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Crompton Greaves Consumer Electricals Ltd. இன் முடிவுகள்

Mar 31, 2025

Crompton Greaves Consumer Electricals Limited

Report on the Audit of the Standalone

Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Crompton Greaves ConsumerÂ Electricals Limited (âthe Companyâ), which comprise theÂ Balance Sheet as at March 31, 2025, and the StatementÂ of Profit and Loss, including Other ComprehensiveÂ Income, Statement of Changes in Equity and StatementÂ of Cash Flows for the year then ended, and notes to theÂ Standalone Financial Statements, including summary ofÂ material accounting policy accounting policy and otherÂ explanatory information (hereinafter referred to as theÂ âStandalone Financial Statementsâ).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidÂ Standalone Financial Statements give the informationÂ required by the Companies Act, 2013 (âthe Actâ) inÂ the manner so required and give a true and fair viewÂ in conformity with the Indian Accounting StandardsÂ prescribed under section 133 of the Act read withÂ Companies (Indian Accounting Standards) Rules, 2015,Â as amended (âInd ASâ) and other accounting principlesÂ generally accepted in India, of the state of affairs of theÂ Company as at March 31, 2025, and its profit (includingÂ other comprehensive income), changes in equity and itsÂ cash flows for the year then ended.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards onÂ Auditing (SAs) specified under section 143(10) of theÂ Act. Our responsibilities under those Standards areÂ further described in the âAuditorâs Responsibilities for theÂ Audit of the Standalone Financial Statementsâ sectionÂ of our report. We are independent of the CompanyÂ in accordance with the Code of Ethics issued by theÂ Institute of Chartered Accountants of India (âICAIâ)Â together with the ethical requirements that are relevantÂ to our audit of the Standalone Financial StatementsÂ under the provisions of the Act and the Rules thereunder,Â and we have fulfilled our other ethical responsibilities inÂ accordance with these requirements and the Code ofÂ Ethics. We believe that the audit evidence obtained byÂ us is sufficient and appropriate to provide a basis forÂ our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance inÂ our audit of the Standalone Financial Statements forÂ the year ended March 31, 2025. These matters wereÂ addressed in the context of our audit of the StandaloneÂ Financial Statements as a whole, and in forming ourÂ opinion thereon, and we do not provide a separateÂ opinion on these matters. We have determined theÂ matters described below to be the key audit matters toÂ be communicated in our report.

Sr.

No.

Key Audit Matters

How the Key Audit Matters were addressed in our audit

Assessment of recoverability of the carrying value of investments in subsidiary and other intangible assets

(Refer Notes 2D and 3A to the Standalone Financial Statements)

As at March 31, 2025, the Company has H 1,914.01 crores of investments in its subsidiary company, ButterflyÂ Gandhimathi Appliances Limited (âButterflyâ), andÂ carries Trademarks of H 32.91 crores with indefinite usefulÂ life purchased on acquisition of the said subsidiary.

The Companyâs evaluation of the impairment of its investments in Butterfly and recoverability ofTrademarksÂ involves a comparison of its expected recoverable valuesÂ with its carrying values. The recoverable amount of theÂ investment is based on value in use (ViU) calculationsÂ determined based on a discounted cash flow withÂ exit multiple method. Determination of ViU involvesÂ significant estimates, assumptions and judgementsÂ as regards reasonableness of assumptions involved inÂ developing projections of entityâs financial performance,Â exit multiples, and discount rates to be considered.Â Considering the uncertainty involved in forecastingÂ cash flows and the judgement involved with respectÂ to key assumptions used in computing the recoverableÂ amount, this audit area is considered a key audit matter.

Our audit procedures with respect to this matter included, but

were not limited to, the following:

a) Â Â Â Obtained an understanding of the impairment processÂ and evaluated the design, implementation and operatingÂ effectiveness of internal controls over the CompanyâsÂ review of impairment analysis.

b) Â Â Â Assessed reasonableness of the estimated revenueÂ and margin projections, the historical accuracy of theÂ estimates and its ability to produce accurate long-termÂ forecasts.

c) Â Â Â Involved our valuation experts to assist in examiningÂ and challenging the reasonableness of the CompanyâsÂ valuation model and reviewing the underlying basis forÂ key assumptions, including exit multiplier and discountÂ rate.

d) Â Â Â Reviewed sensitivity in the valuation, resulting from changesÂ to key assumptions applied and compared the assumptionsÂ to corroborating information including industry reportsÂ and data from competitors, historic performance, localÂ economic developments and industry outlook.

e) Â Â Â Compared the reasonableness of future operating cashÂ flow forecasts with the business plan and budgets approvedÂ by the Board and tested the mathematical accuracy ofÂ managementâs calculations.

f) Â Â Â Assessed the adequacy and appropriateness of theÂ disclosures made in the Standalone Financial Statements.

Goodwill

(Refer Notes 2C and 33 to the Standalone Financial Statements)

The goodwill balance as of March 31, 2025 of Rs 779.41 crores pertains to demerger of the Consumer BusinessÂ from Crompton Greaves Limited (now CG Power andÂ Industrial Solutions Limited) and Crompton GreavesÂ Consumer Electricals Limited in 2015.

Carrying value of goodwill is material as at March 31, 2025 and inherent uncertainty is involved in forecastingÂ and discounting future cash flows, determination ofÂ discount and terminal growth rates for computing theÂ value and the assessment of its recoverability. This auditÂ area is considered a key audit matter.

The Company has carried out an impairment assessment using the value-in-use (ViU) calculations which is basedÂ on Discounted Cash Flow with Exit Multiple Method.Â Determination of ViU involves significant estimates,Â assumptions and judgements as regards reasonablenessÂ of assumptions involved in developing projectionsÂ of entityâs financial performance, exit multiples, andÂ discount rates to be considered.

Our audit procedures with respect to this matter included, but

were not limited to, the following:

a) Â Â Â Obtained an understanding of the process of impairmentÂ assessment and evaluated the design, implementationÂ and operating effectiveness of internal controls over theÂ accounting and impairment for goodwill arising out ofÂ business reconstruction transaction.

b) Â Â Â Assessed reasonableness of the future revenue and marginÂ projections, the historical accuracy of the estimates andÂ its ability to produce accurate long-term forecasts.

c) Â Â Â Involved our valuation experts to assist in examiningÂ and challenging the reasonableness of the CompanyâsÂ valuation model and reviewing the underlying basis for keyÂ assumptions, including terminal growth rates and discountÂ rates.

d) Â Â Â Reviewed sensitivity in the valuation, resulting fromÂ changes to key assumptions applied and compared theÂ assumptions to corroborating information includingÂ industry reports and data from competitors, historicÂ performance, local economic developments and industryÂ outlook.

f) Â Â Â Assessed the adequacy and appropriateness of theÂ disclosures made in the Standalone Financial Statements.

Sr.

No.

Key Audit Matters

How the Key Audit Matters were addressed in our audit

Provision for Warranties

(Refer Note 13 to Standalone Financial Statements)

The Companyâs business involves the sale of products under warranty. The Company also has back-to-back contractual arrangements with its vendors forÂ reimbursement of costs relating to products supplied byÂ the vendors.

