We have audited the financial statements of Bharat Seats Limited (“the Company”), which comprise the Balance
sheet as at March 31, 2026, 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
financial statements, including a summary of material accounting policies and other explanatory information in which
are included the returns for the year ended on that date audited by the branch auditor of the Company's branches
located at Japan .

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 auditor on separate financial statements and on the other financial information of the
branch, the aforesaid financial statements give the information required by the Companies Act, 2013, as amended
(“the Act”) 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 31,2026, 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 conducted our audit of the 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 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 financial statements.

Emphasis of Matter - Income Tax Search

We draw attention to Note 27 (A)(iv) of the financial statements which describes the uncertainty relating to outcome
of a search conducted by the Income Tax Department in an earlier year, under Section 132 of the Income Tax Act,
1961, at certain premises of the Company including manufacturing locations and residence of few of its employees/
key managerial personnel.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements for the financial year ended March 31,2026. 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. 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 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 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 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 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 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 the Management for the 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 financial statements that give a true and fair view of the financial position, financial performance
including other comprehensive loss, 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 financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the 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

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.

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 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 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.

• Obtain sufficient appropriate audit evidence regarding the financial statements/financial information of the branch to
express an opinion on the financial statements. We are responsible for the direction, supervision and performance
of the audit of the financial statements/financial information of the components which have been audited by us. For
the branch included in the 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 financial statements for the financial year ended March 31, 2026 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

We did not audit the financial statements and other financial information of one branch included in the accompanying
financial statements of the Company whose financial statements and other financial information reflect total assets of
Rs. 24.57 lakhs as at March 31, 2026 and the total revenues of Rs. NIL, total net loss after tax of Rs. 160.08 lakhs,
total comprehensive loss of Rs. 160.08 lakhs and net cash outflow of Rs. 7.10 lakhs for the year ended on that date.
The financial statements/information of the branch have been audited by the branch auditor whose reports have been
furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of the branch,
is based solely on the report of such branch auditor. Our opinion is not modified in respect of these matters.

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 terms of sub-section (11) of section 143 of the Act, based on our audit and on the consideration of report
of the branch auditors on separate financial statements and the other financial information of the branch, as noted
in the 'Other Matter' paragraph we give in the “Annexure 1” 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 and proper returns adequate for the purposes of our audit have
been received from the branch not visited by us except for the matters stated in the paragraph (k)vi below on
reporting under Rule 11(g);

(c) The report on the accounts of the branch office of the Company audited under Section 143(8) of the Act by
branch auditor have been sent to us and have been properly dealt with by us in preparing this report;

(d) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Loss,
the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with
the books of account and with the returns received from the branches not visited by us;

(e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(f) The matter described in Emphasis of Matter - Income tax search paragraph above, in our opinion, may have
an adverse effect on the functioning of the Company.

(g) On the basis of the written representations received from the directors as on March 31, 2026 taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as
a director in terms of Section 164 (2) of the Act;

(h) The modification relating to the maintenance of accounts and other matters connected therewith are as stated
in the paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph (k)vi below on reporting
under Rule 11(g)

(i) With respect to the adequacy of the internal financial controls with reference to financial statements and the
operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(j) In our opinion, the managerial remuneration for the year ended March 31, 2026 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.

(k) 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 financial
statements - Refer Note 27 (A) to the 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 38(o) to the 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(s) or entity(ies), including foreign entities (“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, as disclosed in the note
38(o) to the financial statements, no funds have been received by the Company from any person(s)
or entity(ies), including foreign entities (“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 the 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 sub-clause (a) and (b) of Rule 11(e) 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.

As stated in note 38(j) to the 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 accounting software for
maintaining its books of account which has a feature of recording audit trail (edit log) facility and the
same has operated for all relevant transactions recorded in the software except that the audit trail is
not enabled for direct changes to database using certain access rights, as described in note 38(k) to
the 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 accounting software where the audit trail has
been enabled.

Additionally, the audit trail of relevant prior years has been preserved by the company as per the statutory
requirements for record retention, to the extent it was enabled and recorded in those respective years, as
stated in note 38(k) to the financial statements

For S.R. Batliboi & Co. LLP

Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005

per Amit Chugh

Partner

Membership Number: 505224
UDIN: 26505224KVZWAA5238

Place of Signature: Gurugram
Date: May 06, 2026