Auditor Report of Uniparts India Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Uniparts India Limited ("the Company"),
which comprise the Balance Sheet as at March 31,
2025, 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 ended on that date, notes to financial statements
and a summary of the accounting policies and other
explanatory information (hereinafter 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 March 31, 2025, its profit and other
comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis of Opinion

We conducted our audit of the Standalone Financial
Statements 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 ("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 there under, 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 we have obtained 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 for the financial year
ended March 31, 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. 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 Matter		How the matter was addressed in our audit
The Company has revenue from multiple locations geographically spread across India. Revenue is recognised based on the accounting policies disclosed in the note 2.6 to the financial statements.		Our audit procedures included but not limited to: - We obtained inco-terms and confirmed our understanding of the Company''s sales process from initiation to collection of receivables, including design and implementation of controls and tested the operating effectiveness of these controls.

Key Audit Matter	How the matter was addressed in our audit
Revenue from the sale of goods is recognized at the moment when customer obtains control of the goods at different point in time based delivery terms. Accordingly, the Group satisfies its performance obligation at the time of dispatch of goods from factory/ stockyard/ storage area/ port as the case may be; and is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts, claims paid and volume rebates. Revenue is presented net of Goods and Service Tax, wherever applicable. The company uses a variety of shipment terms with customers across its operating markets which has an impact on the timing of revenue recognition. Given the nature of industry in which the company operates and given the fact that the company''s ascertainment of timing of revenue recognition, is a key audit consideration for sales transactions occurring at or near to the year end. Refer note No. 2.6 and note 21 of the Standalone Financial Statements.	- We read and understood the Company''s accounting policy for recognition of revenue for each stream as per ”Ind AS 115". - We performed transactions testing based on a representative sampling of the sales orders to assess revenue recognition and recognition of trade receivables including transactions occurring at or near the year end. - We performed cut off testing for sales made near the reporting date and tested whether the revenue was recognised in the appropriate period by testing shipping records and sales invoices for sample transactions and tested the management assessment involved in this process, wherever applicable. - Performed reconciliation of revenue with GST returns filed with the Government.
Trade Receivables - See note 9, note 42, note 43 and note 44 to the standalone financial statements
Key Audit Matter	How the matter was addressed in our audit
Refer to note 9 on trade receivables and note 42 for hedging, note 43 the related risks such as credit risk and note 44 for disclosures on fair value of the trade receivables. The Company''s major revenue arises from sales provided to manufacturers of OEM and other customers in domestic and overseas markets including group companies. The trade receivables are typically unsecured. The collectability of trade receivables is a key element of the Company''s working capital management. In events or changes in circumstances indicating individual or class of trade receivables is required to be reviewed on qualitative aspects, necessary provisions are made.	Our audit procedures included but not limited to: We assessed the Company''s processes and controls relating to the monitoring of trade receivables and considered ageing to identify collection risks. We assessed management''s assumptions used to calculate the impairment loss on trade receivables, through analyses of ageing of receivables, assessment of significant overdue trade receivables. We assessed the adequacy of the disclosures on the trade receivables, hedging, the related risks such as credit risk and disclosures on fair value of the trade receivables in note 9, note 42, note 43 and note 44.

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

The Company''s management and Board of Directors are
responsible for the preparation of the other information.
The other information comprises the information
included in the Management Discussion and Analysis,
Board''s Report including Annexures to Board''s Report,
Business Responsibility Report, Corporate Governance
and Shareholder''s Information, 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.

Management''s Responsibility for the
Standalone Financial Statements

The Company''s management and Board of Directors
are 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,
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 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 and Board of Directors are 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 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 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
controls 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
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.

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

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory
Requirements

1. As required by Section 143(3) of the Act, based on our

audit we report that:

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

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books except for the matters stated in the
paragraph 1(i) (vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014.

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 Accounting
Standards (Ind AS) specified under Section 133
of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

e) On the basis of the written representations
received from the directors as on March 31, 2025
taken on record by the Board of Directors, none
of the directors is 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 are as stated
in the paragraph 1(b) above on reporting under
Section 143(3)(b) of the Act and paragraph 1(i)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

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
A". Our report expresses an unmodified opinion
on the adequacy and operative 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 the
requirements of section 197(16) of the Act, as
amended:

In our opinion and to the best of our information
and according to the explanations given to us,
the remuneration paid by the Company to its
directors during the year is in accordance with
the provisions of section 197 of the Act.

i) 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 32 to the standalone financial
statements).

ii. The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses,
if any, on long-term contracts including
derivative contracts.

iii. There were no amounts which were required
to be transferred, to the Investor Education
and Protection Fund by the Company.

iv. (a) 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.

(b) 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

(c) Based on such audit procedures as
considered reasonable and appropriate
that the representations under sub¬
clause (iv) (a) and (iv) (b) contain any
material mis-statement.