Warranty provisions, which are inherently judgmental in nature, are provided by the Company to record anÂ appropriate estimate of the costs of repairing andÂ replacing products and spares within the warrantyÂ period. The Company estimates and provides for liabilityÂ for product warranties in the year in which the productsÂ are sold. Further, the timing of outflows will vary basedÂ on the actual warranty claims made during the warrantyÂ period in the future.

The above estimations of warranty provision require significant judgement considering the nature andÂ timing of the cash outflows. Also, there is estimationÂ uncertainty as regards to the timing and the amount ofÂ the actual warranty claims that may devolve over theÂ warranty period. Accordingly, provision for warrantiesÂ has been determined by us to be a key audit matter.

Our audit procedures with respect to this matter included, but

were not limited to, the following:

a) Â Â Â Obtained an understanding of the warranty claimsÂ process and evaluated the design, implementation andÂ operating effectiveness of internal controls over theÂ provision for warranties.

b) Â Â Â Reviewed the historical data of warranty costs incurred inÂ regard to the product sales, the trend of claims over theÂ warranty period and the comparison between provisionsÂ previously recognised and actual expenses. Also reviewedÂ the historical data of recoveries from vendors againstÂ warranty claims and defective returns.

c) Â Â Â Reviewed reconciliations of sales made during the yearÂ with sales register to determine completeness on whichÂ warranty obligation is determined.

d) Â Â Â Performed enquiry procedures and reviewed relevantÂ documents in evaluating the accuracy of historicalÂ information prepared by the management (including costÂ of repairs and returns).

e) Â Â Â Reviewed the recognition and appropriateness ofÂ provisions by verifying the computation of defectÂ rates, vendors recovery and mathematical accuracy ofÂ management calculations and obtaining managementÂ statements, evidence and supporting documents.

f) Â Â Â Assessed the adequacy and appropriateness of theÂ relevant disclosures made in the Standalone FinancialÂ Statements.

Information Other than the Standalone Financial Statements andÂ Auditorâs Report Thereon

The Companyâs Management and Board of Directors are responsible for the other information. The otherÂ information comprises the information included in theÂ Management Discussion and Analysis and DirectorâsÂ report, but does not include the Standalone FinancialÂ Statements and our auditorâs report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do notÂ express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the otherÂ information and, in doing so, consider whether the otherÂ information is materially inconsistent with the StandaloneÂ Financial Statements or our knowledge obtained in theÂ audit or otherwise appears to be materially misstated.Â If, based on the work we have performed, we concludeÂ that there is a material misstatement of this otherÂ information, we are required to report that fact. WeÂ have nothing to report in this regard.

Responsibilities of Management and Board of Directors for the StandaloneÂ Financial Statements

The Companyâs Management and Board of Directors are responsible for the matters stated in section 134(5)Â of the Act with respect to the preparation of theseÂ Standalone Financial Statements that give a true andÂ fair view of the financial position, financial performance,Â changes in equity and cash flows of the Company inÂ accordance with the accounting principles generallyÂ accepted in India, including the Accounting StandardsÂ specified under section 133 of the Act. This responsibilityÂ also includes maintenance of adequate accountingÂ records in accordance with the provisions of the ActÂ for safeguarding of the assets of the Company and forÂ preventing and detecting frauds and other irregularities;Â selection and application of appropriate accountingÂ policies; making judgments and estimates that areÂ reasonable and prudent; and design, implementationÂ and maintenance of adequate internal financialÂ controls, that were operating effectively for ensuringÂ the accuracy and completeness of the accountingÂ records, relevant to the preparation and presentation

of the Standalone Financial Statement that give a true and fair view and are free from material misstatement,Â whether due to fraud or error.

In preparing the Standalone Financial Statements, the Management and Board of Directors are responsible forÂ assessing the Companyâs ability to continue as a goingÂ concern, disclosing, as applicable, matters related toÂ going concern and using the going concern basis ofÂ accounting unless the Board of Directors either intendsÂ to liquidate the Company or to cease operations, or hasÂ no realistic alternative but to do so.

The Management and Board of Directors is also responsible for overseeing the Companyâs financialÂ reporting process.

Auditorâs Responsibilities for the Audit of the StandaloneÂ Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial StatementsÂ as a whole are free from material misstatement,Â whether due to fraud or error, and to issue an auditorâsÂ report that includes our opinion. Reasonable assuranceÂ is a high level of assurance, but is not a guaranteeÂ that an audit conducted in accordance with SAs willÂ always detect a material misstatement when it exists.Â Misstatements can arise from fraud or error and areÂ considered material if, individually or in the aggregate,Â they could reasonably be expected to influence theÂ economic decisions of users taken on the basis of theseÂ Standalone Financial Statements.

We give in âAnnexure Aâ a detailed description of Auditorâs responsibilities for audit of the StandaloneÂ Financial Statements.

Report on Other Legal and Regulatory Requirements

1. Â Â Â As required by the Companies (Auditorâs Report)Â Order, 2020 (âthe Orderâ), issued by the CentralÂ Government of India in terms of sub-section (11)Â of section 143 of the Act, we give in âAnnexure Bâ aÂ statement on the matters specified in paragraphsÂ 3 and 4 of the Order, to the extent applicable.

2. Â Â Â As required by Section 143(3) of the Act, weÂ report that:

(a) Â Â Â We have sought and obtained all the informationÂ and explanations which to the best of ourÂ knowledge and belief were necessary for theÂ purposes of our audit.

(b) Â Â Â In our opinion, proper books of account as requiredÂ by law have been kept by the Company so far as itÂ appears from our examination of those books.

(c) Â Â Â The Balance Sheet, the Statement of Profit andÂ Loss including other comprehensive income, theÂ Statement of Changes in Equity and the StatementÂ of Cash Flows dealt with by this Report are inÂ agreement with the books of account.

(d) Â Â Â I n our opinion, the aforesaid Standalone FinancialÂ Statements comply with the Accounting StandardsÂ specified under Section 133 of the Act.

(e) Â Â Â On the basis of the written representations receivedÂ from the directors as on March 31, 2025 takenÂ on record by the Board of Directors, none of theÂ directors is disqualified as on March 31, 2025 fromÂ being appointed as a director in terms of SectionÂ 164 (2) of the Act.

(f) Â Â Â With respect to the adequacy of the internalÂ financial controls with reference to StandaloneÂ Financial Statements of the Company and theÂ operating effectiveness of such controls, refer toÂ our separate Report in âAnnexure Câ.

