We have audited the accompanying financial statements of TPI INDIA LIMITED (the "Company"), which comprise the Balance
Sheet as of March 31, 2025, the Statement of Profit and Loss (including other Comprehensive Income), statement of Cash
Flows for the year ended, and statement of change in equity and notes to the financial statement including a summary of
material accounting policies and other explanatory information (hereinafter referred to as "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 Standard prescribed under section 133 of the Act, and other
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit
and its cash flows for the year ended on that date, except for the basis mentioned in the "Basis for Qualified Opinion"
paragraph below.

Basis for Qualified Opinion

We draw your attention that the: -

1. 1The Company was yet to deposited '3.17 Lakhs "Unpaid Dividend" amount pertains to FY 1995-96, 1996-97 and 1997-98
to "Investor Education and Protection Fund".

We conducted our audit of the financial statements in accordance with the Standards on Auditing ("SA" s) specified
under section 143(10) of the Act. 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 ("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.

Material Uncertainty Related to Going Concern

We draw your attention to Note No. 9 & 10 of the Ind AS Financial Statements which indicates that the company has
accumulated losses and its net worth has been completely eroded & become negative. These events or conditions
indicate that material uncertainty exists that may cast significant doubt on the company's ability to continue as a going
concern. However, the IND AS Financial Statements of the Company have been prepared on a going concern basis as the
management is confident of improvement in its financial position in the near foreseeable future'.

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, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters

Emphasis of Matter

We draw attention to the following:

1) The trade payables have been bifurcated into MSME and others and further classified into disputed or undisputed
based solely on the management's assessment. However, no audit evidence has been provided in support of
such classification. In the absence of adequate audit evidence, we are unable to comment on the accuracy and
completeness of such classification and its potential impact on the liabilities and related disclosures

Our Opinion in not modified on the above stated matter

Responsibilities of Board of Directors and Those Charged with Governance 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, changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India including the 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 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 is 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 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 are also: -

• 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 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 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 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 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 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 in terms
of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of
the Order.

2. As required by Section 143(3) of the Act, based on our audit 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 financial statement dealt with by this report is in agreement with the relevant books of account.

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under
section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) Based on the written representations received from the directors as on March 31,2025 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2025 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 over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls
over financial reporting.

g) 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, as amended in our opinion and to the best of our information and according to the
explanations given to us:

i. The Company has no pending litigations which would impact on its financial position which are not disclosed
in the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses; and

iii. There are no amounts except the amount mentioned in point no 2 of basis of Qualified opinion para, that are
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 it's knowledge and belief, other than as disclosed

in the notes to the accounts, 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 it's knowledge and belief, other than as disclosed
in the notes to the accounts, 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; and

c) Based on audit procedures which we considered reasonable and appropriate in the circumstances,
nothing has come to their notice that has caused them to believe that the representations under sub¬
clause (i) and (ii) contain any material mis-statement.

v. No Dividends has been declared by the company during the financial year

vi. Based on our examination which included test checks, the company has used an accounting software for
maintaining its books of account for year ended 31st March 2025 which has a feature of recording audit trail
(edit log) facility as per Proviso to Rule 3(l) of the Companies (Accounts) Rules, 2014 but the same was not
operational during the year for all relevant transactions recorded in the software.

h) With respect to the matter to be included in the Auditors' Report under Section 197(16) of the Act, in our opinion
and according to the information and explanations given to us, the company has paid managerial remuneration
within the limit prescribed by section 197 for maximum permissible managerial remuneration provided to the
directors of the company.

For Jain Jagawat Kamdar & Co
Chartered Accountants

Firm's Registration No: 122530W

CA Chandra Shekhar Jagawat
Partner

Membership No: 116078
UDIN: 24116078BKATZW3962
Place: Mumbai
Date: May 27, 2025