ఆడిటర్ నివేదిక ACCEL Ltd.

Mar 31, 2025

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.

Sl.No	Key Audit Matters	Auditor''s Response
1.	REVENUE RECOGNITION • The Company enters into revenue contracts and management uses its judgement in respect of matters such as identification of performance obligations; allocation of consideration to identified performance obligations and recognition of revenue basis assessment of whether performance obligation is fulfilled over time or at a point in time, as per the requirements of the Ind AS 115. • This has been determined as a KAM in view of (i) the complexity in the application of requirements of Ind AS 115. (ii) the significant management judgements and estimates involved in such application. and (iii) there is an inherent and presumed risk involved in the revenue recognition. Refer Note no. 3.11	Our audit procedures included but were not limited to the following: • Obtaining an understanding of and testing the design and operating effectiveness of key controls around the revenue recognition. • Obtaining Information technology (''IT'') reports to assess the design and operating effectiveness of key IT controls over. • Testing of revenue transactions during the year on sample basis to gain an understanding of the terms of the contracts including pattern of transfer of rights and obligations under the contract. • In respect of the contracts tested, evaluating the Management''s assessment of revenue recognition, ensuring the compliance with the requirement of Ind AS 115 and reaffirming the judgements applied by the Management based on the actual outcome of delivery of contract. • Verifying the underlying evidences to ensure that revenue is recognized appropriately. • Evaluating the adequacy of disclosures in the accompanying Standalone Financial Statements.

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

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Mar 31, 2024

The Members of ACCEL Limited Chennai - 600 034

Report on the Audit of the Standalone Financial StatementsQualified Opinion

We have audited the accompanying Standalone Financial Statements of ACCEL Limited ("the Company”), which comprise the Standalone Balance Sheet as at 31st March 2024, 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 2024, and its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Refer to Note no. 47(b) to the Standalone Financial Statements regarding recoverability of loan given to one of its subsidiary Company of Rs. 490.88 Lakhs outstanding as on 31st March 2024 (Previous year Rs. 361.69 lakhs) which 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 2024 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.

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 our qualified opinion on the Standalone financial statements.

Emphasis of Matter

(i) Refer Note no. 10A(2) to the Standalone annual financial results where the company has submitted petition for striking off through Fast track exit mode for one of its 100% owned subsidiary-company and its impact on the financial statements as an exceptional item

(ii) Refer note no. 48 to the Standalone Financial statements for the year, the balance at the end of the financial year for sundry debtors, sundry creditors, 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 sundry debtors, loans & advances and sundry creditors; however, provisions as per policy has been made in this regard in the accompanying financial statements.

(iii) Refer Note no. 53 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.

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.

Sl.No	Key Audit Matters	Auditor''s Response
1.	REVENUE RECOGNITION • The Company enters into revenue contracts and management uses its judgement in respect of matters such as identification of performance obligations; allocation of consideration to identified performance obligations and recognition of revenue basis assessment of whether performance obligation is fulfilled over time or at a point in time, as per the requirement of the Ind AS 115.	Our audit procedures included but were not limited to the following: • Obtaining an understanding of and testing the design and operating effectiveness of key controls around the revenue recognition. • Obtaining Information technology (''IT'') reports to assess the design and operating effectiveness of key IT controls over. • Testing of revenue transactions during the year on sample basis to gain an understanding of the terms of the contracts including pattern of transfer of rights and obligations under the contract.

	• This has been determined as a	• I n respect of the contracts tested, evaluating
	KAM in view of (i) the complexity	the Management''s assessment of revenue
	in application of requirements of Ind AS 115. (ii) the significant	recognition, ensuring the compliance with the
	management Judgements and	requirement of Ind AS 115 and reaffirming the
	estimates involved in such	Judgements applied by the Management based
	application, and (iii) there is an inherent and presumed risk	on the actual outcome of delivery of contract,
	involved in the revenue recognition,	• Verifying the underlying evidences to ensure that
	Refer Note no, 3,11	revenue is recognized appropriately,
		• Evaluating the adequacy of disclosures in the accompanying Standalone Financial Statements,

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

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,

• I f, based on the work we have performed, we conclude that there is a material misstatement

of this other information, we are required to report that fact, We have nothing to report in this regard,

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 the IND AS and other accounting principles generally accepted in India, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; 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.

Those 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 financial 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''s 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 reguired to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadeguate, 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 reguirements 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 conseguences 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 reguired 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 reguired 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) I n 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 stated in the paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014

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) I n 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 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated

in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014

g) 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;

h) 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 2024 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 2024.

c) There has been no delay in transferring amounts, reguired to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March 2024.

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 2024, 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 on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software:

(i) The feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accounting softwares used for maintaining the books of accounts

(ii) The feature of recording audit trail (edit log) facility was not enabled at the application layer of the accounting software for the period 1 April 2023 to 27 September 2023 and relating to procurement, invoicing processing, inventory management, Trade receivables Trade payables and of the Realty Division for the period April 2023 to March 2024

(iii) Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting software except as mentioned in the paragraph (ii) above, we did not come across any instance of the audit trail feature being tampered with.

For K.S. Aiyar & Co.,

Chartered Accountants Firm Registration No. 100186W

S. KALYANARAMAN

Partner

Place: Chennai M.No.200565

Date: 28.05.2024 UDIN: 24200565BKAKZW7771

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Mar 31, 2023

Accel Limited

Chennai - 600 034

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying Standalone Financial Statements of ACCEL Limited ("the Company"), which comprise the Standalone Balance Sheet as at 31st March 2023, 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 a summary of significant 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 2023, and its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Refer to Note No. 47(a) to the Standalone Financial Statements regarding recoverability of an outstanding

sum of Rs. 329.00 lakhs as on 31st March 2023 (Previous year Rs.329.00 lakhs) which are significantly overdue. The Management is of the view that there is no diminution to the carrying value of these loans, though a provision of Rs. 160 Lakhs (Previous year Rs. 60 lakhs) had been created in the books on a conservative basis as on 31^st March 2023. 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 companies to settle these dues, we are unable to comment upon the recoverability of the carrying value of the said advances as at 31^st March 2023 and the consequential impact thereof, if any, on the accompanying Statement.

