the Ultimate Beneficiaries.

(b) The management has represented that
to the best of its knowledge and belief, no
funds (which are material either individually
or in aggregate) 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 Party ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like from or on behalf of the
Ultimate Beneficiaries

(c) Based on such audit procedures that we
have 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) above as required by rule 11(e)
of Companies (Audit and Auditors) Rules
2014, as amended, contains any material
mis-statement.

(v) (a) The dividend declared and paid by the

Company during the year is in compliance
with section 123 of the Companies
Act, 2013.

(b) The Board of Directors of the Company
have not proposed dividend for the year
2024-25. (Refer note-55).

(vi) Based on our examination, which included
test checks, the Company has a widely used
ERP as its accounting software for maintaining
its books of account during the year ended 31
March 2025, which has a feature of recording
audit trail (edit log) facility and the same has
been operated throughout the year except (a)
at database level the audit trail has not been
enabled, (b) at application the audit trail was
disabled from 2 December 2024 to 9 December
2024 due to upgradation of SAP accounting
software, and (c) the audit trail feature was not
enabled on certain relevant financial tables and
privileged access to specific users to make direct
changes to audit trail settings. Further the audit
trail, to the extent maintained in the prior year
has been preserved by the Company as per the
Statutory requirements for record retention.
Further, during the course of audit we did not
come across any instance of audit trail feature
being tempered with and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention. Also refer
note 61 to the standalone financial statements.

i) In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid / provided by the Company to its
directors during the year is in accordance with the
provisions of Section 197 read with Schedule V to
the Act.

For LODHA & CO LLP

Chartered Accountants
Firm Registration No: 301051E/E300284

Shyamal Kumar

Partner

Place: Gurugram Membership No. 509325

Date: 24 May 2025 UDIN - 25509325BMINUL3970

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Mar 31, 2024

We have audited the accompanying standalone financial statements of Hindware Home Innovation Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (herein after referred to as the "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 Com pany as at 31 March 2024, its loss, 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 Auditor''s 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

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended 31 March 2024. 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 to be communicated in our report.

Description of Key Audit Matter	How our audit addressed the key audit matters
1. Recognition of revenue (as described in Note 3.4 and 30 of the standalone financial statements}
The Company recognizes revenues when the control of goods	Our audit procedures included the following:
and/ or services are transferred to the customer at an amount	We read and evaluated the Company''s revenue recognition policy
that reflects the net consideration, which the Company	and assessed its compliance in terms of Ind AS 115 ''Revenue from
expects to receive for those goods and/or services from customers in accordance with the terms of the contracts.	contracts with customers''.
In determining the sales price, the Company considers	We assessed the design and tested the operating effectiveness of
the effects of applicable rebates, and discounts (variable	internal controls related to sales and applicable rebates/discounts.
consideration).	We performed test for a sample of sales transactions by comparing
The terms of sales arrangements, including the timing of	the underlying sales invoices, sales orders and other related
transfer of control, based on the terms of relevant contract	documents to assess that revenue is recognized on transfer of control
and nature of discount and rebates arrangements, create	to the customer in accordance with the terms of the contract.
complexities that require judgment in determining sales	We tested on a sample basis discount and rebates schemes as
revenues.	approved by the management to assess its accounting. For the
Considering the above factors and the risk associated with	samples selected, we also compared that the actual discount and
revenue recognition, we have determined the same to be a	rebates recognized in respect of particular schemes do not exceed
key audit matter.	their approved amounts. Selected sample of sales transactions made pre- and post-year end, agreed the period of revenue recognition to underlying documents and the terms of sale. Performed analytical procedures on sales and sales return trend We tested on a sample basis, that revenue has been recognized in the proper period with reference to the supporting documents including confirmations from customers; if any. We read and assessed the relevant disclosures made in the standalone Ind AS financial statements.

Description of Key Audit Matter	How our audit addressed the key audit matters
2. Impairment aLLowance on TraDe receivaBLes
(Refer to the accompanying notes 11, 37 and 39 of the standalone financial statements) As at March 31, 2024, the Company has trade receivables of H 10,371.54 lakh (net of impairment allowance (ECL) of H 2,604.04 lakh). In determining whether an impairment allowance is required, the management takes into consideration the ageing status and likelihood of collection based on contractual terms, past experience, customer correspondences etc. Based on such assessment, specific allowances are made for receivables that are unlikely to be collected. Due to the involvement of management''s judgement and materiality of the amounts involved, we have considered the same as a key audit matter.	Our audit procedures included the following: Discussed with the management on the steps taken by them for recovery of the outstanding amounts. Obtained management''s assessment and estimates of recoverability of receivables and checked arithmetic accuracy. Assessed whether the rationale behind the management''s judgment in determining the impairment provisions are in line with the correspondences (including any disputes), reconciliations (where done during the year) and post year end payments.

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 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 in the audit or otherwise appears to be materially misstated.

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

We have nothing to report in this regard.

responsibility 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 financial position, financial performance, total 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 (Ind AS) 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 implementation and maintenance of accounting policies; making judgements 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, the Board of Directors 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 the Board of Directors 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.

auditor''s responsibilities for the audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgments and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the 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 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 ability of the Company 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 for the financial year ended 31 March 2024 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.

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

report on other legal and regulatory requirements

1. 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, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the 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) I n 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 2 (h)(vi) below on reporting under Rule 11(g) of The Companies (Audit and Auditors ) Rules, 2014 (as amended) (" the Rules").

(c) The Standalone Balance Sheet, 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 dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 made to our remarks in paragraph 2(h)(vi) below on reporting under Rule 11(g) of the rules.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

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

i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note no. 43 to the standalone financial statements;

i i) The Company has made provision, as required

under the applicable law or Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; and

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 ended 31 March, 2024.

iv) (a) The management has represented that

to the best of its knowledge and belief, no

funds (which are material either individually or in 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 to or on behalf of the Ultimate Beneficiaries.

