We have audited the accompanying standalone financial statements
of Sundaram-Clayton Limited (formerly known as Sundaram-
Clayton DCD Limited) (“the Company”), having its registered office
at “Chaitanya”, No.12, Khader Nawaz Khan Road, Nungambakkam,
Chennai-600 006, Tamil Nadu which comprise the Balance Sheet as
at March 31, 2025, the Statement of Profit and Loss (Including Other
Comprehensive Income), the Statement of Changes in Equity and
the Statement of Cash Flows for the year ended on that date, and
notes to the financial statements, including a summary of the material
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
(the ‘Act') in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards (‘Ind AS') prescribed
under section 133 of the Act and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March
31, 2025, and its profit, total comprehensive income, changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing(“SA”s) specified under
section 143(10) of the Act. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of
the 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 ICAI's
Code of Ethics. We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our audit opinion on
the Standalone Financial Statements.

Key Audit Matters

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

We have determined the matters described below to be the Key Audit
Matters to be communicated in our report.

Information Other than the Standalone Financial Statements and
Auditor’s 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, Board's Report including
Annexures to Board Report, Business Responsibility and Sustainability
Report, Corporate Governance and Shareholder's Information, but
does not include the consolidated financial statements, 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
during the course of our audit or otherwise appears to be materially
misstated.

If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Responsibilities of Management 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, including other
comprehensive income, changes in equity and cash flows of the
Company in accordance with the accounting principles generally
accepted in India, including the Ind AS specified under section 133
of the Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding 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 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
and those charged with governance are responsible for assessing
the Company's ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going
concern basis of accounting unless management and those charged
with governance either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

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

Auditor’s 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.

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

• Identify and assess the risks of material misstatement of the
Standalone Financial Statements, whether due to fraud or
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal financial controls 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
with reference to the Standalone Financial Statements in place
and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related disclosures

in the 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
auditor's report. However, future events or conditions may
cause the Company to cease to continue as a going concern.

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

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 financial controls that we identify during our audit.

We also provide those charged with governance, 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
auditor's report unless law or regulation precludes public disclosure
about the matter, or when in extremely rare circumstances, we
determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 (the “Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in “Annexure A”
a statement on the matters specified in paragraphs 3 and 4
of the Order.

2. As required by section 143(3) of the Act, based on our audit
we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purpose 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, 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 Ind AS specified under
section 133 of the Act;

(e) On the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified as on
March 31, 2025 from being appointed as a director in
terms of section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial
controls with reference to Standalone Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in “Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial controls
with reference to Standalone Financial Statements.

(g) With respect to the other matters to be included in the
Auditor's 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 during the year is in accordance
with the provisions of section 197 of the Act.

(h) With respect to the other matters to be included in
the Auditor's Report in accordance with rule 11 of
the Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion and to the best of our
information and according to the explanations given to
us:

(i) The Company has disclosed the impact of
pending litigations on the financial position in its
Standalone Financial Statements. Refer Note
36(i) to the Standalone Financial Statements;

(ii) The company did not have any long-term
contracts including derivatives contracts for
which there were any material foreseeable
losses as at March 31,2025;

(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 (which are material either individually
or in the aggregate) 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 or entity, including
foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that,
to the best of its knowledge and belief, no
funds (which are material either individually
or in the aggregate) have been received
by the Company from any person or entity,
including foreign entity (“Funding Parties”),
with the understanding, whether recorded in
writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances, 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 (a) and (b) above, contain
any material misstatement.

^(v) As stated in Note No. 35(b) to the Standalone
Financial Statements interim dividend declared
and paid by the company during the year and
until the date of this report is in compliance with
section 123 of the Act.

^(vi) Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account for
the financial year ended March 31,2025 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 systems. Further, during the
course of our audit we did not come across any
instance of the audit trail feature being tampered
with and the audit trail has been preserved by
the Company as per the statutory requirements
for record retention.

for Raghavan, Chaudhuri & Narayanan

Chartered Accountants
Firm’s Registration No.: 007761S

V. Sathyanarayanan

Partner

Place : Chennai Membership No. 027716

Date : May 6, 2025 UDIN: 25027716BMIIML1415