We have audited the Standalone I nd AS financial statements
of ECO RECYCLING 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 cash flows and the statement of
changes in equity for the year then ended, and notes to the
Standalone Ind AS financial statements including a summary
of significant accounting policies and other explanatory
information (hereinafter referred to as the " Standalone Ind
AS financial statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Standalone Ind AS 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 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 March 31, 2025,
its profit (including 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 Ind AS financial

statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act ("SA"s). Our

responsibilities under those Standards are further
described in the 'Auditor's Responsibilities for the Audit

of the Standalone 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
ethical requirements that are relevant to our audit of the

Standalone Ind AS 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 obtained by us is sufficient
and appropriate to provide a basis for our audit opinion on
the Standalone 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

Standalone Ind AS financial statements for the financial year
ended March 31, 2025. These matters were addressed in
the context of our audit of the Standalone Ind AS financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
For each matter below, our description of how our audit
addressed the matter is provided in that context.

We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the

Auditor's responsibilities for the audit of the Standalone
Ind AS financial statements section of our report, including

in relation to this matter. Accordingly, our audit included
the performance of procedures designed to respond to
our assessment of the risks of material misstatement of the
Standalone Ind AS financial statements. The results of our
audit procedures, including the procedures performed to
address the matter below, provide the basis for our audit
opinion on the accompanying Standalone Ind AS financial
statements.

1. We draw attention to Note No. 3, where the Company
has not carried out a fair valuation of the property and
assets located at its Kharbao, Mumbai unit and continues
to carry them at historical cost. The production activities
at this location could not be commenced due to certain
unavoidable circumstances in the past. Consequently,
no depreciation has been charged on these assets ever
since. Company believes that the carrying amounts of
these financial assets and financial liabilities approximate
their fair values and that the impact of change, if any, on
account of fair valuation of these financial assets and
financial liabilities, will be insignificant. Our opinion is not
modified in respect of this matter.

2. We draw attention to Note No. 7, where an amount
of ? 2,35,16,348 is receivable from M/s Keynote
Capital Limited ("Keynote") in respect of certain share
transactions alleged to have been misappropriated by
Keynote. As stated in the note, the matter is currently
sub judice and pending for final adjudication before the
Hon'ble Bombay High Court. Our opinion is not modified
in respect of this matter.

3. We draw attention to Note No. 2.(e) significant
accounting policies under Notes forming part of
standalone financial statements, which describes the
Company's accounting policy regarding depreciation
on property, plant and equipment. The Company has
not considered the residual (salvage) value of fixed
assets while computing depreciation, which is not in
accordance with the requirements of Indian Accounting
Standard (Ind AS) 16 - Property, Plant and Equipment.
As stated in the note, the management is of the view
that the useful life estimated for the assets is lower than
their actual economic life, and therefore, any residual
value at the end of the useful life would be insignificant
and not material to the standalone financial statements.
Accordingly, depreciation has been charged without
considering residual value. Our opinion is not modified in
respect of this matter.

4. We draw attention to Tax Expenses to the standalone
financial statements, which states that the Company has
made an additional income tax payment of ? 1,21,64,460
in current Financial Year i.e. FY 24-25 in the month of

September 2024, pertaining to the previous financial
year ended March 31, 2024. The said amount has been
recognized as an expense in the Statement of Profit and
Loss under Tax Expense for earlier Financial Year. Our
opinion is not modified in respect of this matter.

Information Other than the Financial Statements and
Auditor's Report Thereon

The Company's Board of Directors is responsible for 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, Business Responsibility Report, Corporate

Governance Report and Shareholder's Information, but does
not include the Standalone Ind AS financial statements and
our auditor's report thereon.

Our opinion on the Standalone Ind AS 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 Ind AS
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
Ind AS financial statements, or our knowledge obtained
during the course of our 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.

Management's Responsibilities for the Standalone Ind AS
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 Standalone Ind AS 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 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 Standalone 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 Standalone 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 Standalone
Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about
whether the Standalone 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 Standalone 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 Standalone 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 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 the 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 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 Standalone Ind AS Financial Statements,
including the disclosures, and whether the Standalone
Ind AS Financial Statements represent the underlying

transactions and events in a manner that achieves fair
presentation.

• Obtain sufficient appropriate audit evidence regarding
Standalone Ind AS Financial Statements of the Company
to express an opinion on the same.

Materiality is the magnitude of misstatements in the
Standalone Ind AS Financial Statements that, individually or
in aggregate, makes it probable that the economic decisions
of a reasonably knowledgeable user of the Standalone Ind
AS 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 Ind AS 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 Ind AS 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 Section 143(3) of the Act, based on our

audit 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;

c) The balance sheet, the statement of profit and loss
including other comprehensive income, statement
of changes in equity and the statement of cash flows
dealt with by this report are in agreement with the
relevant books of account.

d) In our opinion, the aforesaid Standalone Ind AS
financial statements comply with the Ind AS specified
under Section 133 of the Act, read with relevant rule

issued there under to the extent applicable to the
Company.

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) 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 separate Report in "Annexure A". Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company's
internal financial controls over financial reporting.

g) 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:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
Standalone Ind AS Financial Statements.

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

iii. There has been no delay in transferring 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, 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;

2. As required by the Companies (Auditor's Report) Order,
2020 ("the Order") issued by the Central Government in

terms of Section 143(11) of the Act, we give in "Annexure
B" a statement on the matters specified in paragraphs 3
and 4 of the Order.

For DMKH & CO.

Chartered Accountants

Firm Registration Number: 116886W

Anant Nyatee
Partner

Membership Number: 447848

UDIN 25447848BMNWFJ8687
Place: Mumbai
Date: May 24, 2025