(g) Â Â Â With respect to the other matters to be included inÂ the Auditorâs Report in accordance with Rule 11 ofÂ the Companies (Audit and Auditors) Rules, 2014, inÂ our opinion and to the best of our information andÂ according to the explanations given to us:

i. Â Â Â The Company has disclosed the impact ofÂ pending litigations on its financial position in itsÂ Standalone Financial Statements - Refer NoteÂ 26 to the Standalone Financial Statements.

ii. Â Â Â The Company did not have any longterm contracts including derivativeÂ contracts for which there were any materialÂ foreseeable losses.

iii. Â Â Â There has been no delay in transferringÂ amounts, required to be transferred, to theÂ Investor Education and Protection Fund byÂ the Company.

iv. (1) The Management has represented that,Â to the best of its knowledge and belief,Â no funds have been advanced or loanedÂ or invested (either from borrowed fundsÂ or share premium or any other sources orÂ kind of funds) by the Company to or in anyÂ other person(s) or entity(ies), includingÂ foreign entities (âIntermediariesâ), withÂ the understanding, whether recorded inÂ writing or otherwise, that the IntermediaryÂ shall, directly or indirectly lend or invest inÂ other persons or entities identified in anyÂ manner whatsoever by or on behalf of theÂ Company (âUltimate Beneficiariesâ) orÂ provide any guarantee, security or the likeÂ on behalf of the Ultimate Beneficiaries.

(2) Â Â Â The Management has represented, that,Â to the best of its knowledge and belief, noÂ funds have been received by the CompanyÂ from any person(s) or entity(ies), includingÂ foreign entities (Funding Parties), withÂ the understanding, whether recordedÂ in writing or otherwise, as on the dateÂ of this audit report, that the CompanyÂ shall, directly or indirectly, lend or invest inÂ other persons or entities identified in anyÂ manner whatsoever by or on behalf of theÂ Funding Party (âUltimate Beneficiariesâ)Â or provide any guarantee, security or theÂ like on behalf of the Ultimate Beneficiaries.

(3) Â Â Â Based on the audit procedures performedÂ that have been considered reasonableÂ and appropriate in the circumstances,Â and according to the information andÂ explanations provided to us by theÂ Management in this regard nothing hasÂ come to our notice that has caused us toÂ believe that the representations underÂ sub-clause (i) and (ii) of Rule 11(e) asÂ provided under (1) and (2) above, containÂ any material mis-statement.

v. Â Â Â The final dividend paid by the Company duringÂ the year in respect of the same declared forÂ the previous year is in accordance with sectionÂ 123 of the Companies Act 2013 to the extent itÂ applies to payment of dividend.

The Board of Directors of the Company have proposed final dividend for the year which isÂ subject to the approval of the members at theÂ ensuing Annual General Meeting. The dividendÂ declared is in accordance with section 123 ofÂ the Act to the extent it applies to declarationÂ of dividend (Refer Note 10(h) to the StandaloneÂ Financial Statements).

vi. Â Â Â Based on our examination, which includedÂ test checks, the Company has used certainÂ accounting software for maintaining its booksÂ of account which has a feature of recordingÂ audit trail (edit log) facility and the same hasÂ operated throughout the year for all relevantÂ transactions recorded in the software.Â Further, during the course of our audit we didÂ not come across any instance of audit trailÂ feature being tampered with. Additionally,Â the audit trail has been preserved by theÂ Company as per the statutory requirementsÂ for record retention.

3. In our opinion, according to information,Â explanations given to us, the remuneration paid byÂ the Company to its directors is within the limits laidÂ prescribed under Section 197 read with Schedule VÂ of the Act and the rules thereunder.

ForÂ M S K A & Associates

Chartered Accountants ICAI Firm Registration No. 105047W

Vishal Vilas Divadkar

Partner

Place: Mumbai Â Â Â Membership No. 118247

Date: May 15, 2025 UDIN: 25118247BMOXWQ4521

Mar 31, 2024

Crompton Greaves Consumer Electricals Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Crompton Greaves Consumer Electricals Limited (âthe Company"), which comprise the Balance Sheet as at March 31,2024, 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 material accounting policy information and other explanatory information (hereinafter referred to as the âStandalone 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 (âthe 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 Companies (Indian Accounting Standards) Rules, 2015, as amended (âInd AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements 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 âAuditor''s Responsibilities 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 (âICAI") 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 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 opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the Standalone Financial Statements for the year ended March 31, 2024. 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.

Sr.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Assessment of recoverability of the carrying value of investments in subsidiary and other intangible assets

(Refer Notes 2D and 3A to the Standalone Financial Statements)

As at March 31,2024, the Company has I 1,914.01 Crores of investments in its subsidiary company, Butterfly Gandhimathi Appliances Limited ("Butterfly") and carries Trademarks of I 32.91 Crores with indefinite useful live purchased on acquisition of the said subsidiary.

The Companyâs evaluation of impairment of its investments in Butterfly and recoverability of Trademarks involves a comparison of its expected recoverable values against its carrying values. The recoverable amount of the investment is based on Value in Use (ViU) calculations determined based on a Discounted Cash Flow with Exit Multiple Method. Determination of ViU involves significant estimates, assumptions and judgements as regards reasonableness of assumptions involved in developing projections of entity''s financial performance, exit multiples, and discount rates to be considered.

Considering the uncertainty involved in forecasting of cash flows and the judgement involved with respect to key assumptions used in computing the recoverable amount, this audit area is considered a key audit matter.

Our audit procedures with respect to this matter included, but were

not limited to, the following:

a) Obtained an understanding of the process and assessed the design, implementation and tested the operating effectiveness of internal controls over the Company''s review of impairment analysis.

b) Assessed reasonableness of the estimated revenue and margin projections, the historical accuracy of the estimates and its ability to produce accurate long-term forecasts.

c) Involved our valuation experts (âauditorâs expert") to assist in examining and challenging the reasonableness of the Companyâs valuation model and reviewing the underlying basis for key assumptions, including terminal growth rates, exit multiplier and discount rates.

d) Reviewed sensitivity in the valuation, resulting from changes to key assumptions applied and compared the assumptions to corroborating information including industry reports and data from competitors, historic performance, local economic developments and industry outlook.

e) Compared the reasonableness of future operating cash flow forecasts with the business plan and budgets approved by the Board and tested the mathematical accuracy of managementâs calculations.

f) Assessed the adequacy and appropriateness of the disclosures made in the Standalone Financial Statements.

Goodwill

(Refer Notes 2C and 34 to the Standalone Financial Statements)

The goodwill balance as of March 31, 2024 of I 779.41 Crores pertains to demerger of the Consumer Business from Crompton Greaves Limited (now CG Power and Industrial Solutions Limited) and Crompton Greaves Consumer Electricals Limited in 2015.

Carrying value of goodwill is material as at March 31,2024 and inherent uncertainty is involved in forecasting and discounting future cash flows, determination of discount and terminal growth rates for computing the value and the assessment of its recoverability.

The Company has carried out an impairment assessment using the value-in-use (ViU) calculations which is based on Discounted Cash Flow with Exit Multiple Method. Determination of ViU involves significant estimates, assumptions and judgements as regards reasonableness of assumptions involved in developing projections of entity''s financial performance, exit multiples, and discount rates to be considered.

Our audit procedures with respect to this matter included, but were

not limited to, the following:

a) Obtained an understanding of the process and assessed the design, implementation and tested the operating effectiveness of internal controls over the accounting for goodwill arising out of business reconstruction transaction.

b) Assessed reasonableness of the future revenue and margin projections, the historical accuracy of the estimates and its ability to produce accurate long-term forecasts.

e) Compared the reasonableness of future operating cash flow forecasts with the business plan and budgets approved by the Board and tested the mathematical accuracy of managementâs calculations.

f) Assessed the adequacy and appropriateness of the disclosures made in the Standalone Financial Statements.

