INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF AUTOLITE (INDIA) LIMITED

Report on the Standalone Indian Accounting Standard (Ind AS) Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of AUTOLITE (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Ind AS financial statements to 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, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standard ) Rules, (as amended) 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act and the Rules made their under including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone Ind AS Financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountant of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS financial statements are free from material mis-statement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the Standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the Standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Standalone Ind AS financial statements.

Basis for Qualified Opinion

(i) As detailed in Note No. 54 of Standalone Ind AS

Financial Statements, In the absence of information, no impact has been taken in books for Deferred Tax Assets/Liabilities as required in Ind AS -12 (Income Taxes) except for Re measurement required in Ind AS -101 (First Time adoption of Ind AS),

(ii) As detailed in Note No. 55 of Standalone Ind AS

Financial Statements regarding claim for Export Incentive on estimated basis for Rs 308.68 Lakhs as required in Ind AS-18 (Revenue),

(Mi) As detailed in Note No. 56 of Standalone Ind AS Financial Statements regarding Non-Recoverable/Unadjusted Advances and Trade Receivables for Rs. 313.64 Lakhs as required in Ind AS-37 (Provisions, Contingent Liabilities and Contingent Assets),

(iv) As detailed in Note No 57 of Standalone Ind AS Financial Statements No impact of Expected Credit Loss has been taken As required in Ind AS -109 (Financial Instruments).

Accordingly the total Comprehensive Income and Total Equity would have been reduced by Rs 622.32 Lakhs. Other Non-Current Assets, Other Current Assets and Trade Receivables would have been reduced by Rs. 430.37 Lakhs, 112.28 Lakhs and Rs 79.67 Lakhs respectively.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, The aforesaid Standalone Ind AS Financial Statements give the information required by the Act in the manner so required and .except for the effects and possible effects of the matter referred to in the basis for Qualified Opinion paragraph above, 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 March 31, 2018, and its Total Comprehensive Income (Comprising of profit and other Comprehensive Income) , its cash flows and the Changes in Equity for year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended March 31 2017 and the transition date opening balance sheet as at April 1, 2016 included in these standalone Ind AS financial statements , are based on the previously issued statutory financial statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance with the Companies (Accountings standard) Rules,2006 (as amended) which were audited by us for the year ended March 31, 2017 and by the predecessor auditor for the year ended March 31, 2016 and both expressed modified opinion vide report dated May 30,2017 and June 2, 2016 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us. Our opinion is not qualified in respect of this matter.

Emphasis of Matter

1 We draw attention to Annexure to the Auditor's Report Para No. vii(a) that the company is not regular in depositing its statutory dues with appropriate authorities. Our opinion is not qualified in respect of this matter.

2 The Company is in process to prepare Return and reconciliation for goods and service tax for the financial year 2017-18. In the absence of sufficient details and information, we are unable to determine the correct liabilities of tax, interest and penalty; accordingly we are unable to comment on the impact of related liability included in these standalone Ind AS financial statements

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2016 issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act ('The Order"), 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 explanation given to us, we give in the Annexure 'B' statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

(a) we have sought and except for the matter describe in the basis for qualified opinion paragraph and emphasis of matter paragraph above obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion except for the effects and possible effects of the matter describe in the basis for qualified opinion paragraph and emphasis of matter paragraph above 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 Cash Flow Statement and the statement of changes in Equity dealt with by this Report are in agreement with the books of account;

(d) Except for the effects and possible effects of the matter described in the basis for qualified opinion paragraph above in our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of Act, except for Ind AS-12 (Income Taxes), Ind AS -18 (Revenue), Ind AS-37 (Provisions, Contingent Liabilities and Contingent Assets) and Ind AS -109 (Financial instruments) as detailed in Note No. 54,55,56 and 57 of Balance Sheet,

(e) on the basis of written representation received from Directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31. 2018 from being appointed as a director in terms of Section 164(2) of the Act.;

(f) With respect to the maintenance of Accounts and other matter connected therewith, references are made to our comments in (b) above;

(g) With respect to the adequacy of the internal financial control with reference to financial statements of the company and the operating effectiveness of such controls, refer to our separate report in Annexure 'A';

(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule11 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;

(i). The Company has disclosed the impact of pending litigation as on 31.03.2018 on its financial position in its standalone Ind AS Financial statements - refer Note No. 44 (A1) to the financial statements;

(ii). The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31 2018 and

(iii). There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

(iv). The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018.

