We have audited the standalone financial statements of M/s SAMTEL INDIA LIMITED ("the
Company”), which comprises of the Balance Sheet as at March 31, 2024 the Statement of Profit and
Loss ( including Other Comprehensive Income ), Statement of Cash Flows for the year ended,
Statement of Changes in Equity and notes to the financial statements including a summary of

significant accounting policies and other explanatory information (herein referred to as “the standalone
Ind 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 Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted
in India including Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act, of
the state of affairs (financial position) of the Company as at March 31, 2024, and its loss including

other comprehensive loss and its cash flows and the statement of changes in equity for the year ended
on that date.

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. Our responsibilities under those Standards are further described
in the Auditor’s Responsibilities for the Audit of the 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 Companies Act, 2013 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 audit opinion on the Standalone Financial Statements.

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.

Information other than the financial statements and auditors’ report thereon

The Company’s board of directors is responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis , Board’s
Report including Annexures to the Board’s Report, Business Responsibility and Sustainability Report,
Corporate Governance and Shareholder’s Information , but does not include Standalone 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 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 communicate that fact. We have nothing to report in this regard .

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

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act") with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance including other
comprehensive income , changes in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the 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 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 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 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 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 Standards on 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 SAs, we exercise professional judgment 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)(i) of the Companies Act, 2013, 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 standalone financial statements may be influenced. We consider quantitative materiality
and qualitative factors in (i) planning and 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 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 financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our report we report that:

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

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

(c) The Balance Sheet, the Statement of Profit and Loss, including Other Comprehensive
Income,, Statement of changes in Equity and the 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 Ind AS specified
under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31,2024
and taken on record by the Board of Directors, none of the directors is disqualified as on March
31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of internal financial controls with reference to standalone
financial statements 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 with
reference to standalone financial statements.

(g) With respect to other matters to be included in the Auditor’s Report in accordance with the
requirements of the Section 197(16) of the Act, as amended

In our opinion and to the best of our information and according to the explanation given to us
, no remuneration is paid by the Company to its Directors during the year.

(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, 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 as at

March 31, 2024 to the notes to financial statements, if any.

ii. The Company did not have any long-term contracts including derivative contracts for which

there were any material foreseeable losses as at March 31, 2024.

iii. There were no amounts required to be transferred, to the Investor Education and Protection

Fund by the Company during the year ended March 31,2024.

iv (a) The Management has represented that, to the best of its knowledge and belief, other
than disclosed in Note 8 to the Standalone Financial Statements , no funds ( which are
material either individually or in aggregate) have been advanced or loaned or invested
(either from borrowed funds or share premium or any other source 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 Ultimate Beneficiaries;

(b) The Management has represented that, to the best of its knowledge and belief, no funds
( which are material either individually or in 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 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 Beneficiaries “) or
provide any guarantee , security or the like on behalf of Ultimate Beneficiaries;

(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. .

v There is no dividend declared or paid during the year by the Company during the year,
hence provisions of Section 123 of the Act are not applicable to the Company.

vi The Company has not used accounting software with an audit trail (edit log ) feature
through out the year as required under Rule 11(g) of the Companies (Audit and Auditors)
Rules 2014 .We were explained that the Company having limited number of transactions
, the management experienced constraints to select appropriate software. The Company
is exploring the options to install the software which include audit trail features.

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 paragraph 3 and 4 of the Order.

For R. Sharma & Associates
Chartered Accountants
F.R No. 003683N

Rakesh Sharma

(Partner)

Membership No: 082640
UDIN: 24082640BKBFRU2338

Place: New Delhi
Date: May 29, 2024