We have audited the accompanying standalonefinancial statements of Tunwal E-Motors Limited(Formerly Known as Tunwal E-Motors PrivateLimited) ('the Company'), which comprise thebalance sheet as at 31 March 2025, the statement ofprofit and loss, the statement of cash flows for theyear then ended and a summary of the significantaccounting policies and other explanatoryinformation (herein after referred to as "standalonefinancial statements").
In our opinion and to the best of our informationand according to the explanations given to us, theaforesaid standalone financial statements give theinformation required by the Companies Act, 2013("the Act") in the manner so required and give atrue and fair view in conformity with the IndianAccounting Standards prescribed under section 133of the Act and other accounting principles generallyaccepted in India, of the state of affairs of theCompany as at 31 March 2025, the profit and itscash flows for the year ended on that date.
• Basis for Opinion
We conducted our audit of the standalone financialstatements in accordance with the Standards onAuditing specified under section 143(10) of the Act(SAs). Our responsibilities under those Standardsare further described in the Auditor's Responsibilityfor the Audit of the Standalone financial statementssection of our report. We are independent of theCompany in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalonefinancial statements under the provisions of the Actand the Rules made thereunder, and we havefulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI'sCode of Ethics. We believe that the audit evidenceobtained by us is sufficient and appropriate toprovide a basis for our audit opinion on thestandalone financial statements.
• Key Audit Matters
Key audit matters are those matters that, in ourprofessional judgment, were of most significance inour audit of the standalone financial statements ofthe current period. These matters were addressedin the context of our audit of the standalonefinancial statements as a whole, and in forming ouropinion thereon, and we do not provide a separateopinion on these matters. For each matter below,our description of how our audit addressed thematter is provided in that context.
We have determined the matters described belowto be the key audit matters to be communicated inour report. We have fulfilled the responsibilitiesdescribed in the Auditor's responsibilities for theaudit of the standalone financial statements sectionof our report, including in relation to these matters.Accordingly, our audit included the performance ofprocedures designed to respond to our assessmentof the risks of material misstatement of thestandalone financial statements. The results of ouraudit procedures, including the proceduresperformed to address the matters below, providethe basis for our audit opinion on theaccompanying standalone financial statements.
Key Audit Matters
How the matter was addressed inour audit
1) IPO Expenses
(Refer Note 2 and 39 ofthe Standalonefinancial statements) Inthe Current financialyear, the Companyinitiated its InitialPublic Offering andconsequently accruedShare Issue Expenses.The total offer expensesaggregating to ?1,152.29 lacs have beenutilised from SecuritiesPremium Account inaccordance withsection 52 of theCompanies Act, 2013.
Our audit procedures include thefollowing:
Obtained a detailedunderstanding of such ShareIssue Expenses from theManagement.
Verified all the supportingdocument related to IPO.Ensured proper accountingtreatment for writing off theabove-mentioned expenses asper section 52 of theCompanies Act, 2013
2) Revenue Recognition
Revenue is measurednet of returns,discounts and ratedifference on theCompany's sales.
Revenue is recognizedwhen the control of theunderlying productshas been transferred tothe customer. There is arisk of revenue beingoverstated due to fraudresulting from thepressure onmanagement to achieveperformance targets atthe reporting periodend.
Our audit procedures includedthe following:
Assessing the appropriatenessof the revenue recognitionaccounting policies, includingthose relating to sales returns,discounts and rate difference.Performing substantivetesting (including year- endcutoff testing) by selectingsamples of revenuetransactions recorded duringthe year by verifying theunderlying documents, whichincluded sales invoices/ e-invoice, etc.
For sample customers,obtained and assessed thearrangements with theCompany and impact onrevenue recognition includingtheir payment terms and rightto returns. • For samplecustomer balances, obtaineddirect confirmation and testedthe reconciliations, if any
The Company's board of directors is responsible forthe preparation of the other information. The otherinformation comprises the information included inthe Board's Report including Annexures to Board'sReport, Business Responsibility Report but does notinclude the standalone financial statements and ourauditor's report thereon.