Annexure A to Independent Auditor's Report

Referred to in paragraph (g) of The independent Audit Report of even date to the members of Autolite (India) Limited on the standalone Ind AS Financial Statements for the year ended March 31, 2018. Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to Financial statements of Autolite (India) Limited ("the company") as of March 31, 2018 in conjunction with our audit of the standalone Ind AS Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor's Responsibility

3. Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal financial control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risk 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 to provide a basis for our audit opinion on the Company's internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

6. A Company's internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may Opinion occur and not be detected. Also, projections of any 8. In our opinion, the company has maintained , in all material evaluation of the internal financial controls with reference to respects, an adequate internal financial controls systems financial statements to future periods are subject to the risk with reference to financial statements and such internal that the internal financial control with reference to financial financial controls with reference to financial statements statements may become inadequate because of changes were operating effectively as at March 31, 2018, based on in conditions, or that the degree of compliance with the the internal control over financial criteria established by the polices or procedures may deteriorate. Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India.

ANNEXURE 'B1 TO THE AUDITORS' REPORT

For the Year Ended on 31st March, 2018

Referred to Para 'Report on Other Legal and Regulatory Requirements' in our Report of even date:

(i) (a) The Company is maintaining proper records showing full to companies, firms, Limited Liability Partnerships or particulars, including quantitative details and situation, of other parties covered in the register maintained under property, plant and equipments and intangible assets Section 189 of the Companies Act, 2013 and ;

(b) The property, plant and equipments have been (a) The terms and conditions of the grant of such loans are physically verified by the management during the year at prejudicial to the interest of the Company; reasonable intervals. No material discrepancies were (b) The schedule of repayment of principal and payment of noticed on such verification. interest has not been stipulated and the repayment or

(c) The title deeds of immovable properties, as disclosed in receipts are not regular;

Note 4 on property, plant and equipments to the Ind AS (c) Reasonable steps have not been taken by the company

Financial statements, are held in the name of the for recovery of the principal and interest and total amount Company. overdue for more than ninety days is Rs.100.31 Lakhs

(ii) The physical verification of inventory excluding stocks (iv) In our opinion and according to the information andwith third parties has been conducted at reasonable explanations given to us, the company has complied with intervals by the Management during the year. In respect the provision of Section 186 of the Companies Act, 2013 of inventory lying with third parties, these have in respect of the loans and investments made, and substantially been confirmed by them. The guarantees and security provided by it. The Company discrepancies noticed on physical verification of has not provided any guarantees or security to the inventory as compared to book records were not material parties covered under Section 185 of the Companies Act, and have been appropriately dealt with in the books of 2013. However, the Company has granted loans and accounts. made investments to the parties covered under Section

(iii) The Company has granted loans, secured or unsecured 185 of the Companies Act, 2013 as given below:

(v) As informed to us, the Company has not accepted any deposits under the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under.

(vi) The Central Government has prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 in respect of manufacturing activity of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, undisputed statutory

(b) dues including Provident Fund, Employees' state Insurance Dues, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value added tax, Cess, Goods and Service Tax with effect from July 1, 2017 and Other material Statutory dues, as applicable, have not been regularly deposited by the Company during the year with the appropriate authorities in India. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31st, 2018 for a period of more than six months from the date of becoming payable.

According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of Income Tax, Service Tax, Sales Tax, Duty of Custom, Duty of Excise and Value Added Tax, as at March 31, 2018 which have not been deposited on account of a dispute, are as follows:

(viii) According to the records of the Company examined by (xii) us and the information and explanation given to us, the Company has not issued any debenture during the year. The Company has not defaulted in repayment of loans or borrowing to any financial institution or bank or (xiii) Government except some delays in repayment which have been made good as at the Balance Sheet date.

(ix) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). The Company has taken term loans from bank for Rs. 291.21 Lakhs during the year and the same was applied for the purpose for which it was obtained.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and (xiv) according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the (xv) Management.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has paid/provided for managerial (xvi) remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it; the provisions of Clause 3(xii) of the Order are not applicable to the Company.

According to the records of the Company examined by us and the information and explanation given to us, the Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Ind AS Financial statements as required under Indian Accounting Standard (Ind AS ) 24, Related Party Disclosures specified under Section 133 of the Act,

The Company has not made any preferential allotment or Private Placement of Shares or fully or partly convertible debenture during the year under review. Accordingly, The provisions of class 3 (xiv) of the order are not applicable to the Company.

The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.