Foseco India Ltd — Annual Report 2021

Feb 10, 2022

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February 10, 2022

BSE Limited National Stock Exchange of India Limited Listing Department, Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] Floor, Dalal Street, Plot No. C/1, G Block, Mumbai 400 001 Bandra Kurla Complex, Bandra (East), Mumbai-400 051

Dear Sirs,

• Sub: 1. Audited Financial Results for the quarter and year ended 31 December 2021 2. Recommendation of the Final Dividend

Ref: BSE Scrip Code: 500150, NSE Symbol: FOSECOIND, ISIN: INE519A01011

We write to advice that the Board of Directors of the Company, at its Meeting held today i.e., February 10, 2022, have approved the following:

1. Audited Financial Results of the Company for the quarter and year ended 31 December 2021: Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, (“Listing Regulations”) [SEBI (LODR)], we are submitting herewith the following documents:-

2. a) The Audited Financial Results of the Company for the quarter and year ended 31 December 2021; and

3. b) The Statutory Auditor’s Report on the Financial Results.

In compliance with Regulation 33(3)(d) of the SEBI (LODR), as amended from time to time, the Board of Directors had declared that the Statutory Auditors of the Company, Price Waterhouse Chartered Accountants LLP (Firm Registration no. 012754N / N500016) have issued an Audit Report with unmodified opinion on the Annual Audited Financial Results of the Company for the year ended 31 December 2021.

1. Recommendation of the Final Dividend: The Board of Directors has recommended payment of a final dividend of Rs. 25/- per equity share (250%) on a paid-up equity share of Rs. 10/each, for the financial year ended 31 December 2021, subject to approval of the Shareholders’ at the forthcoming Annual General Meeting of the Company.

The Meeting of the Board of Directors commenced at 1715 hours and concluded at 1900 hours.

You are requested to take the above information on record.

Yours faithfully, For Foseco India Limited MAHENDRA Digitally signed by MAHENDRA KUMAR KUMAR DUTIA Date: 2022.02.10 DUTIA 19:03:20 +05'30' Mahendra Kumar Dutia Controller of Accounts and Company Secretary

Enclosing: as above

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FOSECO

Foseco India Limited

Roglstorod Office: Gal Nos. 022 & 923, Sanaswadi, Taluka Shlrur, District Puna - 412208 Tele: •·91 2137 668100, Fax: • 91 2137 668160 Wobslto: www.tosccolndia.com, E-mail 10: lnvestor.grievance@vesuvius.com

Corporate Identity Number: l24294PN1958PLC011052

Statomont of financials results for tho quartor and year ondod 31 Oocember 2021

					(All fiaures inRu"•• Lakhsl	(All fiaures inRu"•• Lakhsl	(All fiaures inRu"•• Lakhsl	(All fiaures inRu"•• Lakhsl	(All fiaures inRu"•• Lakhsl	(All fiaures inRu"•• Lakhsl	(All fiaures inRu"•• Lakhsl	(All fiaures inRu"•• Lakhsl	(All fiaures inRu"•• Lakhsl
Sr. No 1	.	P1rlcul1rs Income from Oporatlona a Revenue rrom Oporabons b Othor lncomo			Curront 3 months ended		Procodfng 3 months ended			Corresponding J months ended In tho prevlou1 vear		Current Previous Accounting Vear Accounting Year Ended Ended 31-Dec-2021 31-Dec-2020 Audltod Audited 33.801.11 25.115 04 561.35 620 92
					31-Dec-2021 Unaudited ( Reier noto-2) 8.746. lQ 81 83		30- U	Sep.2021 naudltod 8,69.75 99.30		31-Dec.2020 Unaudited ( Reier note-2) 8,22687 180.04
		Tot	al Income from Operations 11 to b)		8,828.02			8,796.05		8,406.91		34,362.46 25,735.96 18,354 33 13,029 39 1,045 76 55535 (211.31) 529 82 3,854.30 3,518.68 0 07 588.18 5910 6,398.93 5,402.74
2		Exp • b C d • r g	on101 Cost of materials consumed Purchaso of S1ock ln Trado Changes in lnvontoriu5 of t1n15hod Good5, Work�in-Progre55 and Stowln-Tr8dG Employee benef it expense Hnanco cost Depreciation and amortisation oxponso Other CxPMOi		4,769 43 274 67 (123.45) 1,018.98 159 89 1,638.09			4,477 62 280.00 110.58 983.43 151 40 1,802.84		4,458 65 221 48 4 30 884,07 143 59 1,717.72
		Tot	al Expon•o• (a tog}		7,7J7,61			7,605.8	7	7,429.81		30,030.19	23,627.11
3 4		Pro	fit boforc tax		1,090.41			1,190.1	8	977.1	0	4,332.2	7 2,108.85
		Tax	Exponso
			Current Tax (not)		292.00 (13.08)			291.0 10 4	0 9	332.71 (7507)		1,095.0 61123 17.25 (460)
			Doforrod 1 e, charge/ (crcdlt)
			Pnorycar lax adjustments (credit) I chargo					(9 0	8)			(47.01)
		Tot	al Tax Expcnac Profit for the Porlod / Yoar		278.9	2		292.41		257,64		1,065.24	5&5,17
5 6		Not			811.49			897.7	7	719.46		3,267.03	1,543.68
		Oth	or comprehensive lncomo,	not of income tu	2901 (7.31) 21.70 B33.19 63B.65 12,71
			~~•~~ Items that wil not be recra	ssdiod lo profit or loss				(28.91) 7 28				(57.72) (119.49) 14.53 30,07 (43,19) (89.42) 3,223.84 1,454.26
			I Remeasurement of defined omployoo bonof1t plans 1 Ta, relating to romoesuromont of dofinod bcncfi1 plan al othor comprehensive Income, net of tax al comprchonslvo lncomo for the period I yoar (S+I- 6) up Equity Sharo Capitol (Faco Valuo Rs.10/. por aharol							(41 37) 10.42
		1
7 8		Tot Tot Paid						(21 63)		(30,95)
								876.14		6B8.51
						5		'38.15		638,65		638.65 638.65 51.16 24.17 20,228.23 17,626 0
8		Ear	ning• por oqulty shuo (not annuall1odl Ba ale and dllutod earnings per share (In INR)
10						1		14.0		11.27

