Auditor Report of UNO Minda Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Uno Minda Limited ("the Companyâ), which
comprise the Balance sheet as at March 31 2025, the
Statement of Profit and Loss, including the statement of
Other Comprehensive Income, the Cash Flow Statement and
the Statement of Changes in Equity for the year then ended,
and notes to the standalone financial statements, including a
summary of material accounting policies and other explanatory
information.

In our opinion and to the best of our information and according
to the explanations given to us and based on the consideration
of reports of other auditors on separate financial statements
and other financial information of the 5 partnership firms, the
aforesaid standalone financial statements give the information
required by the Companies Act, 2013, as amended ("the Actâ)
in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted
in India, of the state of affairs of the Company as at 31 March
2025, its profit including other comprehensive loss, its cash
flows and the changes in equity for the year ended on that
date.

BASIS FOR OPINION

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 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 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
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. 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 our audit addressed the key audit matter

(a) Revenue recognition (as described in note 2.12 and 20 of the standalone financial statements)

Revenue from sale of goods is recognized upon the
transfer of control of the goods sold to the customer.
The Company uses a variety of shipment terms across its
operating markets, and this has an impact on the timing
of revenue recognition.

Revenue is measured by the Company at an amount that
reflects the consideration to which the Company expects
to be entitled in exchange for those goods or services from
its customers and in determining the transaction price for
the sale of products, the Company considers the effects
of various factors such as volume-based discounts, price
variations to be passed on and/or recovered to/from the
customers based on various parameters like negotiations,
price variations, rebates etc provided to the customers.

Our audit procedures amongst others included the following:

â¢ Evaluated the Company''s accounting policies pertaining to
revenue recognition and assessed compliance with the policies
in terms of Ind AS 115 - Revenue from Contracts with Customers.

â¢ Obtained understanding of the revenue process, and the
assumptions used by the management in the process
of calculation of price variations, including design and
implementation of controls

â¢ Tested the operating effectiveness of the internal controls
relating to management''s process of recognizing the revenue
from sales of goods with regard to the timing of the revenue
recognition as per the sales terms with the customers and
management''s process and the assumptions used in calculation
of price variations.

Key audit matters	How our audit addressed the key audit matter
The Company''s business requires passing on or recovery	â¢	Performed audit procedures on a representative sample of the
of price variations to/from the customers for the sales		sales transactions to test whether the revenues and related trade
made by the Company. The Company at the year end, has		receivables are recorded taking into consideration the terms
provided for/accrued such price variations to be passed on		and conditions of the customer orders, including the shipping
and/or recovered to/from such customers.		terms. Also, tested, on sample basis, debit/ credit notes in
There is a risk that revenue could be recognized at		respect of agreed price variations passed on to the customers.
incorrect amount on account of the significant judgement	â¢	Performed audit procedures relating to revenue recognition by
and estimate involved in calculation of price variations		agreeing deliveries occurring around the year end to supporting
to be recorded as at the year end and in the incorrect		documentation to establish that sales and corresponding trade
period on account for sales transactions occurring on and		receivables are properly recorded in the correct period.
around the year end. Therefore, revenue recognition has	â¢	Tested completeness, arithmetical accuracy and validity of the
been identified as a key audit matter.		data including estimates used in the computation of price variations based on customer contracts and agreed price negotiation with customers on test check basis
	â¢	Assessed the adequacy of revenue related disclosures in the standalone financial statements.
Assessment of impairment of Goodwill and investments		in subsidiaries, associates and joint ventures (as
described in note 5 and 7(A) of the standalone financial statements)
As at 31 March 2025, the standalone financial statements	Our audit procedures amongst others included the following:
includes Goodwill of Rs. 137.57 crores and investments in	â¢	Evaluated the design and tested the operating effectiveness
subsidiaries, associates and joint ventures having carrying		of the internal controls relating to management assessment
value of Rs 851.15 crores.		of indicators of impairment and assessment of impairment,
The Company as at the year-end performs assessment of		including those over the forecast of future revenues growth
impairment in case of goodwill and in case of investments,		rates, gross margin, working capital, terminal values and the
where there are indicator of impairment.		selection of the appropriate discount rate.
For impairment testing, the Company determines the	â¢	Obtained the management testing of impairment and discussed
recoverable amount of respective cash generating unit		the assumptions and other factors used in the assessment.
(CGU) to which the goodwill or investments (where there	â¢	Assessed the Company''s methodology applied in determining
are indicators of impairment) pertains. The recoverable amount is determined based on value in use, which		the CGU to which these assets are allocated.
represents the present value of the estimated future	â¢	Assessed the reasonableness of key assumptions used in the
cash flows expected to arise from the use of each cash		cash flow forecasts including discount rates, expected growth
generating unit.		rates and terminal growth rates.
The inputs to the impairment testing model which have	â¢	Compared the cash flow forecasts used in impairment testing
most significant impact on the model includes: a) Sales growth rate;		to approved budget and other relevant market and economic information, as well as testing the underlying calculations.
	â¢	Discussed the potential changes in key assumptions as
b) Gross margin		compared to previous year to evaluate whether the inputs and
c) Working capital requirements;		assumptions used in the cash flow forecasts were suitable.
d) Terminal values; and	â¢	Involved our specialist, wherever applicable, to assess the
e) Discount rate applied to the projected cash flows.		assumptions and methodology used by the management to determine the recoverable amount and also assessed the
The impairment test of investments in subsidiaries,		recoverable value headroom by performing sensitivity testing of
joint ventures, associates, (where there are indicators of impairment) and goodwill is considered as significant		key assumptions used.
accounting judgement and estimate and a key audit	â¢	Tested the arithmetical accuracy of the models.
matter because the assumptions on which the tests are	â¢	Evaluated the adequacy of disclosures in the Standalone
based are judgmental and are affected by future market		Financial Statements related to management''s assessment on
and economic conditions which are inherently uncertain,		the impairment tests and as required under Indian Accounting
and materiality of the balances to the Standalone Financial Statements as a whole.		Standard (Ind-AS) -36 Impairment of Assets.

