ఆడిటర్ నివేదిక OCCL Ltd.

Mar 31, 2026

We have audited the accompanying financial statements of OCCL
Limited ("the Company"), which comprise the Balance sheet as
at March 31, 2026, 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 then ended,
and notes to the financial statements, including a summary of
material 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 give a true and fair view in
conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31,2026,
its profit including other comprehensive income, the changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance
with the Standards on Auditing (SAs), as 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 financial statements 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 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 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 financial
statements for the financial year ended March 31, 2026. These
matters were addressed in the context of our audit of the 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.

Key audit matters

How our audit addressed the key audit matters

Inventories

Refer Notes 7 to the financial statements.

As at March 31, 2026, the total carrying amount of inventories
was H9,443.57 Lakhs. The assessment of impairment of inventories
involves significant estimation uncertainty, subjective assumptions
and the application of significant judgement.

Reviews are made periodically by management on inventories
for obsolescence and decline in net realizable value below cost.
Allowances are recorded against the inventories for any such
declines based on historical obsolescence and slow-moving
history. Key factors considered include the nature of the inventory,
its ageing, shelf life and turnover rate. Accordingly, due to
complexity/ judgement involved in inventory valuation, inventory
valuation was determined to be a key audit matter in our audit of
the financial statements.

We have analyzed the ageing of the inventories, reviewed the
historical trend on whether there were significant inventories
written off or reversal of the allowances for inventories
obsolescence. We conducted a detailed discussion with the key
management and considered their views on the adequacy of
allowances for inventories obsolescence considering the current
economic environment. We have also verified the subsequent
selling prices in the ordinary course of business and compared
against the carrying amounts of the inventories on a sampling
basis at the reporting date.

We found management''s assessment of the allowance for inventory
obsolescence to be reasonable based on available evidence.

Other Information

The Company''s Board of Directors are responsible for the other
information. The other information comprises the information
included in the Directors'' Report, Management Discussion &
Analysis and Report on Corporate Governance, but does not
include the financial statements and our auditor''s reports 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 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.

Responsibilities of Management for the 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 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 accounting principles generally
accepted in India, including 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 the
assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate
accounting policies; making judgements 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 financial statements that give a true and fair
view and are free from material misstatement, whether due 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 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
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
judgement and maintain professional skepticism throughout the
audit. We also:

¦ Identify and assess the risks of material misstatement of the
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 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 financial statements of the current
period and are therefore the key audit matters. We describe these
matters in our auditor''s 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 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 of India in
terms of sub-section (11) of section 143 of the Act, we give
in the "Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order.

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
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 except for the matters stated in paragraph
2B(f) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014;

(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 and dealt with by this Report are in
agreement with the books of account;

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

(e) On the basis of the written representations
received from the directors as on March 31, 2026
taken on record by the Board of Directors, none of
the directors is disqualified as on March 31, 2026
from being appointed as a director in terms of
Section 164 (2) of the Act;

(f) The modifications relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph 2A(b) above on
reporting under Section 143(3)(b) of the Act and
paragraph 2B(f) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014;

(g) With respect to the adequacy of the internal
financial controls with reference to these financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure B" to this report;

B. 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:

a. The Company has disclosed the impact of
pending litigations on its financial position in
its financial statements - Refer Note 29.1 to the
financial statements;

b. The Company did not have any material
foreseeable losses in long-term contracts including
derivative contracts;

c. There were no amount which were required to
be transferred to the Investor Education and
Protection Fund by the Company;

d. (i) The management has represented that, to the

best of it''s knowledge and belief, as disclosed
in the Note 42 (a) to the financial statements,
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 Intermediaries 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 it''s knowledge and belief, as
disclosed in the Note 42 (a) to the financial
statements, 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, 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;

(iii) Based on such audit procedures, we have
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 d(i) and d(ii)
contain any material misstatement;

e. As stated in Note 39 to the financial statements

i. The dividend proposed in the previous year,
declared and paid by the Company during the
year is in accordance with Section 123 of the
Act, as applicable.

ii. The Company has declared and paid
interim dividend during the year which is
in accordance with section 123 of the Act,
as applicable.

iii. The Board of Directors of the Company have
proposed dividend for the year which is
subject to the approval of the members at the
ensuing Annual General Meeting. The amount
of dividend proposed is in accordance with
Section 123 of the Act, as applicable.

f. Based on our examination, which included test
checks, the Company has used accounting
software (SAP) for maintaining books of accounts
for the year ended March 31,2026 which has feature
of recording audit trail (edit log) facility and has
been operated throughout the year for all relevant
transactions recorded in the software, except that
the feature of recording audit trail (edit log) facility
was not enabled at the database level, to log any
direct data changes for the accounting software
used for maintaining the books of account.