Refer to Note no. 47(b) to the Standalone Financial Statements regarding recoverability of loan given to one of its subsidiary Company of Rs. 361.69 Lakhs outstanding as on 31^st March 2023 (Previous year Rs.302.40 lakhs), which 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 31^st March 2023 and the consequential impact thereof, if any, on the accompanying Statement.

Our Report on audited Standalone financial statements for the year ended 31^st March 2023 has been qualified in this regard.

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 our qualified opinion on the Standalone financial statements.

Emphasis of Matter

(i) Refer Note no. 43 to the Standalone financial statements. In terms of NCLT order dated March 7, 2023 sanctioning the Scheme of amalgamation of ACCEL IT Services Limited - AITSL (formerly Ensure Support Services (India) Limited and Computer Factory (India) Private Limited - CFIPL, two wholly owned subsidiaries of the Company have been amalgamated with the Company. The Merger Scheme has become effective from the appointed date i.e. April 1, 2020. To comply with requirements of Ind AS 103 - (''Business Combinations''), the restatement of the financial statements has been given effect from the beginning of the preceding period i.e. April 1, 2020 in the financial statements.

Accordingly, the figures of standalone financial statements of the Company for the previous year have been restated, relying on the standalone financial statements of AITSL and CFIPL audited by the other auditors, who had issued an unmodified opinion vide their reports dated May 25, 2022 and May 23, 2022 respectively.

With respect to this previous paragraph of amalgamation entries, we have audited the

eliminations/ adjustments, which have been reported in the standalone financial statements. However, we have not issued a separate report on the restated figures, since these have been audited by respective auditors in the previous year. The impact of the business combination has been explained in Note 43 to the Standalone financial statements.

(ii) We draw attention to 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 are no permanent diminution/Changes to the carrying value of these trade receivables, loans & advances and trade payables; however, provisions as per policy has been made in this regard in the accompanying financial statements.

(iii) Refer Note no. 53 to the Standalone financial statements where the Company has proposed to amalgamate two of its subsidiary companies.

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

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.

Sl. No	Key Audit Matters	Auditor''s Response
1.	CAPITALIZATION OF PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND RELATED DEPRECIATION AND AMORTIZATION There are areas where management judgement impacts the carrying value of property, plant and equipment, intangible assets and their respective depreciation/amortization rates. These include the decision to capitalize or expense costs; the annual asset life review; the timeliness of the capitalization of assets and the use of management assumptions and estimates for the determination or the measurement and recognition criteria for assets. These additions towards the completion of the first phase of Accel Infinium at KINFRA Film & Video Park Thiruvananthapuram measuring 1,65,000 sq. ft. IT Complex in the KINFRA Special Economic Zone in Thiruvananthapuram during this FY 2022-23. The total value of capitalization is Rs. 4,119 lakhs. With regard to Capital Expenditure, The Management has identified specific expenditures including employee costs, interest on specific borrowings and other costs relating to assets and has applied judgement to assess, if the cost incurred in relation to these assets meets recognition criteria of Property, Plant and Equipment in accordance with Ind AS 16. This has been determined as a key audit matter due to (i) the significance of the Capital Expenditure during the year (ii) the risk that the elements of costs that are eligible for capitalization are not appropriately capitalized in accordance with the recognition criteria provided in Ind AS 16 and (iii) Assessment of useful lives and residual values of plant machinery in an integrated and complex plants involves management judgment, consideration of historical experiences, anticipated technological changes, etc.	OUR AUDIT PROCEDURES INCLUDED BUT WERE NOT LIMITED TO THE FOLLOWING: • We evaluated the Board''s approval for the construction of 1,65,000 sq. ft. IT Complex in the KINFRA Special Economic Zone in Thiruvananthapuram. • Understood, evaluated and tested the design and operating effectiveness of key controls relating to capitalization of various costs incurred in relation to Property Plant and Equipment. • Performed test of details relating to capital acquisition process i.e. quotation/ vendor selection, invoice and purchase order approvals and classification. • Performed test of details with focus on those items (including specific borrowing costs etc.) that we considered significant due to their amount or nature and tested a number of items capitalized during the year against underlying supporting documents to ascertain the nature of costs and whether they meet the recognition criteria provided in Ind AS 16 in this regard. • Tested other costs debited to the Statement of Profit and Loss Account, to ascertain whether these meet the criteria for capitalization. • Our procedures as mentioned above did not identify any costs that had been inappropriately capitalized. • Evaluating the reasonableness of the assumptions considered by the management in estimation of useful life and residual values. • Assessing whether the impact on account of the change has been appropriately recognized in the financial statements. • Ensured adequacy of disclosures in the standalone financial statements.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

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.

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; 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 misstatements, 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.

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

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 the 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 financial 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''s 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 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 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 the 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. 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 31^st March 2023 taken on record by the Board of Directors, none of the Directors is disqualified as on 31^st March 2023 from being appointed as a Director in terms of Section 164 (2) of the Act.

f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion section.

g) 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.

h) 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.

i) 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:

1) The Company has disclosed the impact of pending litigation as at 31 March 2023 on its financial position in its Standalone Financial Statements- Refer Note no 41 (b) (ii) to the standalone financial statements.

2) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31^st March 2023.

3) 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 31^st March 2023.

4) (a) 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;

(b) 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

Place: Chennai Date: 25.05.2023

provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) 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 (a) and (b) above, contain any material misstatement.

5) 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 31^st March 2023, 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.

6) Provision 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 with effect from April 01, 2023. Reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.