Sr.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Estimates - Provision for Warranties

(Refer Note 13 to Standalone Financial Statements)

The Company''s business involves the sale of products under warranty. The Company also has back-to-back contractual arrangements with its vendors for reimbursement of cost relating to products supplied by the vendors.

Warranty provisions, which are inherently judgmental in nature, are provided by the Company to record an appropriate estimate of the costs of repairing and replacing products and spares within the warranty period. The Company estimates and provides for liability for product warranties in the year in which the products are sold. Further, the timing of outflows will vary based on the actual warranty claims made during the warranty period in the future.

The above estimations of warranty provision require significant judgement considering the nature and timing of the cash outflows. Also, there is estimation uncertainty as regards to the timing and the amount of the actual warranty claims that may devolve over the warranty period. Accordingly, provision for warranties has been determined by us to be a key audit matter.

Our audit procedures with respect to this matter included, but were

not limited to, the following:

a) Obtained an understanding of the warranty claims process and assessed the design and implementation and tested the operating effectiveness of internal controls over the provision for warranties.

b) Reviewed the historical data of warranty costs incurred in regard to the product sales, the trend of claims over the warranty period and the comparison between provisions previously recognised and actual expenses. Also reviewed the historical data of recoveries from vendors against warranty claims and defective returns.

c) Reviewed reconciliations of sales made during the year with sales register to determine completeness on which warranty obligation is determined.

d) Performed enquiry procedures and reviewed relevant documents in evaluating the accuracy of historical information prepared by the management (including cost of repairs and returns).

e) Reviewed the recognition and appropriateness of provisions by verifying the computation of defect rates, vendors recovery and mathematical accuracy of management calculations and obtaining management statements, evidence and supporting documents.

f) Assessed the adequacy and appropriateness of the relevant disclosures made in the Standalone Financial Statements.

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 financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the 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 Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Information Other than the Standalone Financial Statements and Auditorâs Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Chairman''s statement, Director''s report but does not include the 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 in the 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.

In preparing the Standalone Financial Statements, the 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 the 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 also responsible for overseeing the Company''s financial reporting process.

Auditorâs Responsibilities 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 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

We give in âAnnexure A" a detailed description of Auditor''s responsibilities for Audit of the Standalone Financial Statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in âAnnexure 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) I n our opinion, the aforesaid Standalone 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, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 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 âAnnexure C".

(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, 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 Standalone Financial Statements - Refer Note 27 to the Standalone Financial Statements;

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

i ii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

I v. (1) 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 (âIntermediaries"), 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 (âUltimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(2) 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, as on the date of this audit report, 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 (âUltimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard, 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 (1) and (2) above, contain any material mis-statement.

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend.

The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend. (Refer Note 10(h) to the Standalone Financial Statements)

vi. 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.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

3. I n our opinion, according to information, explanations

given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.

For M S K A & Associates

Chartered Accountants ICAI Firm Registration No. 105047W

Vishal Vilas Divadkar

Partner

Place: Mumbai Membership No.: 118247

Date: May 16, 2024 UDIN: 24118247BKFOJD9871

Mar 31, 2023

To the Members of

Crompton Greaves Consumer Electricals Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Crompton Greaves Consumer Electricals Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 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 information (hereinafter referred to as "the 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 (âthe 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 Companies (Indian Accounting Standards) Rules, 2015 (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2023, and profit, other 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 Auditor''s Responsibilities 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 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 opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements for the year ended 31st March, 2023. 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.

Sr. No.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Goodwill and Other Intangible Assets with Indefinite Useful Lives

(Refer Notes 2 and 34 to the Standalone Financial Statements)

The goodwill balance as of 31st March, 2023 of H 779.41 crores pertains to demerger of the Consumer Business from Crompton Greaves Limited (now CG Power and Industrial Solutions Limited) and Crompton Greaves Consumer Electricals Limited in 2015.

Other Intangible assets with indefinite useful lives pertains to trademarks purchased on account of acquisition of subsidiary.

Carrying value of goodwill and other intangible assets with indefinite useful lives is material as at 31st March, 2023 and inherent uncertainty is involved in forecasting and discounting future cash flows, determination of discount and terminal growth rates for computing the value and the assessment of its recoverability.

Our audit procedures with respect to this matter included,

but were not limited to, the following:

a. Obtained an understanding of the process and assessed the design, implementation and tested the operating effectiveness of internal controls over the accounting for goodwill and other intangible assets with indefinite useful lives arising out of business reconstruction transaction.

b. Assessed reasonableness of the future revenue and margin projections, the historical accuracy of the estimates and its ability to produce accurate long-term forecasts.

c. Involved our valuation experts (âauditor''s expertâ) to assist in examining the reasonableness of the Company''s valuation model and analysing the underlying key assumptions, including terminal growth rates and discount rates.

Sr. No.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

The Company has carried out an impairment assessment using the value-in-use model which is based on the net present value of the forecast earnings of the cash generating units. The computation involves using certain assumptions around discount rates, growth rates and cash flow forecasts. Thus, assessment of recoverability of carrying value of goodwill and other intangible assets with indefinite useful lives is a key audit matter.

d. Evaluated the sensitivity in the valuation, resulting from changes to key assumptions applied and compared the assumptions to corroborating information including industry reports and data from competitors, historic performance, local economic developments and industry outlook.

e. Compared the reasonableness of future operating cash flow forecasts with the business plan and budgets approved by the Board and tested the mathematical accuracy of management''s calculations.

f. Assessed the adequacy and appropriateness of the disclosures made in the Standalone Financial Statements.

Estimates - Provision for Warranties

(Refer Note 13 to Standalone Financial Statements)

Our audit procedures with respect to this matter included,

but were not limited to, the following:

a. Obtained an understanding of the warranty claims process and assessed the design and implementation and tested the operating effectiveness of internal controls over the provision for warranties.

b. Reviewed the historical data of warranty costs incurred in regard to the product sales, the trend of claims over the warranty period and the comparison between provisions previously recognised and actual expenses. Also reviewed the historical data of recoveries from vendors against warranty claims and defective returns.

c. Reviewed reconciliations of sales data to determine completeness of transactions on which warranty obligation is determined.

d. Performed enquiry procedures and reviewed relevant documents in evaluating the accuracy of historical information prepared by the management (including cost of repairs and returns).

e. Reviewed the recognition and appropriateness of provisions by verifying the computation of defect rates, vendors recovery and mathematical accuracy of management calculations and obtaining management statements, evidence and supporting documents.

f. Assessed the adequacy and appropriateness of the relevant disclosures made in the Standalone Financial Statements.