Our opinion on the standalone financial statementsdoes not cover the other information and we do notexpress any form of assurance conclusion thereon.In connection with our audit of the standalonefinancial statements, our responsibility is to read theother information and, in doing so, considerwhether the other information is materiallyinconsistent with the standalone financialstatements or our knowledge obtained during thecourse of our audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, weconclude that there is a material misstatement ofthis other information, we are required to reportthat fact. We have nothing to report in this regard.
Responsibilities of Management for theStandalone Financial Statements
The Company's Board of Directors is responsible forthe matters stated in Section 134(5) of the Act withrespect to the preparation of these standalonefinancial statements that give a true and fair view ofthe standalone financial position, financialperformance and cash flows of the Company inaccordance with the accounting principles generallyaccepted in India, including the accountingstandards specified under section 133 of the Act.This responsibility also includes maintenance ofadequate accounting records in accordance with theprovisions of the Act for safeguarding the assets ofthe Companyand for preventing and detectingfrauds and other irregularities; selection andapplication of appropriate accounting policies;making judgments and estimates that arereasonable and prudent; and design,implementation and maintenance of adequateinternal financial controls, that were operatingeffectively for ensuring the accuracy andcompleteness of the accounting records,
relevant to the preparation and presentation of thestandalone financial statements that give a true andfair view and are free from material misstatement,whether due to fraud or error.
In preparing the standalone financial statements,management is responsible for assessing theCompany's ability to continue as a going concern,disclosing, as applicable, matters related to goingconcern and using the going concern basis ofaccounting unless management either intends toliquidate the Company or to cease operations, or hasno realistic alternative but to do so.
Those Board of Directors are also responsible foroverseeing the Company's financial reportingprocess.
Our objectives are to obtain reasonable assuranceabout whether the standalone financial statementsas a whole are free from material misstatement,whether due to fraud or error, and to issue anauditor's report that includes our opinion.Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted inaccordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if,individually or in the aggregate, they couldreasonably be expected to influence the economicdecisions of users taken on the basis of thesestandalone financial statements.
As part of an audit in accordance with SAs, weexercise professional judgment and maintainprofessional skepticism throughout the audit. Wealso:
• Identify and assess the risks of materialmisstatement of the standalone financialstatements, whether due to fraud or error, designand perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficientand appropriate to provide a basis for ouropinion. The risk of not detecting a materialmisstatement resulting from fraud is higher thanfor one resulting from error, as fraud may involvecollusion, forgery, intentional omissions,misrepresentations, or the override of internalcontrol.
• Obtain an understanding of internal control
relevant to the audit in order to design auditprocedures that are appropriate in the
circumstances. Under section 143(3)(i) of theCompanies Act, 2013, we are also responsible forexpressing our opinion on whether the companyhas adequate internal financial controls system inplace and the operating effectiveness of suchcontrols.
• Evaluate the appropriateness of accountingpolicies used and the reasonableness ofaccounting estimates and related disclosuresmade by management.
• Conclude on the appropriateness of
management's use of the going concern basis ofaccounting and, based on the audit evidenceobtained, whether a material uncertainty existsrelated to events or conditions that may castsignificant doubt on the Company's ability tocontinue as a going concern. If we conclude that amaterial uncertainty exists, we are required todraw attention in our auditor's report to therelated disclosures in the standalone financialstatements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date ofour auditor's report. However, future events orconditions may cause the Company to cease tocontinue as a going concern.
• Evaluate the overall presentation, structure andcontent of the standalone financial statements,including the disclosures, and whether thestandalone financial statements represent theunderlying transactions and events in a mannerthat achieves fair presentation.
We communicate with those charged withgovernance regarding, among other matters, theplanned scope and timing of the audit andsignificant audit findings, including any significantdeficiencies in internal control that we identifyduring our audit.
We also provide those charged with governancewith a statement that we have complied withrelevant ethical requirements regardingindependence, and to communicate with them allrelationships and other matters that may reasonablybe thought to bear on our independence, and whereapplicable, related safeguards.
