Ajel Ltd Auditor Reports

Independent Auditors Report on Standalone Financial Statements for the year ended on 31 March 2024

To

The Members of AJEL Limited,

Opinion

We have audited the accompanying standalone Financial Statements of Ajel Limited (the Company), which comprise the Balance Sheet as at 31 March, 2024, the Statement of Profit and Loss(including other comprehensive income), the statement of changes in Equity and Statement of Cash Flows for the year then ended, notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as Standalone Financial Statements).

In our opinion and to the best of the information and according to the explanations given to us by the Management and Board of Directors, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (the Act) read with its relevant rules in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of Companies Act read along with the Companies(Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2024, its profit, total comprehensive income, changes in equity and its cash flows for the period ended on that date subject to the following matters mentioned in Emphasis of Matter paragraph.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013 (Act). Our responsibilities under those Standards are further described in the "Auditors 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 standalone financial statements under the provisions of the Companies Act, 201 3 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.

Information Other than the Standalone Financial Statements and Auditors Report thereon

The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board of Directors Report including Annexures to Board of Directors Report, Shareholders Information and any other management report but does not include the Standalone Financial Statements and our auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance or 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 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. In the said context, we have no material observations to report for the Company.

Managements And Those Charged with Governance Responsibilities for the Standalone Financial Statements

The Companys Management, Board of Directors and those charged with governance are responsible for the matters stated in Section 1 34(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 the other comprehensive Income, cash flows and changes in the equity 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, if any; 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, whether operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of these 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, the Management and Board of Directors are responsible for assessing the Companys 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.

The Board of Directors is also responsible for overseeing financial reporting process of the Company. Auditors 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 auditors 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 controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 1 43(3)(i) of the companies act 2013, we are responsible for expressing our opinion on whether the company has in place an adequate internal financial control with reference to standalone financial statements 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 Board of Directors.

• Conclude on the appropriateness of the Board of Directors 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 standalone financial statements 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 the 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.

Emphasis of Matter Paragraph

• The Standalone Financial Statements majorly consists of the revenue and other financial items that have been booked at the AJEL Limited branch office (Branch) in United States of America ( USA). The financial statements of the Branch have been independently audited by Certified Public Accountants - Vijay Vedanfham & Associates based in Princeton, New Jersey, USA. We have not conducted any audit procedures on the said financial statements and have solely relied on the said audited numbers pertaining to the Branch in the audit of Standalone financial statements of the Company.

• Amounts directly attributable to project expenses during the financial year ended 31.03.2024 have been considered as an Intangible Asset under development owing to the Memorandum of Understanding entered into between the Company and Transcord Telscape Private Limited dated 15.10.2022.

• The Company has availed a Cash Credit facility amounting to INR 5,00,00,000 (Five Crore Rupees only) from Bank of Maharashtra, Hyderabad for the purpose of servicing the expenses pertaining to the ongoing project activities out of which INR 3,00,00,000 (Three Crore Rupees only) has been advanced to Transcord Telscape Private Limited towards advance for services.

• Confirmations pertaining to accounts receivables have been received on behalf of the respective debtors from Mr. Arikatla Srinivasa Reddy, Managing Director of the Company with difference which may not materially impact the financial position of the Group.

• We have verified the Cash Flow Statement of the Company for the year ended on 31 March, 2024, which has been derived from the annual books of accounts after making such adjustments / groupings as were considered appropriate.

Other Matters:

We have not audited or reviewed the comparative financial information appearing in the Standalone Financial Statements of the corresponding year ended on 31 March 2023. The comparative financial information appearing in the Standalone Financial Statements are audited by the previous auditor whose report dated 30.05.2023, expressed an unmodified opinion on those standalone financial statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of Section 143(1 1) of the Act, we give in Annexure A, 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 further report that:

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.

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 Cash Flow Statement 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 in Section 133 of the Act read with rule 7 of the companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules 2015 as amended.

e) On the basis of the written representations received from the directors as on 31 March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2024 from being appointed as a director in terms of Section 1 64(2) of the Act.

f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting

g) With respect to the other matters to be included in the Auditors 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 pending litigation(s) as disclosed further below in this audit report.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

3. With respect to other matters to be included in the Auditors 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 the directors during the year is in accordance with provisions of sections of section 1 97 of act.

