We have audited the accompanying statement of standalone financial results of PRABHAT TECHNOLOGIES
(INDIA) LIMITED formerly known as Prabhat Telecom (India) Limited which comprise the Balance Sheet as
at March 31, 2024, the Statement of Profit and Loss, Cash Flow Statement for the year 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 except for
the possible effects of the matter described in the "Basis for Qualified Opinion", the aforesaid 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
March 31, 2024, its loss, changes in equity and its cash flow for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit of the standalone financial statements 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 standalone financial statements under the provisions of the Companies Act, 2013 and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified opinion on the standalone financial statements.

We draw attention to the following matter:

1. Note No. 17.1 of the accompanying Standalone Financial Results, stating therein that the
Impairment of Assets/Liabilities has been worked out on the Basis of Valuation Report certified by
registered valuer. We have relied upon the valuations of assets and impairment workings as per the
Certificate provided to us by the RP pertaining to valuations of assets and its impairment as
Certificate of Valuation Certificate could not be provided to us as per the terms of Insolvency
regulation 35(2) and other relevant provisions of IBC, 2016. Also, calculation of Deferred Tax has
been done accordingly on the basis of aforesaid mentioned values.

2. Note No. 17.2 of the accompanying Standalone Financial Results which states that the Company has
recognized Non-Sustainable Debt pursuant to CIRP as part of Reserves on the basis of the decision
taken as part of COC resolution meeting approved by 98.15% COC Members through voip-age? 2

adjustment considered to be event after balance sheet date, as per the COC Committee and is
recognized in the financial results. However, such transactions are subject to NCLT approval and
should have been acknowledged on duly confirmation/acceptance from the NCLT court.

Key Audit Matters

Key audit matters are those matters that in our professional judgement 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 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 no matters to be reported as the key audit matters
to be communicated in our report.

Emphasis of Matter Paragraph

We draw attention to

a. The Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") admitted an insolvency and
bankruptcy petition filed by a financial creditor against Prabhat Technologies (India) Limited ("the
Company") and appointed Resolution Professional (RP) who has been vested with management of
affairs and powers of the Board of Directors with direction to initiate appropriate action
contemplated with extant provisions of the Insolvency and Bankruptcy Code, 2016 and other related
rules.

Our opinion is not modified in respect of above matters

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

The Company's Management is responsible for the preparation of the other information. The other
information comprises the information included in management analysis, company performance report but
does not include the standalone financial statements and our auditor's report thereon

Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the 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
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated

Management's Responsibilities for the Standalone Financial Results

The Management of the Company is 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 including other comprehensive income and changes in
equity (reserves) 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 judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Management of Company is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Management of Company either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Management of Company are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibility

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 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:

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 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 Companies Act, 2013,
we are also responsible for expressing our opinion on whether the company has adequate internal financial
controls system in place and the operating effectiveness of such controls.

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

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

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
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.

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. Page 2

We also provide those charged with governance with a statement that we have complied with relevan
ethical requirements regarding independence, and to communicate with them all relationships and othe
matters that may reasonably be thought to bear on our independence, and where applicable, relatei
safeguards.

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

C. The Balance Sheet, the Statement of Profit and Loss including other comprehensive income and
Statement of Changes in Equity (reserves)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
prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules2014.

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. 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

g. With respect to the matter to be included in the Auditor's Report under section 197(16), In our
opinion and according to the information and explanations given to us, the remuneration paid by
the Company to its directors during the current year is in accordance with the provisions of section
197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under
section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under
section 197(16) which are required to be commented upon by us.

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 does not have any pending litigation which would impact its
financial position

ii. The company did not have any long-term contracts including derivatives contracts for which

there were any material foreseeable losses. Page

iii. There has been no delay in transferring the amount, required to be transferred in accordance
with the relevant provisions of the Companies Act, 2013 and the rules made thereunder, to
the Investor Education and Protection Fund by the Company.

iv. (a) The management has represented that, to the best of it's knowledge and belief, other
than as disclosed in the notes to the accounts, 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

v. 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 it's knowledge and belief, other than as

disclosed in the notes to the accounts, 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, 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; and

(c) Based on such audit procedures that have been considered reasonable and appropriate in the

circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material mis-statement.

vi. No dividend have been declared or paid during the year by the company.

vii. Based on our examination 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 (deit
log) facility and the same has operated throughout the year for all relevant transaction
recorded in the software. Further, during the course of our audit, we did not come acress any
instance of audit trail feature being tampered with.

In our opinion, according to information, explanation given to us, the remuneration paid by the company to
its directors is within the limits laid prescribed under section 197 of the Act the rules thereunder.

For Harish Arora& Associates
Chartered Accountants

Sd/-

CA Harish Arora
M.No.407420
FRN 015226C

Date: 31.05.2024
Place: Mumbai

UDIN :24407420BKHARA6690