We have audited the accompanying standalone financial statements of STEL Holdings
Limited ('the Company'), which comprise the balance sheet as at March 31, 2026, and the
statement of Profit and Loss (including other comprehensive income), 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 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, 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 accounting principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2026, its profit and other comprehensive loss, changes in
equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing ('SAs') specified under
sub-section 10 of section 143 of the Act. 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 Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 matters described below to be the key audit matters
to be communicated in our report.

Information other than the standalone financial statements and auditor's report
thereon

The Company's Board of Directors are responsible for the other information. The other
information comprises the information included in the Director's report, Management
Discussion & Analysis and Business Responsibility Report, if any, 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.

Responsibilities of management and those charged with governance for the
standalone financial statements

The Company's Board of Directors is responsible for the matters stated in sub-section 5
of section 134 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,
total comprehensive loss, changes in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act, read with relevant rules issued
there under. 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 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, the 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 responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

a) 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.

b) 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.

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

d) Conclude on the appropriateness of management's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's report to the related disclosures in
the 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.

e) 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.

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 describe these matters in our
auditor's report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

A. 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 Act,
we give in the Annexure A statement on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.

B. As required by Section 143(3) of the Act, we report that:

1. 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.

2. 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 except for
the matters stated in the paragraph C below on the reporting under Rule 11(g) of
Companies (Audit and Auditors) Rules, 2014.

3. The balance sheet, the statement of profit and loss including other comprehensive
loss, statement of changes in equity and the statement of cash flows dealt with by
this Report are in agreement with the books of account;

4. In our opinion, the aforesaid standalone financial statements comply with the
Indian Accounting Standards prescribed under Section 133 of the Act.

5. On the basis of the written representations received from the directors as on March
31, 2026 taken on record by the Board of Directors, none of the directors are
disqualified as on March 31, 2026 from being appointed as a director in terms of
Section 164 (2) of the Act.

6. The modification relating to the maintenance of accounts and other matters
connected therewith are as stated in the paragraph 2(b) above on the reporting
under Sec. 143(3)(b) of the Act and paragraph 3 below on reporting under Rule
11(g) of Companies (Audit and Auditors) Rules, 2014.

7. 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'. Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the Company's internal financial
controls over financial reporting.

8. 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 read with Schedule V to the Act.

9. With respect to other matters to be included in the Auditors' Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in
our opinion and to the best of our information and according to the explanations
given to us:

i. The Company does not have any pending litigations which would impact its
financial position;

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

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

iv. 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 its 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 shall, whether,
directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

iii. Based on such audit procedures performed 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) contain any material misstatement.

v. The Company has not declared any dividend during the year.

C. 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 the Institute of Chartered Accountants
of India, 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 the software.
Further, during the course of our audit we did not come across any instance of the audit
trail feature being tampered with.

However, since the audit trail (edit log) facility was implemented only from May 3, 2024
onwards, such facility was not available prior to that date.

For G. Joseph & Associates

Chartered Accountants
Firm Registration No. 006310S

George S Nettady

Partner

Membership number: 271968
UDIN: 26271968ATMBQI7921
Cochin

May 27, 2026