1. We have audited the accompanying financial statements of SML Isuzu Limited (‘the Company’), which comprise the
Balance Sheet as at 31 March 2025, the Statement of Profit and Loss (including Other Comprehensive Income/
Loss), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the
financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
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 (‘Ind AS’) specified under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit (including other
comprehensive income/ loss), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing 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
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 financial statements under the provisions of the Act and the rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.

5. We have determined the matter described below to be the key audit matter to be communicated in our report.

Information other than the Financial Statements and Auditor's Report thereon

6. The Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the financial statements and our auditor’s report
thereon. The Annual Report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the 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 financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

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

7. The accompanying financial statements have been approved by the Company’s Board of Directors. The
Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the
preparation and presentation of these financial statements that give a true and fair view of the financial position,
financial performance including other comprehensive income/ loss, changes in equity and cash flows of the
Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles
generally accepted in India. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue 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 Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise

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

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

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

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

• Conclude on the appropriateness of Board of Directors’ 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; and

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

12. 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.

13. 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.

14. From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to
its directors during the year in in accordance with the provisions of and limits laid down under section 197 read with
Schedule V to the Act.

16. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of
India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, 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 purpose of our audit of the accompanying financial statements;

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. Further, the back-up of the books of accounts and other books and papers
of the Company maintained in electronic mode has been maintained on servers physically located in India, on a
daily basis;

c) The financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with IndAS specified under section 133 of the Act;

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

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the
Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate report in
Annexure II wherein we have expressed unmodified opinion; and

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

i. The Company, as detailed in note 31 to the financial statements, has disclosed the impact of pending
litigations on its financial position as at 31 March 2025;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses as at 31 March 2025;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company during the year ended 31 March 2025;

iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 48(a)

to the financial statements, no funds have been advanced or loaned or invested (either from borrowed
funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or
entities, including foreign entities (‘the intermediaries’), with the understanding, whether recorded in
writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate
Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 48(b)
to the financial statements, no funds have been received by the Company from any persons or entities,
including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

v. The final dividend paid by the Company during the year ended 31 March 2025 in respect of such dividend
declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of
dividend.

As stated in note 43 to the accompanying financial statements, the Board of Directors of the Company have
proposed final dividend for the year ended 31 March 2025 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 stated in Note 40 to the financial statements and based on our examination which included test checks, the
Company, in respect of financial year commencing on 1 April 2024, has used accounting software for
maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same
have been operated throughout the year for all relevant transactions recorded in the software. Further, during
the course of our audit we did not come across any instance of audit trail feature being tampered with.
Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record
retention from the date the audit trail was enabled for the accounting software.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Sandeep Mehta

Partner

Membership No.: 099410

UDIN: 25099410BMTCXV6276

Place: Chandigarh

Date: 30 May 2025