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Tamil Nadu Telecommunications Ltd Auditor Reports

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Tamil Nadu Telecommunications Ltd Share Price Auditors Report

To The Members,

Tamilnadu Telecommunications Limited Chennai.

Report on the Financial Statements

We have audited the accompanying financial statements of Tamilnadu Telecommunications Limited, (the “Company”) which comprise the Balance Sheet as at March 31, 2026, the Statement of Pro t and Loss (including the Statement of Other Comprehensive Income) for the year then ended, the Cash Flow Statement for the year then ended, the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Adverse Opinion

In our opinion and to the best of our information and according to the explanations given to us, because of the significance of the matters discussed in the Basis for Adverse Opinion section of our report, the aforesaid financial statements do not give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended,(“Ind AS”) and other accounting principles generally accepted in India, of the state of a airs of the Company as at 31 March 2026, the Loss and total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis for Adverse Opinion

1) We draw attention to Note 1(II)(a) Significant Accounting Policies & 30 which describes that the Companys financial statements have been prepared using the going concern assumption of accounting. However, the Companys accumulated losses of Rs. 2,50,03,609 hundreds (including other Comprehensive Income) (Previous year Rs. 2,35,78,745 hundreds) has eroded the Net Worth of the Company, indicating the existence of material uncertainty that cast doubt about the Companys ability to continue as a Going Concern. The Company has not operated its factory since 2017, and no sales effected for more than eight years. Further, as represented by the company, the machinery would involve major overhauling cost to resume operations, and the company is also unable to obtain support for supply of major raw material required for manufacture from its supplier. Also, the company has not bagged any new orders to substantiate the going concern assumption. Though the company had received a bid for granting of lease of the manufacturing facilities and factory premises, and issued Letter of Award to the lessee, the lessee had not taken over the premises and the lease income has not been generated yet.

Hence, considering the cumulative effect of the factors detailed above, we conclude that the Going Concern assumption of the management in preparation of financial statements is not appropriate.

2) In view of the significant losses, which have been incurred by the company during the previous financial years, the carrying amount of xed assets needs to be tested for impairment. The management has not done impairment testing and in absence of any information we are unable to comment as to whether any provision for impairment is required or not.

3) The following financial liability / assets referred to in the respective note of financial statements, have been stated at historical cost only, irrespective of the fair value of the same, which is departure from requirement of Ind AS 113 (Fair Value Measurement) and Ind AS 109 (Financial Instruments).

a. Amounts due to M/s. Fujikura Limited amounting to Rs.2,19,421 hundreds (Previous Year Rs.2,10,061) (In hundreds) (Note No 15)

b. Trade Receivables (considered good) amounting to Rs.4,70,003 hundreds (Previous Year Rs.4,67,708) (In hundreds) (Note No 5)

c. Unsecured Trade payables amounting to Rs.3,56,690 hundreds (Previous Year Rs.3,67,050) (In hundreds) (Note No 14)

d. Short Term and Long-Term Borrowings due to Telecommunications Consultants India Ltd (Parent Company) of Rs.38,13,294 hundreds (Previous Year Rs.33,90,692 hundreds) (Note No 11&13).

Emphasis of Matter

1) We draw attention to Note No. 47 of the other explanatory notes to the financial statements which states the reason for non-recognition of amounts due to the holding Company viz., Telecommunications Consultants India Limited amounting to Rs. 1,85,77,041 hundreds (Previous Year Rs. 1,70,22,370 hundreds) at Fair Value in accordance with Ind AS 109. Our opinion is not modified in respect of this matter.

2) Attention is invited to Note Nos. 3, 5, 8, 14, 15 & 16 of the notes to financial statements, where the balances carried in the Other Financial Assets,

Trade Receivables, Other Current assets, Trade payables, Other Financial liabilities, and Other Current Liabilities are subject to confirmation from all parties (other than Telecommunications Consultants India Limited) as stated in Note No. 28. Our opinion is not modified in respect of this matter.