From the matters communicated with those chargedwith governance, we determine those matters thatwere of most significance in the audit of thestandalone financial statements of the currentperiod and are therefore the key audit matters. Wedescribe these matters in our auditor's report unlesslaw or regulation precludes public disclosure aboutthe matter or when, in extremely rare circumstances,we determine that a matter should not becommunicated in our report because the adverseconsequences of doing so would reasonably beexpected to outweigh the public interest benefits ofsuch communication.
1. As required by the Companies (Auditor's Report)Order, 2020 ("the Order") issued by the CentralGovernment of India in terms of section 143(11) ofthe Act, we give in the 'Annexure A', a statementon the matters specified in paragraphs 3 and 4 ofthe 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 theinformation and explanations which to thebest of our knowledge and belief werenecessary for the purposes of our audit;
(b) In our opinion proper books of account asrequired by law have been kept by theCompany so far as it appears from ourexamination of those books;
(c) the balancesheet, the statement of profitand loss and the statement of cash flows dealtwith by this Report are in agreement with thebooks of account;
(d) in our opinion, the aforesaid standalonefinancial statements comply with theAccounting Standards specified under Section133 of the Act read with relevant rule issuedthereunder;
(e) On the basis of the written representationsreceived from the directors and taken on record bythe Board of Directors, none of the directors isdisqualified as on 31 March 2025 from beingappointed as a director in terms of Section 164(2) ofthe Act; and
(f) With respect to the adequacy of the internalfinancial controls with reference to the standalonefinancial statements of the Company and theoperating effectiveness of such controls, refer to ourseparate report in "Annexure B".
3. With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, inour opinion and to the best of our information andaccording to the explanations given to us:
a. The Company does not have any pendinglitigations which would impact its financial positionexcept contingent liabilities as reported in note 27 tothe Standalone financial statements of theCompany.
b. The Company did not have any long-termcontracts including derivative contracts for whichthere were any material foreseeable losses.
c. There were no amounts which were required tobe transferred to the Investor Education andProtection Fund by the Company.
d. (i) The management has represented that, to thebest of its knowledge and belief, no funds havebeen advanced or loaned or invested (either fromborrowed funds or share premium or any othersources or kind of funds) by the Company to or inany other persons or entities, including foreignentities ("Intermediaries"), with the understanding,whether recorded in writing or otherwise, that theIntermediary shall:
• directly or indirectly lend or invest in otherpersons or entities identified in any mannerwhatsoever ("Ultimate Beneficiaries") by or onbehalf of the Company or
• provide any guarantee, security or the like toor on behalf of the Ultimate Beneficiaries.
(ii) The management has represented that, to thebest of its knowledge and belief, no funds havebeen received by the Company from any persons orentities, including foreign entities ("FundingParties"), with the understanding, whetherrecorded in writing or otherwise, that the Companyshall:
• directly or indirectly, lend or invest in otherpersons or entities identified in any mannerwhatsoever ("Ultimate Beneficiaries") by or onbehalf of the Funding Party or
• provide any guarantee, security or the like fromor on behalf of the Ultimate Beneficiaries; and
(iii) Based on such audit procedures as consideredreasonable and appropriate in the circumstances,nothing has come to our notice that has caused us tobelieve that the representations under subclause (d)(i) and (d) (ii) contain any material mis-statement.
E. The Company has not declared or paid anydividend during the year.
F. Based on our examination, which included testchecks, the Company did not use an accountingsoftware with a feature of recording audit trail (editlog) facility for maintaining its books of accounts forthe financial year ended 31 March 2025. TheCompany is planning to obtain appropriateaccounting software which has the requisite featureof recording and maintaining audit trail formaintaining its books of accounts during thefinancial year 2025-26. Hence, we are unable tocomment on the instance of temperament of theaudit trail feature.
4. With respect to the matter to be included inthe Auditors' Report under Section 197(16) of theAct:
In our opinion and according to the information andexplanations given to us and based on examinationof the records of the Company, The Company haspaid/ provided for managerial remuneration inaccordance with the requisite approvals mandatedby the provisions of Section 197 read with ScheduleV to the Act.
For Mittal Agarwal & CompanyChartered Accountants(Firm Registration No. 131025W)
Sd/-
Place: Pune Deepesh Mittal
Dated: 26/05/2025 Partner
UDIN: 25539486BMKSJC5425 Membership No. 539486