We have audited the financial statements of Tata Elxsi
Limited (the "Company”) which comprise the balance
sheet as at 31 March 2025, and the statement of profit
and loss (including other comprehensive income),
statement of changes in equity and statement of
cash flows for the year then ended, and notes to the
financial statements, including material 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 financial statements give the information
required by the Companies Act, 2013 ("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 31 March, 2025 and its profit and
other comprehensive loss, changes in equity and its
cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibilities under
those SAs 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 opinion on the 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 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.

OTHER INFORMATION

The Company’s Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in
the Company’s annual report, but does not include
the financial statements and auditor’s report thereon.
The Company’s 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 will 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 and take necessary actions,
as applicable under the relevant laws and regulations.

MANAGEMENT’S AND BOARD OF DIRECTORS
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

The Company’s Management and Board of Directors
are 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 state of affairs, profit/ loss and other
comprehensive loss, changes in equity and cash flows
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. 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.

In preparing the financial statements, the
Management and Board of Directors are 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.
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

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 the Management and Board of Directors.

• Conclude on the appropriateness of the
Management and Board of Directors use of the
going concern basis of accounting in preparation
of financial statements 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.

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 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 terms of Section 143(11) of
the Act, we give in the "Annexure A” a statement
on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.

2 A. 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 except
for the matters stated in the paragraph
2B(f) below on reporting under Rule
11(g) of the Companies (Audit and
Auditors) Rules, 2014.

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. I n our opinion, the aforesaid financial
statements comply with the Ind AS
specified under Section 133 of the Act.

e. On the basis of the written
representations received from the
directors as on 01 April 2025 to 06 April
2025 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. The reservation relating to the
maintenance of accounts and other
matters connected therewith are as
stated in the paragraph 2A(b) above
on reporting under Section 143(3)
(b) of the Act and paragraph [2B(f)]
below on reporting under Rule 11(g) of
the Companies (Audit and Auditors)
Rules, 2014.

g. 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 B”.

B. 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:

a. The Company has disclosed the impact
of pending litigations as at 31 March,
2025 on its financial position in its

financial statements - Refer Note 33 to
the financial statements.

b. The Company did not have any long¬
term contracts including derivative
contracts for which there were any
material foreseeable losses.

c. There has been no delay in transferring
amounts to the Investor Education
and Protection Fund by the Company
during the year ended March 31, 2025
except for INR 2.67 lakhs due to legal
disputes with regard to ownership that
have remain unresolved.

d (i) The management has represented
that, to the best of it’s knowledge
and belief, as disclosed in the Note
44 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 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.
(ii) The management has represented
that, to the best of it’s knowledge
and belief, as disclosed in the Note
44 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 directly or
indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Funding Parties ("Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
(iii) 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), as provided under (i)
and (ii) above, contain any material
misstatement.

e. 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 45 to the financial
statements, the Board of Directors
of the Company has 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.

f. Based on our examination which
included test checks, the Company has
used an accounting software which
is operated by a third party software
service provider for maintaining its
books of account which has a feature of
audit trail (edit log) facility and the same
has been operated during the period 01
April 2024 to 31 December 2024 for all
relevant transactions recorded in the
software except that the audit trail was