We have audited the accompanying Standalone financial
statements of Talbros Automotive Components 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 for Cash Flows for the year ended on that
date, and notes to the financial statement including a summary
of material accounting policies and other explanatory
information (hereinafter referred to as the “standalone financial
statements”).

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid Standalone
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 the
affairs of the Company as at March 31, 2025, its profit and 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 standalone financial statements
in accordance with the Standards on Auditing (SAs) 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 (ICAI) together with the
independence requirements that are relevant to our audit
of the standalone 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 we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the
standalone 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 standalone
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 the matter described below to
be the key audit matter to be communicated in our report.

Responsibilities of Management and Those Charged with
Governance for the Standalone 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 Standalone financial statements that
give a true and fair view of the financial position, financial
performance, total comprehensive income, cash flows and
changes in equity of the Company in accordance with the Ind
AS 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 Standalone financial statements that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements, the Board of
Directors and management 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 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 responsible for overseeing the
company’s financial reporting process.

Auditor’s Responsibilities for the Audit of Standalone
Financial Statements

Our Objectives are to obtain reasonable assurance about
whether the standalone 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
decision of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
profession al judg ment and main tain professional skepticism
throughout the audit. We also:

- I dentify 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 to 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 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 material
uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the
standalone 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 standalone financial statements, including the
disclosures, and whether the standalone 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 standalone 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 Section 143 (3) of the Act, based on our

audit 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 the 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 Cash Flows and the Statement of
Changes in Equity dealt with by this Report are in
agreement with the relevant books of account.

(d) I n our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
Section 133 of the Act, read with relevant rules
issued there under.

(e) On the basis of the written representations received
as on March 31, 2025, taken on record by the Board
of Directors, none of the directors are 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 over the financial reporting of the Company
and the operating effectiveness of such controls,
refer to our separate Report in “Annexure A” which
is based on the auditor’s report of the company.
Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the
Company’s internal financial controls over financial
reporting.

(g) With respect to the other matters to be included
in the Auditor’s report in accordance with the
requirements of section 197(16) of the Act, as
amended:

I n our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its directors
during the year is in accordance with the provisions
of section 197 of 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,
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
standalone financial statements. Refer to Note
39 to the standalone 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
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 (which are material either
individually or in the aggregate) have
been ad vanced 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 Intermediary shall, whether,
directly or ind irectly 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 (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 reason able an d
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) As stated in Note 37(B) to the standalone

financial statements:

(a) The final dividend proposed in the
previous year, declared, and paid by
the Company during the year is in
accordance with Section 123 of the Act,
as applicable;

(b) The interim dividend declared and paid
by the Company during the year complies
with Section 123;

(c) The Board of Directors of the Company
h ave proposed a final divid end for the
year which is subject to the approval
of the members at the ensuing Annual
General Meeting. The amount of dividend
proposed is in accordance with section
123 of the Act, as applicable.

(vi) Based on our examination, which included
test checks, the Company has used three
accounting software namely Oracle Platform-
based ERP Software, Integral Infogen
Technology Private Limited (ERP 10 G) and
SAP business One for maintaining its books of
account at different locations for the financial
year ended March 31, 2025.

(a) Oracle Platform-based ERP software has
a feature of recording audit trail (edit log)
facility and the same has operated from
1st April 2024 till 31st August 2024 for
all relevant transactions recorded in the
software.

(b) SAP Business One software has a
feature of recording an audit trail (edit
log) facility, and the same has operated
from 1st September 2024 the same has
subsequently operated throughout the
year for all relevant transactions recorded
in the software.

(c) Integral Infogen Technology Private
Limited (ERP 10 G) software 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 Finance module of the
software.

Further, during our audit, we did not come
across any instance of the audit trail feature
being tampered with. Further, the audit trail
has been preserved by the company as per
the statutory requirements for record retention.

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.

For J. C. Bhalla & Co.

Chartered Accountants
Firm’s Registration No. 001111N

(Piyush Tripathi)

Partner

Place : Gurugram Membership No. 524288

Dated: May 26, 2025 UDIN: 25524288BMHXQH5885