Independent Auditors’ Report

To the Members of BMW INDUSTRIES LIMITED

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial
Statements of BMW Industries Limited(“the Company”),
which comprise the Balance Sheet as at March 31, 2023,
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 Standalone Financial Statements,
including a summary of significant accounting policies
and Other Explanatory Notes for the year ended on that
date (hereinafter referred to as “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 affairs of
the Company as at March 31, 2023, its profits, total
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 Standards are
further described in the Auditors' Responsibility 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 (‘ICAI') 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 made 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 obtained by us is sufficient
and appropriate to provide a basis for our audit opinion.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgement, 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. We have
determined the matters described below to be the key
audit matters for incorporation in our report.

Information Other than the Standalone
Financial Statements and Auditor’s Report
Thereon

The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Annual Report but does not
include the consolidated financial statements, standalone
financial statements and our auditor's report thereon.

Our opinion on the Standalone 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 Standalone Financial
Statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the Standalone
Financial Statements or our knowledge obtained during
the course of our 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.

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 state
of affairs (financial position), Profit or Loss (financial
performance including 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 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,
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.

Those Board of Directors are also responsible for
overseeing the Company's financial reporting process.

Auditors’ Responsibility 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 auditors' 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 Standard on
Auditing (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. Therisk 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 financial
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 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 the 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 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.

Other Matter

1. Attention is drawn to Note No. 51 of the standalone
financial statements regarding incorporation of
figures of eight wholly owned subsidiaries with the
Company on amalgamation of these subsidiaries with
the Company with effect from April 1, 2021, pursuant
to scheme of arrangement approved by Hon'ble
National Company Law Tribunal, Kolkata Bench (NCLT).

2. We did not audit the financial statements of eight
subsidiaries incorporated in the standalone
financial statements for the year ended 31st March
2023, consequent to the amalgamation of these
subsidiaries as mentioned in para (1) above. The
financial statements of these subsidiaries reflect
total assets of Rs 8722.84 lakhs as at 31st March,
2023 ( as on 31st March 2022 H 8846.49 Lakhs) and
total net assets of Rs 8288.51 lakhs as at 31st March,
2023 ( as on 31st March 2022 H 8343.10 Lakhs), total
revenues of Rs 81.79 lakhs ( for the year ended 31st
March 2022 H 68.60 Lakhs), total net profit/(loss)
after tax of H (54.60 lakhs) ( for the year ended 31st
March 2022 H 9.80 Lakhs), Total Comprehensive
Income of Rs (54.60) lakhs ( for the year ended 31st
March 2022 H 9.80 Lakhs) and net cash inflow/
(outflow) of H 635.39 lakhs for the year ended as
on that date (for the year ended 31st March, 2022
H (14.11) lakhs) ) as considered for incorporation
in these standalone financial statements. These
financial statements and other financial information
have been audited by other independent firm of
Chartered Accountants whose reports have been
furnished to us by the management and our opinion
on the standalone financial statements, in so far as
it relates to the amounts and disclosures included in
respect of the subsidiaries, and our report on other
legal and regulatory requirements, in so far as it
relates to the aforesaid subsidiaries is based solely
on the reports of the other auditors.

Our opinion on the standalone financial statements
and our report on other Legal and Regulatory

Requirements below, is not modified in respect of the
matters stated above with respect to our reliance on
the work done and the reports of the other auditors.

Report on Other Legal and Regulatory
Requirements

I. 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 based on our audit and on the
consideration of the report of other auditors on the
financial statements of subsidiaries amalgamated
with the Company as per Para (1) of Other Matters,
we give in the "Annexure A”, a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

II. Further to our comments in the annexure referred
to in the paragraph above, as required by Section
143(3) of the Act,: based on our audit and on the
consideration of the report of other auditors on the
financial statements of subsidiaries amalgamated
with the Company as per Para (1) of Other Matters,
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;

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 Flow dealt with by this Report are in
agreement with the relevant books of account;

d) In our opinion, the aforesaid Standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Indian
Accounting Standards) Rules, 2015, as amended
from time to time;

e) On the basis of the written representations
received from the directors as on March 31,
2023 taken on record by the Board of Directors,
none of the directors are disqualified as on
March 31, 2023 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 with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in "Annexure B”. Our report

based on our audit and on the consideration of the
report of other auditors on the financial statements
of subsidiaries amalgamated with the Company
as per Para (1) of Other Matters, expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company's internal control
with reference to financial statements;

III. With respect to the other matters to be included in
the Auditors' Report in accordance with Rule 11 of
the Companies (Audit and Auditor's) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations given to
us and based on our audit and on the consideration of
the report of other auditors on the financial statements
of subsidiaries amalgamated with the Company as per
Para (1) of Other Matters:

a) The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements -Refer Note no.
40 of the standalone financial statements;

b) The Company did not have any material
foreseeable losses against long-term contracts,
including derivative contracts and thereby
requirement for making provision in this respect
is not applicable to the company;

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 Note No.50 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(s) or entity(ies),
including foreign entities ("Intermediaries”),
with the understanding, whether recorded in
writing or otherwise, that the Intermediary
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;

ii) The Management has represented, that,
to the best of its knowledge and belief as

Place: Kolkata
Date: May 15, 2023

disclosed in Note No.50 to the financial
statements, no funds (which are material
either individually or in the aggregate)
have been received by the Company from
any person(s) or entity(ies), 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; and

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.
The comments made under this para relate
to the year under audit and therefore in
respect of the earlier years' transactions
dealing with investments, loans, etc, it is
neither required nor possible to ascertain
and/or comment under this para; and

e) The dividend declared and paid during the year
by the Company is in compliance with section
123 of the Act.

IV. Proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording
audit trail (edit log) facility is applicable with effect
from April 1, 2023 to the Company, and accordingly,
reporting under Rule 11(g) of Companies (Audit
and Auditors) Rules, 2014 is not applicable for the
financial year ended March 31, 2023.

V. With respect to the reporting under Section 197
(16) of the Act to be included in the Auditors' Report,
in our opinion and according to the information
and explanations given to us, the Remuneration
(including Sitting fees) paid by the Company to its
Directors during the current year is in accordance
with the provisions of Section 197 of the Act and is
not in excess of the limit laid down therein.

For Lodha& Co

Chartered Accountants
Firm's ICAI Registration No.:301051E

Boman R Parakh

Partner

Membership No: 053400
UDIN: 23053400BGSCMU2848