We have audited the accompanying standalone financial statements of Federal-Mogul Goetze (India) Limited (the"Company"), which comprise the Standalone Balance Sheet as at 31 March 2025, and the Standalone Statement of Profit andLoss (including Other Comprehensive Income), the Standalone Statement of Cash Flows and the Standalone Statement ofChanges in Equity for the year ended on that date, and notes to the standalone financial statements, including q summary ofmaterial 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 standalonefinancial statements give the information required by the Companies Act, 201 3 (the "Act*) in the manner so required ond give atrue and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, {"Ind AS*) andother accounting principles generally accepted in Indio, of the state of affairs of the Company as at 31 March 2025, and its profit,total comprehensive income, its cash flowsand 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 ("SA"s) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilityfor the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordancewith the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAt") together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules madethereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAl’s Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion onthe standalone financial statements.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalonefinancial statements of the current period. These matters were addressed in the context of our audit of the standalone financialstatements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We havedetermined the matter described below to be the key audit matter to be communicated in our report.
Key audit matter
Audito r's Response
Provisions and Contingencies relating to
Principal audit procedures performed included the following:
litigations
Our audit procedures in relation to provisions and contingent
The Company is involved in certain claims/matters
liabilities relating to litigations, included, but were not limited to, the
relating to direct taxes, indirect taxes, labour laws and
following:
environmental, health and safety {'litigations') that arepending with various authorities and courts in India.
1. Obtained an understanding of the management process for: -
• identification of litigations initiated against the Company
The Company has recognised provisions aggregating(? 557.53 lacs and disclosed contingent liabilities of
and completeness thereof;
T 10,404.13 Jacs related to these litigations as at
• assessment of accounting treatment for income tax matters
31 March 2025 in the standalone financial statements.
under accounting principles of Ind AS 12- Income Taxes andother matters under Ind AS 37 - Provisions, Contingent
Whether a claim against the Company is recognised as
Liabilities and Contingent Assets; and measurement of
a provision or disclosed as a contingent liability in thestandalone financial statements is inherently
amounts involved.
judgmental and dependent on certain assumptions
2. Evaluating the design and testing the operating effectiveness of
and management assessment. These include
key controls around the above process.
assumptions relati ng to the likelihood and/or timing of
3. Test of details including, butwero not limited io, the following:
♦ho cash outflows and the interpretation of applicable
• Obtained an understanding of the nature of litigations
rules and regulations.
pending against the Company and discussed the key
The amounts involved are potentially significant and
developments during the year with the management.
due to the range of possible outcomes and
Ý Carried out procedures to test the completeness and
considerable uncertainty around these litigations, the
accuracy of these matters by reconciling the same with
determination of the need for recording o provision or
details as per independent confirmations obtained, review of
disclosure as contingent liability in the standalone
legal and professional expenses, verifying the underlying
financial statements is inherently subjective/
documents including correspondence during the period and
judgmental and therefore is considered to be a key
also by reconciling the amount of provisions/contingent
audit matter in the current year.
liabilities with amounts disclosed in the standalone financialstatements.
Refer Note 2.3(s) "Provisions, Contingent liabilities andcontingent assets* for accounting policies, Note 2.3(w)'Provisions and Contingencies' under the head "Keysources of estimation uncertainty", Note 13(H)"Provisions" and Note 42 for disclosure in respect ofprovisions relating to litigations, and Note 36 in respectof details of Contingent liabilities in the standalonefinancial statements.
• Assessed the Company's assumptions and estimates inrespect of litigations, including the liabilities or provisionsrecognised or contingent liabilities disclosed in thestandalone financial statements. This involves assessing theprobability of an unfavourable outcome of a givenproceeding and the reliability of estimates of relatedamounts;
• For cases represented by the consultants or legal counsels,reviewed response obtained as above or through legaladvice obtained by the management to ensure that theconclusions reached by the management are supported bysufficient legal rationale and adequate information isavailable with the management io determine theappropriate accounting treatment of such cases in thestandalone financial statements;
• Involved relevant tax specialists, where necessary, to assessthe Company's interpretation and application of relevant taxlaws to evaluate the appropriateness of key assumptionsused and the reasonableness of estimates in relation touncertain tax positions, taking into account post precedents.
• Evaluated the appropriateness of disclosures made relatingto provisions and contingent liabilities in terms of theapplicable Ind AS.
• The Company's Board of Directors is responsible forthe other information. The other information comprises the informationincluded in the Director's report including Annexures to Director's report, but does not include the consolidated financialstatements, 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 ofassurance conclusion thereon.