Sr. No.	Key Audit Matter	How the Key Audit Matter was addressed in our audit
3	Ongoing litigations and related accounting and disclosure of provisions and contingent liabilities, including provision for tax (Refer Note 27 of Standalone Financial Statement) The Company has unsettled tax matters under ongoing litigations and disputes with regulatory authorities, which involves significant judgment to determine probable, possible or a reliable estimate of the outcome of the dispute. These provisions are estimated using a significant degree of management judgement in interpreting the various relevant rules, regulations and practices. Further these amounts are likely to have a significant impact on the Standalone Financial Statements. Provision for tax is also based on the presumption of significant estimates and assumptions on the allowability/ disallowability of claims at the assessment level. Accordingly, this is considered as the key audit matter.	Our audit procedures with respect to this matter included, but were not limited to, the following: a. Obtained an understanding of the key uncertain tax provisions and also obtained information of completed tax assessments and demands / refunds received by the Company during the financial year. b. Reviewed the processes and design, implementation and operating effectiveness of controls in place over tax assessments and demands / refunds through discussions with the management''s internal experts / external consultants and reviewed the communications with those charged with governance pertaining to this issue. c. Involved our internal tax experts (âauditor''s expertâ) to discuss with the appropriate management to critically evaluate the key assumptions in estimating the tax provisions and assess the possible outcome of the assessment / demands of the disputed claims. Our tax experts considered past precedence and other rulings in evaluating Company''s position on these uncertain tax positions.
		d.	Further, considered the effect of all the information in respect of uncertain tax positions as at 31st March, 2023 and provision for tax to evaluate whether it was necessary to revise the Company''s position on these uncertainties.
		e.	Assessed the adequacy and appropriateness of the relevant disclosures made in the Standalone Financial Statements.

Information Other than the Standalone Financial Statements and Auditorâs Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, etc but does not include the 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.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

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, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e) as provided under (a) and (b) above, contain any material mis-statement.

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.

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

We give in âAnnexure Aâ a detailed description of Auditor''s responsibilities for Audit of the Standalone Financial Statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in âAnnexure Bâ 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 Flow dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid Standalone 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 31st March, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 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 âAnnexure Câ.

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, 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 Standalone Financial Statements - Refer Note 27 to the Standalone 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 (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend. (Refer Note 10(h) to the Standalone Financial Statements)

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. 1st April, 2023, reporting under this clause is not applicable.

3. In our opinion, according to the information and explanations given to us, the remuneration paid by the Company to its directors is within the limits prescribed under Section 197 of the Act and the rules thereunder.

For M S K A & Associates

Chartered Accountants ICAI Firm Registration No. 105047W

Srividya Vaidison

Partner

Place: Mumbai Membership No.: 207132

Date: 19th May, 2023 UDIN: 23207132BGQRZL9330

Mar 31, 2022

To the Members of Crompton Greaves Consumer Electricals Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the Standalone Financial Statements of Crompton Greaves Consumer Electricals Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2022, and the Statement of Profit and Loss, 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 information.

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 (âthe 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 Companies (Indian Accounting Standards) Rules, 2015 as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2022, and profit, changes in equity and its cash flows for the year then 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 Auditor''s Responsibilities 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 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 we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements for the year ended March 31, 2022. 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.

Sr.

Key Audit Matter No

How the Key Audit Matter was addressed in our audit

1 Goodwill:

(Refer Notes 2 and 38 to the Standalone Financial Statements)

On demerger of the Consumer Business from Crompton Greaves Limited (CGL) (now CG Power and Industrial Solutions Limited) and in terms of the âScheme of Arrangement'', the assets and liabilities of the Consumer Business along with certain brand usage rights were transferred to Crompton Greaves Consumer Electricals Limited (CGCEL). The excess of liabilities over net assets based on fair value and the share capital amounting to '' 779.41 crore was recorded as Goodwill in the books of CGCEL. The Company has adopted the policy of amortising the goodwill in the books of account, based on the outcome of impairment test if there is an indication

Our audit procedures with respect to this matter included,

but were not limited to, the following:

a) Assessed reasonableness of the future revenue and margins, the historical accuracy of the estimates and its ability to produce accurate long-term forecasts.

b) Involved our valuation experts (âauditor''s expertâ) to assist in examining the Company''s valuation model and analysing the underlying key assumptions, including long-term growth rates and discount rates.

c) Evaluated the sensitivity in the valuation, resulting from changes to key assumptions applied and compared the assumptions to corroborating information including industry reports and data from competitors, historic performance, local economic developments and industry outlook.

Sr. No	Key Audit Matter		How the Key Audit Matter was addressed in our audit
	of impairment as at the reporting date. Based on the	d)	Compared the future operating cash flow forecasts
	valuation done by the management''s expert, the value		with the business plan and budgets approved by
	of goodwill is more than its book value as at March 31,		the Board and tested the mathematical accuracy of
	2022 and hence there is no indication of impairment.		management''s calculations
	This is a key area of judgment due to the inherent	e)	Assessed the adequacy and appropriateness of
	uncertainty involved in forecasting and discounting		the disclosures made in the Standalone Financial
	future cash flows, determination of discount and		Statements in compliance with the requirements
	terminal growth rates, which are the basis for		of applicable Indian Accounting Standards and
	computing the value of goodwill and the assessment of recoverability. In view of the above, the Company has carried out an impairment assessment of goodwill using the value-in-use model which is based on the net present value of the forecast earnings of the cash generating units. The computation involves using certain assumptions around discount rates, growth rates and cash flow forecasts. Accordingly, this is considered as a key audit matter.		applicable financial reporting framework.
2	Estimates - Provision for Warranty:	Our audit procedures with respect to this matter included,
	(Refer Note 21 to Standalone Financial Statements)	but were not limited to, the following:
	The Company''s business involves the sale of products	a)	Obtained an understanding and assessed the design,
	under warranty. The Company also has back-to-back		implementation and tested the operating effectiveness
	contractual arrangements with its vendors for recovery		of internal controls over the provision for warranties.
	of cost relating to products supplied by the vendors. Warranty provisions, which are inherently judgmental in nature, are provided by the Company to record an appropriate estimate of the ultimate costs of repairing and replacing products and spares that is ascertained to be defective. Warranty cost and recovery being of a material amount and involving significant judgement	b)	Reviewed the historical data of costs incurred to the product sales, the trend of claims over the warranty period and the provisions previously recognised to assess the quality of the management estimates. Also reviewed the historical data of recoveries from vendors against warranty claims and defective returns.
	has been determined by us to be a key audit matter.	c)	Performed enquiry procedures and reviewed relevant documents in evaluating the accuracy of historical information prepared by the management.
		d)	Reviewed the recognition and appropriateness of provisions by verifying the computation of defect rates, vendors recovery and mathematical accuracy of management calculations and obtaining management statements, evidence and supporting documents.
		e)	Assessed the adequacy and appropriateness of the relevant disclosures made in the Standalone Financial Statements in compliance with the requirements of applicable Indian Accounting Standards and applicable financial reporting framework.