3) Attention is invited to Note No. 44 of the other explanatory notes to the financial statements which states that the Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of financial statements of the current period. Those 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. Except for the matters described in the Basis for Adverse opinion section and Emphasis of Matter section, we have determined that there are no other key audit matters to communicate in our report.

Other Information

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility and Sustainability Report, Corporate Governance and Shareholders Information but does not include the financial statements and our auditors 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. The Annual Report is not made available to us at the date of this auditors report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements.

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of a airs ( financial position), profit or loss ( financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. 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 s tatements, Management is 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. Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements.

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 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 Standards of Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Standards of Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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.

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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

Conclude on the appropriateness of managements 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatement in the financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be in uenced. 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 misstatement in the financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit ndings, 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 the 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 safe guards. 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 auditors 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.

Other Matter

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 sub-section (11) of section 143 of the Companies Act, 2013, 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 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, except for the matters specified in the basis of adverse opinion paragraph and emphasis of matter paragraph.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters specified in the basis of adverse opinion paragraph and emphasis of matter paragraph.

c) The Balance Sheet, the Statement of Pro t 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 financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, except for the matters specified in the basis of adverse opinion paragraph and emphasis of matter paragraph.

e) Our observations in “The Basis for Adverse” Paragraph regarding the assumption of Going Concern, in our Opinion, may have adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164 (2) of the Act. g) With respect to the adequacy of the internal financial c ontrols with reference to financial statements in place and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” which expressed an adverse opinion.

h) 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, 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 litigation on its financial position in its financial statements Refer Note No. 29, 37, 38, 41 & 43 to the financial statements; j) The Company has made provision, as required under the applicable law or Indian accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company did not have long term derivative contracts as at March 31, 2026 k) According to the information and explanations given to us and based on our examination of the records, there were no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

l) (a) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note No.50.16(a) to the financial statement, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Bene ciaries”) or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries.

(b) The management has represented, that, to the best of its knowledge and belief, as disclosed in the Note No.50.16(b) to the financial statement, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Bene ciaries”) or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries.

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

m. The Company has neither declared nor paid any dividend during the year.

n. During the financial year 2025-26, the Company has used an accounting software for maintaining its books of account, which does not have the feature of recording audit trail of each and every transaction, and does not have the feature of creating an (edit log) facility of each changes made in books of account along with the date when such changes were made and ensuring that audit trial cannot be disabled, as required under Rule 3(1) of Companies (Accounts) Rules, 2014. Additionally, the audit trail has not been preserved by the company as per the statutory requirements for record retention.

3) We draw attention to the Note No. 46 to the financial statements, explaining the reasons for non-applicability of section 197 of the Companies Act, 2013. Accordingly, reporting under 197(16) of the section is not applicable.

4) Report on the Directions issued by the Comptroller and Auditor General of India, under Section 143(5) of the Companies Act, 2013 for conducting audit of accounts for the year 2025-26 is given below:-

