We have audited the financial statements of SHYAM TELECOM LIMITED (“the Company”), which comprise
the balance sheet as at March 31^st, 2025, and the statement of Profit and Loss, statement of changes in equity and
statement of cash flows for the year then ended, and notes to the 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, the aforesaid
financial statements give the information required by the Companies Act, 2013 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 that date, and its loss, changes in equity and its cash flows for the year ended on that
date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of
the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.

3. Material Uncertainty Related to Going Concern

We draw attention to the statement of profit and loss, which indicates that the Company incurred a net loss of
Rs. 183.75 lakhs during the year under report ( LY- Rs. 312.55 lakhs) and, as of that date the Company's current
liabilities exceeded its total assets by Rs. 2795.95 Lakhs (LY- Rs. 2612.03 lakhs). Also the net worth of the
company has fully eroded. These events or conditions indicate that a material uncertainty exists that may cast
significant doubt on the Company's ability to continue as a going concern. However, the financial statements of
the company have been prepared on a going concern basis for the reason declared by management in Note no. 34.

Our opinion is not modified in respect of this matter.

4. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section,
we have determined the matters described below to be the key audit matters to be communicated in our report.

5. Other Matters

Following are the details of amounts pending to be received/paid to the foreign parties by the company due to pending
approvals from Reserve Bank of India and other statutory authorities:

a) An amount of Rs. 42.82 Cr (L.Y. Rs. 42.82 Cr.) being advances from customers classified under the head “Other
Current Liabilities” are in process of being settled for a long time.

b) An amount of Rs. 2.26 (Cr L.Y. Rs. 2.26 Cr.) being Sundry Creditors classified under the head “Trade Payables'
are in process of being settled for a long time.

c) An amount of Rs. 28.10 Crore, Dr (L.Y. Rs. 28.10 Crore, Dr.) being Loan to Subsidiary Classified under “Loans-
Doubtful'.The company had already made a provision of Rs. 28.10 Crore, Dr (L.Y. Rs. 28.10 Crore) (27.89 crore
0.21 crore)against such doubtful advances in previous years.

All the above-mentioned amounts are long overdue and Company is following up with statutory authorities for
necessary approvals.

Our opinion is not qualified in respect of above matter.

6. Other Information in documents containing Audited 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 or management report and
Chairman's Statements, but does not include the consolidated financial statements and our auditor's report
thereon. These reports are expected to be made available to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and we will not express any form of
assurance conclusion thereon. SA720 “Auditor's Responsibilities relating to Other Information” requires it in
connection with our audit of the financial statements.

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

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.

7. Management's and Board of Directors' Responsibilities for the Financial Statements

The Company's Management and Board of Directors are responsible for the matters stated in section 134(5) of the
Companies Act, 2013(“the Act”) with respect to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance, changes in equity 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. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial statement that
give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the 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 is also responsible for overseeing the Company's financial reporting process.

8. Auditor's Responsibilities for the Audit of the Financial Statements

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143 (3)(i) of the companies Act, 2013, we are also responsible
for expressing our opinion on whether the company has adequate internal financial controls system in place and
the operating effectiveness of such controls at the end of the year .

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

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

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

• Assess the Materiality in financial statements.

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

b) 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 .

c) 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.

9. Report on Other Legal and Regulatory Requirements

• As required by the Companies (Auditor's Report) Order, 2020 (“the Order'), issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A”; a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

10. 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, the Statement of Changes in Equity, and the Cash Flow
Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (Ind-AS)
specified under Section 133 of the Act, read with the Companies (Indian Accounting standards ) Rules, 2015.

(e) In our opinion there is no observation or comment to be made by us on financial transactions or matters which
have any adverse effect on the functioning of the company.

(f) On the basis of the written representations received from the directors as on 31^stMarch, 2025 taken on record by
the Board of Directors, none of the directors is disqualified as on that date from being appointed as a director in
terms of Section 164(2) of the Act.

(g) In our opinion, we do not find any qualification , reservation or adverse remark to be made by us relating to the
maintenance of accounts and other matters connected therewith

(h) 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”.

(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) Rules, 2014, 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 litigations as at 31^st March 2025 in its financial position in its
financial statements -Refer Note 24 to the financial statements;

(b) The Company has made provision as required under the applicable law or accounting standards for material
foreseeable losses, if any, on long term contracts including derivative contracts.

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by
the Company.

(d) (i) Whether the management has represented that, to the best of its knowledge and belief, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of
funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Company ; or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

It has been so represented by the management that no such funds have been advanced, loaned or invested and no
such guarantee security or the like has been provided

(ii) Whether the management has represented that, to the best of its knowledge and belief, no funds have been
received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with
the understanding, whether recorded in writing or otherwise, that the company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

It has been so represented by the management that no such funds have been received and no such guarantee
security or the like has been provided

(iii) Based on such audit procedures as 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 (d) (i) and (d) (ii) contain any material mis-statement.

(e) No dividend is declared or paid during the year by the Company.

(f) Whether the company has used such accounting software for maintaining its books of account which has a
feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all
transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail
has been preserved by the company as per the statutory requirements for record retention.”

Based on our examination carried out in accordance with the Implementation Guidance on
Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules ,2014
(Revised 2024 Edition) issued by ICAI, which includes test checks, we report that the company has
used an accounting software for maintaining its books of account which has a feature of recording
audit trail. Further, during the course of our audit we did not come across any instance of audit trail
feature being tampered with. Our examination of the audit trail was in the context of an audit of
financial statements carried out in accordance with the Standard of Auditing and only to the extent
required by Rule 11(g) of the said rules. We have not carried out any audit or examination of the
audit trail beyond the matters required by the aforesaid Rule 11(g) nor have we carried out any
standalone audit or examination of the audit trail.”

g) With respect to the matters to be included in the Auditor's Report under Section 197(16) of the Act:

In our opinion and to the best of our information and 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 and is not in excess of the limit laid down under the said section.

For Padam Dinesh & Co.

Chartered Accountants
Firm Regn.No. : 009061N

Sd/-

CA. Rakesh Aggarwal

Partner

M. No.-084226

UDIN: 25084226BMIUPB1609

Place: New Delhi
Date: 27-05-2025