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Page 1 of 4

Statement of Assets and Llabllltlos as at December 31, 2021

Pariculars				(Allfiour Current Accounting Voar Ended 31-Dec-2021 Audited		os in AupcosLakhsl Previous Accounting Vaar Ended 31-Dec-2020 Audited
A	ASSETS
1 (o) (bi (C) (di {O) (f) (gl (h) 2 (o) (b) (c) (d)	Non-Curront Aucta Propeny, pant and oqu1pmon1 Capitalwori,in-progrosA 1ntaog1b0 assots Righior useassets Finanaal Assots 1 Loans Doforrod tax assets Income taxa5sets(not) Othor non-curront assots Total Non.Currant Aaaot1 Current aa.et1 lnvenlonos Financial assots ,. Trado ree1vabl05 tl Cash and cash oquivalonts 11, Bank baances othor than cash and cash oqui iv Loans v Other financal 3SSols lncomo tax assots (not) Olhor current .uots	valonts			3,539.45 25.34 2.56 51. 27 259,01 129.64 6 32 4,013.59 2,256.75 7,419,84 14,917.79 62,86 1016 67 38 32.51 665,86	3,0.31 4972 2.60 74 35 261 73 524.62 4,422.33 1,250.03 6,4952 13,630 02 7069 13.32 65 78 364,31
	TotalCurrantAuota TOTAL ASSETS				25,433.15 29,U6.74	21,885.57 26,307.90
B	EQUITY AND LIABILITIES EQUITY Equrty share captal Other Equrty
(a) (b)					638.65 20,228.23	638,65 17,6260
	Tot1I Equity LIABILITIES			20,866,88		18,264.71
1 (a) lb) 2 (8) (b) (c) (d)	Non-Curnmt Uabllltlos Flnanclal llaCildJns , Othor finanetalllabihtios Provisions Total Non-Current Liabllitio& Current Llab1Htio1 Flnancal f1ab11!t1os I Trado payabes •Total out:tanding duos of micro ontorprises cnterpnsos •Totaluuu:t�nding duos of creditors olhortha enterpnses and small onlcrpnsos Iii.other financial liabilities Othor curront habifitios Current tax liabiities Provisions	and smal nmicro	l		21.87 3762	24.16 33.86
					59.49 049 7.14241 94 54 189,15 223 78	58,02 0.07 6,681.65 742.91 28075 279.79
	Total Current Liabilities				8,520.37	7,985.17
	Total Uablllllos TOTAL EQUITY AND LIABILITIES			8,579.86 29,446.74		8,043.19 26,307.90