Further, for the periods where audit trail (edit log)
facility was enabled and operated throughout
the year for the accounting software, we did not
come across any instance of the audit trail feature
being tampered with. Additionally, the audit trail
has been preserved by the company as per the
statutory requirements for record retention.

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

In our opinion and according to the information and
explanations given to us, the managerial remuneration
paid/ provided by the Company for the year ended
March 31, 2026 is in accordance with the provisions of
section 197 read with Schedule V to the Act;

For Singhi & Co.

Chartered Accountants
Firm Reg. No. 302049E

Bimal Kumar Sipani

Partner

Place: Noida (Delhi - NCR) Membership No. 088926

Date: May 21,2026 UDIN : 26088926HZJVIC2762

Mar 31, 2025

OCCL Limited

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of OCCL Limited ("the Company"), which comprise the Balance sheet as at March 31 2025, 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 then ended, and notes to the financial statements, including a summary of material 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 give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs), as 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 financial statements 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 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 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 financial statements for the financial year ended March 31, 2025. These matters were addressed in the context of our audit of the 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.

Key audit matters

How our audit addressed the key audit matters

A. Accounting for demerger of Chemical business into Com

Refer Note 39 to the financial statements.

The Hon''ble National Company Law Tribunal (NCLT), Ahmedabad Bench, and the National Company Law Appellate Tribunal (NCLAT), New Delhi, through their orders dated April 10, 2024, and May 27, 2024, respectively, approved the Scheme of Arrangement ("the Scheme") under Sections 230-232 of the Companies Act, 2013, between Oriental Carbon & Chemicals Limited ("Demerged Company"), the Company, and their respective shareholders and creditors. As per the Scheme, the Chemical business of the Demerged Company was transferred to the Company on a going concern basis. This Scheme has been accounted for based on the appointed date, as defined in the Scheme (i.e., July 1, 2024 being the date of filing the certified copy of the Scheme with the Registrar of Companies), which serves as the acquisition date

pany

Our audit procedures included following:

Read and assessed the final Scheme and the final order passed by the NCLT and NCLAT and submitted with the ROC.

Obtained an understanding and assessed the effectiveness of process followed by the management for recording the accounting treatment prescribed in the Scheme;

Evaluated appropriateness of the accounting treatment followed by the management considering accounting principles prescribed in the Scheme and the requirements of the applicable accounting standards.

Obtained and tested the management''s working for arriving at the balances of assets and liabilities of the demerged undertaking and treatment of reserves as per the Scheme;

Key audit matters

How our audit addressed the key audit matters

for the accounting of business combinations under common Evaluated the adequacy of presentation and disclosures made with control as per Ind AS 103, "Business Combinations," and the respect to the accounting of the demerger transaction as per the General Circular issued by the Ministry of Corporate Affairs (MCA) Scheme in the financial statements. on August 21,2019, which mandates accounting treatment from

We found managements assessment for accounting of demerger of te appointe ate. Chemical business into the Company to be reasonable.

The demerger has a significant impact on assets, liabilities and reserves shown in the financial statements of the Company.

Accordingly, due to complexity/ judgement involved in accounting of demerger under Ind AS 103"Business Combination",

Accounting for demerger was determined to be a key audit matter in our audit of the financial statements.

B. Inventory

Refer Note 7 to the financial statements.

As at March 31, 2025, the total carrying amount of inventories was H5988.93 Lakh. The assessment of impairment of inventories involves significant estimation uncertainty, subjective assumptions and the application of significant judgement.

Reviews are made periodically by management on inventories for obsolescence and decline in net realizable value below cost. Allowances are recorded against the inventories for any such declines based on historical obsolescence and slow-moving history. Key factors considered include the nature of the inventory, its ageing, shelf life and turnover rate. Accordingly, due to complexity/ judgement involved in inventory valuation, inventory valuation was determined to be a key audit matter in our audit of the financial statements.

We have analyzed the ageing of the inventories, reviewed the historical trend on whether there were significant inventories written off or reversal of the allowances for inventories obsolescence. We conducted a detailed discussion with the key management and considered their views on the adequacy of allowances for inventories obsolescence considering the current economic environment. We have also verified the subsequent selling prices in the ordinary course of business and compared against the carrying amounts of the inventories on a sampling basis at the reporting date.