Directions u/s 143(5) of the Companies Act, 2013 Auditors reply on action taken on the directions Impact on nancial statement
1 Assess the fair valuation of all the investments, both quoted and unquoted, made directly by the Company or through Trusts, for Post retirement bene ts of the employees. This includes verifying valuation methodologies, ensuring consistency with Ind AS and reviewing supporting documentation. The company has no investments and this direction is not applicable. NA
The auditor shall provide a brief note on the valuation approach, its reasonability and compliance with applicable regulations, reporting any material deviations or misstatements.
2 Whether the Company has a system in place to process all the accounting transactions through IT system? If yes, whether review of this system and controls that are signi cant to the Companies nancial reporting process as well as cyber security has been done by Information Security Auditing Organisations empanelled by Cert-In at a minimum frequency of once in a year and material discrepancies found, if any, have been suitably reported? The implications of processing of accounting transactions outside IT system on the integrity of the accounts along with the nancial implications may also be reported”. The Company has a system in place to process all accounting transactions through IT systems i.e. Tally prime software had been purchased from an authorised dealer and hence it is safe and secure. Data is stored in the computer and tally is operated by authorised restricted users. Therefore, there is no cyber threat to the accounting data of the company. Review of the system and controls that are signi cant to the companys nancial reporting process was conducted and there are no material discrepancies. There are no accounting transactions that have been processed outside IT Systems. NA
In this connection our observation in paragraph
2(n) - Other matter - Report on Other Legal and Regulatory Requirements is reproduced below. During the nancial year 2025-26, the Company has used an accounting software for maintaining its books of account, which does not have the feature of recording audit trail of each and every transaction, and does not have the feature of creating an (edit log) facility of each changes made in books of account along with the date when such changes were made and ensuring that audit trial cannot be disabled, as required under Rule 3(1) of Companies (Accounts) Rules, 2014. Additionally, the audit trail has not been preserved by the company as per the statutory requirements for record retention.
3 Whether funds (grants/subsidy etc.) received/receivable for specific schemes from Central/ State Government or its agencies were properly accounted for as per the applicable accounting standards or norms and whether the received funds were utilised as per its terms and conditions? Whether accounting of interest earned on grants received has been done as per terms and conditions of the Grant. List the cases of deviation. The company has not received any grants and this direction is not applicable. NA
4 Whether the Company has identi ed the key Risk areas? If yes, whether the Company has formulated any Risk Management Policy to mitigate these risks? If yes, (a) whether the Risk Management Policy has been formulated considering global best practices? (b) whether the Company has identi ed its data assets and whether it has been valued appropriately? The Company has remained non- operational since 2017, with no sales e ected during the last 9 years. In view of the absence of business operations and related risks, the Company has not implemented a separate Risk Management Policy. There are no data assets and accordingly valuation does not arise. NA
5 Whether the Company is complying with the Securities and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015, and other applicable rules and regulations of SEBI, Department of Investment and Public Asset Management, Ministry of Corporate A airs, Department of Public Enterprises, Reserve Bank of India, Telecom Regulatory Authority of India, CERT- IN, Ministry of Electronics and Information The Company is complying to the extent possible with Securities and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015, and other applicable rules and regulations of SEBI & Ministry of Corporate A airs. The compliance with other applicable rules and regulations of Department of Investment and Public Asset Management, Department of Public Enterprises, Reserve Bank of India, Telecom Regulatory Authority of India, NA
Technology and National Payments Corporation of India wherever applicable? If not, the cases of deviation may be highlighted. CERT-IN, Ministry of Electronics and Information Technology and National Payments Corporation of India does not apply. NA

Annexure A referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements of the Independent Auditors Report of even date to the members of Tamilnadu Telecommunication Limited on the financial statements for the year ended 31 March 2026

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 report that:

(i) (a) In respect to Property, Plant and Equipment: (A) The Company has maintained proper records showing full particulars, including quantitative details and s ituation of property, plant and equipment.

(B) The Company does not own Intangible assets and the maintenance of records of the same is not required.

(b) According to the information and explanation given to us and on the basis of our examination of the records of the company, the Company has a regular programme of physical veri cation of its property, plant and equipment and are veri ed in annual manner. In our opinion, this periodical veri cation is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such veri cation.

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 (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee) disclosed in the financial statements are held in the name of the Company. However, Immovable property of 7.36 acres situated at Maraimalai nagar, has been allotted to the company by the Government of Tamilnadu, by issuing a land delivery receipt note which constitutes as property held in the name of the Company. d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its property, plant and equipment (including Right-of-use assets) during the year. Revaluation of Intangible assets is not applicable. e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) a) The inventory has been physically veri ed by the management during the year. In our opinion, the frequency of such veri cation is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on veri cation between the physical stocks and the book records that were 10% or more in the aggregate for each class of inventory.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been sanctioned working capital limits in excess of ve crore rupees, in aggregate, from banks on the basis of security of current assets.

iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any investments, provided guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, rms, limited liability partnerships or any other parties during the year. Accordingly, clause (iii)(a), clause (iii)(b), clause (iii)(c), clause (iii)(d), clause (iii)(e) & clause (iii)(f) of the Order is not applicable. iv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not given any loans, or provided any guarantee or security as specified under Section 185 and Section 186 of the Companies Act, 2013.

v) In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits or there is no amount which has been considered as deemed deposit within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.

vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 for the products manufactured by it (and/ or services provided by it). Accordingly, clause 3(vi) of the Order is not applicable. vii) a) According to the information and explanations given to us, undisputed amounts payable in respect of GST, Provident fund, Employees State Insurance, Income-tax, sales tax, service tax, duty of customs, duty of exercise, value added tax and other statutory dues were in arrears as at 31 March 2026 for a period of more than six months from the date they became payable. Following is the summary of unpaid statutory dues as at the last day of the financial year outstanding for a period of more than six months from the date they become payable.

Name of the Statute Nature of the Dues Amount (Rs. In Hundreds) Period
Employees State Insurance Act Employer and Employee Contribution 108 J uly18 to Sep 2025
The Employees Provident Funds and Miscellaneous Provisions Act Employer and Employee Contribution 68,152 J uly18 to Sep 2025
The Employees Provident Funds and Miscellaneous Voluntary Contribution of Employee 6,659 July18 to Sep 2025
Provisions Act Income Tax Act T DS Payable- Interest Charges 1,59,418 Apr18 to Sep 2025
Municipal Tax 92,209 Since 2009-10 to Sep 2025
Goods and Service Tax 185 Mar 19 to Sep 25
Professional Tax 1,329 Mar 19 to Sep 2025

b) According to the information and explanations given to us, there are no dues of GST, Provident fund, Employees State Insurance, Income-tax, Sales tax, Service tax, Duty of Customs, Duty of Excise, Value added tax, Cess or other statutory dues which have not been deposited by the Company on account of disputes, except for the following:

Statute Nature of Dues Amount (Rs. In Hundreds) Forum where dispute is pending Remarks
Sales Tax Additional Sales Tax (FY 2000-2001 & 2001-2002) 1,86,088 High Court of Madras Recognized as Contingent Liability in Balance Sheet. Refer note 37
Sales Tax Non-Submission of C-Forms (AY 2001-02, 02-03 and 03-04) 22,950 Commercial Sales Tax Department Recognized as Contingent Liability in Balance Sheet. Refer note 37
Duty of Customs Di erence in Classi cation of imports (FY 06-07) 1,02,067 Commissioner of Customs Recognized as Contingent Liability in Balance Sheet. Refer Note 37
Income Tax Outstanding Demand for AY 2009-10 Tax demand: 196 Interest accrued: 2460 2,656 Income Tax Department Recognized as Contingent Liability in Balance Sheet. Refer Note 37
Sales Tax VAT on disposal of Movable Assets (FY 2011- 12 to 2015-16) 257 Assistant Commissioner (CT) Provision created in books
Sales Tax Tax on cross veri cation of buyer and seller (FY 2013-14) 3,430 Assistant Commissioner (CT) Provision created in books
Sales Tax Tax on Non Sub- mission of C Forms (FY 2012-13 to FY 2015-16) 14,354 Assistant Commissioner (CT) Provision created in books
Sales Tax ITC Reversal for CST sales without C Form (FY 2012- 13 to FY 2014-15) 27,793 Assistant Commissioner (CT) Provision created in books

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income-tax Act, 1961(43 of 1961) as income during the year

(ix) a) The Company has borrowings from Telecommunications Consultants India Limited during the year. According to the information and explanations given to us and on the basis of our examination of the records of the Company, due to severe cash crunch and non-operation of business during the past years, the company is being supported by its holding company, Telecommunications Consultants India Limited. Following is the disclosure of amount outstanding:

Nature of borrowing including debt securities Name of lender Amount not paid on due date (Rs. In Hundreds) Whether principal or interest No. of days delay or unpaid Remarks, if any
Material Loan, Bridge Loan & Working Capital Tele- communications Consultants India Limited 1,70,22,370 Principal & Interest

