CEAT : TYRESNMORE Online Pvt Limited FY 23-24

INDEPENDENT AUDITORS REPORT

To the Members of TYRESNMORE ONLINE PRIVATE LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of TyresNmore Online Private Limited Company comprise the Balance Sheet as at 31st March 2024, 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 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 Ind AS financial statements give

generally accepted in India, of the state of affairs of the Company as at 31 March, 2024 its Loss including other comprehensive income, its cash flows and the changes in equity 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 for the Audit of the Financial Statements section of our report.

We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

The Company provides an e-commerce platform that enables to sell the Products through its own website and other online market places under the E-commerce model. The Company mainly generates revenue through Sale of these products.

Audit procedures performed We have obtained an understanding, evaluated the design, and tested the operating effectiveness of the general controls, automated controls and control over systems while recording transactions in the books of account.

The Company information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our

1

V. S. SOMANI & CO.

Chartered Accountants

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained 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.

Financial Statements

The Companyf the Act with respect to the preparation of these 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company 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 Company

the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

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 financial statements.

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

1. 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.
2. 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.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

2

V. S. SOMANI & CO.

Chartered Accountants

1. 
   based on the audit evidence obtained, whether a material uncertainty exists related to events or
   conditions that may cast significant doubt on the Company as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
   he Company to cease to continue as a going concern.
2. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key

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

As required by the Companier, 2020 Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the

applicable.

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

1. 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.
2. 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 adequate for the purposes of our audit.
3. 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.
4. 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, 2015.
5. On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.
6. With respect to the adequacy of the internal financial controls over financial reporting of the
   Company B.
7. With respect to the other mrequirement of section197(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 Company has paid remuneration to its director during the period.

3

V. S. SOMANI & CO.

Chartered Accountants

1. 
   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:
2. 1. The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements refer note no. 28.
   2. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
   3. There are no amounts which are required to be transferred, to the Investor Education and Protection Fund by the Company.
   4. (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 advance or loaned or invested (either from borrowed funds or share premium or any other source or kind of fund) by the Company to or in any other person or entity, including foreign entity that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behal of the Ultimate Beneficiaries;

1. 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 Understanding, whether recorded in writing or otherwise, that the Company shall,

whether, directly or indirectly ,lend or invest in other person or entities identified in any manner whatsoever by or on provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

1. 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 representation under sub-clause (i) and (ii) of the Rule 11 (e), as provided under (a) and
   (b) above, contain any material misstatement.

1. The Company has not proposed dividend in the previous year, in accordance with section 123 of the Act, as applicable.
2. 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, 2024 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 the audit trail feature being tampered with.
   As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 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.

	For V.S. Somani and Co.,
	Chartered Accountants
	F. R. No.117589W
	Vidyadhar Somani
Place: Mumbai	Proprietor
Date: April 22, 2024	Membership No.102664
	UDIN: 24102664BKEIZB9774
	4

V. S. SOMANI & CO.

Chartered Accountants

Company on the financial statements for the year ended 31 March 2024 we report that:

1. (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
2. 1. 1. The Company has maintained proper records showing full particulars Intangible assets.
   2. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has conducted physical verification of all its fixed assets of its property, plant, and equipment. In this verification there was no material discrepancies were notice.
   3. The Company does not have any immovable properties hence reporting under clause (i)(B)(c) of the Order is not applicable to the Company.
   4. The Company has not revalued its property, plant and equipment (including Right-of-use assets) or Intangible assets or both during the year.
   5. No proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
3. (a) Physical verification of the inventory has been conducted at the end of the year by the management in our opinion, the coverage and procedure of such verification is appropriate; No discrepancies of 10% or more in physical verification of inventory were reported by them.
4. 1. 1. The Company has not been sanctioned any working capital limits at any point of time of the year from Banks and Financial Institutions hence reporting under this clause is not applicable to the Company.
   2. The Company has not made any investments or provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Hence reporting under clause iii (a) to (f) is not applicable.
   3. The Company has not given any loans, guarantees, and securities and invested any amount. Hence reporting under these clauses related with provisions of section 185 and 186 of The Act are not applicable.
   4. The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Hence the directions issued by Reserve Bank of India in relation to sections 73 to 76 or any other relevant provisions of the Companies Act and the rules made thereunder are not applicable.
   5. The maintenance of cost records has not been specified by the Central Government prescribed under sub-section 1 of section 148 of the Act, for business activities carried out by the Company. Therefore, the Provisions of Clause (vi) of Order is not applicable to the Company;
   6. According to the information and explanations given to us and the records of the Company examined by us, in our opinion,
   1. The Company is regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees' state insurance, income-tax,sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities.