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Page 2 of 4

Statement of Cash Flow as at Fi nancial Year Endod Docembor 31, 2021

		(All f	(All f	igures In Ruoees Lakhs)	igures In Ruoees Lakhs)	igures In Ruoees Lakhs)
Particulars A.Cash flow from Operating acllvltlos Profitboro,o tu Adju1tmont1 for OoprocialJon and Amorisation oxponso Provision of lloubtful Dobis (Profit)/ Lou on sae J dispsal o, proporty, plant a	nd oqulpmont	Current AccounttngVe Ended 31-Dec-2021		Previous ar Accounting Yoar Endod 31-Dec-2020
		4,332.27 58818 (14.09) (492 85) (40,03) (081) 43.63 4,416.30	332 588	.27		2.108.85
				18		591.06 186.30
			(14.09)			3.08 0.07 (313 22)
FinanceCost Interest lncomo Provision for doubtul debts wntton back
						(88.53) 0.99
Unreal1sod exchange (gain)/ Joss (net)
Employeesharebasedpaymentoxpcnso Operating profit before working capital changes						26 65 2,515.25
Working capital adJustronhs for: (lnaoaso) / Docrnaso in rrado Rocovablos (Increase)/ Docroaso m lnvontonos		(889.18) 697.27 (1005 82) 68902 43 93 65 74 (301.55) (255.49)
		(889.18) (1005 82)
						68902 65 74 (255.49)
(lnCe&se) / Deereasa 1n 01hnr financal as.c1.		43 93
(lnaease) /Decease1nOtherassets		(301.55)
Increase/ (Docrasc) in Trade Payables		461 88				260.50
Increase I (DOrease) In Other financial llabllllies		209 04				065
Increase I (Doceaso) In Other liabilities lneroaso I (lJOclM!O) In l'fOVISiOM Cuh generated from operations		(11825) (109.97)				30.41
						(69.52)
		2,708.38				3,933.83
Incometaxes patd (net of refunds)		(732.53)				(904.94)
Net cashgonoratodfromoporatlno activitiesta)		1,973.86				3,028.89
8. Cash flow from Investing activities Payment& for property plantandequipment Proceeds from salo of property plant and equipment		(547 03) (44248)
		14 83 1 48
lntoresl rocelvod Netc11h usedIn Investing acllvlllo•(b)		484 77 25392 (47.43) (187.08)
c. Cash flow from Financing activities
Interest pald						(007)
DJVidendspaid		(638,65)				(31932)
'Net ca■h used In financing actlvltlos (c)		(638.6			5)	(319.39)
Net increasem cash and cash oquiva!onts• (a+b,c) Cash and cash equivalents at tho beg1nn1ng ot thoyoar Caah and cash oqulvatents at tho end of the year		1,287.7 13,630.0			7 2	2,522.42 11,107 60 13,630.02
		14,917.79
cash and cash cqu1va1onts comprise ot
Cash on hand Balances with banks		1ta				I Qt
�1n crront acounts		1.02.97				677.96
• In EEFC acounl&		43.64				366.05
Dopst wth maturily of loss than throo months Total cash and cash equlv1lent1		13,810.0 14,917.79				12,5850 13,630.02

Note : The aoove Statemcn1 01 Cash FI0\llll has boon prepared under the "lnd>reci Method" as •et out in the Ind AS . 7 on Statement of Ca,h Flow.

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Page 3 or 4

The results havo boon rov1ewod by tho Audit Comm1tteo and approved by the Company's Board of Directors at thetr respecllve meetings held on February 10, 2022. Tho statutory auditors have earned out tho audit ror the year ended 31 December 2021 and have issued an unmodified opinion

• 2 F,guros of the quarter ended 31 December 2021 and 31 December 2020 arc the balancing figures between audited figures in respect of the relevant full financial year and the published year to dato figures up to third quaner of relevant financial year.

• 3 Tho Compan'J has only one roportablo sogmont. motallurg1cal products and services. in accordance with Ind AS 108 - "Operating Segments", nolified pursuant to the Companies (Indian Accounbng Standards) Rules, 2015,

• 4 The Goard of o,rectors or the Company has recommended payment of a final dividend of Rs. 25/- (250%) on a paid-up equity share of Rs. 10/- eaeh for the financial year onded 31 Ooccmber 2021. subject to tho Sharoholdors' approval at the forthcoming Annual General Meeting.

5 The Company has considered the possible effects: that may result from the COVID-19 pandemic in the preparation of the annual financial resulli; including the recoverability of carrying amounts of financial and non�financic1I �ssot1>. In developing the assumption:. relating to the possible future uncertainties In tho global oconom� conditions because 01 tnls pandemic. Management has takon Into account internal and external sources ol lnfo,matioo Including economic forecasts and related info,mation and expects !hat the carrying amounts of those assots aro fair and reasonable The impad of the pandemic might be different from that estimated as on the date ol approval of this results.

