We have audited the accompanying standalone financial
statements of Oriental Carbon & Chemicals 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 statement of cash flows for the year then ended, and
notes to the financial statements, including a summary of the
material accounting policies and other explanatory
information (hereinafter referred to as “standalone financial
statements").

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013, as amended (“the Act") in the manner
so required and give a true and 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 made thereunder, as amended (“Ind AS") and
other accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025, its
losses and other 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 standalone financial
statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (SAs). Our
responsibilities under those Standards are further described
in the Auditor’s Responsibilities for the Audit of the standalone
financial statements section of our report. We are
independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of
India (ICAI) together with the ethical requirements that are
relevant to our audit of the standalone financial statements
under the provisions of the Act and the Rules made
thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the ICAI’s Code of Ethics.

We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.

Key Audit Matters

Key audit matters (KAM) are those matters that, in our
professional judgment, were of most significance in our audit
of the standalone financial statements of the current period.
These matters were addressed in the context of our audit of
the standalone financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters
described below to be the key audit matter to be
communicated in our report.

Information Other than the Standalone Financial
Statements and 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 Company’s annual
report particularly with respect to the Management
Discussion and Analysis, Board’s Report including Annexures
to Board’s Report, Business Responsibility Report, Corporate
Governance and Shareholder’s Information, but does not
include the standalone financial statements and our auditor’s
report thereon.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial
statements, or our knowledge obtained during the course of
our audit or otherwise appears to be materially misstated.

When we read the other information identified above if, we
conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with
governance.

Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements.

The Company’s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation and presentation of these
standalone 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
Accounting Standards 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 judgments and estimates that are reasonable and
prudent, and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the standalone financial statements that give

a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements,
management 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 responsible for overseeing the
Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone 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 standalone
financial statements.

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

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

• Obtain an understanding of internal 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 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 standalone financial statements or, if
such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. 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 standalone financial statements, including the
disclosures and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of
a reasonably knowledgeable user of the financial statements
may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the standalone
financial statements.

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

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone 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.

Other Matter

We draw attention to note no. 23 to the accompanying
financial statement which describes that pursuant to the
scheme of arrangement (the 'Scheme') between the
company, Oriental Carbon & Chemicals limited ('Demerged
Company) and OCCL Limited ('Resulting Company') and their
respective shareholders and creditors, as approved by the
Hon'ble National Company Law Tribunal and filed with
respective registrar of companies, the manufacturing
business of insoluble sulphur and chemicals of company has
been demerged and transferred to Resulting company with
effect from 01 July 2024. The said demerger has been given
accounting effect in accordance with lnd AS 105, Non-Current
Assets Held for Sale and Discontinued Operations.

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, to
the extent applicable.

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 of the aforesaid standalone financial
statement;

(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 change in equity and the statement of
cash flow dealt with by this Report are in agreement
with the books of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under section 133 of the Act,
read with relevant Rules issued thereunder, as
amended;

(e) On the basis of the written representations received
from the directors as on March 31, 2025, and 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 sub-section
2 of Section 164 of the Act.

(f) With respect to the other matters to be included in
the Auditor's Report in accordance with the
requirements of Section 197(16) of the Act, as
amended:

In our opinion and to the best of our information and
according to the 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.

(g) With respect to the adequacy of the internal financial
controls with reference to the financial statement of
the Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure
B”. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the
Company’s internal financial controls with reference
to the standalone financial statements;

(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 has disclosed the impact of
pending litigations as on March 31, 2025 on its
financial position in its standalone financial
statements - Refer Note 27 to the standalone
financial statements.

ii. The company has made adequate provision, as
required under the applicable law or accounting
standards for material foreseeable losses, if any
on long term contracts including derivative
contracts.

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by the
Company except for the delays as stated in note-
37(b)of the standalone financial statement.

iv. a. The Management has represented to us

that, to the best of its knowledge and belief,
no funds (which are material either
individually or in the aggregate) have been
advanced or loaned or invested (either from
borrowed funds or share premium or any
other sources or kind of funds) by the
Company to or in any other person or entity,
including foreign entity ("Intermediaries"),
with the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly or
indirectly lend or invest in other persons or
entities identified in any manner
whatsoever by or on behalf of the Company
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

b. The Management has represented to us,
that, to the best of its knowledge and belief,
no funds (which are material either

individually or in the aggregate) have been
received by the Company from any person
or entity, including foreign entity ("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;

c. Based on the audit procedures 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
sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.

v. As stated in Note No 8 to the standalone
financial statements

(a) The final 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.

(b) No Interim dividend was declared or paid by
the Company during the year.

(c) The Board of Directors of the Company have
not proposed any dividend for the year.

vi Based on our examination, which includes test
checks, the company has used accounting
software (SAP ERP-6) 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 the audit trail feature
being tempered and the audit trail has been
preserved by the company as per the statutory
requirements for records retention.

For S S Kothari Mehta & Co. LLP

Chartered Accountants
Firm’s Registration Number: 000756N/N500441

Deepak K. Aggarwal

Partner

Pl_{ace :} Noid_a Membership Number: 095541

_{Date : May 2}8, ₂₀₂₅ U D I N - 25095541BMOQQE2588