Opinion

1. We have audited the accompanying standalone financial statements of Federal-MogulGoetze (India) Limited ('the Company') which comprise the Balance Sheet as at 31 March2022 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Cash Flow and the Statement of Changes in Equity for the year then ended anda summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ('the Act') in the manner so required and give a true and fairview in conformity with the Indian Accounting Standards ('Ind AS') specified under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 and otheraccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2022 and its profit (including other comprehensive income) its cash flowsand the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') togetherwith the ethical requirements that are relevant to our audit of the financial statementsunder the provisions of the Act and the rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

5. We have determined the matter described below to be the key audit matters to becommunicated in our report.

We have determined that there are no other key audit matters to communicate in ourreport.

Information other than the Financial Statements and Auditor's Report thereon

6. The Company's Board of Directors are responsible for the other information. Theother information comprises the information included in the Annual Report but does notinclude the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

When we read the Annual Report if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

7. The accompanying standalone financial statements have been approved by the Company'sBoard of Directors. The Company's Board of Directors are responsible for the mattersstated in section 134(5) of the Act with respect to the preparation and presentation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income changes in equityand cash flows of the Company in accordance with the Ind AS specified under section 133 ofthe Act and other accounting principles generally accepted in India. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

8. In preparing the financial statements the Board of Directors are responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intend to liquidate the Company or to cease operations orhas no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

10.Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance withStandards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

11.As part of an audit in accordance with Standards on Auditing specified undersection 143(10) of the Act we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order todesign 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 hasadequate internal financial controls system with reference to financial statements inplace and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of Board of Directors' use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report.

However future events or conditions may cause the Company to cease to continue as agoing concern; and

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

14. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit we report that theCompany has paid remuneration to its directors during the year in accordance with theprovisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor's Report) Order 2020 ('the Order') issued bythe Central Government of India in terms of section 143(11) of the Act we give in theAnnexure A a statement on the matters specified in paragraphs 3 and 4 of the Order to theextent applicable.

17. Further to our comments in Annexure A as required by section 143(3) of the Actbased on our audit we report to the extent applicable that:

a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit of theaccompanying standalone financial statements;

b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are in agreement withthe books of account;

d) in our opinion the aforesaid standalone financial statements comply with Ind ASspecified under section 133 of the Act;

e) on the basis of the written representations received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as on 31 March2022 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 tofinancial statements of the Company as on 31 March 2022 and the operating effectiveness ofsuch controls refer to our separate Report in Annexure B wherein we have expressed anunmodified opinion; and

g) with respect to the other matters to be included in the Auditor's Report inaccordance with rule 11 of the Companies (Audit and Auditors) Rules 2014 (as amended) inour opinion and to the best of our information and according to the explanations given tous:

i. the Company as detailed in note 36 to the standalone financial statements hasdisclosed the impact of pending litigations on its financial position as at 31 March 2022;

ii. the Company did not have any longterm contracts including derivative contracts forwhich there were any material foreseeable losses as at 31 March 2022;

iii. there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended 31 March 2022;

iv. a. The management has represented that to the best of its knowledge and belief asdisclosed in note 49 to the standalone financial statements no funds have been advancedor loaned or invested (either from borrowed funds or securities premium or any othersources or kind of funds) by the Company to or in any person(s) or entity(ies) includingforeign entities ('the intermediaries') with the understanding whether recorded inwriting or otherwise that the intermediary shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Company ('the Ultimate Beneficiaries') or provide any guarantee security or the likeon behalf the Ultimate Beneficiaries;

b. The management has represented that to the best of its knowledge and belief asdisclosed in note 49 to the standalone financial statements no funds have been receivedby the Company from any person(s) or entity(ies) including foreign entities ('the FundingParties') with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Funding Party ('UltimateBeneficiaries') or provide any guarantee security or the like on behalf of the UltimateBeneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate inthe circumstances nothing has come to our notice that has caused us to believe that themanagement representations under sub-clauses (a) and (b) above contain any materialmisstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March2022.

