seshachal technologies ltd Auditors report

To The Members of SESHACHAL TECHNOLOGIES LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Seshachal
Technologies Limited ("the Company"), which comprise the Balance Sheet as at 31st March
2023, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and
a summary of significant accounting policies and other explanatory information (hereinafter
referred to as the "standalone financial statements"). In our opinion and to the best of our
information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013 ("the Act") in the
manner so required and give a true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31st March 2023, and
its profit, total comprehensive income, the changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing specified under section 143(10) of the Act, (SAs).Our responsibilities
under those Standards are further described in the Auditor’s Responsibility for the Audit of
the Standalone Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (ICAI) together with the ethical requirements that are relevant to our
audit of the standalone financial statements under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the
standalone financial statements.

Key Audit Matters

Key audit matter is the matter that, in our professional judgment, was of most significance in
our audit of the standalone financial statements of the current period. This matter was
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 this matter. We

have determined the matter described below to be the key audit matter to be communicated in
our report.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Director’s Report, Management
Discussion and Analysis, Corporate Governance Report and Business Responsibility Report
in the Annual Report but does not include the consolidated financial statements, standalone
financial statements and our auditor’s reports thereon. Our opinion on the standalone
financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon. In connection with our audit of the standalone financial
statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the standalone financial
statements or our knowledge obtained during the course of our audit or otherwise appears to
be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of
the Act with respect to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance including other
comprehensive income, changes in equity and cash flows of the Company in accordance with
the Ind AS and other accounting principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the standalone financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error. In preparing the standalone
financial statements, management is responsible for assessing the 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 Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these standalone financial
statements. As part of an audit in accordance with SAs, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:

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

• Obtain an understanding of internal financial 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.

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

•Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

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

• Obtain sufficient appropriate audit evidence regarding the financial information of the
Company to express an opinion on the standalone financial statements.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider

quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
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 Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

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

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this
Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS
specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March,
2023 taken on record by the Board of Directors, none of the directors is disqualified as on
31st March, 2023 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate Report in

"Annexure A". Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended. In our opinion
and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the
provisions of section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its
standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including derivative
contracts;

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 it’s knowledge and belief, as
disclosed in Note 41 to the 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 person(s) or entity(ies),including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Company ("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 it’s knowledge and belief, as
disclosed in Note 41 to the financial statements, no funds have been received by the
Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the Company shall,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and
(b) above, contain any material misstatement.

v. No dividend was declared by the Company during the year.

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

ANNEXURE-A

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory
Requirements’ section of our report to the members of Seshachal Technologies Limited
of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of
sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Seshachal
Technologies Limited ("the Company") as of 31st March, 2023 in conjunction with our audit
of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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 (the "Guidance Note")
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 Companies Act,
2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over
financial reporting of the Company based on our audit. We conducted our audit in accordance
with the Guidance Note issued by the ICAI and the Standards on Auditing prescribed under
Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an
understanding of internal financial controls over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected depend

on the auditor’s judgement, including the assessment of the risks of material misstatement of
the 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’s internal financial controls system over
financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting 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 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 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 over Financial Reporting

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

Opinion

In our opinion, to the best of our information and according to the explanations given to us,
the Company has, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were
operating effectively as at 31st March, 2023, based on the criteria for internal financial
control over financial reporting established by the Company considering the essential
components of internal control stated in the Guidance Note issued by the ICAI.

ANNEXURE"B"

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory
Requirements’ section of our report to the members of Seshachal Technologies Limited
of even date)

In terms of the information and explanations sought by us and given by the Company and the
books of account and records examined by us in the normal course of audit and to the best of
our knowledge and belief, we state that:

(i) (a) (A) The Company has maintained proper records showing full particulars, including
quantitative details and situation of property, plant and equipment, capital work-in-progress
and right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) The Company has a program of verification of property, plant and equipment, capital
work-in progress and right-of-use assets so to cover all the items in a phased manner over a
period of three years which, in our opinion, is reasonable having regard to the size of the
Company and the nature of its assets. Pursuant to the program, certain property, plant and
equipment were due for verification during the year and were physically verified by the
Management during the year. According to the information and explanations given to us, no
material discrepancies were noticed on such verification.

(c) This Clause is not applicable as company doesn’t own any immovable Property.

(d) The Company has not revalued any of its property, plant and equipment (including Right
of Use Assets) and intangible assets during the year.