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

The interim dividend declared and paid by
the Company during the year and until the
date of this report is in compliance with
Section 123 of the Act.

vi) The reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014
is applicable from 1 April, 2023:

Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account
which has feature of recording audit trail (edit
log) and the same has operated throughout the
year for all relevant transactions recorded in
the software except that audit trail feature was
not enabled at the database level of accounting

software to log any direct data changes. Further,
during the course of our audit we did not come
across any instance of the audit trail feature
being tampered with and the audit trail has been
preserved by the company as per the statutory
requirements for record retention.

2. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order") issued by the Central
Government in terms of Section 143(11) of the Act,
we give in "Annexure B" a statement on the matters
specified in paragraphs 3 and 4 of the Order.

For S.C.Varma and Co.

Chartered Accountants

Firm Registration No: 000533N

(S.C. Varma)

Partner

M. No.: 011450

UDIN: 25011450BMIIZU7610

Place: New Delhi

Date : 27^th May 2025

---

Mar 31, 2024

We have audited the accompanying standalone financial statements of Uniparts India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, 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 ended on that date, notes to financial statements and a summary of the accounting policies and other explanatory information (hereinafter 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 March 31, 2024, its profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit of the Standalone Financial Statements 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 ("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 there under, 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 we have obtained 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 for the financial year ended March 31, 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. 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.

Description of Key Audit Matter

a. Revenue recognition - See note 2.6 and note 21 to the standalone financial statements

	Key Audit Matter	How the matter was addressed in our audit
	The Company has revenue from multiple locations	Our audit procedures included but not limited to:
	geographically spread across India.	- We obtained inco-terms and confirmed our
	Revenue is recognised based on the accounting	understanding of the Company''s sales process from
	policies disclosed in the note 2.6 to the financial	initiation to collection of receivables, including
	statements	design and implementation of controls and tested the operating effectiveness of these controls.
	Revenue from the sale of goods is recognized at	- We read and understood the Company''s accounting
	the moment when customer obtains control of the	policy for recognition of revenue for each stream as
	goods at different point in time based delivery terms.	per ”Ind AS 115".
	Accordingly, the Group satisfies its performance obligation at the time of dispatch of goods from factory/ stockyard/ storage area/ port as the case may be; and is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts, claims paid and	- We performed transactions testing based on a representative sampling of the sales orders to assess revenue recognition and recognition of trade receivables including transactions occurring at or near the year end.
	volume rebates.	- We performed cut off testing for sales made near
	Revenue is presented net of Goods and Service Tax, wherever applicable. The company uses a variety of shipment terms with customers across its operating markets which has an impact on the timing of revenue recognition. Given the nature of industry in	the reporting date and tested whether the revenue was recognised in the appropriate period by testing shipping records and sales invoices for sample transactions and tested the management assessment involved in this process, wherever applicable.
	which the company operates and given the fact that	- Performed reconciliation of revenue with GST returns
	the company''s ascertainment of timing of revenue recognition, is a key audit consideration for sales transactions occurring at or near to the year end.	filed with the Government.
	Refer note No. 2.6 and note 21 of the Standalone Financial Statements.
b.	Trade Receivables - See note 9, note 42, note 43 and note 44 to the standalone financial statements
	Key Audit Matter	How the matter was addressed in our audit
	Refer to note 9 on trade receivables and note 42 for	Our audit procedures included but not limited to:
	hedging, note 43 the related risks such as credit risk and note 44 for disclosures on fair value of the trade receivables. The Company''s major revenue arises from sales provided to manufacturers of OEM and other customers in domestic and overseas markets including group companies. The trade receivables are typically unsecured. The collectability of trade receivables is a key element of the Company''s working capital management. In events or changes in circumstances indicating individual or class of trade receivables is required to be reviewed on qualitative aspects, necessary provision are made.	We assessed the Company''s processes and controls relating to the monitoring of trade receivables and considered ageing to identify collection risks. We assessed management''s assumptions used to calculate the impairment loss on trade receivables, through analyses of ageing of receivables, assessment of significant overdue trade receivables. We assessed the adequacy of the disclosures on the trade receivables, hedging, the related risks such as credit risk and disclosures on fair value of the trade receivables in note 9, note 42, note 43 and note 44.

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

The Company''s management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, 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.

Management''s Responsibility for the Standalone Financial Statements

The Company''s management and Board of Directors are 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 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 and Board of Directors are 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 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 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 controls 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 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.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 1(i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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 Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is 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 are as stated in the paragraph 1(b) above on reporting under Section 143(3)(b) of the Act and paragraph 1(i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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 A". Our report expresses an unmodified opinion on the adequacy and operative 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 the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

i) 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 32 to the standalone financial statements).

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

iv) (a) 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.

(b) 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

(c) Based on such audit procedures as considered reasonable and appropriate that the representations under sub-clause (iv) (a) and (iv) (b) contain any material mis-statement.