>365 Days

15,54,671 <365 days

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a willful defaulter by any bank or financial institution or other Lender.

c) According to the information and explanations given to us by the management, the Company has not obtained any term loans. Accordingly, clause 3(ix)(c) of the Order is not applicable.

d) According to the information and explanations given to us by the management, no funds raised have been raised on short term basis. Accordingly, clause (ix)(d) of the Order is not applicable.

e) According to the information and explanations given to us by the management, the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. Accordingly, clause (ix)(e) of the Order is not applicable.

f) According to the information and explanations given to us by the management, the company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Accordingly, clause (ix)(f) of the Order is not applicable.

(x) a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments), during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.

b) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally covertible) during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(xi) a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the period under audit.

b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act, 2013 has been led by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c) Based on our audit procedures and according to the information and explanation given to us, we report that, the company has not received any whistle-blower complaints during the year.

xii) The Company is not a Nidhi Company. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.

xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and the details of the related party transactions have been disclosed in the financial statements as required by the applicable Indian Accounting Standards. (Refer Note No.45).

(xiv) a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

b) We have considered the internal audit reports of the Company issued till date for the period under audit.

(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with them and accordingly, provisions of section 192 of the Act 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. Accordingly, reporting under clauses 3(xvi)(a) of the Order are not applicable to the Company.

b) The Company has not conducted any Nonbanking Financial or Housing Finance activities during the year without a valid Certificate of Registration (CoR) from the RBI as per the Reserve Bank of India Act, 1934. c) According to the information and explanations given to us, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the RBI. Accordingly, reporting under clause 3(xvi)(c) of the Order is not applicable to the Company. xvii) The Company has incurred cash losses of Rs.14,67,214 (Rs. In Hundreds) in the current year and Rs.15,21,370 (Rs. In Hundreds) in the immediately preceding financial year.

xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.

xix) According to the information and explanations given to us and 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 Standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the 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) According to the information and explanations given to us, the Company does not fulfill the criteria as specified under section 135(1) of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.

xxi) The Company is not a holding company and there are no one or more subsidiaries. Hence, the preparation of consolidated financial statements as per section 129(3) of Companies Act, 2013 does not arise and accordingly reporting under clause (xxi) of the Order is not applicable to the Company.

Annexure “B” to the Independent Auditors Report (Referred to in paragraph 2(g) under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of Tamilnadu Telecommunications 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 Tamilnadu Telecommunications Limited (“the Company”) as of March 31, 2026 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Company 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. 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 respective 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, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India 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 auditors 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 internal financial controls system over financial reporting of the Company.

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 those policies and procedures that: I Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; II Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial s tatements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and III 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 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.

Basis for Adverse Opinion:

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at 31 March 2026:

1. The managements assumption as Going concern is Inappropriate considering the existence of material uncertainty in relation to the assumption of Going Concern as described in Basis for Adverse Opinion paragraph of the Independent Auditors Report.

2. Non-recognition of financial asset / liability at fair value as per Ind AS 109 as described in Basis for Adverse Opinion paragraph of the Independent Auditors Report.

3. During the financial year 2025-26, the Company uses an accounting software for maintaining books of accounts, which does not have the feature of recording audit trail of each and every transaction, and does not have the feature of creating an edit log of each changes made in books of accounts along with the date when such changes were made, as required under Rule 3(1) of Companies (Accounts) Rules, 2014.

A ‘material weakness is a de ciency, or a combination of de ciencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, because of the effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company did not have adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were not operating effectively as at 31st March 2026, based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

Adverse Opinion

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company as at and for the year ended March 31, 2026, and these material weaknesses have also affected our opinion on the financial statements of the Company and we have issued a Adverse opinion.

For Sundaram and Srinivasan
Chartered Accountants
FRN: 004207S
-Sd/-
UDIN : 26217914KANYHC7536 P Menakshi Sundaram
Date : 29.05.2026 Partner
Place : Chennai MRN: 217914

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