(e) No proceedings have been initiated during the year or are pending against the Company as
at March 31, 2023 for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) The inventories (except goods-in-transit, which have been received subsequent to the
year-end or confirmations have been obtained from the parties), were physically verified
during the year by the Management at reasonable intervals. In our opinion and based on
information and explanations given to us, the coverage and procedure of such verification by
the Management is appropriate having regard to the size of the Company and the nature of its
operations. No discrepancies of 1% or more in the aggregate for each class of inventories
were noticed on such physical verification of inventories / alternate procedures performed as
applicable, when compared with the books of account.

(b) The Company has not been sanctioned any working capital facility from financial
institutions.

(iii) The Company has not made investments, provided / stood guarantee and granted loans,
secured or unsecured. The Company has not provided any advances in the nature of loans or
security to any other entity during the year.

(iv) The Company has not granted any loans which require compliance under the provisions
of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments
made and guarantees and securities provided, as applicable. Hence, reporting under clause

(iv) of the Order is not applicable.

(v) The Company has not accepted any deposit or amounts which are deemed to be deposits.
Hence, reporting under clause (v) of the Order is not applicable.

(vi) The maintenance of cost records has not been specified by the Central Government under
section 148(1) of the Companies Act, 2013. Hence, reporting under clause (vi) of the Order is
not applicable.

(vii) (a) In respect of statutory dues: Undisputed statutory dues, including Goods and Service
tax, Provident Fund, Income-tax, Sales Tax, duty of Custom, duty of Excise, Value Added
Tax, cess and other material, statutory dues applicable to the Company have generally been
regularly deposited by it with the appropriate authorities though there has been a delay in
respect of remittance of tax deducted at source. There were no undisputed amounts payable in
respect of Goods and Service tax, Provident Fund, Income-tax, Sales Tax, Service Tax, duty
of Custom, duty of Excise, Value Added Tax, cess and other material statutory dues in arrears
as at March 31,2023 for a period of more than six months from the date they became payable.

There were no transactions relating to previously unrecorded income that were surrendered or
disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961)
during the year.

(ix) (a) In our opinion, the Company has not defaulted in the repayment of loans or other
borrowings or in the payment of interest thereon to any lender during the year.

(b) The Company has not been declared willful defaulter by any bank or financial institution
or government or any government authority.

(c) To the best of our knowledge and belief, in our opinion, if any term loans availed by the
Company were, applied by the Company during the year for the purposes for which the loans
were obtained.

(e) On an overall examination of the financial statements of the Company, the Company has
not taken any funds from any entity or person on account of or to meet the obligations of its
subsidiaries, an associate or a joint venture.

(f) The Company has not raised loans during the year on the pledge of securities held in its
subsidiaries or joint ventures or associate companies.

(x) (a) The Company has not issued any of its securities (including debt instruments)during
the year and hence reporting under clause (x)(a) of the Order is not applicable.

(b) During the year the Company has not made any preferential allotment or private
placement of shares or convertible debentures (fully or partly or optionally) and hence
reporting under clause (x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge, no fraud by the Company and no material fraud on the
Company has been noticed or reported during the year.

(b) To the best of our knowledge, no report under sub-section (12) of section 143 of the
Companies Act has been filed in Form ADT- 4 as prescribed under rule 13 of Companies
(Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the
date of this report.

(c) We have taken into consideration the whistle blower complaints received by the
Company during the year and provided to us, when performing our audit.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the
Order is not applicable.

(xiii) In our opinion, the Company is in compliance with Section 177 and 188 of the
Companies Act, where applicable, for all transactions with the related parties and the details
of related party transactions have been disclosed in the financial statements etc. as required
by the applicable accounting standards.

(xiv) (a) In our opinion the Company has an adequate internal audit system commensurate
with the size and the nature of its business.

(b) We have considered, the internal audit reports issued to the Company during the year and
covering the period upto March 2023.

(xv) In our opinion during the year the Company has not entered into any non-cash
transactions with any of its directors or directors of it’s subsidiaries, an associate company
and a joint venture or persons connected with such directors and hence provisions of section
192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under section 45-IA of the Reserve
Bank of India Act, 1934. Hence, reporting under clause (xvi)(a), (b) and (c) of the Order is
not applicable.

(xvii) The Company has not incurred cash losses during the financial year covered by our
audit and the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the
year.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial
assets and payment of financial liabilities, other information accompanying the financial
statements and 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 indicating 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 the 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.

(xx) (a) The Provisions of CSR is not applicable to the company. Accordingly, reporting
under clause (xx) of the Order is not applicable for the year.