INDEPENDENT AUDITOR'S REPORT

To the Members of
SEYA INDUSTRIES LTD

Report on the Audit of Standalone Financial Statements
Opinion

We have audited the accompanying financial statements of Seya
Industries Ltd ('the Company'), which comprise the Balance Sheet
as at 31st March 2023, the Statement of Profit and Loss, including
the Statement of Other Comprehensive Income and the Cash Flow
Statement for the year then ended, Statement of changes in Equity and
a summary of significant accounting policies and other explanatory
information (hereinafter referred to as '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, as amended ("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
Loss including other comprehensive income, its cash flows and the
changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (SAs), as specified under
Section 143(10) of the Act. Our responsibilities under those Standards
are further described in the 'Auditor's Responsibilities for the Audit

of the standalone Financial Statements' section of our report. We are
independent of the Company in accordance with the 'Code of Ethics'
issued by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the 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 Matter

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone financial
statements for the financial year ended March 31, 2023. These matters
were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. We have relied on
Management Representation regarding the existence and valuation
of all the Assets (viz. Fixed Assets, Investments, Trade Receivables,
Stock, Bank Accounts, Other Assets, Receivable from Related Parties)
& Liabilities (viz. Provisions, Borrowings, Statutory & Other Liabilities
including disclosures related to MSME vendors). We have fulfilled
the responsibilities described in the Auditor's responsibilities for
the audit of the standalone financial statements section of our
report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the standalone
financial statements. The results of our audit procedures, including
the procedures performed to address the matters below, provide the
basis for our audit opinion on the accompanying standalone financial
statements.

Emphasis Of Matter

We invite attention to footnote to Note No. 30.1 to the Standalone
Financial Statements on non-provision of interest accrued on
Borrowings from Lenders ie. Banks/FI/Others for reasons stated
thereunder. The total interest not provided for in respect of
Operational Assets is INR 2,073.42 lacs and in respect Project Assets
is INR 5,947.75 Lacs, the same is, however subject to confirmation by
the Lenders.

Our opinion on the Standalone Financial Statements is not modified
in respect of above stated matters.

Material Uncertainty in relation to Going ConcernWe invite attention to:

1. Note No. 30.23(xi)-Other Statutory Information to Standalone
Financial Statements which provides for material uncertainty
in respect of the outcome of application filed by one of
the financial creditor for initiation of Corporate Insolvency
Resolution Process ('CIRP') u/s 7 of the IBC, 2016 with a view to
protect their interest.

2. Note No. 30.16(B) & a Loss of INR 2,467.98 Lacs posted by the
Company during the year ended March 31, 2023 (PY Loss INR
628.19 Lacs) and that, as of that date, the Company's current
liabilities exceeded its current assets by INR 5,884.89 lacs

In spite of the above events or conditions which may cast a doubt
on the ability of the company to continue as a going concern, the
management is of the opinion that, considering the:

- Engagement with the Lenders to arrive at a mutual one-time
settlement/resolution of all matters,

- Effective steps being taken by the Management to reduce the
Losses on account of lower capacity utilisation and Excess of
Current Liabilities on account Impairment of Trade Receivables.

- Positive Net worth of INR 83,108.94 Lacs of the Company.

- Company's Management's focus on reducing unit costs and
increasing liquidity by making operations more efficient and
nimbler, putting on hold discretionary expenses, deferring

certain capital expenditures, cutting employee cost through
pay cuts and reduction in workforce, etc in order to sustain
operations and the same being steadily ramped up in a phase-
wise manner;

A going concern basis of accounting is appropriate and that on the
basis of above the Company may revive its operations.

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 Annual Report but does not include the financial
statements and our auditor's report thereon.

• Our opinion on the financial statements does not cover the
other information and we do not express any form of assurance
conclusion thereon.

• In connection with our audit of the financial statements, our
responsibility is to read the other information and in doing
so, consider whether such other information is materially
inconsistent with the financial statements, or our knowledge
obtained in the audit or otherwise appears to be materially
misstated.

• When we read the other information identified above, if we
conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged
with governance as required under SA 720 'The Auditor's
responsibilities Relating to Other Information.

Management's Responsibility for the Standalone IND AS
Financial Statements

The Management and Board of Directors of the Company are
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 comprehensive income, cash flows and
changes in equity of the Company in accordance with the Ind AS and
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; design, implementation and maintenance of adequate
internal financial controls, that are operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management is responsible
for assessing the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Board of Directors including the Chief Executive Officer 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
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level
of assurance but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional
judgement and maintain professional scepticism 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)® 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 management.

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

However, future events or conditions may cause the Company
to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the
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 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 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
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
therefore the key audit matter. We describe this matter 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, the Statement of
Cash Flows and Statement of Changes in Equity dealt with
by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial
statements comply with the 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. Refer note no. 30 to the
standalone financial statements.

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

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

(iv) a) The Management has represented that, to

the best of it's knowledge and belief that
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, 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 that has 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) The Company has not declared any dividend during
the year under review.

(vi) Proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining books of account
using accounting software which has a feature of
recording audit trail (edit log) facility is applicable
to the Company w.e.f. April 1, 2023, and accordingly,
reporting under Rule 11(g) of Companies (Audit
and Auditors) Rules, 2014 is not applicable for the
financial year ended March 31, 2023.

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

For A A Mohare & Co.

Chartered Accountants
Firm Registration No.: 0114152W
CA Amit Mohare

Partner

Membership No. 148601
UDIN No. 23148601BGWJJR8319

Mumbai, May 30, 2023