For K.S.Aiyar & Co.,

Chartered Accountants Firm Registration No. 100186W

S. Kalyanaraman

Partner M.No.200565 UDIN: 23200565BGWUZW9945

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Mar 31, 2018

Report on the Audit of Standalone Ind AS Financial Statements:

We have audited the accompanying Standalone Ind AS financial statements of M/s Accel Transmatic Limited ("the company"), which comprise the Balance Sheet as at 31st March 2018, and the Statement of Profit and Loss, the Statement of Changes in Equity & Cash flow Statement as at 31st March 2018 and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these Ind AS financial statements that give a true and fair view of the state of affairs, Profit(including other comprehensive income), Cash flows and changes in the equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards(Ind AS) prescribed under Section 133 of the Act.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility:

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Stand alone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 the Ind AS, of the state of affairs of the company as at 31st March 2018, and its profits(including other comprehensive Income),its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

a) The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 01st April 2016 included in these Standalone Ind AS financial statements, are based on the previously issued Statutory Financial statements prepared in accordance with the Companies (Accounting Standards) rules ,2006 audited by the predecessor auditor whose report for the year ended 31st March 2017 and 31st March 2016 dated 25th May 2017 and 14th July 2016 respectively expressed an unmodified opinion on those Standalone Ind AS financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have audited by us.

b) As stated in Note no 2 B, the management expects the value in use, based on estimated future cash flows, for the Intellectual Property Rights amounting to Rs.2,31,47,133/- carried in the books as Intangible assets to be not less than its carrying amount. Hence, no adjustment for impairment is made in the books of account. The pattern/quantum of the cash flows would, however depend upon crystallization of enquiries received by the company. Our opinion is not modified in respect of these matters

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditors Report) Order, 2016 issued by the Central Government of India in terms of sub section (11) of Section 143 of the Companies Act 2013, we give in the "Annexure- A" a statement on the matters specified in the 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.

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

c) The Balance Sheet, Statement of Profit and Loss, Cash flow Statement and Statement of Changes in the Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act.

e) The matters described in the Sub Para A and B of Emphasis of matter paragraph above, in our opinion, may have an adverse effect on the functioning of the company.

f) On the basis of written representations received from the directors as on 31 March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018, 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 controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

h) With respect to the other matters 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 litigation on its financial position in its standalone Ind AS financial statements Refer Note-29 to the standalone Ind AS financial statements.

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

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

ANNEXURE- A TO THE INDEPENDENT AUDITOR''S REPORT

The Annexure referred to in Independent Auditors Report to the members of the Company of Standalone Ind AS financial statements for the year ended 31st March 2018, we report that:

i) a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b) We are informed that fixed assets have been physically verified by the Management at reasonable intervals and that no material discrepancies were noticed on such verification.

c) According to the information and explanation given to us and based on the explanation of the records of the company and also having regard to the confirmation received from banks in respect of title deems deposited with them wherever applicable and also legal opinion received in a case, we report that the title deeds of immovable properties are held in the name of the company.

ii) We are informed that the physical verification of inventory has been conducted by the Management at reasonable intervals and no material discrepancies were noticed on such verification.

iii) According to the information and explanations given to us, the company has neither granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore the provisions of paragraph 3(iii) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.

iv) According to the information and explanations given to us, the company has complied with the provision of section 185 and 186 of the Companies Act, 2013, with respect to the loan and investment made.

v) According to the information and explanations given to us, the company has not accepted deposits during the year, hence the provisions of paragraph 3(v) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.

vi) According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 for the company.

vii) (a) According to the information and explanation given to us and on the basis of our examination of the records of the company, company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with appropriate authorities during the year except as noted below:

Name of the Statue	Nature	Amount (Rs )
Provident Fund Act, 1952	Provident Fund	34,662
Income Tax Act, 1961	TDS	34,98,668
Sales Tax Act, TN	Sales Tax	2,64,030
Employee State Insurance Act, 1948	ESI contribution	6,901

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears as at 31st March 2018 for a period of more than six months. Except in the case of Income Tax which have not been deposited by the company on account of disputes (stay deposit 2012-13 Rs. 402326 dt. 22-9-16 2013-14 Rs. 392380 dt. 13-2-17)

Nature of Dues	Amount (Rs in Lakhs)	Period to which the amount relates	Forum where the dispute is pending
Income Tax	46.26	AY 2011-12	Income Tax Appellate Tribunal, Kochi
Service Tax	15.79	AY 2005-07	CESTAT, Bangalore
Customs Duty	0.16	AY 2010-11	Honorable High Court
PF & Others	30.24	AY 2010-11 Onwards	EPF Appellate Tribunal, Delhi & Kerala High Court

viii) According to the information and explanations given to us and based on our audit procedures we are of the opinion that the Company has not defaulted in repayment of dues to banks, except in the case of Asset backed loan availed from the banks during the year which have been belatedly settled as below:

MONTH	DUE (INSTALMENT INTEREST)	REPAYMENT	DUE DATE	PAYMENT DATE	DELAY(in days)
MAR-17	1,083,930	1,083,930	01/04/2017	18/04/2017	17
APR-17	1,047,400	1,047,400	01/05/2017	15/06/2017	45
MAY-17	1,057,241	1,057,241	01/06/2017	29/07/2017	58
JUN-17	1,045,786	1,045,786	01/07/2017	29/07/2017	28
JUL-17	3,617,087	3,617,087	01/08/2017	03/11/2017	94
AUG-17	33,025	33,025	01/09/2017	03/11/2017	63
SEP-17	32,841	32,841	01/10/2017	03/11/2017	33
OCT-17	33,465	33,465	01/11/2017	03/11/2017	2
NOV-17	2,179	2,179	01/11/2017	06/11/2017	5

ix) According to the information and explanations given to us and based on our audit procedures, we are of the opinion that the Company has not raised moneys by way of initial public offer or further public offer and terms loans. Hence, provisions of the paragraph 3(ix) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.

x) According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees or officers has been noticed or reported course of our audit.

xi) In our opinion and according to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Therefore the provisions of the clause 3(xii) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.

xiii) According to the information and explanation given to us and on the basis of our examination of the records of the company, transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and details of such transactions have been disclosed in the Note no 31 to the standalone Ind AS financial statement as required by applicable accounting standards.

xiv) According to the information and explanations given to us and based on our audit procedures, the company has not made preferential allotment or private placement of shares during the year.

xv) According to the Information and explanations given to us and based on our audit procedures, the company has not entered into any non-cash transaction with directors or persons connected with them. Therefore the provisions of the paragraph 3(xv) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.

xvi) According to the information and explanations given to us and based on our audit procedures, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Annexure -B to the Independent Auditors'' Report on Standalone Ind AS financial Statements of M/s Accel Transmatic Limited.

