We have audited the accompanying Financial
Statements of Divgi TorqTransfer Systems Limited
(Formerly known as Divgi TorqTransfer Systems Private
Limited) ("the Company"), which comprise the Balance
Sheet as at March 31, 2026, the Statement of Profit
and Loss including Other Comprehensive Income, the
Statement of Cash Flows and the Statement of Changes
in Equity for the year then ended, and a summary of
material accounting policies and other explanatory
information (hereinafter referred to as "the Financial
Statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
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 31,2026, its profit and total comprehensive
income, its changes in equity and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements
in accordance with the Standards on Auditing
specified under Section 143(10) of the Act (SAs). 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 ("the ICAI") together with the
ethical requirements that are relevant to our audit of the
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 obtained by us is sufficient and
appropriate to provide a basis for our audit opinion on
the 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 Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.

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

The Company's Board of Directors is responsible for the
other information. The other information comprises the
Directors' Report and the related annexures, but does
not include the Financial Statements and our Auditor's
Report thereon.

Our opinion on the 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 Financial Statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the 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 for the
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 Financial Statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
income, cash flows and changes in equity of the
Company in accordance with the 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 Financial Statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the 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.

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

Auditor's Responsibilities for the audit of
the Financial Statements

Our objectives are to obtain reasonable assurance
about whether the 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 aggregate, they could reasonably be
expected to influence the economic decisions of users
taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit.

We also:

Ý Identify and assess the risks of material
misstatement of the 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 controls.

Ý 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(3X0 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.

Ý Evaluate the appropriateness of accounting
policies used and the reasonableness of accounting
estimates and related disclosures made by the
management.

Ý 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 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.

Ý Evaluate the overall presentation, structure and
contents of the Financial Statements, including the
disclosures, and whether the Financial Statements
represent the underlying transactions and events
in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the
Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of
a reasonably knowledgeable user of the Financial
Statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of
our work; and (ii) to evaluate the effect of any identified
misstatements in the Financial Statements.

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 controls
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.

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 sub-section (11)
of Section 143 of the Act and on the basis of such
checks of the books and records of the Company
as we considered appropriate and according to
the information and explanations given to us, we
give in Annexure B, a statement on the matters
specified in paragraphs 3 and 4 of the 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 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 Flows dealt with by this
report are in agreement with the books of
account.

(d) In our opinion, the aforesaid Financial
Statements comply with the Accounting
Standards specified under Section 133 of the
Act.

(e) On the basis of the written representations
received from the directors as on March
31, 2026 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2026 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 Financial
Statements of the Company and the
operating effectiveness of such controls, refer
to our separate report in Annexure A. Our
report expresses an unmodified opinion on
the adequacy and operating effectiveness of
the Company's internal financial controls with
reference to Financial Statements.

(g) In our opinion, the managerial remuneration
for the year ended March 31, 2026 has been
paid / provided by the Company to its
directors in accordance with the provisions of
Section 197 read with Schedule V to the Act.

(h) With respect to the other matters to be
included in the Auditor's Report in accordance
with the requirements of 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 Financial Statements -
Refer Note 37 to the 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 were no amounts which were
required to be transferred to the 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 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;

(b) The management has represented
that, to the best of its knowledge
and belief, 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, 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 such audit procedures
that we considered reasonable and
appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clauses
(a) and (b) contain any material
misstatement;

(v) The dividend declared/paid/declared and
paid during the year by the Company is in
compliance with Section 123 of the Act.

(i) 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 and the same has
operated throughout the year for all relevant
transactions recorded in the software. Further,
during the course of our audit, we did not
come across any instance of audit trail feature
being tampered with. Additionally, the audit
trail has been preserved by the Company as
per the statutory requirements for record
retention.

For B. K. Khare & Co.

Chartered Accountants
Firm Registration No. 105102W

Amit Mahadik
Partner

Place: Pune Membership No. 125657

Date: May 25, 2026 UDIN: 26125657YNYBWK9365