Sr. No	Key Audit Matter		How the Key Audit Matter was addressed in our audit
3	Ongoing litigations and related disclosure of contingent liabilities, including provision for tax (Refer Note 31 of Standalone Financial Statement) The Company''s unsettled tax positions include matters under dispute which involves significant judgment to determine the possible outcome of these disputes. These provisions are estimated using a significant degree of management judgement in interpreting the various relevant rules, regulations and practices. Provision for tax is also based on the presumption of significant estimates and assumptions on the allowability/ disallowability of claims at the assessment level. Accordingly, this is considered as the key audit matter.	Our audit procedures with respect to this matter included, but were not limited to, the following: a) Obtained an understanding of the key uncertain tax provisions and also obtained information of completed tax assessments and demands / refunds received by the Company during the financial year 2021-22; b) Reviewed the processes and controls in place over tax assessments and demands / refunds through discussions with the management''s internal experts / external consultants and reviewed the communications with those charged with governance pertaining to this issue; c) Involved our tax experts (âauditor''s expertâ) to discuss with the appropriate management to critically evaluate the key assumptions in estimating the tax provisions and assessed the possible outcome of the assessment / demands of the disputed claims. Our tax experts considered past precedence and other rulings in evaluating Company''s position on these uncertain tax positions;
		d)	Assessed whether the Company''s disclosures in Note 31 to the financial statements - Contingent liabilities and commitments, adequately disclose the relevant facts and circumstances and potential liabilities of the Company.
		e)	Further, considered the effect of all the information in respect of uncertain tax positions as at March 31, 2022 and provision for tax to evaluate whether it was necessary to revise the Company''s position on these uncertainties.

Information Other than the Standalone Financial Statements and Auditorâs Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the Management report, Chairman''s statement, Director''s report etc but does not include the Standalone Financial Statements and our auditor''s report thereon. The Management report, Chairman''s statement, Director''s report etc is expected to be made available to us after the date of this auditor''s report.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

When we read the Management report, Chairman''s statement, Director''s report etc, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 âThe Auditor''s responsibilities Relating to Other Information'' and we need to describe actions applicable in the applicable laws and regulations

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

In preparing the Standalone Financial Statements, the Board of Directors 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 the Board of Directors 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.

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

We give in âAnnexure Aâ a detailed description of Auditor''s responsibilities for Audit of the Standalone Financial Statements.

Other Matter

The Standalone Financial Statements of the Company for the year ended March 31, 2021, were audited by another auditor whose report dated May 21, 2021 expressed an unmodified opinion on those statements. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31,2022 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2022 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 âAnnexure Câ.

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements -Refer Note 31 to the Standalone 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 (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) 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, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities

identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard 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 (1) and (2) above, contain any material mis-statement

3. As required by The Companies (Amendment) Act, 2017, in our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.

FOR M S K A & ASSOCIATES

Chartered Accountants ICAI Firm Registration No. 105047W

Srividya Vaidison

Partner

Membership No. 207132 UDIN: 22207132AJSPEV5369

Place: Mumbai

Date: May 27, 2022

Mar 31, 2021

(Referred to in paragraph 1 of our report of even date)

(i) (a) The Company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. (Refer Note 2 to the standalone financial statements).

(c) According to the information and explanations given to us, the title deeds of immovable properties are in the name of the Company, except, in one case of freehold land acquired consequent to the âScheme of Arrangement'' with gross and net carrying amounts of Rs. 0.34 crore and Rs.0.34 crore respectively - (Refer Note 2 to the standalone financial statements), in respect of which the deeds of conveyance is yet to be completed. The Company is in the process of complying and basis completion thereof, to obtain the right of ownership thereon.

(ii) As explained to us, inventories have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. No material discrepancies were noticed on verification between the physical stocks and the book records.

(iii) According to the information and explanations give to us, the Company has not granted loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly,

the Paragraph 3(iii) of the Order is not applicable to the Company.

(iv) According to the information and explanations given to us, the Company has not granted any loan or given any guarantees or provided any security to the parties covered under Section 185 of the Act. Further, the Company has not made any investment or given any loan or given any guarantee or provided any security within the meaning of Section 186 of the Act. Accordingly, the Paragraph 3(iv) of the Order is not applicable to the Company.

(v) The Company has not accepted any deposits from the public during the year to which the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 and other relevant provisions of the Act and the rules framed thereunder apply.

(vi) The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Act. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of these accounts and records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations

given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, duty of customs, goods and services tax, cess and any other statutory dues, where applicable, to the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records examined by us, the particulars of income tax, sales tax, service tax, duty of customs, duty of excise and value added tax as at 31^st March, 2021 which have not been deposited on account of a dispute pending, are as under:

Name of the Statute	Nature of the disputed dues	Amount ('' crore)*	Period to which the amount relates	Forum where disputes are Pending
The Income Tax Act, 1961	Tax, Interest and Penalty	10.38	2010-11,2011-12 2013-14 and 2014-15	Commissionerate (Appeals)
The Central Sales Tax Act, 1956, Local Sales Tax Acts and Works Contract Tax Act and Value Added Tax Acts	Tax, Interest and Penalty	0.06	1999-2000	High Court
		126.17	1998-99 to 2001-02 2003-04 to 2017-18	Commissionerate (Appeals)
		4.40	1996-97, 2000-01, 2002-03 to 2008-09, 2010-11 and 2011-12	Tribunal
The Customs Act,1962	Duty, Interest and Penalty	0.34	2019-20 and 2020-21	Commissionerate (Appeals)
The Integrated Goods and Services Tax Act, 2017	Tax and Penalty	0.15	2020-21	Commissionerate (Appeals)
(*net of pre-deposit paid in getting the stay / appeal admitted)

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions and banks or dues to debenture holders. The Company has not taken any loans or borrowings from the Government.

(ix) According to the information and explanations given to us, the Company has not raised monies by way of initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us, on an overall basis, the term loan has been applied for the purpose for which the term loan was obtained.

the Company by its officers or employees noticed or reported during the year nor have we been informed of such case by management.

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

(xii) According to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, the Paragraph 3(xii) of the Order is not applicable to the Company.

under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

(xiv) According to the information and explanations given to us, the Company had not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the Paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year. Accordingly, the Paragraph 3 (xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934

SHARP & TANNAN

Chartered Accountants Firm''s Registration No.109982W by the hand of

Edwin P. Augustine

Partner

Membership No. 043385 Mumbai, 21^st May, 2021 UDIN: 21043385AAAADQ3996

Mar 31, 2019

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Crompton Greaves Consumer Electricals Limited (the âCompanyâ), which comprise the Balance Sheet as at 31st March, 2019, and the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the Standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

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 âActâ) in the manner so required and 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 31st March, 2019, and profit, 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 Auditorâs Responsibilities 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 ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules 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 we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current year. 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.

1. Goodwill

On the demerger of the Consumer Business from Crompton Greaves Limited (CGL) (now CG Power and Industrial Solutions Limited) and in terms of âScheme of Arrangementâ the assets and liabilities of the Consumer Business along with certain brand usage rights were transferred to Crompton Greaves Consumer Electricals Limited (CGCEL). The excess of liabilities over net assets based on fair value and the share capital amounting to Rs. 779.41 crore, was shown as Goodwill in the books of CGCEL. The Company has adopted the policy of amortising the goodwill in the books of account, on the basis of impairment test, only if there is an indication of impairment as at the reporting date. Based on the valuation done by the managementâs consultant, the value of the goodwill is more than book value of goodwill as at 31 st March, 2019, and hence, there is no indication of impairment.