OTHER INFORMATION

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 such other information
is materially inconsistent with the 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
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 financial position, financial
performance including other comprehensive income, cash
flows and changes in equity 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 read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and the 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 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:

â¢ 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.

â¢ 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 financial statements
in place and the operating effectiveness of such controls.

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

â¢ 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 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.

â¢ 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.

â¢ Obtain sufficient appropriate audit evidence regarding
the financial statements and other financial information
of the 5 partnership firms to express an opinion on the
standalone financial statements. For partnership firms
included in the standalone financial statements, which
have been audited by other auditors, such other auditors
remain responsible for the direction, supervision and
performance of the audits carried out by them. We
remain solely responsible for our audit opinion.

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.

OTHER MATTERS

a) The financial statement for year ended 31 March
2024 included in these standalone financial statement
are restated pursuant to Scheme of Amalgamation as
explained in note 42 to the standalone financial statement
for which we did not audit the financial statement
of Kosei Minda Aluminum Company Private Limited
(Transferor company 1), whose financial statement
reflects total assets of Rs 140.22 crores as at 31 March
2024 and total revenues of 251.02 crores, net loss after
tax amounting to 7.66 crores, total comprehensive

loss of Rs. 7.25 crores and net cash outflow of Rs 2.57
crores for the year ended on that date, which were
audited by other auditor, as adjusted for the accounting
effects of the Scheme of Amalgamation recorded by the
Company (in particular, the accounting effects of Ind AS
103 ''Business Combinations'') and other consequential
adjustments, which have been audited by us. The report
of such other auditor on financial statement and other
financial information as mentioned above has been
furnished to us by the management, and our opinion on
the year to date standalone financial statement, in so far
as it relates to the amounts and disclosures included in
respect of Transferor company 1, is based solely on the
reports of such other auditor.

b) We did not audit the financial statements and other
financial information, in respect of 3 partnership
firms, whose financial statements and other financial
information include the Company''s share of net profit
after tax of Rs. 55.85 crores and total comprehensive
income Rs. 55.85 crores for the year ended 31 March
2025, included in the accompanying standalone
financial statements. The financial statements and other
financial information of the said partnership firms have
been audited by other auditors. The financial statement
and other financial information including independent
auditor''s reports of these partnership firms have been
furnished to us by the management. Our opinion on the
standalone financial statements, in so far as it relates to
the amounts and disclosures included in respect of these
partnership firms and our report in terms of sub-sections
(3) of Section 143 of the Act, in so far as it relates to the
aforesaid partnership firms, is based solely on the reports
of such other auditors.

