To

The Members of Nesco Limited

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements ofNesco Limited (‘the Company?) which comprise the Balance Sheet as aRs31 March2022 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flows for the year then ended andnotes to the standalone financial statements including a summary of significantaccounting policies and other explanatory information (herein after referred to as‘the standalone financial statements?).

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as aRs31 March 2022the profit and total comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditors Responsibilities for the Audit of theStandalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion on the standalonefinancial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the Standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Information Other than the Standalone Financial Statements andAuditor?s Report Thereon

The Company?s Board of Directors is responsible for thepreparation of the other information. The other information comprises the informationincluded in the Management Discussion and Analysis Board?s Report includingAnnexures to Board?s Report Corporate Governance Business Responsibility report andShareholder?s Information but does not include the standalone financial statementsconsolidated financial statements and our auditor?s report thereon. Our opinion onthe standalone financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated. If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management?s Responsibility for the Standalone FinancialStatements

The Company?s Board of Directors is responsible for the mattersstated in Section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards specified under Section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate implementation andmaintenance of accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management isresponsible for assessing the Company?s ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing theCompany?s financial reporting process.

Auditor?s Responsibility for the Audit of the StandaloneFinancials Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue 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 auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these financial statements.

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

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(I) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

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

• Conclude on the appropriateness of management?s use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company?s ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor?sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor?s report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (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 financialstatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in the internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor?s report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

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 in terms of Section 143(11) ofthe Act we give in "Annexure A " a statement on matters specified in paragraphs3 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) In our opinion proper books of account as required by law havebeen 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 OtherComprehensive Income Statement of Changes in Equity and the Statement of Cash Flow dealtwith by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone financial statementscomply with the Indian Accounting Standards specified under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014;

(e) On the basis of the written representations received from thedirectors as on 31 March 2022 taken on record by the Board of Directors none of thedirector is disqualified as on 31 March 2022 from being appointed as a director in termsof Section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate report in "Annexure B"; Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company?s internalfinancial controls over financial reporting

(g) With respect to the other matters to be included in theAuditor?s Report in accordance with the requirements of Section 197(16) of the Actas amended we report that in our opinion and to the best of our information and accordingto the explanations given to us the remuneration paid by the Company to its directorsduring the year is in accordance with the provisions of Section 197 of the Act.

(h) With respect to the other matters to be included in theAuditor?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 theexplanations given to us:

(i) The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer Note 35(1) and (2) tothe standalone financial statements;

(ii) The Company did not have any long term contracts includingderivative contracts for which there were any material foreseeable losses;

(iii) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

(iv) (a) The Management has represented that to the best of itsknowledge and belief as disclosed in the notes to accounts no funds have been advancedor loaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other person or entity including foreignentity ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall whether directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

(b) The Management has represented that to the best of its knowledgeand belief as disclosed in the notes to accounts no funds have been received by theCompany from any person or entity including foreign entity ("Funding Parties")with the understanding whether recorded in writing or otherwise that the Company shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee security or the like on behalf of theUltimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under Sub-clause (i) and (ii) of Rule 11(e) as providedunder (a) and (b) above contain any material misstatement.

(v) The dividend for the year 2020-21 declared and paid by the Companyduring the year is in accordance with Section 123 of the Act as applicable. The Board ofDirectors of the Company have proposed dividend for the year which is subject to theapproval of the members at the ensuing Annual General Meeting. The amount of dividendproposed is in accordance with Section 123 of the Act as applicable.

ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements? section of our report of even date)

(i) (a) i. The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant and equipmentand relevant details of right-of-use assets;

ii. The Company has maintained proper records showing full particularsof Intangible Assets.

(b) The Company has a program of verification to cover all items ofproperty plant and equipment in a phased manner which in our opinion is reasonablehaving regard to the size of the Company and the nature of its property plant andequipment. Pursuant to the programme a portion of the property plant and equipment havebeen physically verified by the management during the year and no material discrepancieshave been noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of all theimmovable properties (other than immovable properties where the Company is the lessee andthe lease agreements are duly executed in favour of the Company) disclosed in thestandalone financial statements included in Property Plant and Equipment and InvestmentProperty are held in the name of the Company as at balance sheet date.

(d) The company has not revalued its Property Plant and Equipment(including right of use assets) or intangible assets during the year.

(e) No proceedings have been initiated during the year or are pendingagainst the Company as aRs31March 2022 for holding any benami property under the BenamiTransactions (Prohibition) Act 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company the Management has conductedphysical verification of the inventories at reasonable intervals. No discrepancies of 10%or more in the aggregate for each class of inventory were noticed during suchverifications.

(b) According to the information and explanations given to us theCompany has been sanctioned working capital limits in excess of Rs. Five crores inaggregate at point of time during the year from bank on the basis of security of MutualFunds under lien. The company has utilised non fund based limit only and thus there was norequirement to submit the quarterly statement with the bank.

(iii) (a) The company has not provided any guarantee or security orgranted any loans or advances in the nature of loans secured or unsecured to Companiesfirms Limited Liability Partnerships or any other parties during the year and hence subclause iii (a) (c) (d) (e ) (f) under clause (iii) of the Order is not applicable.