(b) The management has represented that to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) 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 Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries

(c) Based on such audit procedures that we have 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) above as required by rule 11(e) of Companies (Audit and Auditors) Rules 2014, as amended, contains any material misstatement.

v) (a) The final dividend proposed in the previous year, declared and paid by the company during the year is in accordance with section 123 of the Companies Act, 2013.

(b) The Board of Directors of the Company have proposed dividend for the year 2023-24 which is subject to the approval of the members in the ensuing General meeting. The amount of dividend proposed is in accordance with section 123 of the Companies Act, 2013. (Refer note no. 55)

vi) Based on our examination, which included test checks, the Company has a widely used ERP as its 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 financial year for all relevant transactions recorded in the said software except (a) the audit trail feature was not enabled throughout the year for certain relevant tables at the application level; and (b) that the audit trail (edit log) for certain information at database level (which records only modified values) was not enabled during the year. During the course of performing our audit procedures, we did not notice any instance of the audit trail feature being tampered with in respect of the accounting software during the year the audit trail feature was enabled.

i) In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid / provided by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V to the Act.

For LODHA & CO LLP

Chartered Accountants Firm Registration Number: 301051E/E300284

Shyamal Kumar

Partner

Place: New Delhi Membership Number: 509325

Date: 28 May 2024 UDIN: 24509325BKABTN9008

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Mar 31, 2023

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTSOPINION

We have audited the accompanying standalone financial statements of Hindware Home Innovation Limited (formerly known as Somany Home Innovation Limited) ("the Company"), which comprise the Balance Sheet as at 31 March 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (herein after referred to as the "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 31 March 2023, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit 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 Auditor''s 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

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended 31 March 2023. 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 to be communicated in our report.

Description of Key Audit Matter	How our audit addressed the key audit matters
1. Valuation of Corporate Guarantee
The company has given letter of continuing guarantee to banker against borrowing facilities extended to a Joint venture '' 8,221.36 lakh (PY '' 2,782.73 lakh). We have considered the valuation of corporate guarantee as key audit matter considering complexities and financial impact involved over financial statements.	Our audit procedures includes: • We tested the design and operating effectiveness of key Controls. • Controls over the validation, completeness, implementation and usage of valuation models. • Our own valuation specialists independently evaluated the valuation model and reasonableness of key assumptions.
2. Recognition of revenue (as described in Note 3.4 and 30 of the standalone financial statements)
The Company recognizes revenues when the control of goods and/ or services are transferred to the customer at an amount that reflects the net consideration, which the Company expects to receive for those goods and/or services from customers	Our audit procedures included the following: • We read and evaluated the Company''s revenue recognition policy and assessed its compliance in terms of Ind AS 115 ''Revenue from contracts with customers''.
in accordance with the terms of the contracts. In	• We assessed the design and tested the operating
determining the sales price, the Company considers	effectiveness of internal controls related to sales and
the effects of applicable rebates, and discounts (variable consideration).	applicable rebates/discounts.

Description of Key Audit Matter			How our audit addressed the key audit matters
The terms of sales arrangements,		including the	• We performed test for a sample of sales transactions by
timing of transfer of control, based on the terms of			comparing the underlying sales invoices, sales orders
relevant contract and nature of discount and rebates			and other related documents to assess that revenue
arrangements, create complexities		that require	is recognized on transfer of control to the customer in
judgment in determining sales	revenues.		accordance with the terms of the contract.
Considering the above factors and the risk associated with revenue recognition, we have determined the same to be a key audit matter.			• We tested on a sample basis rebates and discount schemes as approved by the management to assess its accounting. For the samples selected, we also compared that the actual rebates and discounts
			recognized in respect of particular schemes do not exceed their approved amounts.
			• We tested on a sample basis, that revenue has been
			recognized in the proper period with reference to the supporting documents including confirmations from customers.
			We read and assessed the relevant disclosures made in the standalone Ind AS financial statements

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 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 financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

It based on the work we have performed, if we conclude that there is a material misstatement therein, we are required to report that fact.

we have nothing to report in this regard.

RESPONSIBILITY 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 financial position, financial performance, total 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 (Ind AS) 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 implementation and maintenance of accounting policies; making judgements 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, the Board of Directors 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 the Board of Directors 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.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgments and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)

(i) of the 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 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 ability of the Company 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 for the financial year ended 31 March 2023 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.

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. 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, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the 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) I n 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 Flows dealt with by this Report are in agreement with the books of account;

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

(e) On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor''s 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 has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note no. 43 to the standalone financial statements;

ii) The Company has made provision, as required under the applicable law or Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; and

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 ended 31 March, 2023.

iv) (i) The management has represented that

to the best of its knowledge and belief, no funds (which are material either individually or in 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 to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) 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 Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries

(iii) Based on such audit procedures that we have 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) above as required by rule 11(e) of Companies (Audit and Auditors) Rules 2014, as amended, contains any material misstatement.

v) The Board of Directors of the Company have proposed dividend for the year 2022-23 which is subject to the approval of the members in the ensuing General meeting. The amount of dividend proposed is in accordance with section 123 of the Companies Act, 2013. (Refer note no. 54)

(h) In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided for by the Company to its directors during the year in accordance with the provisions of Section 197 read with Schedule V to the Act.

(i) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is currently not applicable.

For LODHA & CO.

Chartered Accountants ICAI Firm Registration Number: 301051E

Shyamal Kumar

Partner

Membership Number: 509325 UDIN: : 23509325BGXJFX2031

Place: Delhi

Date: 24 May 2023