INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of GEE Limited

Report on the Indian Accounting Standard ("Ind AS") Financial Statements for the year ended 31st March, 2023

OPINION

We have audited the financial statements of GEE Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2023,and the Statement of
Profit and Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows and notes to the financial
statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the financial
statements').

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 giveatrueand fair view in conformity with the Indian Accounting Standard
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) 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 31,2023, the profit and total comprehensive income, changes in
equity and its cash flows for theyear ended on that date.

BASIS F0R0PINI0N

We conducted our audit of the financial statement 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 thefinancial 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
thattheaudit evidence we haveobtained is sufficientand appropriate to providea basis for ouropinion on thefinancial statements

EMPHASISOFMATTER

We draw your attention to Note No. 53.12 of the financial statement which states that the balance in trade receivables, trade payable, other receivables,
Loans & advances & deposits are subject to confirmation and reconciliation.The management, however does not expea any material changes on account
ofconfirmation/reconciliation.

Ouropinion is not modified in respeaofthis matter.

KEYAUDITMATTERS

Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the
current period.These matters were addressed in thecontextofouraudit of thefinancial statements asa whole,and in forming our opinion thereon,andwe
do not provide a separate opinion on these matters.

Information Other than the Financial Statementsand 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 thefinancial statements and our auditors' 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 ofthefinancial 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. 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.

Responsibility of Management and those charged with governance for the Financial Statement

The Company's Board of Directors is responsiblefor the matters stated in section 134(5) of theCompaniesAct,2013 with respect to the preparation of
these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in
equity and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act. This responsibility also includes responsible the maintenance of the 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 oftheaccounting records,relevantto the preparation and presentation of thefinancial statementthatgivea true and fair view and are
free from material misstatement,whetherdue to fraud or error.

in preparing the 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
Group ortoceaseoperations,or has no realistic alternative but to do so.

The Board of Directors is responsiblefor overseeing theCompany'sfinancial reporting process.

Auditor’s Responsibilities forthe Audit oftheFinanrial 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 basisofthese financial statements

As part of an audit inaccordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.We also:

• Identify and assess the risks of material misstatement ofthefinancial 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^ the override of internal control.

Ý 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 placeand the operating effectivenessofsuch controls.

Ý 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,
whethera material uncertainty exists related to events or conditions that may castsignificant doubton the Company's ability to continue asa 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 ourauditors'report.However,future events or conditions may cause the Company to cease to continueasa going concern.

Ý Evaluate theoverail presentation,structureand content of the financial statements,including thedisdosures,and whether the financial statements
represent the underlying transactionsand events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding,among other matters, the planned scope and timing of the audit and significant
auditfindings, including any significant deficiencies in internal control that we identify during ouraudit.

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 whereapplicable,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 financial statements of the current period and are therefore the key audit matters.We describe these matters in ourauditors' report 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 theadverse 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 Section 143(3) oftheAct,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 ouraudit.

(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), the Statement of Changes in Equity and the
Statement of Cash Flows dealt with by this Report are in agreementwith the booksofaccount.

(d) In our opinion,the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On thebasisofthe written representations received from thedirectorsas on 31 March 2023 taken on record by the Board of Directors,noneof the
directors is disqualified as on 31 March 2023 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 financial statements of the Company and the operating
effectiveness of such controls,refer to our separate Report in"Annexure A"

(g) 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 opinionand to the best of ourinformationand according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position of the financial statements.

ii. The Company has made provisions required under the applicable law or accounting standards, for material foreseeable losses, if any, on
long-term contracts including derivative contracts.

iii. Therehasbeennodelayintransferringamounts,requiredtobetransferred,tothelnvestorEducationand Protection Fund.

iv.

a) 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,securityorthe like from or on
behalf of the Ultimate Beneficiaries;and

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;and

c) Based on such audit procedures as 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)(a) and (i)(b) contain any material misstatement.

v. TheCompany has not paid or declared any dividend during theyear.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which
has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f, April 01,2023, and accordingly, reporting under
Rule 11(g) of Companies (Auditand Auditors) Rules,2014is notapplicableforthefinancialyearended March 31,2023.

2. With respecttothematterto be included in the Auditor's Report underSection197(16)ofthe 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 Sectionl 97 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) of the Act which are required to be commented upon by us,

3. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of subsection
(11) of section 143 of the Act, we give in the Annexure B, a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent
applicable.

For R Dokania & Co.

Chartered Accountants
FRN:-322739E

SandeepAgarwal

Partner

Memb. No: 064912

Place: Kolkata

Date: 25 November, 2023

UDIN: 23064912BGWEV04715