Report on the Internal Financial Controls 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 M/s. Accel Transmatic Limited ("The Company") as of 31 March 2018 In conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Reporting

The Company''s management 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 (''ICAI''). 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 company''s 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 Company''s internal financial controls over financial reporting 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") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 auditor''s judgment, 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 Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s 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.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, 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

For and on behalf of

Vijayakumar & Easwaran

Chartered Accountants

Firm Regn. No. : 004703S

Date: 30.05.2018 Sam Kuruvilla B.Com, FCA

Place : Chennai Partner (M.No.21805)

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Accel Transmatic Limited ('the Company'), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility 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 and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which arc required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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.

Opinion

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, of the state of affairs of the Company as at 31st March, 2015 and its Loss and its cash flows for the year ended on that date.

Emphasis of Matter

i) We draw attention to Note No.9.7 As stated therein, the management expects the value in use, based on estimated future cash flows, for the Intellectual Property rights amounting to Rs. 5,43,76,881/- carried in the books as Intangible Asset to be not: less than its carrying amount . Hence, no adjustment for impairment is made in the books of account. The pattern/quantum of the cash flows would, however, depend upon crystallization of enquiries received by the company.

ii) Also, as stated in Note No.4.1, the Company has suffered cash loss from its operations during the year. The Net Worth of the Company has been fully eroded as at: the Balance Sheet date. The Current Liabilities as at the year end exceeds the Current Assets by Rs.1,46,71,393/- . This, read with the matters stated in para (i) above, raises serious doubt about the ability of the Company to continue as a going concern.

iii) Attention is Invited to Note No.21.9. As stated therein, the proposal of merger of the holding Company with the Company w.e.f. 1st April, 2014(Appolnted Date) is pending before the Stock Exchange, and hence no adjustments have been made in the Accounts towards the same.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

1, As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section(ll) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 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;

(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 and the Cash flow Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st: March, 2015 from being appointed as a director in terms of Section 164(2) of the Act;

(f) The matters discussed in sub- para (i) and (ii) under "Emphasis of Matter" paragraph above, in our opinion, may have an adverse impact on the functioning of the Company

(g) 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:

(h) the Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note-21,6 to the 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 a delay of 7 months and 26 days for transfer of an amount of Rs.1,01,817, to the Investor Education and Protection and Protection Fund, The amount was due to be transferred on 23rd September 2014, The transfer, however is seen made only on 19th May 2015,

Annexure Referred to In Paragraph 1 of the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2015, we report that:

(I) a. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The fixed assets of the company have been physically verified by the management during the year, which, In our opinion is reasonable having regard to the size of the company and the nature of assets and as per the information and explanation furnished to us, no material discrepancies have been noticed on such verification,

(ii) The Company does not carry any Inventory as at the year end and hence, the question of physical verification of inventory docs not arise. Hence the Paragraph (ii)(a), 4(ii)(b) & 4(ii)(c) of Companies (Auditor's Report) Order, 2015 are not commented upon by us,

(iii) The Company has not granted any loans, secured or unsecured, to companies/firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, relative reporting requirement of the Order is not applicable and not commented upon.

(iv) In our opinion and according to the information and explanations given to us, the internal control systems for the purchase of fixed assets and for the sale of goods and services are generally commensurate with the size of the company and nature of its business. There are no major weaknesses in internal control of a continuing nature.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and 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 Act for the company at this stage.

(vii) a. According to the information and explanations given to us, and on the basis of our examination of the records of the Company, there are certain delay In depositing Income Tax, Service Tax, Sales Tax, Employees State Insurance and Employees Provident with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable except Income Tax (Tax deducted at source) Rs. 14,12,206/-

b. According to the information and explanations given to us and the records of the Company examined by us, the following disputed amounts have not been deposited with the authorities as at 31st March, 2015 as per details given below:

Nature of dues Period to Amount Forum where the which dispute is pending relates

Income Tax AY 2008-09 TO 1,38,11,559 Income Tax Appellate AY 2010-11 Tribunal Kochi

Customs Duty 2010 - 11 33,88,000 Honorable High Court Of Kerala

c. According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time, except to the extent mentioned in para 2(g)(iii) of the report.

(viii) The accumulated loss at the end of the financial year is more than 50% of its net worth. The company has incurred cash loss In the financial year and in the immediately preceeding financial year.

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any banks or financial institution

(x) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) According to the information and explanations given to us and the records of the company examined by us, the Company has not availed any term loans during the year and hence relative clause is not commented upon.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Varma & Varma Chartered Accountants Firms' Registration No. 04532S

Chennai P.R.Prasanna Varma 26th May, 201.5 Partner Membership No.025854

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Mar 31, 2014

We have audited the accompanying financial statements of Accel Transamatic Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the Loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

i. We draw attention to Note No. 10.7. As stated therein, the management expects the value in use, based on estimated future cash flows, for the Intellectual Property rights amounting to Rs. 7,33,26,687/- carried in the books as Intangible asset to be not less than its carrying amount. The pattern/quantum of the cash flows would essentialy depend upon crystallisation of enquiries received by the company. Hence, no adjustment for impairment is made in the books of account.

ii. Also as stated in Note no. 4.1, the Company has suffered cash loss from its operations during the year. The Net worth of the company has been fully eroded as at the Balance Sheet date. The Current Liabilities as at the year end exceeds the Current Assets by Rs. 3,44,38,630/-. This, read with the matters stated in para (i) above, raises concerns about the ability of the Company to continue as a going concern. However, in view of the facts stated in the said notes, the Accounts have been drawn up on a going concern basis.

