Auditor Report of Tunwal E-Motors Ltd.

Mar 31, 2025

We have audited the accompanying standalone
financial statements of Tunwal E-Motors Limited
(Formerly Known as Tunwal E-Motors Private
Limited) (''the Company''), which comprise the
balance sheet as at 31 March 2025, the statement of
profit and loss, the statement of cash flows for the
year then ended and a summary of the significant
accounting policies and other explanatory
information (herein after 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 and other accounting principles generally
accepted in India, of the state of affairs of the
Company as at 31 March 2025, the profit and its
cash flows for the year ended on that date.

• Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing specified under section 143(10) of the Act
(SAs). Our responsibilities under those Standards
are further described in the Auditor''s 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 ICAI''s
Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to
provide a basis for our audit opinion on the
standalone financial statements.

• Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed
in the context of our audit of the standalone
financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below,
our description of how our audit addressed the
matter is provided in that context.

We have determined the matters described below
to be the key audit matters to be communicated in
our report. We have fulfilled the responsibilities
described in the Auditor''s responsibilities for the
audit of the standalone financial statements section
of our report, including in relation to these matters.
Accordingly, our audit included the performance of
procedures designed to respond to our assessment
of the risks of material misstatement of the
standalone financial statements. The results of our
audit procedures, including the procedures
performed to address the matters below, provide
the basis for our audit opinion on the
accompanying standalone financial statements.

Key Audit Matters	How the matter was addressed in our audit
1) IPO Expenses
(Refer Note 2 and 39 of the Standalone financial statements) In the Current financial year, the Company initiated its Initial Public Offering and consequently accrued Share Issue Expenses. The total offer expenses aggregating to ? 1,152.29 lacs have been utilised from Securities Premium Account in accordance with section 52 of the Companies Act, 2013.	Our audit procedures include the following: Obtained a detailed understanding of such Share Issue Expenses from the Management. Verified all the supporting document related to IPO. Ensured proper accounting treatment for writing off the above-mentioned expenses as per section 52 of the Companies Act, 2013
2) Revenue Recognition
Revenue is measured net of returns, discounts and rate difference on the Company''s sales. Revenue is recognized when the control of the underlying products has been transferred to the customer. There is a risk of revenue being overstated due to fraud resulting from the pressure on management to achieve performance targets at the reporting period end.	Our audit procedures included the following: Assessing the appropriateness of the revenue recognition accounting policies, including those relating to sales returns, discounts and rate difference. Performing substantive testing (including year- end cutoff testing) by selecting samples of revenue transactions recorded during the year by verifying the underlying documents, which included sales invoices/ e- invoice, etc. For sample customers, obtained and assessed the arrangements with the Company and impact on revenue recognition including their payment terms and right to returns. • For sample customer balances, obtained direct confirmation and tested the reconciliations, if any

Information other than the standalone
financial statements and auditors'' report
thereon

The Company''s board of directors is responsible for
the preparation of the other information. The other
information comprises the information included in
the Board''s Report including Annexures to Board''s
Report, Business Responsibility 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 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 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 standalone financial position, financial
performance and cash flows of the Company in
accordance with the accounting principles generally
accepted in India, including the 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 the assets of
the Companyand 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.

Auditor''s 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
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 judgment and maintain
professional skepticism throughout the audit. We
also:

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

• Obtain an understanding of internal control

relevant to the audit in order to design audit
procedures that are appropriate in the

circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for
expressing our opinion on whether the company
has adequate internal financial controls system in
place and the operating effectiveness of such
controls.

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

• Conclude on the appropriateness of

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

1. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order") issued by the Central
Government of India in terms of section 143(11) 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;

(c) the balancesheet, the statement of profit
and loss 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
Accounting Standards specified under Section
133 of the Act read with relevant rule issued
thereunder;

(e) On the basis of the written representations
received from the directors and 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; and

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

3. 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:

a. The Company does not have any pending
litigations which would impact its financial position
except contingent liabilities as reported in note 27 to
the Standalone financial statements of the
Company.

b. The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses.

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, no funds have
been advanced or loaned or invested (either from
borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in
any other persons or entities, including foreign
entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall:

• directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever ("Ultimate Beneficiaries") by or on
behalf of the Company 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 have
been received by the Company from any persons or
entities, including foreign entities ("Funding
Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company
shall:

• directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever ("Ultimate Beneficiaries") by or on
behalf of the Funding Party or

• provide any guarantee, security or the like from
or on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures as considered
reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to
believe that the representations under subclause (d)
(i) and (d) (ii) contain any material mis-statement.