• 6 Prev10us period I yoar figures have boen regrouped/rearranged wherever considered necessary Oale 10th February 2022 Place· Puno

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Managing Director & Chief Executtve Officer DIN · 08S46863

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JL
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Pago 4 of 4

Price Waterhouse Chartered Accountants LLP

Independent Auditor's Report To the Members of Foseco India Limited Report on the audit of the financial statements

Opinion

1. We have audited the accompanying financial statements of Foseco India Limited ("the Company"), which comprise the balance sheet as at December 31, 2021, 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 financial statements, including a summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at December 31, 2021, 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

1. 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 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

1. 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.

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Price Waterhouse Chartered Accountants LLP, 7th Floor, Tower A - Wing 1, Business Bay, Airport Road Yerwada, Pune - 411 006

T: +91 (20) 41004444, F: +91 (20) 41006161

Registered office and Head office: Sucheta Bhawan, 11A Vishnu Digambar Marg, New Delhi 110 002

Price Waterhouse (a Partnership Firm) converted into Price Waterhouse Chartered Accountants LLP (a Limited Liability Partnership with LLP identity no: LLPIN AAC-5001) with effect from July 25, 2014. Post its conversion to Price Waterhouse Chartered Accountants LLP, its ICAI registration number is 012754N/N500016 (ICAI registration number before conversion was 012754N)

Price Waterhouse Chartered Accountants LLP

INDEPENDENT AUDITOR'S REPORT To the Members of Foseco India Limited Report on audit of the Financial Statements Page 2 of6

Key audit matter

/ Revenue Recognition

1 (d) and 17 to the Financial Statements. Refer Note

The Company recognises revenue in 115 "Revenue from Contracts with Customers". accordance with Ind AS

recognized when control of products Revenue from the sale of products is being sold is transferred to customer and there is no unfulfilled obligation and it is measured at fair value of the consideration received or receivable, after deduction of any discounts and taxes or duties collected on behalf of the government such as goods and services

How our audit addressed the key audit matter

Our testing of revenue transactions was contracts. Our audit procedures included I[designed to cover certain customer] the following:

• of controls over revenue recognitionand testing the operating effectivenessUnderstanding, evaluating the design process including contract monitoring, billings and approvals;

• Evaluating the contract terms for assessment of the timing of transfer ofcontrol to the customer to assess whether revenue is recognised appropriately;

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We have considered revenue recognition as a key audit matter since there is a risk of material misstatement; and additional disclosures are required to be made in the in accordance with the applicable accounting standards.

• Testing whether the revenue recognition is in line with the terms of customer contracts;

• Assessing whether fair value of consideration received, or receivable has been determined appropriately in terms of the customer contract, reviewing customer correspondence and verifying pre and post year endhad been appropriately applied;cut-off

• Testing of journal entries unusual/irregular revenuefor transactions; and

• Evaluating adequacy of the presentation and disclosures

revenue recognition including those significant exceptions were noted in Based on the above stated procedures, no relating to presentation and disclosures.

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Price Waterhouse Chartered Accountants LLP

INDEPENDENT AUDITOR'S REPORT

To the Members ofFoseco India Limited Report on audit of the Financial Statements Page 3 of 6

Other Information

1. The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Board of Directors report, but does not include the financial statements and our auditor's report thereon.

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.

Responsibilities of management and those charged with governance for the financial statements

• n ThP <:nmp::my',; Rnl'lrrl nf nirPrtnrc: ic: rP<:pnn<:ihl<> fnr thP m'ltt<>rc ct'ltPrl iTI ""'"tlon 134(5) of thP ' t mltl 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'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 Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

1. Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

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Price Wate1·house Chartered Accountants LLP

INDEPENDENT AUDITOR'S REPORT To the Members of Foseco India Limited Report on audit of the Financial Statements Page 4 of 6

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

2. 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.

3. 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.

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

5. 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 01 ..::011diliurn; i.hai. may c..:asi. 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.

6. 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.

7. 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.

8. 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.

9. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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Price Waterhouse Chartered Accountants LLP

INDEPENDENT AUDITOR'S REPORT

To the Members of Foseco India Limited Report on audit of the Financial Statements Pages of6

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("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 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:

3. (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.

4. (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.

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

6. (d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act.

