We have audited the accompanying financial statements
of M/s TVS ELECTRONICS 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 Changes
in Equity and the Statement of Cash flows for the year
ended on that date and notes to the financial statements,
including 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 and its Loss, total
comprehensive income, changes in equity and its cash flows
for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind As Financial Statements in
accordance with the Standards on Auditing (“SA” s) 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 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 (“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 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 Ind As 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
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.
We have determined that there are no key audit matters to
be communicated in our report.

Other Information

The Company’s Management and Board of Directors is
responsible for the other information. The other information
comprises the Directors Report along with the annexures,
Corporate Social Responsibility Report and Corporate
Governance Report (but does not include the financial
statements and our auditor’s report thereon) which we
obtained prior to the date of this auditor’s report, and the
Chairman’s statement, the Managing Directors Message,
the Management Discussion and Analysis Report which is
expected to be made available to us after that date of this
audit report.

Our opinion on the Ind As 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 Ind As Financial
Statements, our responsibility is to read the other information
and, in doing so, consider whether such other information is
materially inconsistent with the Ind As 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.

Responsibility 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, changes in equity
and cash flows of the Company in accordance with the Ind AS
specified under section 133 of the Act and other 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 is also responsible for overseeing the
Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Financial
Statements

Our objectives are to obtain reasonable assurance about
whether the Ind As 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 Ind As
Financial Statements.

As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional skepticism
through the audit. We are 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 an 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 the 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 Ind As Financial Statements, including
the disclosures, and whether the Ind As 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 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 sub-section (11) of section 143 of
the Act, we give in the “Annexure A” 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
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
purpose 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 the Statement of Other
Comprehensive Income, the Cash Flow Statement
and 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 Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules,
2015, as amended.

e) On the basis of the written representations
received from the directors as on 1^st April 2025
to 25^th April 2025 taken on record by the Board
of Directors, none of the directors is disqualified
as on 31^st March 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 over financial reporting of the
Company with reference to these Ind As Financial
Statements and the operating effectiveness of
such controls, refer to our separate Report in
“Annexure B” to this report.

g) In our opinion, the managerial remuneration for
the year ended March 31,2025, has been paid 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 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 the impact of
pending litigations as on March 31, 2025,
on its financial position in it’s financial
statements. Refer Note 34 (i) 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 40 to the financial
statements, 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 I ntermediary
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 40 to the financial
statements ,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), as provided under
(a) and (b) above, contain any material
misstatement.

v. The final dividend proposed in the previous
financial year, and subsequently declared
and paid during the current year, has been
made in compliance with Section 123 of the
Companies Act, 2013, as applicable.

vi. Proviso to on our examination, which
included test checks, the Company has
used an accounting software for maintaining
its books of account for the financial year
ended March 31, 2025 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 the audit trail feature being tampered with
and the audit trail has been preserved by the
Company as per the statutory requirements
for record retention.

For Guru & Jana,

Chartered Accountants
Firm Registration No: 006826S

Heena Kauser A P
Partner

Membership No: 219971
UDIN: 25219971BMMHHN2010

Place: Bangalore
Date: May 17^th, 2025