Further no undisputed amounts payable in respect of provident fund, employee state insurance, income tax, sales tax, service tax, GST, duty of customs, duty of excise, value added tax, cess and any other material statutory dues were in arrears as at 31 March 2024 for a period of more than six months from the date they became payable.

5

V. S. SOMANI & CO.

Chartered Accountants

1. According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no statutory dues relating to Provident Fund, Employees State Insurance, or Cess or other statutory dues, which have not been deposited with the appropriate authorities on account of any dispute. The following dues of Excise duty, income tax and Securities and Exchange Board of India Act, 1992 have not been deposited by the Company on account of dispute:

Name of	Nature of	Amount (Rs.	Period to which the	Forum where dispute
the statute	Dues	In Lacs)	amount relates	is pending
Goods and	Tax	1.70		Commissioner of
Service Tax	Interest	1.89	2017-18	Goods and Service tax
Act, 2017	Penalty	0.20		(Appeals)

1. During the year, there are no transactions recorded in the books of account which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

1. (a) During the year, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
2. 1. During the year, the Company has not been declared a wilful defaulter by any bank or financial institution or any other lender.
   2. During the year, the Company has not availed any term loans from banks.
   3. During the year, no funds raised on short term basis by the Company,
   4. 1. The Company does not have any subsidiaries, associates or joint ventures. Hence reporting under clause ix (e) and (f) of the Order is not applicable.
3. (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x) (a) of the Order is not applicable.
4. 1. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.
5. (a) As per information and explanation given to us no fraud by the Company and on the Company has been noticed by the management and reported to us. Hence reporting under clause 3 xi (a) and (b) is not applicable.
6. 1. As represented to us by the management, there were no whistle blower complaints received by the Company during the year.
7. In our opinion, the Company is not a Nidhi Company. Accordingly reporting under clause 3(xii)(a),
8. 1. and (c) of the Order is not applicable
9. As per information and explanation given to us all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act and the details have been disclosed in notes to the financial statements, as required by the applicable accounting standards.
10. (a) The Company does not require an internal audit system, hence reporting under clause (b) is not applicable.
11. The Company has not entered any non-cash transactions with directors or persons connected to its directors, and hence, provisions of Section 192 of the Act are not applicable to the Company.

6

V. S. SOMANI & CO.

Chartered Accountants

1. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi) (a) of the Order is not applicable.
2. 1. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi) (b) of the Order is not applicable.
   2. The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi) (c) of the Order is not applicable.
   3. The Company is not part of any group (as per the provisions of the Core Investment Companies (Reserve Bank directions,2016 as amended), Accordingly, the requirements of Clause 3(xvi) (d) of the Order is not applicable.
3. The Company has incurred cash losses in the current and in the immediately preceding financial year.
4. Erstwhile Statutory Auditor of the Company has been resigned during the year. Erstwhile Auditor has not raised the issues, objections or concerns during the earlier year which needs to be considered by us.
5. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
6. (a) The Company does not require to transfer an amount in compliance with the provisions under section 135 of the Act. Hence reporting in sub clause (b) is not applicable to the Company.

For V.S. Somani and Co.,

Chartered Accountants

F. R. No.117589W

	Vidyadhar Somani
Place: Mumbai	Proprietor
Date: April 22, 2024	Membership No.102664
	UDIN: 24102664BKEIZB9774

7

V. S. SOMANI & CO.

Chartered Accountants

Annexure -

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financial reporting of TyresNmore Online Private

Limited The Company 2024 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

The Company 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

include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to

Company 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.

Our responsibility is to express an opinion on the Company reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of 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 Institute of Chartered Accountants of India. 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

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 Company controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

• Companyassurance regarding the reliability of financial reporting and the preparation of financial statements for
  external purposes in accordance with generally accepted accounting principles. A Company 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 financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company

8

V. S. SOMANI & CO.

Chartered Accountants

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 and to the best of our information and according to the explanations give 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 at 31 March 2024, 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 issued by the Institute of Chartered Accountants of India.

For V.S. Somani and Co.,

Chartered Accountants

F. R. No.117589W

	Vidyadhar Somani
Place: Mumbai	Proprietor
Date: April 22, 2024	Membership No.102664
	UDIN: 24102664BKEIZB9774

9