c) The standalone financial statements include the
Company''s share of net profit after tax of Rs. Nil crores
and total comprehensive income Rs. Nil crores for the year
ended 31 March 2025, as considered in the standalone
financial statements, in respect of 2 partnership firms,
whose financial statements, other financial information
have not been audited and whose unaudited financial
statements, other unaudited financial information have
been furnished to us by the Management. Our opinion,
in so far as it relates amounts and disclosures included
in respect of these partnership firms, and our report in
terms of sub-sections (3) of Section 143 of the Act in
so far as it relates to the aforesaid partnership firms, is
based solely on such unaudited financial statements and
other unaudited financial information. In our opinion
and according to the information and explanations given
to us by the Management, these financial statements
and other financial information are not material to the
Company.

Our opinion on the standalone financial statements and
our report on Other Legal and Regulatory Requirements
below, is not modified in respect of above matters with
respect to our reliance on the work done and the reports
of the other auditors and the financial statements and
other financial information certified by the Management.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order,
2020 ("the Orderâ), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the
Act, based on our audit, we give in the "Annexure 1â a
statement on the matters specified in paragraphs 3 and
4 of the Order.

2. As required by Section 143(3) of the Act, we report, to
the extent applicable, 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 (i)(vi)
below on reporting under Rule 11(g);

(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement
of Changes in Equity 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
Companies (Indian Accounting Standards) 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) The modification relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph (b) above on reporting
under Section 143(3)(b) and paragraph (i)(vi) below
on reporting under Rule 11(g).

(g) With respect to the adequacy of the internal
financial controls with reference to these

standalone financial statements and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure 2â to this report;

(h) In our opinion, the managerial remuneration for the
year ended 31 March 2025 has been paid / provided
by the Company to its directors in accordance with
the provisions of section 197 read with Schedule V
to 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 29(A) to the standalone financial
statements;

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

iii. There has been no delay in transferring
amounts, 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,
as disclosed in the note 45(vi) to the
standalone financial statements, no
funds have been advanced or loaned or
invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the Company to or
in any other person or entity, including
foreign entities ("Intermediariesâ), 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 Beneficiariesâ) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

b) The management has represented that,
to the best of its knowledge and belief,
as disclosed in the note 45(vi) to the

standalone financial statements, no
funds have been received by the Company
from any person or entity, including
foreign entities ("Funding Partiesâ), 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 Beneficiariesâ) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

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

v. The final dividend paid by the Company during

the year in respect of the same declared for
the previous year is in accordance with section
123 of the Act to the extent it applies to
payment of dividend.

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

As stated in note 12(ix) to the standalone
financial statements, the Board of Directors
of the Company have proposed final dividend
for the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. The dividend declared is in
accordance with section 123 of the Act to the
extent it applies to declaration of dividend.

vi. Based on our examination which included
test checks, the Company has used three
accounting software for maintaining its books
of account which has a feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all relevant
transactions recorded in the software except
that audit trail feature is not enabled in
one of the accounting software and for all
such software, audit trail was not enabled
for direct changes to database when using
certain access rights and also for certain
changes made using privileged/ administrative
access rights, as described in note 48 to the
standalone financial statements. Further,
during the course of our audit we did not
come across any instance of audit trail feature
being tampered with in respect of other
accounting software where the audit trail has
been enabled. Additionally, the audit trail has
been preserved by the Company as per the
statutory requirements for record retention,
wherever enabled.

For S.R. Batliboi & Co. LLP

Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005

per Vikas Mehra

Partner

Place of Signature: Gurugram, India Membership Number: 094421

Date: 21 May 2025 UDIN: 25094421BMOQNH5620

Mar 31, 2024

We have audited the accompanying standalone financial statements of Uno Minda Limited ("the Companyâ), which comprise the Balance sheet as at March 31 2024, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and other financial information of the 5 partnership firms, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit including other comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

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 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 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.

Key audit matters How our audit addressed the key audit matter

Revenue recognition (as described in Note 2.12 and 20 of the Standalone Financial Statements)

Revenue from sale of goods is recognized upon the transfer of Our audit procedures amongst others included the following: control of the goods sold to the customer. The Company uses a

â¢ Evaluated the Company''s accounting policies pertaining

variety of shipment terms across its operating markets, and this

to revenue recognition in terms of Ind AS 115 - Revenue

has an impact on the timing of revenue recognition.

from Contracts with Customers.

