We have audited the accompanying standalone financial statements of
South Asian Enterprises Limited (the “Company”), which comprise the
Balance Sheet as at March 31, 2024, the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes in
Equity and the Statement of Cash Flows for the year ended on that date and a
summary of significant accounting policies and other explanatory information
(hereinafter referred to as the “standalone financial statements”).

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 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 and its
loss, total comprehensive loss, changes in equity and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance
with the Standards on Auditing (“SA”s) specified under section 143(10) of
the Act. Our responsibilities under those Standards are further described
in the Auditor’s Responsibilities 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 ICAI’s Code of Ethics. We believe that the audit evidence obtained by us
is sufficient and appropriate to provide a basis for our audit opinion on the
standalone financial statements.

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 nothing to report under this paragraph.

Information Other than the Financial Statements and Auditor’s Report
Thereon

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 Report, Corporate Governance and
Shareholder’s Information, but does not include the consolidated financial
statements, 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 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 Responsibilities for the Standalone 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 financial position,
financial performance, including other comprehensive income, changes
in equity and cash flows of the Company in accordance 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. 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 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 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.

The Board of Directors is also responsible for overseeing the Company’s
financial reporting process.

Auditor’s Responsibilities 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
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 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 control 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 with reference to financial statements 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.
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 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.

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 Act, we give in the “Annexure 1” a
statement on the matters specified in paragraphs 3 and 4 of the Order.

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 including
the Statement of Other Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity 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 Companies (Indian Accounting Standards)
Rules, 2015, as amended;

e) On the basis of the written representations received from the
directors as on March 31, 2024 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,2024
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
with reference to these financial statements and the operating
effectiveness of such controls, refer to our separate Report in
“Annexure 2” to this report. 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 of 197(16)
of the Act, as amended;

In our opinion and best of our information and according to the
explanations given to us, the remuneration paid by the Company
to its directors for the year ended March 31,2024 is in accordance
with the provisions of section 197 read with Schedule V to the Act;

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, 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 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.

iii. There were no amounts which were 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, 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 entities (“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 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

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 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. No dividend has been declared or paid during the year by the
Company.

vi. 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 (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 audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is
applicable from April 1,2023, reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention is not applicable for the financial
year ended March 31, 2024, and will be applicable from second year
onwards.

For Agiwal & Associates

Chartered Accountants

ICAI Firm Registration Number: 000181N

CA P.C. Agiwal

Partner

Membership Number: 080475
UDIN: 24080475BKFKZU1006

Place: Delhi
Date: 24.05.2024