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

The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act.

vi) The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April, 2023:

Based on our examination which included test checks, the Company, in respect of financial year commencing on April 1, 2023, has used an accounting software for maintaining its books of account which has feature of recording audit trail (edit log) and the same has operated throughout the year for all relevant transactions recorded in the software except that audit trail feature was not enabled at the database level of accounting software to log any direct data changes. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with on accounting software where this feature is enabled.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, thus 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.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For S.C.Varma and Co.

Chartered Accountants

Firm Registration No: 000533N

(S.C. Varma)

Partner

M. No.: 011450

UDIN:24011450BJZWKR9505

Place: New Delhi

Date : 28^th May 2024

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Mar 31, 2023

Uniparts India Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Uniparts India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, 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 ended on that date, notes to financial statements and a summary of the significant accounting policies and other explanatory information (hereinafter 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 March 31, 2023, its profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit of the Standalone Financial Statements 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 ("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 there under, 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 we have obtained 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 for the financial year ended March 31, 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. 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.

Description of Key Audit Matter

a. Revenue recognition - See note 2.6 and note 21 to the standalone financial statements

Key Audit Matter	How the matter was addressed in our audit
The Company has revenue from multiple locations	Our audit procedures included but not limited to:
geographically spread across India.	- We obtained inco-terms and confirmed our
Revenue is recognised based on the accounting policies	understanding of the Company''s sales process from
disclosed in the note 2.6 to the financial statements.	initiation to collection of receivables, including
Revenue from the sale of goods is recognized at the moment when significant risks and rewards of ownership	design and implementation of controls and tested the operating effectiveness of these controls.
of the goods have been passed to the buyer at the time of	-We read and understood the Company''s accounting
dispatch of goods from factory/ stockyard/ storage area/	policy for recognition of revenue for each stream as
port as the case may be; and is measured at the fair value	per ”Ind AS 115".
of the consideration received or receivable, net of returns and allowances, trade discounts, claims paid and volume rebates.	-We performed transactions testing based on a representative sampling of the sales orders to assess revenue recognition and recognition of trade
Revenue is presented net of Goods and Service Tax,	receivables including transactions occurring at or
wherever applicable. The Company uses a variety of	near the year end.
shipment terms with customers across its operating markets which has an impact on the timing of revenue recognition. Given the nature of industry in which the Company operates and given the fact that the Company ascertainment of timing of revenue recognition, is a key audit consideration for sales transactions occurring at or near to the year end.	-We performed cut off testing for sales made near the reporting date and tested whether the revenue was recognised in the appropriate period by testing shipping records and sales invoices for sample transactions and tested the management assessment involved in this process, wherever applicable.
Refer note No. 2.6 and note 21 of the Standalone Financial Statements.	- Performed reconciliation of revenue with GST returns filed with the Government.
b. Trade Receivables - See note 9, note 42, note 43 and note 44 to the standalone financial statements
Key Audit Matter	How the matter was addressed in our audit
Refer to note 9 on trade receivables and note 42 for	Our audit procedures included but not limited to:
hedging, note 44 for disclosures on fair value of the trade receivables and note 43 the related risks such as credit risk. The Company''s major revenue arises from sales provided to manufacturers of OEM and other customers in domestic and overseas markets including group companies. The trade receivables are typically unsecured. The collectability of trade receivables is a key element of the Company''s working capital management. In events or changes in circumstances indicating individual or class of trade receivables is required to be reviewed on qualitative aspects, necessary provisions are made.	We assessed the Company''s processes and controls relating to the monitoring of trade receivables and considered ageing to identify collection risks. We assessed management''s assumptions used to calculate the impairment loss on trade receivables, through analyses of ageing of receivables, assessment of significant overdue trade receivables. We assessed the adequacy of the disclosures on the trade receivables, hedging, disclosures on fair value of the trade receivables and the related risks such as credit risk in note 9, note 42, note 44 and note 43.

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

The Company''s management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, 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.

Management''s Responsibility for the Standalone Financial Statements

The Company''s management and Board of Directors are 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 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 and Board of Directors are 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 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 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 controls 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 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.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

The comparative financial information of the Company for the year ended 31st March 2022 included in these Standalone Financial Statements, are based on the previously issued statutory financial statements prepared in accordance 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") audited by previous auditors and their report for the year ended 31st March 2022 dated 22th June, 2022 expressed an unmodified opinion on these Standalone financial statements.

Our opinion is not modified in respect of these matters.

1. As required by Section 143(3) of the Act, based on our audit we report that:

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it 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 Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is 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 over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operative 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 the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the 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 32 to the standalone financial statements).

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

iv. (a) 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.

(b) 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

(c) Based on such audit procedures as considered reasonable and appropriate that the representations under subclause (iv) (a) and (iv) (b) contain any material mis-statement.

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

vi) 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 to the Company with effect from April 1, 2023, 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.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For S.C.Varma and Co.

Chartered Accountants

Firm Registration No: 000533N

(S.C. Varma)

Partner

M. No.: 011450

UDIN: 23011450BGTUCP4099

Place: New Delhi

Date: 25-May-23