We have audited the standalone financial statements of Rico Auto
Industries Limited (the “Company”) which comprise the standalone
balance sheet as at 31 March 2025, and the standalone statement of
profit and loss (including other comprehensive income), standalone
statement of changes in equity and standalone statement of cash
flows for the year then ended, and notes to the standalone 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 standalone 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 income, 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 Standalone
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 standalone
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 standalone
financial statements.

Key Audit Matter(s)

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
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.

Key audit matter
Revenue Recognition

See Note 26 to standalone financial statements

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 annual report, but does not include the
financial statements and auditor’s report thereon. The annual report
is expected to be made available to us after the date of this auditor’s
report.

Our opinion on the standalone 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 standalone 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 standalone
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 per applicable laws and regulations.

Management’s and Board of Directors’ Responsibilities for the
Standalone 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 standalone financial statements that give a true
and fair view of the state of affairs, profit/ loss and other comprehensive
income, 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 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 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 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
decisions of users taken on the basis of these standalone 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
standalone 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 standalone 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 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 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 matter stated in the paragraph 2B(f) below on
reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone statement
of changes in equity and the standalone statement of
cash flows dealt with by this Report are in agreement
with the books of account.

d. In our opinion, the aforesaid standalone 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 1 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 qualification 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. 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 standalone financial statements - Refer Note 40
to the standalone 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 were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.

d. i) The management has represented that, to the

best of its knowledge and belief, as disclosed
in the Note 51 (x) to the standalone 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 its knowledge and belief, as disclosed
in the Note 51 (xi) to the standalone 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 52 to the standalone financial
statements, the Board of Directors of the Company
have 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 for
maintaining its books of account which has a feature
of recording audit trail (edit log) facility except that that
audit trail was not enabled at the database level for
accounting software to log any direct data changes.
For accounting software for which audit trail feature
is enabled, the audit trail facility has been operating
throughout the year for all relevant transactions
recorded in the software and we did not come across
any instance of audit trail feature being tampered with
during the course of our audit. Additionally, the audit
trail has been preserved by the company as per the
statutory requirements for record retention from the
date of audit trail enablement.

C. With respect to the matter to be included in the Auditor’s
Report under Section 197(16) of the Act:

In our opinion and according to the information and
explanations given to us, the remuneration paid by the
Company to its directors during the current year is in
accordance with the provisions of Section 197 of the Act.
The remuneration paid to any director is not in excess
of the limit laid down under Section 197 of the Act. The
Ministry of Corporate Affairs has not prescribed other
details under Section 197(16) of the Act which are required
to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.:101248W/W-100022

Shashank Agarwal

Partner

Place: Gurugram Membership No.: 095109

Date : 27 May 2025 ICAI UDIN:25095109BMOOKP5414