To the Members of Tube Investments of India Limited
Report on the Audit of the Standalone Financial StatementsOpinion
We have audited the Standalone Financial Statements of Tube Investments of India Limited ("the Company”), which comprise the Balance sheet as at March 31, 2025, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the Standalone Financial Statements, including a summary of material 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, as amended ("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 March 31,2025, its profit 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 of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs), as 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 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 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 for the financial year ended March 31, 2025. 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. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.
Key audit matters
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How our audit addressed the key audit matter
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Timing of Revenue Recognition (as described in Note 3.12 and Note 19 of the Standalone Financial Statements)
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The Company has 3 major operating segments, namely, Mobility, Engineering and Metal Formed
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Our audit procedures included the following:
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Products. The type of customers varies across these
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• We understood the Company's order to cash
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segments, ranging from dealers in Mobility Segment to
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processes, including design and implementation
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Original Equipment Manufacturers and their suppliers,
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of controls which vary based on product
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dealers and Industrial Customers in respect of the
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segment and customer, and tested the operating
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Metal Formed Products and Engineering Segments. The Company recognizes revenue from sale of goods
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effectiveness of such controls in relation to revenue recognition.
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at a point in time based on the terms of the contract
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• On a sample basis, we tested revenue transactions
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with customers which may vary case to case. Terms
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to contracts with customers, purchase orders
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of sales arrangements with various customers within
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issued by customers and sales invoices raised by
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each of the operating segments, including Incoterms,
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the Company to determine the timing of transfer of
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determine the timing of transfer of control and require
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control along with pricing terms and the timing of
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judgement in determining the timing of revenue
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revenue recognition in respect of such contracts.
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recognition.
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• We performed substantive analytical procedures
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Due to the judgement relating to determination of point
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including analyzing revenue transactions near the
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of time in satisfaction of performance obligations with
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reporting date and tested whether the timing of
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respect to sale of products, this matter is considered
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revenue was recognized in the appropriate period
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as Key Audit Matter.
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with reference to shipping records, sales invoices etc. for sample transactions.
• We read, understood and evaluated the Company's accounting policies pertaining to revenue recognition and assessed compliance with the policies in terms of Ind AS 115 - Revenue from Contracts with Customers.
• We assessed the disclosures for compliance with applicable accounting standards.
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Valuation of Compulsorily Convertible Preference Shares (CCPS) - (as described in Note 3.3, Note 3.26 and Note 6a of the Standalone Financial Statements)
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The Company along with multiple investors have
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• We obtained and read the Shareholders'
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entered into a Shareholders Agreement with TI Clean
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Agreement pertaining to the Company's
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Mobility Private Limited ("TICMPL') to subscribe to
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investment in CCPS of TICMPL and other relevant
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series of Compulsorily Convertible Preference Shares
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documents including the critical terms involved in
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(CCPS) - Series A & B. The Company subscribed to Series B CCPS during the Financial Years ended
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relation to the CCPS.
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2022-23 & 2023-24. Series A was subscribed by other
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• We understood and assessed the design and
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investors in multiple tranches between March 2023
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tested the operating effectiveness of the key
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and June 2024 with the final round of funding being
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controls over the accounting of CCPS.
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completed in June 2024.
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• We evaluated the appropriateness of classification
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Based on the terms of the agreement and in accordance with Ind AS, the investment in CCPS has been accounted for at Fair Value Through Profit and Loss ("FVTPL') by the Company.
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of CCPS in accordance with applicable Ind AS.
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Key audit matters
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How our audit addressed the key audit matter
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Based on this, a fair value gain of ?569 crores has been accounted during the year ended March 31,2025 and the carrying value of the Company's investment in Series B CCPS of TICMPL as at March 31, 2025 is ?1,069 crores.
The accounting for investment in CCPS at FVTPL involves significant judgement relating to the classification and valuation of these instruments considering the complex terms attached to the instrument (including variable conversion ratios, milestone-based adjustments, etc).The valuation of the CCPS also involves judgements and assumptions relating to various inputs like conversion and liquidation events, valuation model, expected volatility, risk free rate, time interval, etc.
Considering the significance of the amount to the Standalone Financial Statements, complex accounting and the significant estimates / judgements involved in the valuation, we have considered this as key audit matter.
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• We evaluated the competence and objectivity of the management's expert engaged for the valuation of the CCPS, obtained an understanding of the work of management's expert and assessed the appropriateness of the fair value considered and accounted, by the management, based on such valuation.
• We reviewed (including through the use of auditor's internal experts) the valuation of CCPS and assessed the reasonableness of the underlying key estimates and assumptions used in determining the fair value of CCPS as at March 31,2025.
• We assessed the disclosures for compliance with applicable accounting standards.
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Other Information
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Board's Report & Management Discussion and Analysis, Report on Corporate Governance, General Shareholders Information and Business Responsibility and Sustainability 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 such 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.
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, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 judgements and estimates that are reasonable and prudent; and the 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Charged with Governance 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 judgement 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 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 with reference to 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 management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the 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 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 for the financial year ended March 31,2025 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 of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1” 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, to the extent applicable, 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 except for the matters stated in the paragraph (i)(vi) below on reporting under Rule 11(g);
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other
Comprehensive Income, the Cash Flow Statement 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 Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3) (b) and paragraph (i) (vi) below on reporting under Rule 11(g);
(g) With respect to the adequacy of the internal financial controls with reference to these Standalone Financial Statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2” to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31, 2025 has been paid / provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;
(i) 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 its financial position in its Standalone Financial Statements - Refer Note 36a to the Standalone Financial Statements;
ii. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, 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, as disclosed in Note 46(iv) to the Standalone Financial Statements, 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 persons or entities, including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 46(v) to the Standalone Financial Statements, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed 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 (a) and (b) contain any material misstatement.
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 Act to the extent it applies to payment of dividend. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act. As stated in Note 18d to the Standalone Financial Statements, 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.
vi. Based on our examination which included test checks, the Company has used 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, except that:
(a) with respect to one application, the audit trail feature has operated only for part of the year ending March 31, 2025 for certain relevant transactions recorded in the software and for direct changes to data when using certain access rights - Refer Note 47 (a) to the Standalone financial Statements;
(b) with respect to an application used for payroll processing which is operated by a third-party software service provider, in the absence of a detailed Service Organisation Controls Report, we are unable to comment on whether audit trail feature of the said application was enabled and operated throughout the year for all relevant transactions recorded in the application or whether there were any instances of the audit trail feature being tampered with - Refer Note 47 (b) to the Standalone financial Statements.
Further, during the course of our audit, for the applications and periods for which audit trail feature is enabled and operated we did not come across any instance of audit trail feature being tampered with.
Additionally, the audit trail of relevant prior year has been preserved by the Company as per the statutory requirements for record retention, to the extent it was enabled and recorded in those respective years, except that, with respect to an application operated by a third-party software service provider, in the absence of coverage of this attribute for the period enabled in the related Service Organisation Controls report, we are unable to comment whether the audit trail has been preserved as per the statutory requirements for record retention - Refer Note 47 (c) to the Standalone Financial Statements.
For S.R. Batliboi & Associates LLP
Chartered Accountants ICAI Firm Registration Number: 101049W/E300004
per Aravind K
Partner
Membership Number: 221268 UDIN: 25221268BMOUGQ1954 Place of Signature: Chennai Date: May 15, 2025
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