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AUDITOR'S REPORT

Telogica Ltd.

You can view full text of the latest Auditor's Report for the company.
Market Cap. (₹) 30.97 Cr. P/BV 2.25 Book Value (₹) 4.07
52 Week High/Low (₹) 16/8 FV/ML 5/1 P/E(X) 18.23
Bookclosure 30/09/2024 EPS (₹) 0.50 Div Yield (%) 0.00
Year End :2025-03 

We have audited the accompanying Ind AS financial statements of M/s. Telogica Limited (Formerly Known as
Aishwarya Technologies and Telecom Limited) (“the Company”), which comprise the Balance Sheet as at 31st
March, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash
Flows and the Statement of Changes in Equity for the year then ended, and a summary of the 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, the aforesaid Ind
AS 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 31st
March, 2025, and it's profit and total comprehensive income, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS 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 Ind AS 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 Independence requirements that are relevant to our audit
of the Ind AS 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 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 Ind AS 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 IND AS financial statements of the current period.

We have determined the matters described below to be the Key Audit Matters to be included in our Audit
procedures.

Key audit matters

How the matter was addressed in our audit report

a) During the year, the Company
issued Share Warrants and
converted 98,79,090 equity
shares, resulting in a significant
change to its share capital

Our audit procedures included, but were not limited to:

• Reviewed the share issuance and conversion documentation
to ensure compliance with the Companies Act and other
applicable laws.

• Verified the authorization process for the issuance of Share
Warrants and conversion of shares by reviewing board
resolutions and shareholder approvals.

• Testing the mathematical accuracy of the calculations related
to the conversion, including verifying the issuance of Share
Warrants against the proceeds received.

• Assessed the disclosures in the financial statements to ensure
they are in line with the applicable disclosure requirements
under IND AS 1

Emphasis of Matter:

1. The company is irregular in payment of statutory dues of PF, ESI, TDS, GST, PT etc., the total outstanding
statutory dues as on 31st March 2025 of Rs 145.29 Lakhs and includes previous statutory dues of
Rs.118.44 Lakhs.

Our Opinion is not modified in respect of the above Emphasis of Matter.

Information other than the Financial Statements and the Auditor’s Report thereon

The Company's Board of Directors is responsible for the preparation of 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 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 financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated. If we conclude that there is a material misstatement therein, we are required
to communicate the fact. We have nothing to report in this regard.

Management’s Responsibility for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,
2013 (“the Act”) with respect to the preparation of these Ind AS 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 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 Ind AS financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS 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 are also responsible for overseeing the company's financial reporting process.

Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS 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 Ind AS 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 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 Ind AS 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 Ind AS financial statements, including the
disclosures, and whether the Ind AS financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

• Materiality is the magnitude of misstatements 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 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.

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.

From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the Ind AS financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor's report if any 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.

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 sub-section (11) of Section 143 of the Act, we give in “Annexure A” 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:

I. 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.

II. 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.

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

IV. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards prescribed
under section 133 of the Act.

V. On the basis of the written representations received from the directors as on 31st March, 2025 taken on
record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being
appointed as a director in terms of Section 164(2) of the Act.

VI. 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 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.

VII. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act, as
amended:

In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

VIII. 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 has disclosed the pending litigations in its notes to accounts in the financial statements of the
company.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.

iii. 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, 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 to or on behalf
of the Ultimate Beneficiaries.

b. The management has represented, that, to the best of its knowledge and belief, 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 persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the
Ultimate Beneficiaries;

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
(a) and (b) above contain any material mis-statement.

v. The Company has not declared any dividend during the year.

vi. Based on our examination, which included test checks, the Company has used accounting softwares for
maintaining its books of account for the financial year ended March 31, 2025 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 softwares. Further, during the course of our audit we did not come across any
instance of the audit trail feature being tampered with and the audit trail has been preserved by the
company as per the statutory requirements for record retention.

For P. Murali& Co,

Chartered Accountants,

Firm Registration No: 007257S.

Sd/-

A. Krishna Rao

Partner

M.No:020085

UDIN: 25020085BMILGL4194

Place: Hyderabad

Date: 23-05-2025

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