Due to the inherent uncertainty involved in forecasting and discounting future cash flows, determination of discount and terminal growth rates, which are the basis for computing the value of goodwill and the assessment of recoverability, these are the key judgement areas. In view of the above, the Company has carried out an impairment assessment of goodwill using a value-in-use model which is based on the net present value of the forecast earnings of the cash generating units. The calculation involved using certain assumptions around discount rates, growth rates and cash flow forecasts. This is considered as the key audit matter.

Audit Procedures

We have performed the audit procedures, including:

a) Critically reviewing the Companyâs assumptions pertaining to externally derived data in relation to key inputs, such as, long-term growth rates and discount rates;

b) Assessed the appropriateness of the forecasted cash flows based on our understanding of the business and sector experience;

c) Recalculated the weighted average cost of capital (WACC) used to discount the cash flows and assessed those rates to be reasonable based on knowledge of the economic environment and the risk premium associated with respective industries and countries.

d) Compared the cash flow forecasts used in the impairment assessment prepared by management consultant with the budgeted numbers to the extent available;

e) Evaluated the reasonableness of the forecasts made by the management by comparing past forecasts to historical results, where this was available, and by comparing to the current year results of the Company;

f) Subjected related key assumptions to sensitivity analysis;

g) Evaluated whether the Companyâs disclosures concerning the sensitivity of the impairment assessment to changes in key assumptions, reasonably reflected the risks inherent in the valuation of goodwill;

h) Skeptically reviewed managementâs assumptions, judgement and the appropriateness of the valuation model used;

i) Tested the mathematical accuracy of managementâs calculations.

Our audit procedures did not reveal in any material variations.

2. Ongoing tax matters, including provision for tax

The Companyâs unsettled tax positions includes matters under dispute which involves significant judgment to determine the possible outcome of these disputes. These provisions are estimated using a significant degree of management judgement in interpreting the various relevant rules, regulations and practices. Provision for tax is also based on the presumption of significant estimates and assumptions on the allowability / disallowablilty of claims. Hence, it is considered as a Key Audit Matter.

Audit Procedures

We have performed audit procedures, which including:

a) Obtained information of completed tax assessments and demands / refunds received by the Company during the financial year 2018-19;

b) Critically reviewed the processes and controls in place over tax assessments and demands / refunds through discussions with the managementâs internal experts / external consultants and reviewed the communications with those charged with governance pertaining to this issue;

c) Involved our tax team to critically evaluate the assumptions in estimating the tax provisions and the possible outcome of the assessment / demands. Our tax team considered past precedence and other rulings in evaluating Companyâs position on these uncertain tax positions.

d) Assessed whether the Companyâs disclosures in Note 31 to the standalone financial statements, the Contingent liabilities and commitments, adequately disclose the relevant facts and circumstances and potential liabilities of the Company.

e) Also, considered the effect of all the information in respect of uncertain tax positions as at 31st March, 2019 and provision for tax to evaluate whether any review was necessary to Companyâs position on these uncertainties.

Our audit procedures did not reveal any negative observations in the matter.

3. Estimates - Provision for warranty

Computation of provision for warranties and returns involves critical evaluation of historical data with respect to the nature of repair and returns, and estimation of costs in respect of future warranty claims and refunds. In view of the estimates being based on facts and circumstances that can change from period to period, this is considered to be a significant management judgement. Hence, a Key Audit Matter.

Audit Procedures

We have performed audit procedures, which includes:

a) Reviewed managementâs contract risk assessments by enquiries, inspection of meeting minutes and review of correspondence with customers, where available. As we have the knowledge gained through field involvement and feedback on review of the operation, contract and project reviews, we also assessed the justification for and the accuracy of provisions;

b) Reviewed the recognition and appropriateness of provisions by re-computing the amounts, obtaining management statements, evidence and supporting documents, such as, correspondence with clients or legal assessments of internal sources, where available;

c) Considered the historical accuracy of estimates made by management through reviews of actual facts. In order to gain a complete and clear understanding, additionally performed enquiry procedures and reviewed relevant documents.

Our audit procedures did not reveal any observations of any material differences.

Information Other than the Standalone Financial Statements and Auditorâs Report Thereon

The Companyâs 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 standalone financial statements and our auditorâs 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 in the 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 Companyâs 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 financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed 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 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 Companyâs 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 Companyâs financial reporting process.

Auditorâs Responsibilities 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 auditorâs 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 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:

(a) 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;

(b) Obtain an understanding of internal 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;

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

(d) Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs 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 auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

(e) Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the standalone 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 standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report, where applicable and 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 (Auditorâs Report) Order, 2016 (the âOrderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure âAâ, 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, 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 standalone financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act;

(e) on the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 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 âBâ;

(g) with respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors is in accordance with the provisions of section 197 of the Act; and

(h) with respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 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:

(1) the Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements -(Refer Note 31 to the standalone financial statements);

(2) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

(3) the requirements to transfer amounts to the Investor Education and Protection Fund is not presently applicable to the Company.

(Referred to in paragraph 1 of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(c) According to the information and explanations given to us, the title deeds of immovable properties are in the name of the Company, except, in one case of freehold land acquired consequent to the âScheme of Arrangementâ with gross and net carrying amounts of Rs.0.34 crore and Rs.0.34 crore respectively - (Refer Note 2 to the standalone financial statements), in respect of which the deeds of conveyance is yet to be completed.

(vii) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income tax, duty of customs, goods and services tax, cess and any other statutory dues, where applicable, to the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records examined by us, the particulars of income tax, sales tax, service tax, duty of customs, duty of excise and value added tax as at 31st March, 2019 which have not been deposited on account of a dispute pending, are as under:

Name of the Statute	Nature of the disputed dues	Amount (Rs. crore)*	Period to which the amount relates	Forum where disputes are pending
The Income Tax Act, 1961	Tax, Interest and Penalty	10.38	2010-11 and 2011-12 2013-14 to 2015-16	Commissionerate (Appeals)
The Central Sales Tax Act, 1956, Local Sales Tax Acts and Works Contract Tax Act and Value Added Tax	Tax, Interest and Penalty	0.06	1999-2000	High Court
		33.68	1998-99 to 2001-0t2 2003-04 to 2017-18	Commissionerate (Appeals)
		4.60	1996-97 2000-01 2002-03 and 2003-04 2005-06 to 2008-09 2010-11 and 2011-12	Tribunal
The Central Excise Act, 1944, the Customs Act, 1962 and Service Tax under the Finance Act, 1994	Duty, Interest and Penalty	1.37	2001-02	Commissionerate (Appeals)

(*net of pre-deposit paid in getting the stay / appeal admitted)

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions and banks. The Company has not taken any loans or borrowings from Government. The Company has issued redeemable non-convertible debentures, however, there are no dues for repayment.

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

(xii) According to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, the Paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us, all the transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable. The relevant details of such related party transactions have been disclosed in the standalone financial statements, etc., as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

(Referred to in paragraph 2(f) of our report of even date)

Report on the Internal Financial Controls under Section 143(3)(i) of the Companies Act, 2013

We have audited the internal financial controls over financial reporting of Crompton Greaves Consumer Electricals Limited (the âCompanyâ) as of 31st March, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting 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 (the âGuidance Noteâ) 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 companyâs 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 Companies Act, 2013 (the âActâ).