Our opinion is not qualified in respect of the above.

Report on Other Legal & Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (" the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227 (3) of the Act, we report that:

a. we have obtained all the information and explanation, except to the extend stated in Note No. 13, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act,2013;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN OUR AUDIT

REPORT OF EVEN DATE

1. a. The company is maintaining records showing full particulars, including quantitative details of fixed assets.

b. The fixed assets of the company have been physically verified by the management during the year, which, in our opinion is reasonable having regard to the size of the company and the nature of assets and as per the information and explanation furnished to us, no material discrepancies have been noticed on such verification.

c. There has not been disposal of any substantial portion of fixed assets of the company during the year, which would affect the status of the company as a going concern.

2. The Company does not carry any Inventory as at the year end and hence, the question of physical verification of inventory does not arise. Hence the Paragraph 4(ii)(a), 4(ii)(b) & 4(ii)(c) of Companies (Auditor''s Report) (Amendment) Order are not commented upon by us.

3. a. As explained to us, the Company has not advanced any amounts to Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 and hence, relative reporting requirement of Para 4 (iii (a) to (d)) of the Order is not applicable and not commented upon.

b. The Company has taken unsecured loans from companies in which Directors are interested covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and the amount involved are given below:

Number of Parties Maximum Amount Balance as on Outstanding 31.03.2014

3 19,64,58,210/- 11,61,21,127/-

c. In respect of unsecured loans taken as above, in our opinion and according to the information and explanation furnished to us, the rate of interest, where applicable, and other terms and conditions of loans are not prima facie prejudicial to the interest of the company.

d. As per the information and explanations given to us, the company is not regular in payment of principal amount and interest thereon as stipulated.

4. In our opinion and according to the information and explanations given to us, the internal control systems for the purchase of fixed assets and for the sale of goods and services are generally commensurate with the size of the company and nature of its business. There are no major weaknesses in internal control of a continuing nature.

5. a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance to contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 with the aforesaid parties exceeding value of Rupees Five Lakhs in respect of each such party which have been entered into during the financial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public during the period and hence the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable.

7. The company has an adequate internal audit system which is commensurate with the size of the Company and nature of its business.

8. As per the information and explanation furnished to us, Cost records u/s 209(1)(d) of the Companies Act, 1956 have not been prescribed in respect of the Services of the Company.

9. a. There were delays in depositing undisputed statutory dues including Provident fund, Employee''s State Insurance, Income Tax, Service Tax & Sales Tax with the appropriate authorities during the year. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth tax, Service tax, Sales tax, Excise duty, Customs Duty, Cess and other statutory dues which were outstanding at the year end for a period of more than six months from the date they became payable, other than as stated below:-

(Amount in Rupees)

Particulars Outstanding at Payable for the end of the more than 6 year months

Provident fund 21,532 -

Employees State Insurance 1,27,159 1,08,063

Professional Tax 57,538 57,538

Tax Deducted at Source 49,79,856 48,36,269

b. As per the information and explanation furnished to us, there were no dues of sales-tax, income-tax, wealth-tax, service tax, excise duty, customs duty and cess which have not been deposited on account of any dispute, as at the year end, except the following

Sl Particulars Amount involved Forum where No (Rs in lacs) Dispute is pending

1 Income tax Demands 1,36,11,559 CIT Appeals

2 Customs Duty 33,88,000 Honorable High Court Of Kerala

3 PF & Others 15,03,837 Honorable High Court Of Kerala - Rs. 6.90,689- EPF.

EPF Appellate Tribunal, Delhi - Rs. 3,04,000.

EPF Appellate Tribunal, Delhi - Rs. 2,38,200/-.

Suit in Civil Court

Chennai - Rs. 0.64 lacs,

Suit in civil court Kerala - Rs. 2,70,948.

10. The company''s accumulated loss at the end of the financial year is more than fifty per cent of net worth of the company. The company has incurred cash loss during the year and during the immediately preceding financial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any banks or financial institutions.

12. In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments, and accordingly, the relative reporting requirements of the order are not applicable to the company.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions

16. According to the information and explanations given to us, the term loans have been applied, for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall verification of the attached balance sheet of the company, we report that the funds raised by the company on short-term basis have not been used to finance long-term assets except to the extent of Rs. 52,82,502.

18. During the year, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company does not have any outstanding debentures as at the year-end.

20. The company has not raised any money by way of public issues during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice in India, and according to the information and explanation given to us, we have neither come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

For and behalf of Varma & Varma Chartered Accountants

Place: Chennai P.R. PRASANNA VARMA F.C.A Date: 23.05.2014 Partner (M. No. 25854)

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of Accel Transamatics Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Proft and Loss and the Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 (" the Act").This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the fnancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the fnancial 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:

(a) in the case of the Balance Sheet, of the state of afairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Proft and Loss , of the Loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash fows for the year ended on that date.

Emphasis of Matter

i. We draw attention to Note No.10.7. As stated therein, the management expects estimated future cash fows out of the Intellectual Property rights amounting to Rs.9,87,92,490, carried in the books as Intangible asset to be not less than carrying amount of its Assets. The pattern/quantum of the future cash fows would, however, essentially depend upon crystallisation of enquiries received by the company.

ii. Also as stated in Note no. 4.1, the Company has sufered cash loss from its operations during the year. The Net worth of the company has been fully eroded as at the Balance Sheet date. The Current Liabilities as at the year end exceeds the Current Assets by Rs. 11,32,18,197/-. This, read with the matters stated in para (i) above, raises concerns about the ability of the Company to continue as a going concern. However, in view of the facts stated in the said notes, the Accounts have been drawn up on a going concern basis.

