We have audited the Ind AS financial statements of Automobile Products of India Limited ("the Company"),
which comprise the balance sheet as at March 31, 2024, and the statement of Profit and Loss (including other
comprehensive income), statement of changes in equity and statement of cash flows for the year ended 31^st March
2024, and notes to the financial statements, including a summary of material accounting policies and other
explanatory information. (herein referred to as "financial statements").

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 Indian Accounting Standards prescribed under section 133 of
the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other
accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2024, and
Loss, (Financial performance including other comprehensive income), its cash flow and changes in equity for the
year ended 31^st March 2024..

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of
the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's
Responsibilities for the Audit of the Ind AS 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 Ind AS financial statements under the provisions
of the Companies Act, 2013 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.

Material Uncertainty Related to Going Concern

Attention is invited to Note No. 31 in the financial statements which indicate that the Company has incurred losses
during the previous years, the Company has accumulated losses, and its net worth has been fully eroded. These
conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's
ability to continue as a going concern. However, the financial statements of the Company have been prepared on
a going concern basis for the reasons stated in the said note as the Holding Company has assured to arrange the
required financial support. Our opinion is not modified in respect of these matters.

Other Matter

The Financial Statements of the Company for the year ended March 31, 2023, have been audited by the
predecessor Auditors, S G C O & Co. LLP, Chartered Accountants who had expressed an unmodified opinion
on those Financial statements. vide their audit report dated May 29, 2023. The figures for the year ended March
31, 2023, are based on those 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 Ind AS 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. During the course of our audit, we have determined that there are no key audit matters to
communicate in our report except for the matter described in the Material Uncertainty Related to Going Concern
section.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the
information included in the management discussion and analysis Board's Report, Report on Corporate governance
and Business Responsibility report but does not included in the financial statements and our auditor's report
thereon.

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 and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on
the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

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

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act,
2013 with respect to the preparation of these Ind AS financial statements that give a true and fair view of the
financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the accounting Standards specified under section
133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding 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 Ind AS financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS 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 Financial Statements

1. 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 SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also
responsible for expressing our opinion on whether the company has adequate internal financial controls
system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor's report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's report. However,
future events or conditions may cause the Company to cease to continue as a going concern.

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

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

3. 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.

4. 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.

5. 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

1. As required by the Companies (Auditor's Report) Order, 2020 (‘the Order'), issued by the Central Government
of India in exercise of powers conferred by sub-section 11 of section 143 of the Act, we enclose in "Annexure A”,
a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by sub-section 3 of Section 143 of the Act, we report that:

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books except for the matter stated in paragraph g (v) below.

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the
Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement
with the books of account.

d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards
specified under Section 133 of the Act, read with relevant rules issued thereunder.

e) The matter described under the Material Uncertainty Related to Going Concern paragraph above, in our
opinion, may not have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the Directors as on 31^st March 2024 and taken on
record by the Board of Directors, none of the Directors are disqualified as on 31^st March 2024, from being
appointed as a Director, in terms of sub-section (2) of Section 164 of the Act;

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our separate report in "Annexure B”;

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

i. The Company has disclosed pending litigations which would impact its financial position- Refer Note
23 to the Ind AS financial statements.

ii. The company did not have any long-term contracts including derivative contracts. Hence the question
of any material foreseeable losses does not arise.

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to or
in any other person or entity, including foreign entity ("Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) have been received by the Company from any
person or entity, including foreign entity ("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;

(c) Based on the audit procedures 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 sub-clause (i) and (ii) of Rule 11(e) of the said Rules, as provided under (a) and (b) above,
contain any material misstatement.

v. Since The Company has not declared / paid any dividend during the year, Section 123 of the Act is
not applicable.

vi. Based on our examination, which include test checks, the company has used accounting software for
maintaining its books of accounts for the financial year ended March 31, 2024, which does not the
feature of recording audit trail (edit log) facility and the same has not operated throughout the year for
all relevant transaction recorded in software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit
trail as per the statutory requirements for record retention is not applicable for the financial year ended
March 31, 2024.

3. In our opinion and according to the information and explanations given to us, the Company has not paid/provided
for any managerial remuneration, accordingly the provisions of Section 197 read with Schedule V to the Act are
not applicable to the Company

For C A S & Co

Chartered Accountants
Firm Reg. No 111075W

Sajjan Kanodia

Partner

Membership No. 048047 Place: Mumbai

UDIN: 24048047BKDHIN3800 Date: 29^th May 2024