Revenue is measured by the Company at an amount that

â¢ Performed test of controls of management s process of

reflects the consideration to which the Company expects to

recognizing the revenue from sales of goods with regard

be entitled in exchange for those goods or services from its

to the timing of the revenue recognition as per the sales

customers and in determining the transaction price for the

terms with the customers and management''s process and

sale of products, the Company considers the effects of various

the assumptions used in calculation of price variations.

factors such as volume-based discounts, price adjustments to

be passed on and/or recovered to/from the customers based on â¢ ^{Performed audit procedures} Â°n ^{a representative sample}various parameters like negotiations, price variations, rebates ^{of the sales transactions} to ^{test whether the revenues}

_et_c p_rovid_ed t_o th_{e cus}t_omers. and related trade receivables are recorded taking into

consideration the terms and conditions of the sale orders,

Key audit matters	How our audit addressed the key audit matter
The Company''s business requires passing on or recovery of		including the shipping terms. Also, tested, on sample
price variations to/from the customers for the sales made by		basis, debit/ credit notes in respect of agreed price
the Company. The Company at the year end, has provided for/		variations passed on to the customers.
accrued such price variations to be passed on and/or recovered to/from such customers.	â¢	Performed audit procedures relating to revenue recognition by agreeing deliveries occurring around the
There is a risk that revenue could be recognized at incorrect		year end to supporting documentation to establish that
amount on account of the significant judgement and estimate		sales and corresponding trade receivables are properly
involved in calculation of price variations to be recorded as at		recorded in the correct period.
the year end and in the incorrect period on account for sales transactions occurring on and around the year end. Therefore, revenue recognition has been identified as a key audit matter.	â¢	Tested completeness, arithmetical accuracy and validity of the data used in the computation of price adjustments as per customer contracts and tested, on sample basis, credit notes issued and payment made as per customer contracts / agreed price negotiations;
	â¢	Assessed the adequacy of revenue related disclosures in the Standalone Financial Statements.
Assessment of imoairment of Goodwill and investments in subsidiaries, associates and ioint ventures
(as described in Note 5 and 7(A) of the standalone financial statements)
As at March 31, 2024, the Standalone Financial Statements	Our audit procedures amongst others included the following:
includes Goodwill of Rs. 110.67 crores and investments in subsidiaries, associates and joint ventures having carrying value of Rs 1,131.23 crores.	(a)	Evaluated the design and tested the operating effectiveness of the internal controls relating to management assessment of indicators of impairment and assessment
The Company as at the year-end performs assessment of		of impairment, including those over the forecast of future
impairment in case of goodwill and in case of investments,		revenues, growth rates, terminal values and the selection
where there are indicator of impairment.		of the appropriate discount rate.
For impairment testing, the Company determines the	(b)	Obtained the management testing of impairment and
recoverable amount of respective cash generating unit (CGU) to		discussed the assumptions and other factors used in the
which the goodwill or investments (where there are indicators		assessment.
of impairment) pertains. The recoverable amount is determined based on value in use, which represents the present value of the estimated future cash flows expected to arise from the use of	(c)	Assessed the Company''s methodology applied in determining the CGU to which these assets are allocated.
each cash generating unit.	(d)	Assessed the reasonableness of key assumptions used in
The inputs to the impairment testing model which have most significant impact on the model includes:		the cash flow forecasts including discount rates, expected growth rates and terminal growth rates.
a) Sales growth rate;	(e)	Compared the cash flow forecasts used in impairment testing to approved budget and other relevant market and
b) Gross margin		economic information, as well as testing the underlying
c) Working capital requirements;		calculations.
d) Terminal values; and	(f)	Discussed the potential changes in key assumptions as
e) Discount rate applied to the projected cash flows.		compared to previous year to evaluate whether the inputs
The impairment test of investments in subsidiaries, joint ventures, associates (where there are indicators of impairment)		and assumptions used in the cash flow forecasts were suitable.
and goodwill is considered as significant accounting judgement	(g)	We also involved our specialist, wherever applicable, to
and estimate and a key audit matter because the assumptions		assess the assumptions and methodology used by the
on which the tests are based are judgmental and are affected		management to determine the recoverable amount
by future market and economic conditions which are inherently		and also assessed the recoverable value headroom by
uncertain, and materiality of the balances to the Standalone Financial Statements as a whole.		performing sensitivity testing of key assumptions used.