Our opinion is not qualifed in respect of the above matters.

Report on Other Legal & Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (" the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specifed in paragraphs 4 and 5 of the Order.

2. As required by section 227 (3) of the Act, we report that:

a. we have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Proft and Loss , and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Proft and Loss , and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors are disqualifed as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN OUR AUDIT REPORT OF EVEN DATE

a. The company is maintaining records showing full particulars, including quantitative details of fxed assets.

b. The fxed assets of the company have been physically verifed by the management during the year, which, in our opinion is reasonable having regard to the size of the company and the nature of assets and as per the information and explanation furnished to us, no material discrepancies have been noticed on such verifcation.

c. There has not been disposal of any substantial portion of fxed assets of the company during the year, which would afect the status of the company as a going concern.

2. The Company does not carry any Inventory as at the year end and hence, the question of physical verifcation of inventory does not arise. Hence the Paragraph 4(ii)(a), 4(ii)(b) & 4(ii)(c) of Companies (Auditor‘s Report) (Amendment) Order are not commented upon by us.

a. As explained to us, the Company has not advanced any amounts to Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 and hence, relative reporting requirement of Para 4 (iii (a) to (d)) of the Order is not applicable and not commented upon.

b. The Company has taken unsecured loans from parties / companies in which Directors are interested covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and the amount involved are given below:

Maximum Amount Balance as on

Number of Parties

Outstanding 31.03.2012

3 11,10,22,753/- 11,10,22,753/-

c. In respect of unsecured loans taken as above, in our opinion and according to the information and explanation furnished to us, the rate of interest, where applicable, and other terms and conditions of loans are not prima facie prejudicial to the interest of the company.

d. As per the information and explanations given to us, the company is not regular in payment of principal amount and interest thereon as stipulated.

4. In our opinion and according to the information and explanations given to us, the internal control systems for the purchase of fxed assets and for the sale of goods and services are generally commensurate with the size of the company and nature of its business. There are no major weaknesses in internal control of a continuing nature.

5.

a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance to contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 with the aforesaid parties exceeding value of Rupees Five Lakhs in respect of each such party which have been entered into during the fnancial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time

6. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 58A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules 1975 with regard to deposits accepted from public. According to the information and explanation given to us, no order has been passed by the Company Law Board, or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal in this regard.

7. The company has an adequate internal audit system which is commensurate with the size of the Company and nature of its business.

8. As per the information and explanation furnished to us, Cost records u/s 209(1)(d) of the Companies Act, 1956 have not been prescribed in respect of the Services of the Company

9.

a. There were delays in depositing undisputed statutory dues including Provident fund, Employee''s State Insurance, Income Tax, Service Tax & Sales Tax with the appropriate authorities during the year. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth tax, Service tax, Sales tax, Excise duty, Customs Duty, Cess and other statutory dues which were outstanding at the year end for a period of more than six months from the date they became payable, other than as stated below :- (Amount in Rupees)

10. The company''s accumulated loss at the end of the fnancial year is more than ffty per cent of net worth of the company. The company has incurred cash loss during the year but has not incurred cash loss during the immediately preceding fnancial year.

11. According to the information and explanations given to us, the Company has defaulted in repayment of dues to any banks or fnancial institution to the extent of Rs.2,90,70,516/-.

12. In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/ mutual beneft fund/ societies.

14. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments, and accordingly, the relative reporting requirements of the order are not applicable to the company.

15. According to the information and explanations given to us, the company has given a corporate guarantee to a bank on behalf of a company in which the Directors are interested for Rs.3,50,00,000/- for availing loan from the banks by the said company, the terms of conditions of which are not prima facie prejudicial to the interest of the company.

16. According to the information and explanations given to us, the term loans have been applied, for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall verifcation of the attached balance sheet of the company, we report that the funds raised by the company on short-term basis have not been used to fnance long-term assets except to the extent of Rs.8,54,15,150.

18. During the year, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956

19. The company does not have any outstanding debentures as at the year-end.

20. The company has not raised any money by way of public issues during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practice in India, and according to the information and explanation given to us, we have neither come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the management

For Varma & Varma

Chartered Accountants FRN.004532S

Place : Chennai P. R Prasanna Varma

Date : May 30, 2013 Partner

M.No. 25854

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Accel Transmatic Limited as at 31st March 2012, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto.These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in Paragraphs 4 and 5 ofthe said Order;

4. Without qualifying our opinion attention is invited to Note No. 2. As stated therein, the Company has suffered cash loss from its operations during the year, without considering the profit on transfer of its Software Division.The accumulated loss is more than 50% of its Net worth. This raises concerns about the ability of the Company to continue as a going concern. However, in view ofthe facts stated in the said notes, the Accounts have been drawn up on a going concern basis.

5. Further to our comments stated above, we report that:

(a) We have 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 appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 201 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 ofthe Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes on the accounts attached thereto, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2012;

ii. in the case of the Profit and Loss Account, of the Profit for the year ended on that date;

and

iii. in the case of the cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our audit Report of even date

1) a. The company is maintaining records showing full particulars, including quantitative details of fixed assets.

b. The fixed assets of the company have been physically verified by the management during the year, which, in our opinion is reasonable having regard to the size of the company and the nature of assets and as per the information and explanation furnished to us, no material discrepancies have been noticed on such verification.

c. There has not been any disposal of any substantial portion of fixed assets ofthe company during the year, which would affect the status ofthe company as a going concern, except as stated in Note No.23 attached to the Accounts.

2) The inventory of the Company at the year end consists of Digital Assets value Rs. Nil (Intangible Assets) under contract/co - production only and hence, the question of physical verification of inventory does not arise. Hence the Paragraph 4(ii)(a),4(ii)(b) & 4(ii)(c) of Companies (Auditor's Report) (Amendment) Order are not commented upon by us.

