We have audited the accompanying Standalone
Financial Statements of ACCEL Limited ("the
Company”), which comprise the Standalone Balance
Sheet as at 31st March 2025, the Standalone
Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement
of changes in Equity and Standalone Statement
of Cash Flows for the year then ended, notes to
the Standalone Financial Statements including
material accounting policies and other explanatory
information.

In our opinion and to the best of our information and
according to the explanations given to us, except for
the possible effect of the matter described in the
Basis for Qualified Opinion section of our report,
the aforesaid Standalone Financial Statements give
the information required by the Companies Act,
2013 ("the Act”) in the manner so required and give
a true and fair view in conformity with the Indian
Accounting Standards prescribed under Section
133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended,
("Ind AS”)and other accounting principles generally
accepted in India, of the state of affairs of the
Company as at 31st March 2025, and its profit,
other comprehensive income, changes in equity and
its cash flows for the year ended on that date.

Basis for Qualified Opinion

(i) Refer to Note no. 47A to the Standalone
Annual Financial Statements regarding the
recoverability of loan given to one of its

Subsidiary Companies of Rs. 663.04 Lakhs
outstanding as on 31st March 2025 (Previous
year Rs 490.88 lakhs), which also includes debt
on account of preference shares that were not
redeemed as on 31st March 2025, that are
significantly overdue. The Management is of the
view that there is no diminution to the carrying
value of these loans and advances. However,
in the absence of sufficient appropriate audit
evidence regarding the timing of repayment
and extent of cash flows that will be available
from the respective company to settle these
dues, we are unable to comment upon the
recoverability of the carrying value of the said
as at 31st March 2025 and the consequential
impact thereof, if any, on the accompanying
Statement. Our Report on Audited Standalone
Financial Statements for the year ended 31st
March 2024 has been qualified in this regard.

(ii) Refer to Note no. 47 B to the standalone
financial statement regarding the carrying
value of the unquoted Investment of its one
associate company amounting to Rs. 487.79
Lakhs. The Management has not recognized
the diminished value based on an independent
valuer who valued at Rs. 172.82 Lakhs on 28th
February 2025 in respect of this investment.
The Management is of the opinion that there is
no diminishing value of these investments and
considers the Present Value as Fair Value. In
the absence of sufficient appropriate evidence
to support the management conclusion, we
are unable to comment upon adjustments, if
any, that may be required to the carrying value
of these investments and their consequential
impact on the accompanying standalone
financial statements.

We conducted our audit of the Standalone Financial

Statements in accordance with the Standards on

Auditing (SAs) specified under section 143(10) of

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

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. 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 determined the matter
described below to be the key audit matter to be
communicated in our report.

The Company's Management and Board of
Directors are responsible for the other information.
The other information comprises the information
included in the Company's Annual Report, but does
not include the Standalone Financial Statements
and our auditor's report thereon.

• Our Opinion on the Standalone Financial
Statements does not cover the other
information and we do not express any form of
assurance conclusion thereon.

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

• The Annual Report is not made available to us as
of the date of this auditor's report. Accordingly,
we have nothing to report in this regard

Emphasis of Matter

(i) Refer note no. 48 to the Standalone Financial
statements for the year, the balance at the end
of the financial year for trade receivables, trade
payables, loans & advances and advances
received from the customers are subject to
confirmation. The Management is of the view
that there is no permanent diminution/Changes
to the carrying value of these trade receivables,
loans & advances, advance received and trade
payables; however, provisions as per policy has
been made in this regard in the accompanying
financial statements.

(ii) Refer Note no. 52A to the Standalone financial
statements where the Company has proposed
to amalgamate one of its subsidiary companies.

Our conclusion is not modified in respect of the
above matters.