Key audit matters

How our audit addressed the key audit matter

(h) Tested the arithmetical accuracy of the model.

(i) Evaluated the adequacy of disclosures in the Standalone Financial Statements related to management''s assessment on the impairment tests and as required under Indian Accounting Standard (Ind-AS) -36 Impairment of Assets.

OTHER INFORMATION

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 such other information is materially inconsistent with the 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 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 financial position, financial performance including other comprehensive income, cash flows and changes in equity 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 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:

â¢ 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.

financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

â¢ 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 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.

â¢ 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.

â¢ Obtain sufficient appropriate audit evidence regarding the financial statements and other financial information of the 5 partnership firms to express an opinion on the standalone financial statements. For the partnership firms included in the standalone financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

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.

public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTER

a) We did not audit the financial statements and other financial information as tabulated below in respect of domestic batteries business of Minda Storage Batteries Private Limited (''Demerged Undertaking'') which merged with the Company pursuant to the Scheme of Arrangement approved by Hon''ble National Company Law Tribunal as more-fully disclosed in note 42 and the same have been audited by other auditor. The auditor of the said entity (which included demerged undertaking) has issued unmodified opinion for the year ended March 31, 2023 vide their report dated May 06, 2023:

Particulars	Amount
Revenue from operations for the year ended March 31, 2023	Rs 145.31 crores
Loss after tax for the year ended March 31, 2023	Rs 3.80 crores
Total Comprehensive Loss for the year ended March 31, 2023	Rs 3.73 crores
Total Assets as at March 31, 2023	Rs 124.76 crores
Cash inflow for the year ended March 31, 2023	3.58 crores

Our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of Demerged undertaking is based solely on the report of such other auditor. Our opinion is not modified in respect of this matter.

b) We did not audit the financial statement and other financial information in respect of 5 partnership firms, whose financial statements include the Company''s share of net profit of Rs. 49.24 crores for the year ended March 31, 2024 included in the accompanying standalone financial statements. The standalone financial statements and other financial information of the said partnership firms have been audited by other auditors, whose financial statements, other financial information and auditor''s reports have been furnished to us by the management.

Our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these partnership firms and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid partnership firms, is based solely on the reports of such other auditors. Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, based on our audit, we give in the "Annexure 1â a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, 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 (i)(vi) below on reporting under Rule 11(g).

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity 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 Companies (Indian Accounting Standards) Rules, 2015, as amended;

(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) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph (b) above on reporting under Section 143(3)(b) and paragraph (i)(vi) below on reporting under Rule 11(g).

(g) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2â to this report;

(h) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid / provided by the Company to its directors in

accordance with the provisions of section 197 read with Schedule V to 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 29(A) to the standalone financial statements;

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

iii. There has been no delay in transferring amounts, 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 person or entity, including foreign entities ("Intermediariesâ), 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 Beneficiariesâ) or provide any guarantee, security or the like 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 person or entity, including foreign entities ("Funding Partiesâ), 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 Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

v. The final dividend paid by the Company during

the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

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

As stated in note 12 (ix) to the standalone financial statements, the Board of Directors of the Company have proposed final dividend

for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on our examination which included test checks, the Company has used two accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in such accounting software except that audit trail feature is not enabled in one of the accounting software till December 31,2023 and for all such software, audit trail was not enabled for direct changes to data when using certain access rights and also for certain changes made using privileged/ administrative access rights, as described in note 48 to the standalone financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of other accounting software where the audit trail has been enabled.

For S.R. Batliboi & CO. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Vikas Mehra

Partner

Place: Gurugram, India Membership Number: 094421

Date: 23 May 2024 UDIN: 24094421BKDLDD8338

Mar 31, 2023

To the Members of Uno Minda Limited (Formerly known as Minda Industries Limited)

Report on the Audit of the Standalone Financial StatementsOPINION

We have audited the accompanying standalone financial statements of Uno Minda Limited (Formerly known as Minda Industries Limited) ("the Companyâ), which comprise the Balance sheet as at March 31 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

("the Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit including other comprehensive income, its cash flows and the changes in equity 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 (SAs), as 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 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 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.