Auditorâs Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and 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 over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting 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 standalone 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 companyâs assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as of 31st March, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

SHARP & TANNAN

Chartered Accountants

Firmâs Registration No.109982W

by the hand of

Edwin P. Augustine

Partner

Mumbai, 21st May, 2019 Membership No. 043385

Mar 31, 2018

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Crompton Greaves Consumer Electricals Limited (the âCompanyâ), which comprise the Balance Sheet as at 31^st March, 2018, and 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 the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the âActâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit (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 prescribed 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditorâs Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made thereunder.

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the 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 reasonableness of the accounting estimates made by the Companyâs Directors as well as evaluating the overall presentation of the Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at 31^st March, 2018, and its profit (financial performance including other comprehensive income), and its cash flows and changes in equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended 31^st March, 2017 and the transition date opening Balance Sheet as at 1^st April, 2016 prepared in accordance with Ind AS included in these Ind AS financial statements have been audited by us and have expressed an unmodified opinion. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

(g) with respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 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:

(1) the Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - (Refer Note 32 to the financial statements);

(2) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

(3) reporting on being no delay in transferring amounts, required to be transferred, to Investor Education and Protection Fund by the Company is not applicable.

ANNEXURE âAâ TO THE INDEPENDENT AUDITORâS REPORT

(Referred to in paragraph 1 of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(c) According to the information and explanations given to us, the title deeds of immovable properties are in the name of the Company, except, in one case of freehold land acquired consequent to the âSchemeâ - (Refer Note 35 to the Ind AS financial statements) with gross and net carrying amounts of Rs.0.34 crore and Rs.0.34 crore respectively - (Refer Note 2 to the Ind AS financial statements), in respect of which the deeds of conveyance is yet to be completed.

(vii) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, goods and services tax, cess and any other statutory dues, where applicable, to the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records examined by us, the particulars of income tax, sales tax, service tax, duty of customs, duty of excise, and value added tax as at 31^st March, 2018 which have not been deposited on account of a dispute pending, are as under:

Name of the Statute	Nature of the disputed dues	Amount (Rs.crore)*	Period to which the amount relates	Forum where disputes are pending
The Income Tax Act, 1961	Tax, Interest and Penalty	10.38	2010-11 and 2011-12 2013-14 and 2014-15	Commissionerate (Appeals)
The Central Sales Tax Act, 1956, Local Sales Tax Acts and Works Contract Tax Act and Value Added Tax	Tax, Interest and Penalty	0.06	1999-2000	High Court
		40.16	1991-92 1997-98 to 1999-2000 2001-02 to 2014-15 2016-17 and 2017-18	Commissionerate (Appeals)
		2.47	1996-97 2000-01 2002-03 and 2003-04 2005-06 to 2008-09 2010-11 and 2011-12	Tribunal
The Central Excise Act, 1944, the Customs Act, 1962 and Service Tax under the Finance Act, 1994	Duty and Penalty	1.37	2001-02	Commissionerate (Appeals)

(*net of pre-deposit paid in getting the stay / appeal admitted)

(xii) According to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, the Paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us, all the transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable. The relevant details of such related party transactions have been disclosed in the financial statements, etc., as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

SHARP & TANNAN

Chartered Accountants

Firmâs Registration No.109982W

by the hand of

Edwin P. Augustine

Partner

Mumbai, 15^th May, 2018 Membership No. 043385

Mar 31, 2017

Report on the Financial Statements

We have audited the accompanying financial statements of Crompton Greaves Consumer Electricals Limited (the âCompanyâ), which comprise the Balance Sheet as at 31^st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the âActâ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the financial statements that gives 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 reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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 Act, in the manner so required and 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 31^st March, 2017, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (the âOrderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure âAâ, a Statement on the matters specified in paragraphs 3 and 4 of the Order.

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 and the Cash Flow Statement 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, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31^st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act; and

(1) the Company has disclosed the impact of pending litigations on its financial position in its financial statements - (Refer Note 28 to the financial statements);

(2) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

(3) reporting on being no delay in transferring amounts, required to be transferred, to Investor Education and Protection Fund by the Company is not applicable; and

(4) the Company has provided requisite disclosures in the financial statements as to holdings as well as in Specified Bank Notes during the period from 8^th November, 2016 to 30^th December, 2016. Based on audit procedures and relying on the management representation, we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the management - (Refer Note 44 to the financial statements).

(Referred to in paragraph 1 of our report of even date)

ANNEXURE Aâ TO THE INDEPENDENT AUDITORâS REPORT

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(c) According to the information and explanations given to us, the title deeds of immovable properties are generally in the name of the Company, except, in two cases of freehold land acquired consequent to the âSchemeâ - (Refer Note 43 to the financial statements) with gross and net carrying amounts of Rs.1.76 crores and Rs.1.76 crores respectively -(Refer Note 1 1 to the financial statements), in respect of which the deeds of conveyance is yet to be completed.

(iii) According to the information and explanations given to us, the Company has not granted loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the Paragraph 3(iii) of the Order is not applicable to the Company.

(iv) According to the information and explanations given to us, the Company has not granted any loan or given any guarantees or provided any security to the parties covered under Section 1 85 of the Act. Further, the Company has not made any investment or given any loan or given any guarantee or provided any security within the meaning of Section 186 of the Act. Accordingly, the Paragraph 3(iv) of the Order is not applicable to the Company.

(vi) The maintenance of cost records has been specified by the Central Government under Section 1 48(1 ) of the Act. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of these accounts and records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues, where applicable, to the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records examined by us, the particulars of income tax, sales tax, service tax, duty of customs, duty of excise, and value added tax as at 31^st March, 2017 which have not been deposited on account of a dispute pending, are as under:

Name of the Statute	Nature of the disputed dues	Amount (Rs. crores)*	Period to which the amount relates	Forum where disputes are pending
The Income Tax Act, 1961	Tax, Interest and Penalty	14.83	2009-10 2010-11	Commissionerate (Appeals)
The Central Sales Tax Act, 1956, Local Sales Tax Acts and Works Contract Tax Act	Tax, Interest and Penalty	0.06	1999-2000	High Court
		32.04	1997-98 to 2016-17	Commissionerate (Appeals)
		6.01	1994-95 1996-97 2000-01 to 2003-04 2006-07 to 2010-11	CESTAT/Tribunal
The Central Excise Act, 1944, the Customs Act, 1 962 and Service Tax under the Finance Act, 1994	Duty, Service tax, Interest and Penalty	0.04	2005-06 to 2010-11	CESTAT
	Duty, Service tax, Interest and Penalty	1.37	2001-02	Commissionerate (Appeals)

(*net of pre-deposit paid in getting the stay/appeal admitted)

(xii) According to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, the Paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us, all the transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable. The relevant details of such related party transactions have been disclosed in the financial statements, etc., as required under Accounting Standard (AS) 18 Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year. Accordingly, the Paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

SHARP & TANNAN

Chartered Accountants

Firmâs Registration No.109982W

by the hand of

Edwin P. Augustine

Partner

Mumbai, 26^th May, 2017 Membership No. 043385

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