We have audited the accompanying Financial
Statements of Divgi TorqTransfer Systems Limited

(Formerly known as Divgi TorqTransfer Systems Private
Limited) ("the Company"), which comprise the Balance
Sheet as at March 31, 2025, the Statement of Profit
and Loss including Other Comprehensive Income, the
Statement of Cash Flows and the Statement of Changes
in Equity for the year then ended, and a summary of
material accounting policies and other explanatory
information (hereinafter referred to as "the 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
with the 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 March 31,2025, its profit and total comprehensive
income, its changes in equity and its cash flows 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
specified under Section 143(10) of the Act (SAs). Our
responsibilities under those Standards are further
described in the Auditors' 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 ("the 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 made thereunder, and we have
fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI's Code of Ethics.
We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our
audit opinion on the Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment and based on consideration of
the reports of other auditors, 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..

Information other than the Financial
Statements and Auditors' Report thereon

The Company's Board of Directors is responsible for the
other information. The other information comprises the
Directors' Report and the related annexures, but does
not include the Financial Statements and our Auditors'
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 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
income, cash flows and changes in equity of the
Company in accordance with the 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 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.

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.

The Board of Directors are also responsible for
overseeing the Company's financial reporting process.

Auditors' 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 auditors' 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 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:

Ý 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 controls.

Ý Obtain an understanding of internal financial
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 system in place and the
operating effectiveness of such controls.

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

Ý Conclude on the appropriateness ofmanagement'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 auditors'
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 auditors' report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

Ý Evaluate the overall presentation, structure and
contents 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.

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
controls 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.

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 and on the basis of such
checks of the books and records of the Company
as we considered appropriate and according to
the information and explanations given to us, we
give in Annexure B, a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

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 Other Comprehensive
Income, the Statement of Changes in Equity
and the Statement of Cash Flows dealt with
by this report are in agreement with the
books of account.

(d) In our opinion, the aforesaid Financial
Statements comply with the Accounting
Standards specified under Section 133 of
the Act.

(e) On the basis of the written representations
received from the directors as on March
31, 2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 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 and the
operating effectiveness of such controls, refer
to our separate report in Annexure A. Our
report expresses an unmodified opinion on
the adequacy and operating effectiveness of
the Company's internal financial controls with
reference to Financial Statements.

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

(h) With respect to the other matters to be
included in the Auditors' Report in accordance
with the requirements of 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 37 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 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 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, 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;

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

(v) The dividend declared/paid/declared
and paid during the year by the
Company is in compliance with Section
123 of the Act.

(vi) Based on our examination which
included test checks, the Company
has used an 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.
Further, during the course of our audit,
we did not come across any instance
of audit trail feature being tampered

with. Additionally, the audit trail has
been preserved by the Company as
per the statutory requirements for
record retention.

For B. K. Khare & Co.

Chartered Accountants
Firm Registration No. 105102W

Amit Mahadik

Partner

Place: Pune Membership No. 125657

Date: May 30, 2025 UDIN: 25125657BMLXTN5140