E. The Company has not declared or paid any
dividend during the year.

F. Based on our examination, which included test
checks, the Company did not use an accounting
software with a feature of recording audit trail (edit
log) facility for maintaining its books of accounts for
the financial year ended 31 March 2025. The
Company is planning to obtain appropriate
accounting software which has the requisite feature
of recording and maintaining audit trail for
maintaining its books of accounts during the
financial year 2025-26. Hence, we are unable to
comment on the instance of temperament of the
audit trail feature.

4. With respect to the matter to be included in
the Auditors'' Report under Section 197(16) of the
Act:

In our opinion and according to the information and
explanations given to us and based on examination
of the records of the Company, The Company has
paid/ provided for managerial remuneration in
accordance with the requisite approvals mandated
by the provisions of Section 197 read with Schedule
V to the Act.

For Mittal Agarwal & Company
Chartered Accountants
(Firm Registration No. 131025W)

Sd/-

Place: Pune Deepesh Mittal

Dated: 26/05/2025 Partner

UDIN: 25539486BMKSJC5425 Membership No. 539486

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Mar 31, 2024

Independent Auditor''s Report to the Members of Tunwal E-Motors Limited (Formerly Known as

Tunwal E-Motors Private Limited)

Report on the Financial Statements

Opinion

In our opinion and to the best of our information and according to . f_inanrial statements give the information required by the Companies Act, All J l tne Act ;

115true and fair Wew in conformity with the Indian Accounting Standards prescribed under section 133 of the Act and other accounting principles generally accepted i^lndia, of the state of affairs of the Company as at 31 March 2024, the profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing sDecified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the financial statements section of independent of the Company In .ccontenco with the tolo of EUfe «su=d by to Institute of Chartered Accountants of India (ICAI) together with the ^et^hl^l ^red^ul^mente that are relevant to our audit of the 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 ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Other Matters

The financial statements of the Company for the year ended 31 March 2023 ^lncl^ed in these financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on the financial statements for the year ended 31 March 2023 on 01 September 2023.

Responsibilities of Management for the 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 financial statements that give a true and fa^,rv''^ewof the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and appl^afon of''appropriate accounting policies; making judgments and estimates that are reasonable and prucent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting reco rds, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s abit tyto 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.

Audito r’s Responsibility for the Audit of the Financial Statements

Our obiectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to ^{issue a}“^d’^t°^r * report that includes our opinion. Reasonable assurance is a high level of ^assurance’ ^hf * *

auarantee 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 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 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 nsk of nUt detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,

o" the override of internal control.

. Obtain an understanding of internal control relevant to the audit irJthfclmoani''es Drocedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Att 2013, we are alL 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.

• C onclude on the appropriateness of management’s use of the going concern basis of accounting 4nd, based on theaudit evidence obtained, whether a matenal uncertainty exists related to events or conditions that may cast significant doubt on the Company s ability to ^c°ⁿ^^{inae as a} doing 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 financial statements or if Lch disclosures are inadequate, to modify our opinion. Our conclusions are based oni 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 financial statements, including the disclosures, and whether the 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 matteis, 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 financial statements of the current period and are therffore 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, w! determine that a matter should not be communicated in our report because the adverse

consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of section 143(11) of the Act we give m the A™exure 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.

(aI 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 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 financial statements comply with the Accounting Standards specified under Section 133 of the Act read with relevant rule issued thereunder;

(e) On the basis of the written representations received from the directors and 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; and

Ji With respect to the adequacy of the internal financial controls with reference to the financial statements of the Company and the operating effectiveness of such controls,

refer to our separate report in “Annexure B”.

3. viith 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:

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

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the Company.

cl (i) The management has represented that, to the best of its knowledge and belief, no

funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall.

. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company 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 have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in

writing or otherwise, that the Company shall:

directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding

Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures as considered reasonable and appropriate in the '' circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (d) (i) and (d) (ii) contain any matenal misstatement.

e. The Company has not declared or paid any dividend during the year.

f Based on our examination, which included test checks, the Company did not use an accounting software with a feature of recording audit trail _k °^§). ThI

maintaining its books of accounts for the financial year ended 31 March 2024. The Company is planning to obtain appropriate accounting software which has the requisite feature of recording and maintaining audit trail for maintaining its books of accounts during the financial year 2024-25. Hence we are unable to comment on the instance of temperament of the audit trail feature.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from Apnl 1, 2023, 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 is not applicable for the financial year ended March 31, 2024.

4. With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act:

Irl our opinion and according to the information and explanations given to us and based on ekamination of the records of the Company, The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Mittal Agarwal ft Company

Chartered Accountants (Firm Registration No. 131025W)

!)eepeJhMittal

/III Partner

Dated: 01/07/2024 ^{Membership No}-⁵³⁹⁴⁸⁶

UDIN: 24539486BKFME01036