(b) The investments made during the year are prima facie notprejudicial to the interest of the Company.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Section 185 and 186 CompaniesAct 2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

(v) According to the information and explanations given to us theCompany has not accepted any deposits from the public as per the provisions of Section 7374 75 and 76 or any other relevant provisions of the Act and the Rules framed there underto the extent notified.

(vi) We are informed that maintenance of cost records prescribed by theCentral Government of India under Section 148(1) of the Act is not applicable in respectof Company?s business.

(vii) (a) According to the information and explanations given to us andbased on the records of the Company examined by us in our opinion the Company isgenerally regular in depositing the undisputed statutory dues including Provident FundEmployees? State Insurance Income-tax Excise Duty Custom Duty Goods and ServiceTax Cess and other material statutory dues as applicable with the appropriateauthorities.

(b) According to the information and explanations given to us and basedon the records of the Company examined by us in our opinion no undisputed amountspayable in respect of Provident Fund Employees? State Insurance Income-tax ExciseDuty Custom Duty Goods and Service Tax Cess and other material statutory dues asapplicable were in arrears as aRs31 March 2022 for a period of more than six months fromthe date they became payable.

(c) According to the information and explanations given to us and basedon the records of the Company examined by us the particulars of dues of Income TaxService Tax Sales Tax Excise Duty Custom Duty Value Added Tax Goods and Service TaxCess and other statutory dues as aRs31 March 2022 which have not been deposited onaccounts of any disputes are as follows:

(viii) There were no transactions relating to previously unrecordedincome that have been surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961 (43 of 1961).

(ix) (a) According to the records of the Company examined by us and theinformation and explanations given to us the Company does not have any loans orborrowings from any financial institution bank and Government as at the balance sheetdate and hence reporting under clause (ix) (a) of the order is not applicable.

(b) The Company has not been declared wilful defaulter by any bank orfinancial institution or other lender.

(c) The Company has not taken any term loan during the year and thereare no unutilized term loans at the beginning of the year and hence reporting underclause (ix) ( c) of the order is not applicable.

(d) On an overall examination of the financial statements of theCompany there were no funds raised on short-term basis during the year and hencereporting under clause (ix) (d) of the order is not applicable.

(e) The Company has not taken any funds from any entity or person onaccount of or to meet the obligations of its subsidiaries during the year and hence thereporting requirements of clause (ix) (e) of the Order is not applicable.

(f) The Company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries and hence the reporting requirements of clause (ix)(f) of the Order is not applicable.

(x) (a) In our opinion and according to the information andexplanations given to us the Company did not raise any money by way of initial publicoffer or further public offer (including debt instruments) during the year.

(b) According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year.

(xi) (a) To the best of our knowledge no material fraud on or by theCompany has been noticed or reported during the year nor have we been informed of any suchcase by the Management.

(b) No report under Sub-section (12) of Section 143 of the CompaniesAct has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules 2014 with the Central Government during the year and up to the date ofthis report

(c) As represented by the management there are no whistle blowercomplaints received by the company during the year.

(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Accordingly reporting as per clause(xii) of the Order is not required.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company transactions with related partiesare in compliance with Sections 177 and 188 of the Act where applicable and details ofsuch transactions have been disclosed in the standalone financial statements as requiredby the applicable Indian Accounting Standards.

(xiv) (a) In our opinion the Company has an internal audit systemcommensurate with the size and nature of its business.

(b) We have considered the internal audit reports for the year underaudit issued to the Company in determining nature timing and extent of our auditprocedure.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intoany non-cash transactions with its directors or persons connected with them. Accordinglyreporting as per clause (xv) of the Order is not required.

(xvi) (a) In our opinion the company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934 hence reporting requirement ofclause (xvi) (a) (b) (c) and (d) of the Order are not applicable to the Company.

(xvii) The Company has not incurred cash losses in the financial yearand in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of theCompany during the year.

(xix) On the basis of the financial ratios ageing and expected datesof realization of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionsnothing has come to our attention which causes us to believe that any materialuncertainty exists as on the date of the audit report indicating that Company is notcapable of meeting its liabilities existing at the date of balance sheet as and when theyfall due within a period of one year from the balance sheet date. We however state thatthis is not an assurance as to the future viability of the Company. We further state thatour reporting is based on the facts up to the date of the audit report and we neither giveany guarantee nor any assurance that all liabilities falling due within a period of oneyear from the balance sheet date will get discharged by the Company as and when they falldue.

(xx) (a) There are no unspent amounts towards Corporate SocialResponsibility (CSR) requiring a transfer to a Fund specified in Schedule VII to theCompanies Act in compliance with second proviso to Sub-section (5) of Section 135 of thesaid Act.

(b) During the year the Company has transferred unspent amounts towardsCorporate Social Responsibility (CSR) ongoing project to special account in compliancewith provision of Sub- section (6) of Section 135 of the said Act.

ANNEXURE - B TO THE INDEPENDENT AUDITOR?S REPORT

The Annexure referred to in paragraph 2(f) under "Report on OtherLegal and Regulatory Requirements" section of our report of even date

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Nesco Limited ("the Company") as of 31 March 2022 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

Management?s Responsibility for Internal Financial Controls

The Company?s management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India(‘ICAI?). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany?s policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor?s Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by ICAI (the "Guidance Note") and the Standards on Auditingprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor?s judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company?s internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as aRs31 March 2022 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.