For Walker Chandiok & Co. LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

Ankit Mehra

Partner

UDIN:22507429AJHEZZ9342

Place: Gurugram

Date: 20th May 2022

Annexure A referred to in Paragraph 16 of the Independent Auditor's Report of even dateto the members of Federal- Mogul Goetze (India) Limited on the standalone financialstatements for the year ended 31 March 2022

In terms of the information and explanations sought by us and given by the Company andthe books of account and records examined by us in the normal course of audit and to thebest of our knowledge and belief we report that:

Annexure A

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of property plant and equipment and right ofuse assets.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

(b) The Company has a regular program of physical verification of its property plantand equipment and right of use assets under which the assets are physically verified in aphased manner over a period of three years which in our opinion is reasonable havingregard to the size of the Company and the nature of its assets. In accordance with thisprogram certain property plant and equipment and right of use assets were verifiedduring the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (including investment properties)held by the Company (other than properties where the Company is the lessee and the leaseagreements are duly executed in favour of the lessee) are held in the name of the Company.

(d) The Company has not revalued its Property Plant and Equipment and Right of Useassets or intangible assets during the year.

(e) No proceedings have been initiated or are pending against the Company for holdingany benami property under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) andrules made thereunder. Accordingly reporting under clause 3(i)(e) of the Order is notapplicable to the Company.

(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year except for goods-in-transit and stock lying with third parties.In our opinion the coverage and procedure of such verification by the management isappropriate and no discrepancies of 10% or more in the aggregate for each class ofinventory were noticed. In respect of inventory lying with third parties these havesubstantially been confirmed by third parties.

(b) The Company has a working capital limit in excess of Rs 5 crore sanctioned by banksbased on the security of current assets during the year. The quarterly returns in respectof the working capital limits have been filed by the Company with such banks and suchreturns are in agreement with the books of account of the Company for the respectiveperiods which were not subject to audit/review.

(iii)(a) The Company has provided loans or advances in the nature of loans andguarantee to 1company and several other parties as per details given below:

(b) In our opinion and according to the information and explanations given to us theinvestments made guarantees provided and terms and conditions of all loans and advancesin the nature of loans are prima facie not prejudicial to the interest of the Company.Further the Company has not made any security or granted any loans or advances in thenature of loans secured or unsecured to firms or Limited Liability Partnerships (LLPs)during the year.

(c) In respect of loans and advances in the nature of loans granted by the Company theschedule of repayment of principal and payment of interest has been stipulated andprincipal and interest amount is not due for repayment currently.

(d) There is no overdue amount in respect of loans or advances in the nature of loansgranted to such companies firms LLPs or other parties.

(e) The Company has not granted any loan or advance in the nature of loan which hasfallen due during the year. Further no fresh loans were granted to any party to settlethe overdue loans/advances in nature of loan.

(f) The Company has not granted any loans or advances in the nature of loans which arerepayable on demand or without specifying any terms or period of repayment.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act in respect ofloans investments guarantees and security as applicable.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits or there is no amount which has been considered asdeemed deposit within the meaning of sections 73 to 76 of the Act and the Companies(Acceptance of Deposits) Rules 2014 (as amended). Accordingly reporting under clause3(v) of the Order is not applicable to the Company.

(vi) The Central Government has specified maintenance of cost records under sub-section(1) of section 148 of the Act in respect of the products of the Company. We have broadlyreviewed the books of account maintained by the Company pursuant to the Rules made by theCentral Government for the maintenance of cost records and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. However we havenot made a detailed examination of the cost records with a view to determine whether theyare accurate or complete.

(vii)(a) In our opinion and according to the information and explanations given to usthe Company is regular in depositing undisputed statutory dues including goods andservices tax provident fund employees' state insurance income-tax sales- tax servicetax duty of customs duty of excise value added tax cess and other material statutorydues as applicable with the appropriate authorities. Further no undisputed amountspayable in respect thereof were outstanding at the year-end for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us there are no statutorydues referred in sub-clause (a) which have not been deposited with the appropriateauthorities on account of any dispute except for the following:

(viii) According to the information and explanations given to us no transactions weresurrendered or disclosed as income during the year in the tax assessments under the IncomeTax Act 1961 (43 of 1961) which have not been recorded in the books of accounts.