3) a. As explained to us, the Company has not advanced any amounts to Companies, Firms or other parties covered in the Register maintained under Section 301 ofthe Companies Act, 1956 and hence, relative reporting requirement of Para 4 (iii (a) to (d)) of the Order is not applicable and not commented upon.

b. The Company has taken unsecured loans from parties / companies in which Directors are interested covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and the amount involved are given below:

Maximum Amount Balance as on Number of Parties Outstanding 31.03.2012

3 12,93,94,333/- 7,86,73,333/-

c. In respect of unsecured loans taken as above, in our opinion and according to the information and explanation furnished to us, the rate of interest, where applicable, and other terms and conditions of loans are not prima facie prejudicial to the interest ofthe company.

d. As per the information and explanations given to us, the payment of principal amount and interest thereon is as stipulated.

4) In our opinion and according to the information and explanations given to us, the internal control system for the purchase of fixed assets and for the sale of services are generally commensurate with the size of the company and nature of its business.There are no major weaknesses in internal control of a continuing nature.

5) a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance to contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 with the aforesaid parties exceeding value of Rupees Five Lakhs in respect of each such party which have been entered into during the financial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time

6) In our opinion and according to the information and explanation furnished to us, the company has complied with the directions issued by the Reserve Bank of India and the provisions of Section 58A and 58AA and other relevant provisions of the Companies Act, 1956 with regard to the deposits accepted from the public.

7) The Internal audit of the company was conducted during the year, by a firm of Chartered Accountants, the scope and coverage of which is commensurate with the size of the Company and nature of its business.

8) As per the information and explanation furnished to us, Cost records u/s 209(1 )(d) of the Companies Act, 1956 have not been prescribed in respect of the Services of the Company.

9.) a. There were delays in depositing undisputed statutory dues including Provident fund, Employee's State Insurance, Income Tax, Service Tax & Sales Tax with the appropriate authorities during the year. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth tax, Service tax, Sales tax, Excise duty, Customs Duty, Cess and other statutory dues which were outstanding at the year end for a period of more than six months from the date they became payable, other than as stated below

(Amount in Rupees)

Outstanding at the Payable for more Paricuars end of the year than 6 months

Professional Tax 927,718/- 887,498/-

Employees State 361,494/- 265,157/- Insurance

Provident fund 173,752/- 18,348/-

Tax Deducted at 6,056,305/- 2,853,040/- Source

b. As per the information and explanation furnished to us, there were no dues of sales-tax, income-tax, wealth-tax, service tax, excise duty, customs duty and cess which have not been deposited on account of any dispute, as at the year end, except the following

SI Particulars Amount Forum where Dispute is No involved (Rs) pending

1 Income tax 13,595,330 Income Tax Appellate Tribunal Demands Kochi

2 Customs 3,388,000 Honorable High Court Of Duty Kerala

3 PF & 2,171,000 Honorable High Court Of Others Kerala - Rs.10.59 lacs, Registrar - EPF Appellate Tribunal - Rs.7.77 lacs, Suit in Civil Court Chennai - Rs.0.64 lacs, Suit in civil court Kerala - Rs.2.71 lacs.

10) The company's accumulated loss at the end of the financial year is more than fifty per cent of net worth of the company. The company has incurred cash loss during the year but has not incurred during the immediately preceding financial year.

11) As per the information and explanations furnished to us and on our verification of records of the company, there have been no delays in repayment of dues to financial institutions or banks.

12) In our opinion and according to the information and explanations given to us, and based on the documents and records produced to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/ mutual benefit fund/ societies.

14) In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments, and accordingly, the relative reporting requirements of the order are not applicable to the company.

15) According to the information and explanations given to us, the company has given a corporate guarantee to a bank on behalf of a company in which the Directors are interested for Rs.3,50,00,000/- for availing loan from the banks by the said company, the terms of conditions of which are not prima facie prejudicial to the interest of the company.

16) In our opinion and according to the information and explanations given to us,Term Loans availed during the year has been utilised for the purpose for which they have been availed.

17) According to the information and explanations given to us and on an overall verification of the attached Balance Sheet of the company, we report that the funds raised by the company on short-term basis have not been used to finance long-term assets except to the extent of Rs.8,54,52,739/-.

18) During the year, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The company does not have any outstanding debentures as at the year-end.

20) The company has not raised any money by way of public issues during the year.

21) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Varma & Varma

Chartered Accountants

F.R.N.004532S

Place: Chennai P.R Prasanna Varma F.C.A

Date: 29.05.2012 M No: 25854

Partner

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Accel Trans- matic Limited as at 31st March 2010, the Proft and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the companys management. Our responsi- bility is to express an opinion on these fnancial statements based on our audit.

2. We conducted our audit in accordance with auditing stan- dards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable as- surance about whether the fnancial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management as well as evaluating the overall fnancial state- ment presentation. We believe that our audit provides a rea- sonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditor‘s Report) (Amendment) Order, 2004 issued by the Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specifed in Paragraphs 4 and 5 of the said Order;

4. Further to our comments in the Annexure referred to above, we report that:

(a) We have 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 appears from our examination of those books;

(c) The Balance Sheet, Proft and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Proft and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March 2010, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and accord- ing to the explanations given to us, the said accounts read with the notes on the accounts attached thereto, give the information required by the Companies Act, 1956, in the man- ner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010;

ii. in the case of the Proft and Loss Account, of the Loss for the year ended on that date; and

iii. in the case of the cash fow statement, of the cash fows for the year ended on that date.

Annexure referred to in paragraph 3 of our audit report of even date

1. a. The company is maintaining records showing full particulars, including quantitative details of fxed assets.

b. The fxed assets of the company have been physically verifed by the management during the year, which, in our opinion is reasonable having regard to the size of the company and the nature of assets and no material discrepancies have been no- ticed on such verifcation.

c. Except as stated in Note No. 21.8 of Schedule No. 21 regarding sale of an undertaking, there has not been any other disposal of any substantial portion of fxed assets of the company dur- ing the year, which would affect the status of the company as a going concern.

