We have audited the accompanying financial statements of
DCW Limited, which comprise Balance Sheet as at March
31, 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), Statement of Changes in Equity
and Statement of Cash Flows for the year ended on that date,
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 comprehensive income 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 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 and its profit, total comprehensive income,
changes in equity and its cash flows for the year ended on
that date.

Basis for Opinion

We conducted our audit of the financial statements in
accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described
in the Auditor's Responsibilities for the Audit of the 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
ICAI's Code of Ethics.

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

Emphasis of Matter

1. We draw attention to Note 34 to the Financial Statements,
which fully describe the uncertainty related to the outcome
of the petitions/ appeals filed by the company in the matter
of:

a. electricity tax demand of ' 5,491.45 lakhs on captive
power generated and other matters during the period
2003 to 2020;

b. Demand of differential duty of Customs of ' 1,243.77
lakhs plus interest at the applicable rates thereon
under section 28AA of Customs Act, 1962 and
redemption fine and penalty of ' 2,600 Lakhs in
respect of coal imports in earlier years, the Company
has been legally advised that it has the fair chance of
success before CESTAT; and

c. Demand of Rs 669.29 lakhs raised by the income
tax authorities and orders issued by the Income Tax
authorities which have the effect of reducing the MAT
credit available by Rs 2893.15 lakhs for various AYs
starting from AY 2015-16 to AY 2024-25 consequent
to search carried out in the month of November 2023.
The company has been advised by its Tax expert that
the above Tax demands/ the denial of MAT credit
under the above referred orders are not tenable in
law. The Company is pursuing appeals against the
above said orders and the penalty notices under the
applicable laws.

No provision has been made for the aforesaid demands in
view of the factors stated in the said note.

2. We draw attention to the note 39 (a) to the Financial
Statements, in the matter of re-possession notice issued
by the State Government and demand of lease rent relating
to land at Sahupuram Works for which the assignment
deeds are still to be executed, the Hon'ble Madras High
Court, Madurai Bench vide Order dt 26.2.2024 has
set aside the order of the State Government directing
repossession of the land and demand of lease rent and
remanded back for fresh consideration. The High Court
has also given direction to the revenue authorities to fix
the land cost, within 6 months from the date of Order,

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 Board's Report, Management Discussion &
Analysis Report, Business Responsibility Report and Report
on Corporate Governance but does not include the financial
statements and our auditor's report thereon. The said
information is expected to be made available to us after the
date of this report

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.

When we read the other information, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
as required under SA 720 ‘The Auditor's responsibilities
Relating to Other Information' and take appropriate actions
necessitated by the circumstance and the applicable laws and
regulations.

Responsibilities of Management and Those Charged
with Governance 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, total
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 Sec 133 of the Act.
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 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, the 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 the management either intends to liquidate
the Company or to cease operations, or has no realistic
alternative but to do so.

Those 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 internal control.

» Obtain an understanding of internal financial controls
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 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.

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 in
terms of Section 143(11) of the Act, we give in “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
financial statements.

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 agreement with the books
of account maintained for the purpose or preparation of
the financial statements.

d) In our opinion, the aforesaid financial statements comply
with the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from
the directors as on 31^st March, 2025 taken on record by
the Board of Directors, none of the directors is disqualified
as on 31^st March, 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 with reference to Financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure B”.

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:

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 managing directors during the
year is in accordance with the provisions of section 197 of
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, 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 at 31^st March 2025 on its financial
position in its financial statements- Refer Note No 34
of the financial statements.

(ii) The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses (As disclosed in Note
No. 38 (c) to the financial statements);

(iii) There has not been any delay in transferring amounts
which requires to be transferred to the Investor
Education and Protection Fund by the Company.

(iv) (i) 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 person or entity, including foreign
entity ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that
the Intermediary shall:

a. directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever ("Ultimate Beneficiaries") by or
on behalf of the Company

or

b. provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(ii) The management has represented, that, to
the best of its knowledge and belief, no funds
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:

a. 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

b. provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries; and

(iii) In our opinion and based on the 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 (iv)(i) and (iv)
(ii) contain any material misstatement.

v. The dividend declared or paid during the year by the
Company is in compliance with section 123 of the
Companies Act, 2013.

vi. Based on our examination, which included test
checks, the Company has used accounting software
for maintaining its books of account for the financial
year ended March 31,2025, which has a feature of
recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant
transactions recorded in the software.

Further audit trail has been preserved by the
company as per the statutory requirements for record
retention and during the course of our audit we did
not come across any instance of audit trail feature
being tampered with.

For V. SANKAR AIYAR& CO.

Chartered Accountants

ICAI Regd. No.109208W

Asha Patel

Partner

Place: Mumbai M. No.166048

Date: May 12 2025 UDIN 25166048BMKNOU2673