(ix) According to the information and explanations given to us the Company does nothave any loans or other borrowings from any lender. Accordingly reporting under clause3(ix) of the Order is not applicable to the Company.

(x)(a) The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Accordingly reporting underclause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or (fully partially oroptionally) convertible debentures during the year. Accordingly reporting under clause3(x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company or on the Company has been noticed or reported duringthe period covered by our audit.

(b) No report under section 143(12) of the Act has been filed with the CentralGovernment for the period covered by our audit.

(c) The whistle blower complaints received by the Company during the year as sharedwith us by the management have been considered by us while determining the nature timingand extent of audit procedures.

(xii) The Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it. Accordingly reporting under clause 3(xii) of the Order is not applicable to theCompany.

(xiii) In our opinion and according to the information and explanations given to usall transactions entered into by the Company with the related parties are in compliancewith sections 177 and 188 of the Act where applicable. Further the details of suchrelated party transactions have been disclosed in the standalone financial statements asrequired under Indian Accounting Standard (Ind AS) 24 Related Party Disclosures specifiedin Companies (Indian Accounting Standards) Rules 2015 as prescribed under section 133 ofthe Act.

(xiv)(a) In our opinion and according to the information and explanations given to usthe Company has an internal audit system as required under section 138 of the Act which iscommensurate with the size and nature of its business.

(b) We have considered the reports issued by the Internal Auditors of the Company tilldate for the period under audit.

(xv) According to the information and explanation given to us the Company has notentered into any non-cash transactions with its directors or persons connected with themand accordingly provisions of section 192 of the Act are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly reporting under clause 3(xvi)(a) (b) and (c) of theOrder is not applicable to the Company.

Based on the information and explanations given to us and as represented by themanagement of the Company the Group (as defined in Core Investment Companies (ReserveBank) Directions 2016) does not have any CIC.

(xvii) The Company has not incurred any cash loss in the current as well as theimmediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly reporting under clause 3(xviii) of the Order is not applicable to theCompany.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the financial statements ourknowledge of the plans of the Board of Directors and management and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that Company is not capable of meeting its liabilities existing at the dateof balance sheet as and when they fall due within a period of one year from the balancesheet date. We however state that this is not an assurance as to the future viability ofthe company. We further state that our reporting is based on the facts up to the date ofthe audit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the company as and when they fall due.

(xx) According to the information and explanations given to us the Company does nothave any unspent amount in respect of any ongoing or other than ongoing project as at theexpiry of the financial year. Accordingly reporting under clause 3(xx) of the Order isnot applicable to the Company.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect ofaudit of standalone financial statements of the Company. Accordingly no comment has beenincluded in respect of said clause under this report.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

Ankit Mehra

Partner

Membership No.: 507429

UDIN: 22507429AJHEZZ9342

Place : Gurugram

Date :20 May 2022

Independent Auditor's Report on the internal financial controls with reference to thestandalone financial statements under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act 2013 ('the Act')

1. In conjunction with our audit of the standalone financial statements ofFederal-Mogul Goetze (India) Limited ('the Company') as at and for the year ended 31 March2022 we have audited the internal financial controls with reference to financialstatements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal FinancialControls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of InternalControl stated in the Guidance note on the Audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") issued by The Institute of CharteredAccountants of India (the "ICAI"). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of the Company's businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditor's Responsibility for the Audit of the Internal Financial Controls withReference to Financial Statements

3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Standards on Auditing issued by the ICAI prescribed under Section143(10) of the Act to the extent applicable to an audit of internal financial controlswith reference to financial statements and the Guidance Note issued by the ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to financial statements were established and maintainedand if such controls operated effectively in all material respects.

4.Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements includes obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

6. A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to FinancialStatements

7. Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls with reference to financial statements and such controls were operatingeffectively as at 31 March 2022 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance note issued by the ICAI.

Chartered Accountants

Firm's Registration No.: 001076N/N500013

Ankit Mehra

Partner

Membership No.: 507429

UDIN: 22507429AJHEZZ9342

Place: Gurugram

Date: 20th May 2022.