7. (e) On the basis of the written representations received from the directors as on December 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on December 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

8. (f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

9. (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:

10. i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 31 (a) to the financial statements;

11. ii. The Company has long-term contracts for which there were no material foreseeable losses. The Company did not have any derivative contracts as at December 31, 2021.

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

13. iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended December 31, 2021.

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Price Waterhouse Chartered Accountants LLP

INDEPENDENf AUDITOR'S REPORT To the Members of Foseco India Limited Report on audit of the Financial Statements Page 6 of6

1. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016

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Place: Pune Date: February 10, 2022

AmitBorkar Partner Membership Number: 109846 UDIN: 22109846ABCUJE2781

Price Waterhouse Chartered Accountants LLP

Anne�,ire A to Independent Auditor's Report

Referred to in paragraph 14(f) of the Independent Auditor's Report of even date to the members of Foseco India Limited on the financial statements for the year ended December 31, 2021 Page 1 of2

Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financial statements of Foseco India Limited ("the Company") as of December 31, 2021, in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

1. The Company's 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 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 company's 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 Act.

Auditor's Responsibiiity

1. Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit oflnternal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing 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 with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

2. Our audit involves performing procedures to obtain audit evidence about the. adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, 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 auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

3. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system with reference to financial statements.

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Price Waterhouse Chartered Accountants LLP

Annexure A to Independent Auditor's Report

Referred to in paragraph 14(f) of the Independent Auditor's Report of even date to the members of Foseco India Limited on the financial statements for the year ended December 31, 2021 Page 2 of2

Meaning of Internal Financial Controls with reference to financial statements

1. A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements 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 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 company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

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

Opinion

1. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at December 31, 2021, 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 Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016

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Place: Pune Date: February 10, 2022

Amit Borkar Partner Membership Number: 109486 UDIN: 22109846ABCUJE2781

Price Waterhouse Chartered Accountants LLP

Annexure B to Independent Auditor's Report

Referred to in paragraph 13 of the Independent Auditor's Report of even date to the members of Foseco India Limited on the financial statements as of and for the year ended December 31, 2021

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

• (b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

• (c) The title deeds of immovable properties, as disclosed in Note 3(a) - Property, plant and equipment to the financial statements, are held in the name of the Company.

• ii. The physical verification of inventory excluding stocks with third parties have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

• iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

--- -- '"'s:------, ---- . . .... . b .,...., . . ..., • . . ... .. . .. ,.... . ... .t'.._u.1, u .. v.a u b"-' .., .. 11.V uu, , .L.., '-'V.& . U.L.L,) has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of the loans or investments made or guarantees or security provided by it. The Company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Act and accordingly, to this extent, the provisions of Clause 3(iv) of the said Order are not applicable to the Company. l Tn n11r nnininn �nrl �C'f"'f"lrr ino tn tl,p -infnrm"l+lnn ,;:inrl ovnl'ln<:l+irYnC' <Tivon +n 11C' +ha f1nrn '11TI'P

• v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

• vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

• vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of employees' state insurance and income tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.

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Price Waterhouse Chartered Accountants LLP

An exure B to Independent Auditor's Report

Referred to in paragraph 13 of the Independent Auditor's Report of even date to the members of Foseco India Limited on the financial statements as of and for the year ended December 31, 2021 Page 2 of3

• (b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of sales tax and value added tax as at December 31, 2021 which have not been deposited on account of a dispute, are as follows:

Name of the statute		Nature of dues	Aount Period to (R. in which the lakhs) aount relates	Forum where the dispute is pending
Value Added Tax Act The Central Sales Tax Act				Joint Commissioner of Sales Tax

• viii. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company.

• ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) ;rnn term lo::ins. Ar.r.orrlini:rlv the nmvisions nfr.l:.., ,,, - -- --u·.1[, -] - .1.[, ][][_] _ _ _ ,,, - - ,,, _ ---- 1sP -:i(iv) nfthP�- - - -.J,[---] ,, - - ---Order are not applicable to the Company.

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

• xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. Also refer paragraph 15 of our main audit report.

• xu. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

• xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

• xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

• xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

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Price Waterhouse Chartered Accountants LLP

An exure B to Independent Auditor's Report Referred to in paragraph 13 of the Independent Auditor's Report of even date to the members of Foseco India Limited on the financial statements as of and for the year ended December 31, 2021 Page 3 of3

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016

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Place: Pune Date: February 10, 2022

Amit Borkar Partner Membership Number: 109846 UDIN: 22109846ABCUJE2781