We found management''s assessment of the allowance for inventory obsolescence to be reasonable based on available evidence.

Other Information

The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Directors'' Report, Management Discussion & Analysis, Report on Corporate Governance and Business Responsibility and Sustainability Reporting including Annexures, but does not include the financial statements and our auditor''s reports 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 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.

Responsibilities of Management for the 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 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 accounting principles generally accepted in India, including 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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 Financial statements that give a true and fair view and are free from material misstatement, whether due 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 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 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 judgement and maintain professional skepticism throughout the audit. We also:

¦ Identify and assess the risks of material misstatement of the 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 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s 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 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 of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 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 except for the matters stated in paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

(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 and dealt with by this Report are in agreement with the books of account;

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

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

(f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

(g) With respect to the adequacy of the internal financial controls with reference to these financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report;

B. 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:

a. The Company did not have pending litigations which has impact on its financial position;

b. The Company did not have any material foreseeable losses in long-term contracts including derivative contracts;

c. There were no amount which were required to be transferred to the Investor Education and Protection Fund by the Company;

d. (i) The management has represented that, to the

best of it''s knowledge and belief, as disclosed in the Note 41 (a) to the financial statements, 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 Intermediaries 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 it''s knowledge and belief, as disclosed in the Note 41 (a) to the financial statements, 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, 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;

(iii) Based on such audit procedures, we have 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 d(i) and d(ii) contain any material misstatement;

e. As stated in Note 38 to the financial statements

i. The Company has not declared or paid any dividend during the year. Therefore, reporting in this regard is not applicable to the Company.

ii. The Board of Directors of the Company have proposed dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.

f. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in accounting software, except for audit trail feature at the database level to log any direct data changes. Further, during the course of audit we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.

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

In our opinion and according to the information and explanations given to us, the managerial remuneration paid/ provided by the Company for the year ended March 31, 2025 is in accordance with the provisions of section 197 read with Schedule V to the Act;

For Singhi & Co.

Chartered Accountants Firm Reg. No. 302049E

Bimal Kumar Sipani

Partner

Place: Noida (Delhi - NCR) Membership Number: 088926

Date: May 27, 2025 UDIN - 25088926BMJHFG3270

Mar 31, 2024

We have audited the accompanying financial statements of OCCL 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 Cash Flows and the Statement of Changes in Equity for the year than ended, 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 give a true and fair view in conformity with the accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2024, its loss including other comprehensive income, its cash
flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs), as
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
together with the ethical requirements that are relevant to our audit of the financial statements 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 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 financial statements.

Key Audit Matters

Reporting of Key audit matters are not applicable on the Company being unlisted entity.

Other Information

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 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 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.

Responsibilities of Management for the 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 financial statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, cash flows and changes in equity of the Company in
accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards
(ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended. 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 the 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 financial statements that give a true and
fair view and are free from material misstatement, whether due 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 Company or to cease operations, or has no
realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the 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 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 interna! 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 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
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 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.

Other Matter

The financial statements for the year ended March 31, 2023, included in the accompanying financial statements
have been audited by predecessor auditor whose audit report dated May 10, 2023 expressed unmodified opinion.
Our opinion is not modified in respect of this matter.

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 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:

(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;

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(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, the Statement of Cash Flows 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 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) The Company has no business activity during the year and has limited transactions. In view of this, in our
opinion, the Company has in all material respects, adequate internal financial controls with reference to
financial statements and such internal financial controls with reference to financial statements were
operating effectively as at March 31, 2024;

(g) In our opinion and according to the information and explanations given to us, the managerial remuneration
paid/ provided by the company 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 did not have any pending litigations which would impact its financial position;

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 amount 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 it''s knowledge and belief, other than as
disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) during the year 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 Intermediaries 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 it''s knowledge and belief, other than as
disclosed in the notes to the accounts, no funds have been received by the Company during the
year from any persons or entities, 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, we have 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) and (ii) contain any material mis-statement.

v. The Company has not declared and paid any dividend during the year. Therefore, reporting in this
regard is not applicable to 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.

For Singhi & Co.

Chartered Accountants

SFirm Reg. No. 302049E

Bimal Kumar Sipani
Partner

Place; Noida (Delhi - NCR) Membership No. 088926

UDIN : 24088926BKELXG5920

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