We have audited the accompanying standalone financial
statements of Tamilnadu Telecommunications Limited, (the
“Company”) which comprise the Balance Sheet as at March
31, 2025, the Statement of Profit and Loss (including the
Statement of Other Comprehensive Income) for the year then
ended, the Cash Flow Statement for the year then ended,
the Statement of Changes in Equity for the year then ended,
and 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, because of the significance of
the matter discussed in the Basis for Adverse Opinion section
of our report, the aforesaid standalone financial statements
do not give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the
Act, read with 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 31 March 2025, the Loss and total
comprehensive loss, its cash flows and the changes in equity
for the year ended on that date.

Basis for Adverse Opinion

1) We draw attention to Note 1(II)(a) Significant
Accounting Policies & 31 which describes that the
Company's financial statements have been prepared
using the going concern assumption of accounting.
However, the Company's accumulated losses of
Rs.2,35,78,744 hundreds (including other
Comprehensive Income) (Previous year Rs. 2,20,02,137
hundreds) has eroded the Net Worth of the Company,
indicating the existence of material uncertainty that
cast doubt about the Company's ability to continue as
a Going Concern. The Company has not operated its
factory since 2017, and no sales effected for more than
five years. Further, as represented by the company,
the machinery would involve major overhauling cost to
resume operations, and the company is also unable to
obtain support for supply of major raw material required
for manufacture from its supplier. Also, the company
has not bagged any new orders to substantiate the
going concern assumption. Though the company had
received a bid for granting of lease of the manufacturing
facilities and factory premises, and issued Letter of
Award to the lessee, the lessee had not taken over the
premises and the lease income has not generated yet.

Hence, considering the cumulative effect of the factors
detailed above, we conclude that the Going Concern
assumption of the management in preparation of
financial statements is not appropriate.

2) In the view of the significant losses, which have been
incurred by the company during the previous financial
years, the carrying amount of fixed assets needs to be
tested for impairment. The management has not done
impairment testing and in absence of any information
we are unable to comment as to whether any provision
for impairment is required or not.

3) The following financial liability / assets referred to in the
respective note of standalone financial statements, has
been stated at historical cost only, irrespective of the fair
value of the same, which is departure from requirement
of Ind AS 113 (Fair Value Measurement) and Ind AS 109
(Financial Instruments).

a. Amounts due to M/s. Fujikura Limited amounting

to Rs.2,10,061 hundreds (Previous Year

Rs.2,07,991) (In hundreds) (Note No 16)

b. Trade Receivables (considered good) amounting

to Rs.4,67,708 hundreds (Previous Year

Rs.4,67,200) (In hundreds) (Note No 5)

c. Unsecured Trade payables amounting

to Rs.3,67,050 hundreds (Previous Year

Rs.3,60,457) (In hundreds) (Note No 15)

d. Short Term and Long-Term Borrowings due
to Telecommunications Consultants India Ltd
(Parent Company) of Rs.33,90,692 hundreds
(Previous Year Rs.32,51,640 hundreds) (Note No
12 & 14)

Emphasis of Matter

1) We draw attention to Note No. 48 of the other

explanatory notes to the financial statements which
states the reason for non-recognition of amounts due
to the holding Company viz., Telecommunications
Consultants India Limited amounting to Rs. 1,70,22,370
hundreds (Previous Year - Rs. 1,57,85,738 hundreds) at
Fair Value in accordance with Ind AS 109. Our opinion is
not modified in respect of this matter.

2) Attention is invited to Note Nos. 5, 7, 9, 15, 16 & 17 of
the notes to financial statements, where the balances
carried in the Trade receivables, Other Financial
Assets, Other Current assets, Trade payables, Other
Financial liabilities, and Other Current Liabilities are
subject to confirmation from all parties (other than
Telecommunications Consultants India Limited) as
stated in Note No. 29. Our opinion is not modified in
respect of this matter.

3) Attention is invited to Note No. 45 of the other
explanatory notes to the financial statements which
states that the Company has not received information
from vendors regarding their status under the Micro,
Small and Medium Enterprises Development Act, 2006.
Our opinion is not modified in respect of this matter.

Key Audit Matters

Key Audit Matters are those matters that, in our professional
judgement, were of most significance in our audit of financial
statements of the current period. Those 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. Except for the
matters described in the Basis for Adverse opinion section, we
have determined that there are no other key audit matters to
communicate in our report.

Other Information

The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Management Discussion and Analysis,
Board's Report including Annexures to Board's Report,
Business Responsibility and Sustainability Report, Corporate
Governance and Shareholder's Information 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 in the audit or otherwise appears to
be materially misstated.

The Annual Report is not made available to us at the date of
this auditor's report. We have nothing to report in this regard.

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

The Company's Board of Directors is 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 state of affairs (financial position), profit
or loss (financial performance including other comprehensive
income), cash flows and changes in equity 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. 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 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.

In preparing the financial statements, Management is
responsible for assessing the Company's ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless Management 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 financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Standards of
Auditing will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.

As part of an audit in accordance with Standards of Auditing,
we exercise professional judgement 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.

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

• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's
report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our 48
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. However,
future events or conditions may cause the Company to
cease to continue as a going concern.

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

Materiality is the magnitude of misstatement in the financial
Statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user 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 misstatement in the 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 safe guards.

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

Other Matter

The financial statements of the Company for the year ended
March 31, 2024, included in these financial statements,
have been audited by the V. Narayanan & Co. Chartered

Accountants who expressed an adverse opinion on those
statements vide their report dated May 21,2024. Our opinion
is not modified in respect of this matter.

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
of India in terms of sub-section (11) of section 143 of
the Companies Act, 2013, 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 matters
specified in the emphasis of matters paragraph.

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 except for the matters specified in the
basis of adverse opinion paragraph, emphasis of
matters paragraph.

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

d) In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified
under Section 133 of the Act, read with Rule 7
of the Companies (Accounts) Rules, 2014, except
for the matters specified in the basis of adverse
opinion paragraph and emphasis of matters
paragraph.

e) Our observations in “The Basis for Adverse”
Paragraph here-in-above regarding the
assumption of Going Concern, in our Opinion,
may have adverse effect on the functioning of the
Company.

f) On the basis of the written representations
received from the company that the directors as
on March 31,2025 taken on record by the Board
of Directors, none of the directors is disqualified
as on March 31,2025 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” which expressed a adverse opinion.

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

i) The Company has disclosed the impact of
pending litigation on its financial position
in its financial statements - Refer Note
No. 30, 38, 39, 42 & 44 to the financial
statements;

ii) The Company has made provision, as
required under the applicable law or
Indian accounting standards, for material
foreseeable losses, if any, on long-term
contracts.

iii) According to the information and
explanations given to us and based on our
examination of the records, there were no
amounts required to be transferred to the
Investor Education and Protection Fund by
the Company.

iv) (a) The management has represented

that, to the best of its knowledge
and belief, as disclosed in the
Note No.51.16(a) to the financial
statement, 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 persons or entities, 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 on behalf of the
Ultimate Beneficiaries.

(b) The management has represented,
that, to the best of it's knowledge
and belief, as disclosed in the
Note No.51.16(b) to the financial
statement, no funds have been
received by the Company from
any persons or entities, 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

For Sundaram and Srinivasan
Chartered Accountants
FRN: 004207S

-Sd/-

UDIN : 25217914BMKYNA7240 P Menakshi Sundaram
Date : May 28, 2025 Partner

Place : Chennai MRN: 217914