• In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, indoing so, consider whether the other information is materially inconsistent with the standalone financial statements or ourknowledge obtained during the course of our audit or otherwise appears to be materially misstated.
• If, based on the work we have performed, we concludethat there is a material misstatement of this other information, we arerequired to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Board of Directors forthe Standalone Financial Statements
The Company's Board of Directors i$ responsible for the matters stated in section 134(5) of the Act with respect to thepreparation of these standalone financial statements that give a true and fair view of the financial position, financialperformance including other comprehensive income, cash flows and changes in equity of the Company in accordance with theaccounting principles generally accepted in India, including Ind AS specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assetsof the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a trueand fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors ore responsible far assessing theCompany's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, orhas no realistic alternative but to do so.
The Company's Board of Directors is also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibility forthe Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually orin the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
standalone financial statements.
As port of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughoutthe audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for oneresulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or th© override ofinternal control.
• Obtain on understanding of interna! financial controls relevant to the audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)$ of the Act, we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to standalone financial statements in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures mad® bythe management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to drawattention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, andwhether the standalone financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes itprobable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and inevaluating the results of our work; and (it) to evaluate the effect of any identified misstatements in the standalone financialstatements.
We communicate with those charged with governance regarding, among other matters, the planned scope and liming of th®audit and significant audit findings, including any significant deficiencies in internal financial controls that we identify during ouraudit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thought tobear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of mostsignificance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. Wedescribe those matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Reporton Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all th® information and explanations which to the best of our knowledge and belief werenecessary 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 ourexamination of those books, except for not keeping backup on a daily basis of such books of account maintained inelectronic mode in a server physically located in India {Refer Note 48 (i) to the standalone financial statements} and notcomplying with the requirement of audit trail as stated in (i){vi) below.
c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income,the Standalone Statement of Cash Flows and Standalone Statement of Changes in Equity dealt with by this Report arc inagreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 1 33 of theAct.
e) On the basis of the written representations received from the directors as on 31 March 2025 taken on record by th®Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director interms of Section 164(2) of the Act.
f) The modifications relating io the maintenance of accountsand other matters connected therewith, are as stated inparagraph (b) above.
g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our reportexpresses an unmodified opinion on th® adequacy and operating effectiveness of the Company's internal financialcontrols with reference to standalone financial statements .
h) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section197(16) of the Act, as amended,
in our opinion and to the best of our information and according to the explanations given to us, the remuneration paidby the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies(Audit and Auditors} Rules, 2014, as amended in our opinion and to the best of our information and according to theexplanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financialstatements - Refer Note 13(ii) and 36 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses- Refer Note 48(n) to the standalone financial statements.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by theCompany - Refer Note 48(k) to the standalone financial statements;.
iv. (a} The Management has represented that , to the best of its knowledge and belief, as disclosed in the Note 49(1) to
the standalone financial statements no funds have boon advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company to or in any otherperson(s) or entityfies), including foreign entities ("intermediaries"), with the understanding, whetherrecorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the Company ("UltimateBeneficiaries") or provideany guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) Th® Management has represented, that, to the best of its knowledge and belief, as disclosed in the Note 49 (m)
to the standalone financial statements, no funds have been received by the Company from any person(s) orentity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writingor otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identifiedin any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide anyguarantee, security or th® like on behalf of th® Ultimate Beneficiaries.
(c) Based on th® audit procedures performed that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representations undersub-clause (i) and (ii) of Rule 11 (e), as provided under {a} and (b) above, contain any material misstatement.
v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for theyear.
vi. Based on our examination, which included test checks, the Company has used accounting software formaintaining its books of account for the financial year ended 31 March 2025 which have the feature of recordingaudit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded inthe software except that: (a) audit trail feature is not enabled for certain changes made using privileged/administrative access rights, and (b) the feature of recording audit trail (edit log) facility was not enabled at thedatabase level to log any direct data changes {Refer Note 48{p) to the standalone financial statements}Consequently, we are unable to comment whether there were any instances of the audit trail feature beingtampered with.
Additionally, the audit trail that was enabled and operated forth® year ended 31 March 2024, has been preservedby the Company as per the statutory requirements for record retention, as stated in Note 49(p) to the standalonefinancial statements.
2. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government in terms of
Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
Chartered Accountants(Firm's Registration No.
117366W/W-100018)
Partner
Place: Gurugram (Membership No. 104337)
Date: 28 May, 2025 (UDIN: 25104337BMOYII4284)