4. The reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023.

Based on our examination which included test checks and information given to us, the Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility, however, the same was not enabled throughout the year for all all-relevant transactions recorded in the software.

Annexure A to the Independent Auditors Report

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

i. In respect of the Companys Property, Plant and Equipment and Intangible Assets:

a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-use assets. (B) The Company has maintained proper records showing full particulars of intangible assets

b) According to the information and explanations given to us and on the basis of our examination of records of the company, the company does not specifically have any program of physical verification of its property, plant and equipment by which all property, plant and equipment. However, property, plant and equipment were verified during the year by the management. In our opinion, this periodicity of physical verification is reasonable having the regard to the size of the company and nature of the assets. No material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties disclosed in the financial statements are held in the name of the Company.

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, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1 988 (as amended in 201 6) and rules made thereunder.

ii. The company is a service company, primarily rendering the information technology solution services.

Accordingly, the company does not hold any physical inventory. Hence, requirement under clause

3(ii)(a) of the order is not applicable.

iii. According to the information and explanations given to us, the Company has made investments in the companies, firms, limited liability partnerships, and granted unsecured loans to other parties during the year in respect of which:

(a) The company has not provided any loans or advances in the nature of loans or stood guarantee or provide security to any other entity during the year. Hence, the reporting requirement under clause 3(iii)(a) of the order is not applicable to the company.

(b) In our opinion, the terms and conditions regarding the investments provided are, prima facie, not prejudicial to the companys interest.

(c) The company has not stipulated any repayment of loans during the year in respect of outstanding loans aggregating to Rs. 1,00,94,587 to the wholly owned subsidiaries and Rs. 85,96,143 in respect of loan to other companies.

(d) Based on the audit procedures performed in respect of loans granted by the company the principal amount outstanding Rs. 1,00,94,587 to wholly owned subsidiaries and Rs. 85,96,143 in respect of loans to other companies are overdue for more than 90 days.

(e) No loan or advance in the nature of loan granted by the company which has fallen due during the year, has been renewed or extended or fresh loan granted to settle the overdue of existing loans given to the same parties.

(f) Based on the information and explanations given to us, the company has granted interest free unsecured loans to its wholly owned subsidiary which are repayable on demand, the details of those are as follows;

Particulars	Loan Amount (in INR)
Balance outstanding as at balance sheet date - Subsidiaries	1,00,94,587

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act. In respect of the loans granted, investments made and securities provided, as applicable.

v. The Company has not accepted any deposit or amounts which are deemed to be deposits. Accordingly, reporting under clause 3 (v) of the Order is not applicable to the Company.

vi. The maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Act for the business activities carried out by the Company. Thus, reporting under clause 3(vi) of the order is not applicable to the Company.

vii. According to the information and explanations given to us and based on the records of the Company examined by us:

a) Undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Tax-Deducted at Source, Income-tax and any other material statutory dues applicable to the Company have generally been regularly deposited by it with the appropriate authorities. There were a few undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Tax Deducted at source, Income Tax and any other material statutory dues as at 31st March 2024 for period of more than six months from the date they become payable the details are as follows:

S. No. Name of the Statute	Natures of Dues	Amount (in INR)	Period to which the amount relates	Remarks
1 Income Tax (TDS)	Statutory	3,700	2009-10
2 Income Tax (TDS)	Statutory	42,710	2010-11
3 Income Tax (TDS)	Statutory	24,140	2012-13
4 Income Tax (TDS)	Statutory	6,68,819	2013-14
5 Income Tax (TDS)	Statutory	6,90,819	2015-16
6 Income Tax (TDS)	Statutory	1,32,236	2018-19
7 Income Tax (TDS)	Statutory	10,712	2019-20
8 Income Tax (TDS)	Statutory	39,893	2023-24
9 Income Tax (TDS)	Statutory	72,370	2023-24
10 Provident Fund	Statutory	3,96,680	2013-14
1 1 Provident Fund	Statutory	12,047	2014-15
1 2 *Provident Fund	Statutory	29,024	-
13 ESI	Statutory	4,14,867	2013-14
1 4 Service Tax	Statutory	59,65,837	2013-14
1 5 Income Tax	Statutory	41,98,992	2018-19
1 6 *Provision for Tax	Statutory	22,67,626	-
1 7 **Other Statutory Dues	Statutory	3,11,181	-
18 *Professional Tax	Statutory	2,900	-
19 Professional Tax	Statutory	11,600	2023-24
Total		1,52,96,153