Key audit matters

How our audit addressed the key audit matter

Revenue recognition for sale of goods (as described in Note 2.14 and 20 of the Standalone Financial Statements)

Revenue from sale of goods is recognized upon the transfer of control of the goods sold to the customer. The Company uses a variety of shipment terms across its operating markets, and this has an impact on the timing of revenue recognition.

Revenue is measured by the Company at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services from its customers and in determining the transaction price for the sale of products, the Company considers the effects of various factors such as volume-based discounts, price adjustments to be passed on and/or recovered to/from the customers based on various parameters like negotiations based on savings on materials/ rising cost of materials, rebates etc provided to the customers.

Our audit procedures included the following:

â¢ We evaluated the Company''s accounting policies pertaining to revenue recognition in terms of Ind AS 115 - Revenue from Contracts with Customers.

â¢ We performed test of controls of management''s process of recognizing the revenue from sales of goods with regard to the timing of the revenue recognition as per the sales terms with the customers and management''s process and the assumptions used in calculation of price variations.

â¢ We performed audit procedures on a representative sample of the sales transactions to test whether the revenues and related trade receivables are recorded taking into consideration the terms and conditions of

Key audit matters	How our audit addressed the key audit matter
The Company''s business requires passing on or recovery of price variations to/from the customers for the sales made by the Company. The Company at the year end, has provided for/ accrued such price variations to be passed on and/or recovered to/from such customers. There is a risk that revenue could be recognized at incorrect amount on account of the significant judgement and estimate involved in calculation of price variations to be recorded as at the year end and in the incorrect period on account for sales transactions occurring on and around the year end. Therefore, revenue recognition has been identified as a key audit matter.	the sale orders, including the shipping terms. Also, tested, on sample basis, debit/ credit notes in respect of agreed price variations passed on to the customers. â¢ We performed audit procedures relating to revenue recognition by agreeing deliveries occurring around the year end to supporting documentation to establish that sales and corresponding trade receivables are properly recorded in the correct period. â¢ â¢ We tested completeness, arithmetical accuracy and validity of the data used in the computation of price adjustments as per customer contracts and tested, on sample basis, credit notes issued and payment made as per customer contracts / agreed price negotiations; â¢ We assessed the adequacy of revenue related disclosures in the Standalone Financial Statements.
Assessment of imoairment of Goodwill and investments in subsidiaries, associates and ioint ventures (as described
in Note 5 and 7(A) of the standalone financial statements)
As at March 31, 2023, the Standalone Financial Statements includes Goodwill of Rs. 31.39 crores and investments in subsidiaries, associates and joint ventures having carrying value of Rs 1,368.43 crores as at March 31, 2023. In accordance with Indian Accounting Standards (Ind-AS) -36 ''Impairment of Assets'', the management has performed impairment testing of goodwill and investments in subsidiaries, joint ventures and associates, where there are indicator of impairment using a discounted cash flow model. The impairment test model used by management factors sensitivity testing of key assumptions. The impairment test of investments in subsidiaries, joint ventures, associates, and goodwill is considered as significant accounting judgement and estimate and a key audit matter because the assumptions on which the tests are based are highly judgmental and are affected by future market and economic conditions which are inherently uncertain, and materiality of the balances to the Standalone Financial Statements as a whole.	Our audit procedures among others included the following: (a) We obtained an understanding of the process and tested the operating effectiveness of internal controls over the impairment assessment process and preparation of the cash flow forecast based on assumptions and inputs to the model used to estimate the future cash flows. (b) We assessed the Company''s methodology applied in determining the CGU to which these assets are allocated. (c) We assessed the reasonableness of key assumptions used in the cash flow forecasts including discount rates, expected growth rates and terminal growth rates. (d) We compared the cash flow forecasts used in impairment testing to approved budget and other relevant market and economic information, as well as testing the underlying calculations. (e) We discussed the potential changes in key assumptions as compared to previous year to evaluate whether the inputs and assumptions used in the cash flow forecasts were suitable. (f) We obtained the management testing of impairment and discussed the assumptions and other factors used in the assessment. (g) We also involved specialist to assess the assumptions and methodology used by the management to determine the recoverable amount and also assessed the recoverable value headroom by performing sensitivity testing of key assumptions used. (h) We tested the arithmetical accuracy of the models. (i) We evaluated the adequacy of disclosures in the Standalone Financial Statements related to management''s assessment on the impairment tests and as required under Indian Accounting Standard (Ind-AS) -36 Impairment of Assets.

