We have audited the accompanying financial statements of M/s. Cella Space Limited
Kochi, (CIN: L93000KL1991PLC006207) ("the company”) which comprises of: -

a. The Balance Sheet as at 31^st March, 2024

b. The Statement of Profit and Loss (Including other comprehensive income) for the year
ended 31^st March 2024

c. Statement of Changes in Equity for the year ended 31^st March 2024

d. Cash Flow Statement for the year ended 31^st March 2024, and

e. A Summary of significant accounting policies and other explanatory information.

f. 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(‘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, (‘the 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 profit, total comprehensive income, the changes in equity and its cash
flows for the year ended 31^st March 2024

Basis for 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 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 (“ICAI”) together with the ethical
requirements that are relevant to our audit of the Standalone Financial statements for the
year ended March 31, 2024 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 ICAI’s Code of Ethics. We believe that the audit evidence we
have obtained 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 judgement, 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 Financial Statements and Auditor’s Report Thereon

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, but does not include the standalone financial statements and
our auditors’ 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. 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 Responsibility for the Standalone Financial Statements

The Company's Management and Board of Directors are 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, profit / loss
(including other comprehensive income), changes in equity and cash flows of the
Company in accordance with the accounting principles generally accepted in India
and 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 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 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 management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

The Board of Directors are 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 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 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 respect to the standalone 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 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.

• Evaluate the overall presentation, structure and content of the 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 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 a statement on the matters specified in paragraphs 3 and 4 of the Order

to the extent applicable attached as Annexure A.

2. (A) 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 purpose of our audit;

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

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss
(including other comprehensive income), the Standalone Statement of changes
in equity and the standalone statement of Cash Flow 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.

e) On the basis of written representations received from the directors and taken on
record by the Board of Directors, none of the directors are disqualified as on
March 31, 2024 from being appointed as a director in terms of sub-section (2)
of section 164 of the Companies Act, 2013.

f) With respect to the adequacy of the internal financial controls with reference
to standalone financial statements 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 with reference to Standalone Financial Statements.

g) With respect to the matter to be included in the Auditors’ Report under section
197(16) of the Act, 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 Ministry of Corporate Affairs has not prescribed other
details under section 197(16) of the Act which are required to be commented
upon by us.

h) With respect to other matters to be included in the Auditors Report in accordance
with Rule 11 of 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, if any as at 31^st
March 2024 on its financial position in its financial statements.

(b) The Company does not have any long-term contracts including derivative
contracts and hence no provision on account of material foreseeable losses
is required.

(c) According to the information and explanations given to us and on the basis
of our examination of the records of the company, the shares in respect of
which dividend for financial year 2012-13 & 2013-14 was not paid or claimed
for seven consecutive years or more are pending to be transferred in the
name of Investor Education and Protection Fund.

(d) Omitted w.e.f 1^st April 2021.

(e) (i) 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,
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 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

(iii) Based on such audit procedures that the auditor has considered
reasonable and appropriate in the circumstances, nothing has come to
their notice that has caused them to believe that the representations
under sub-clause (i) arid (ii) contain any material mis-statement.

(f) No dividend was declared or paid during the year which required
compliance with section 123 of the Companies Act, 2013.

(g) Based on our examination, which included test checks, the company has
used accounting software for maintaining its books of accounts for the
financial year ended 31^st march 2024, which does not have a feature of
recording audit trail (edit log) facility.

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.

For KPR & Co

Chartered Accountants
FRN: 05326S
Sd/-

Kochi-11 Deepa Praveen, FCA

Date: 22/05/2024 Partner (M. No232410)

UDIN: 24232410BKAPQZ8035