Management's Responsibility for the Standalone
Financial Statements

The Company's Management and Board of Directors
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 other comprehensive
income, changes in equity and Cash flows of the
Company in accordance with accounting principles
generally accepted in India, including the accounting
standards specified under section 133 of the Act.
This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgements
and estimates that are reasonable and prudent;
and design, implementation and maintenance
of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to
the preparation and presentation of the Standalone
Financial Statements that give a true and fair view
and are free from material misstatement, whether
due to fraud or error.

In preparing the standalone financial statements,
management and Board of Directors are 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 the Board of
Directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative
but to do so.

The Board of Directors are also responsible for
overseeing the Company's financial reporting
process.

Auditor's Responsibility for the Audit of the
Standalone Financial Statements

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

As part of an audit in accordance with SAs, we
exercise professional judgement 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 143(3)(i) of the
Act, we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls system in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures in
the Standalone Financial Statements made by
the Management and Board of Directors.

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

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

Materiality is the magnitude of misstatements in the
Standalone Financial Statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
Standalone Financial Statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements
in the standalone financial statements.

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

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

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

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order”) issued by the Central
Government in terms of Section 143(11) of
the Act and on the basis of such checks of
the books and records of the Company, as we
considered appropriate and according to the
information and explanations given to us, we
give in "Annexure A” a statement on the matters
specified in paragraphs 3 and 4 of the Order, to
the extent applicable

2. A) 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 matter
described in the Basis for Qualified
Opinion section.

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

d) In our opinion, the aforesaid
Standalone Financial Statements
comply with Indian Accounting
Standards (Ind AS) prescribed under
Section 133 of the Act.

e) On the basis of the written
representations received from the
directors as on 31st March 2025 taken
on record by the Board of Directors,
none of the directors is disqualified
as on 31st March, 2025 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 with
reference to financial statement
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
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.

B) 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) Rule, 2014 as
amended, in our opinion and to the best
of our information and according to the
explanations given to us:

a) The Company has disclosed the
impact of pending litigation as at 31
March 2025 on its financial position in
its Standalone Financial Statements-
Refer Note no 42 (b)(ii) to the
standalone financial statements.

b) The Company did not have any
material foreseeable losses on long¬
term contracts including derivative
contracts during the year ended 31st
March 2025.

c) There has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company during the year
ended 31st March 2025.

(d) (i) The Management has
represented that, to the best
of its knowledge and belief, no
funds (which are material either
individually or in the aggregate)
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 or entity, including
foreign entity ("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
Beneficiaries”) or provide any
guarantee, security or the
like on behalf of the Ultimate
Beneficiaries;

(ii) The Management has
represented, that, to the best of
their knowledge and belief, no
funds (which are material either
individually or in the aggregate)
have been received by the
Company from any person or
entity, including foreign entity
("Funding Parties”), with the
understanding, whether recorded
in writing or otherwise, that
the Company or any of such
subsidiaries 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.

(iii) Based on the 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 (i) and (ii)
above, contain any material
misstatement

(e) As stated in Note no 21(B) to the

Standalone Financial Statements,

(i) The final dividend proposed in the
previous year, declared and paid
by the Company during the year
is in accordance with Section 123
of the Act, as applicable.

(ii) As stated in Note no 21(B) to the
Standalone Financial Statements
the Board of Directors of the
Company have proposed final
dividend for the year ended 31st
March 2025, which is subject
to the approval of the members
at the ensuing Annual General
Meeting. The amount of dividend
proposed is in accordance
with Section 123 of the Act, as
applicable

(f) Based which included test checks,
the Company has used an accounting
software for maintaining its books
of account which has a feature of
recording audit trail (edit log) facility
and the same has operated throughout
the year for all relevant transactions
recorded in software. Further, during
the course of our audit we did not
come across any instance of the audit
trail feature being tampered with.
Additionally, the audit trail has been
preserved by the company as per
the statutory requirements for record
retention.

For K.S.Aiyar & Co.,

Chartered Accountants
Firm Registration No. 100186W

S. KALYANARAMAN

Partner
M.No.200565
UDIN: 25200565BMIVSG3738
Place: Chennai
Date: 29.05.2025