OTHER INFORMATION

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 such other information is materially inconsistent with the 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 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 financial position, financial performance including other comprehensive income, cash flows and changes in equity 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 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:

â¢ 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.

â¢ 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 financial statements in place and the operating effectiveness of such controls.

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

â¢ 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 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.

â¢ 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.

â¢ Obtain sufficient appropriate audit evidence regarding the financial statements of partnership firms to express an opinion on the standalone financial statements. For the partnership firms included in the standalone financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

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 March 31, 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.

OTHER MATTER

We did not audit the financial statement and other financial information in respect of 5 partnership firms, whose financial statements include the Company''s share of net profit of Rs. 44.01 crores for the year ended March 31, 2023 included in the accompanying standalone financial statements. The standalone financial statements and other financial information of the said partnership firms have been audited by other auditors, whose financial statements, other financial information and auditor''s reports have been furnished

to us by the management. Our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these partnership firms and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid partnership firms, is based solely on the reports of such other auditors. Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1â a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity 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 Companies (Indian Accounting Standards) Rules, 2015, as amended;

(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 with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2â to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to 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 29(A) to the standalone financial statements;

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

iii. There has been no delay in transferring amounts, 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 person(s) or entity(ies), including foreign entities ("Intermediariesâ), 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 Beneficiariesâ) or provide any guarantee, security or the like 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 person(s)

or entity(ies), including foreign entities ("Funding Partiesâ), 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 Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

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

As stated in note 13 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 01,2023, reporting under this clause is not applicable.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Vikas Mehra

Partner

Place: New Delhi Membership Number: 094421

Date: 18 May 2023 UDIN: 23094421BGYFUF3692

Mar 31, 2022

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Minda Industries Limited ("the Companyâ), which comprise the Balance sheet as at March 31 2022, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

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, as amended ("the Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, its

profits including other comprehensive income/(loss), its cash flows and the changes in equity for the year ended on that date.

Basis for 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 financial year ended March 31, 2022. 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 our audit addressed the key audit matter
(a) Revenue recognition for sale of goods (as described in Note 2.14 and 18 of the standalone financial statements)

Revenue from sale of goods is recognized upon the transfer of control of the goods sold to the customer. The Company uses a variety of shipment terms across its operating markets and this has an impact on the timing of revenue recognition. Revenue is measured by the Company at the fair value of consideration received/ receivable from its customers and in determining the transaction price for the sale of products, the Company considers the effects of various factors such as volume-based discounts, price adjustments to be passed on to the customers based on various parameters like negotiations based on savings on materials/ share of business, rebates etc provided to the customers. The Company''s business also requires passing on price variations to the customer for the sales made by the Company. The Company at the year end, has provided for such price variations to be passed on to the customer.	Our audit procedures included the following: â¢ We evaluated the Company''s accounting policies pertaining to revenue recognition in terms of Ind AS 115 - Revenue from Contracts with Customers. â¢ We performed test of controls of management''s process of recognizing the revenue from sales of goods with regard to the timing of the revenue recognition as per the sales terms with the customers and management''s process and the assumptions used in calculation of price variations. â¢ We performed audit procedures on a representative sample of the sales transactions to test that the revenues and related trade receivables are recorded taking into consideration the terms and conditions of the sale orders, including the shipping terms. Also, tested, on sample basis, debit/ credit notes in respect of agreed price variations passed on to the customers.