*The year to which liabilities belong to is not available in the books to report in detail **The breakup of Other Statutory dues is not available in books to report in detail.

b) According to the information and explanations given to us, there were no disputed amounts payable in respect of, Income-tax, and any other material statutory dues in arrears as at 31 March 2024 except the following;

S. No Nature of Dues	Period to which Amount relates	Amount (in INR)
1 Income Tax	AY 2012-13	1,38,51,921
2 Income Tax	AY 2013-14	1,84,24,574

viii. 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, 1 961 (43 of 1 961) 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) The Company has not acquired term loans during the year and there are no unutilized term loan at the beginning of the year and hence, reporting under Clause 3(ix)(c) of the order is not applicable.

(d) On an overall examination of the Financial Statements of the Company, funds raised on short- term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(e) on overall examination of the financial statements of the company, the company has not taken any funds from any entity or person for on account of or to meet the obligation of its subsidiaries or associates.

(f) The Company has not raised loans during the year requiring reporting on clause 3(ix)(f) of the Order is not applicable.

x. (a) The Company has not issued any of its securities (including debt instruments) during the year and hence reporting under Clause 3(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 3(x)(b) of the Order is not applicable to the Company.

xi. (a) To the best of our knowledge, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(b) No report under Sub-section (12) of Section 143 of the Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) No whistle-blower complaints have been received by the Company during the year.

xii. According to the information and explanations given to us, in our opinion, the Company is not a Nidhi Company as prescribed under Section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 1 77 and 1 88 of the Act and the details of related party transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

xiv. (a) In our opinion and based on our examination, though the company is required to have an internal audit system under section 1 38 of the Act, it does not have the same established for the year.

(b) The company did not have an internal audit system for the period under audit.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, 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.

xvi. (a) According to the information and explanations given to us and based on our examination of the records of the Company, 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.

(b) As represented by the management, the Group (as defined in the Core Investment Companies (Reserve Bank) Directions 201 6) does not have any Core Investment Company (CIC) as part of the Group and hence reporting under clause 3(xvi) (d) of the Order is not applicable.

xvii. The Company has incurred cash losses during the financial year amounting to Rs. 1,63,69,456 covered by our audit and Rs. 28,52,401 in the immediately preceding financial year.

xviii. There has been a resignation of the statutory auditor during the year, and we have taken into consideration the issues, objections or concerns raised by the outgoing auditor.

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, our knowledge of the Board of Directors and Management plans, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is 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 this 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 when they fall due.

xx. The Company does not attract the provisions of Section 1 35 of the Act and accordingly reporting on clauses 3(xx)(a) and (b) of the Order is not applicable.

Annexure B to the Independent Auditors Report

Report on the Internal Financial Controls over financial reporting under clause (i) of the Sub-section 3 of the Section 143 of the Companies Act, 2013.

We have audited the internal financial controls over financial reporting of Ajel Limited (the Company) as of 31 March 2024 in conjunction with our audit of Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

Management and Board of Directors of the Company are 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 (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 whether operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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, 201 3 (the Act).

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our Audit.

We conducted our audit in accordance with the Guidance Note and the Standards on Auditing deed 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. These standards and guidance note require that we comply with ethical requirements and plan and performed 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 Auditors judgment, including the assessment of the risk of material misstatement of the Standalone 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 and the Companys internal financial control system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Companys 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 Companys internal financial control over financial reporting includes these policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detailed, 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 Standalone Financial Statements in accordance with generally accepted principles, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitation of Internal Financial Controls over Financial Reporting

Because of the inherent limitation 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.

For G M K & CO LLP

Chartered Accountants

FRN:S200357

Sd/-

Gottipalli Rajdeep Lawrence

Partner

M. No. 242206

UDIN: 24242206BKFVMP1 008

Place: Hyderabad,

Date: 11.12.2024