2. The inventory of the Company at the year end consists of Digital Assets (Intangible Assets) only and hence the question of physical verifcation of inventory does not arise. Hence the Paragraph 4(ii)(a), 4(ii)(b) & 4(ii)(c) of Companies (Auditor‘s Re- port) (Amendment) Order is not commented upon by us.

3. a. As explained to us, the Company has not advanced any amounts to Companies, Firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 except to the extent mentioned below.

Number of Maximum amount Balance as on

Parties outstanding. (Rs) 31.03.2010 (Rs)

2 10,26,29,561/- 3,50,72,618/-

b. In our opinion , the rate of interest and other terms and condi- tions on which the loan given to one of the above Compa- nies listed in the register maintained under section 301 of the Companies Act, 1956 are not , prima facie, prejudicial to the interest of the company. In respect of the other party, the balance outstanding represents the balance of consideration payable by them in sale of an undertaking to them as stated in Note No. 21.8 in Schedule No. 21 for which no interest has been charged by the Company.

c. As per the information and explanations given to us, the receipt of Principal and Interest thereon in respect of the amount advanced to the parties as above is as agreed.

d. The Company has taken unsecured loans from parties / com- panies in which Directors are interested covered in the register maintained under Section 301 of the Companies Act, 1956. The number of parties and the amount involved are given below:

Number of Parties Maximum Amount Balance as on outstanding 31.03.2010

3 6,45,32,764/- 2,57,85,073/-

e. In respect of unsecured loans taken as above, in our opinion and according to the information and explanation furnished to us, the rate of interest, where applicable, and other terms and conditions of loans are not prima facie prejudicial to the inter- est of the company.

f. As per the information and explanations given to us, the pay- ment of principal amount and interest thereon is as stipulated.

4. In our opinion and according to the information and explana- tions given to us, the internal control system for the purchase of fxed assets and for the sale of services are generally commen- surate with the size of the company and nature of its business. There are no major weaknesses in internal control of a continu- ing nature.

5. a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and expla- nations given to us, the transactions made in pursuance to con- tracts or arrangements entered in the register maintained un- der section 301 of the Companies Act, 1956 with the aforesaid parties exceeding value of Rupees Five Lakhs in respect of each such party which have been entered into during the fnancial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time / at the values as agreed on the basis of Independent Valuation as stated in Note No. 21.8 in Schedule No. 21.

6. In our opinion and according to the information and explana- tion furnished to us, the company has complied with the direc- tions issued by the Reserve Bank of India and the provisions of Section 58A and 58AA and other relevant provisions of the Companies Act, 1956 with regard to the deposits accepted from the public.

7. The Internal audit of the company was conducted during the year, by a frm of Chartered Accountants, the scope and cover- age of which is commensurate with the size of the Company and nature of its business.

8. As per the information and explanation furnished to us, Cost records u/s 209(1)(d) of the Companies Act, 1956 have not been prescribed in respect of the Services of the Company.

9. a. There have been delays in depositing undisputed statutory dues including Provident fund, Employees State Insurance, In- come Tax, Service Tax & Sales Tax with the appropriate authori- ties during the year. According to the information and expla- nations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth tax, Service tax, Sales tax, Ex- cise duty, Customs Duty, Cess and other statutory dues which were outstanding at the year end for a period of more than six months from the date they became payable, other than a sum of Rs. 5,35,175/- of Professional Tax and Rs. 5,47,600/- of Tax De- ducted at Source.

b. As per the information and explanation furnished to us, there were no dues of sales-tax, income-tax, wealth-tax, service tax, excise duty, customs duty and cess which have not been depos- ited on account of any dispute, as at the year end.

10. The companys accumulated loss at the end of the fnancial year is not more than ffty per cent of net worth of the com- pany. The company has not incurred cash loss during the year, but has incurred cash loss during the immediately preceding fnancial year.

11. As per the information and explanations furnished to us and our verifcation of records of the company, the company has made delays in repayment of dues to fnancial institutions or banks, and an amount of Rs. 1,28,50,000/- and Rs. 71,91,219/- of Principal and Interest respectively is over due as at the year end.

12. In our opinion and according to the information and explana- tions given to us, and based on the documents and records produced to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion and according to the information and explana- tions given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/ mutual beneft fund/ societies.

14. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments, and accordingly, the relative reporting requirements of the order are not appli- cable to the company.

15. According to the information and explanations given to us, the company has given a corporate guarantee to a bank on behalf of a company in which the Directors are interested for Rs.350 Lacs for availing loan from the banks by the said company, the terms of conditions of which are not prima facie prejudicial to the interest of the company. As stated in Note No. 21.7 in Schedule No. 21 there are certain guarantees/ LCs given by the Banks on behalf of the erstwhile Systems and Services Division (which have been sold off w.e.f 01.04.2009 as stated in Note No. 21.8 in Schedule No. 21) pending transfer in the name of that Company as at the year end. We are informed that the relative commission on such guarantees / LCs have been borne by that Company.

16. In our opinion and according to the information and explana- tions given to us, Term Loans availed during the year has been utilised for the purpose for which they have been availed.

17. According to the information and explanations given to us and on an overall verifcation of the attached balance sheet of the company, we report that the funds raised by the company on short-term basis have not been used to fnance long-term as- sets.

18. During the year, the company has not made any preferential allotment of shares to parties or companies covered in the reg- ister maintained under section 301 of the Companies Act.

19. The company does not have any outstanding debentures as at the year-end.

20. The company has not raised any money by way of public issues during the year.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported dur- ing the course of our audit.

For Varma & Varma

Chartered Accountants

F.R.N. 4532S

Place: Chennai K.M. Sukumaran, F.C.A

Date : May 27, 2010 M No: 15707

Partner