Key audit matters	How our audit addressed the key audit matter
There is a risk that revenue could be recognized at incorrect amount on account of the significant judgement and estimate involved in calculation of price variations to be recorded as at the year end and in the incorrect period on account for sales transactions occurring on and around the year end. Therefore, revenue recognition has been identified as a key audit matter.	â¢ We performed audit procedures relating to revenue recognition by agreeing deliveries occurring around the year end to supporting documentation to establish that sales and corresponding trade receivables are properly recorded in the correct period. â¢ We tested completeness, arithmetical accuracy and validity of the data used in the computation of price adjustments as per customer contracts and tested, on sample basis, credit notes issued and payment made as per customer contracts / agreed price negotiations; â¢ We assessed the adequacy of revenue related disclosures in the standalone financial statements.
Assessment of imoairment of Goodwill and investments in subsidiaries, associates and joint ventures (as described in Note 5 and 6
of the standalone financial statements)
As at March 31, 2022, the standalone financial statements includes Goodwill of Rs. 31.39 crores and investments in subsidiaries, associates and joint ventures valued at cost less impairment (wherever applicable) having carrying value of Rs 1,194.10 crores as at March 31, 2022. The Company has identified investments where indicators of impairment exists and performed an impairment assessment on those investments and goodwill as at March 31, 2022. In accordance with Indian Accounting Standards (Ind-AS) -36 ''Impairment of Assets'', the management has performed impairment testing of goodwill and investments in subsidiaries, joint ventures and associates to the underlying cash generating unit (CGU) and tested these for annual impairment using a discounted cash flow model. The impairment test model used by management factors impact of COVID-19 and also includes sensitivity testing of key assumptions. The impairment test of investments in subsidiaries, joint ventures, associates, and goodwill is considered as significant accounting judgement and estimate and a key audit matter because the assumptions on which the tests are based are highly judgmental and are affected by future market and economic conditions which are inherently uncertain, and materiality of the balances to the standalone financial statements as a whole.	Our audit procedures among others included the following: (a) We obtained an understanding of the process and tested the operating effectiveness of internal controls over the impairment assessment process and preparation of the cash flow forecast based on assumptions and inputs to the model used to estimate the future cash flows. (b) We assessed the Company''s methodology applied in determining the CGU to which these assets are allocated. (c) We assessed the reasonableness of key assumptions used in the cash flow forecasts including discount rates, expected growth rates and terminal growth rates. (d) We compared the cash flow forecasts used in impairment testing to approved budget and other relevant market and economic information, as well as testing the underlying calculations. (e) We discussed the potential changes in key assumptions as compared to previous year to evaluate whether the inputs and assumptions used in the cash flow forecasts were suitable. (f) We obtained the management testing of impairment and discussed the assumptions and other factors used in the assessment. (g) We also involved specialist to assess the assumptions and methodology used by the management to determine the recoverable amount and also assessed the recoverable value headroom by performing sensitivity testing of key assumptions used. (h) We tested the arithmetical accuracy of the models. (i) We evaluated the adequacy of disclosures in the standalone financial statements related to management''s assessment on the impairment tests and as required under Indian Accounting Standard (Ind-AS) -36 Impairment of Assets.

Key audit matters

How our audit addressed the key audit matter

Intangibles assets capitalized or under development (as described in Note 5 of the standalone financial statements)

The Company has various technical know-how projects capitalized or under development. Initial recognition of the expenditure under these projects are based on assessing each project in relation to specific recognition criteria that needs to be met for capitalization.

In addition, the management also assess indication of impairment of the carrying value of assets which requires management judgment and assumptions as affected by future market or economic developments.

Due to the materiality of these intangible assets recognized and the level of management judgement involved, initial recognition and measurement of intangible assets has been considered as a key audit matter.

Our audit procedures included the following:

a) We assessed the Company''s research and development expenditure accounting policies in relation to Ind AS 38 "Intangible Assetsâ.

b) We performed test of control over management process of identifying and capitalizing the development expenditure in accordance with the accounting principles of capitalization of expenditure on intangible assets as per Ind AS 38 such as technical feasibility of the project, intention and ability to complete the intangible asset and ability to use or sell the asset, generation of future economic benefits and the ability to measure reliably the expenditure attributable to the intangible asset during its development.

c) We performed test of details of development expenditure capitalized by evaluating the key assumptions including the authorization of the stage of the project in the development phase, the accuracy of costs included and assessing the useful economic life attributed to the asset and possible effect of Covid-19 impact on such capitalization In addition, we considered whether any indicators of impairment were present by understanding the business rationale for projects.

d) We assessed the adequacy of disclosure relating to research and development expenditure in the standalone financial statements

Other Information

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 such other information is materially inconsistent with the 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 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 and presentation of these standalone financial statements in terms of the requirements of the Act that give a true and fair view of the standalone financial position, standalone financial performance including other comprehensive income, standalone cash flows and standalone changes in equity 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and

prudent; and the 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 Responsibilities for the Audit of the Standalone Financial Statements