We have audited the accompanying standalone Ind-AS
financial statements of NOCIL 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, the Statement of Cash Flow for the year then
ended and the Notes to the standalone Ind-AS financial
statements, including a summary of material accounting
policies and other explanatory information (hereinafter
referred to as "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, ("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 (India Accounting
Standards) Rules, 2015, as amended, (Ind-AS) and with
other accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2026,
the 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 standalone Ind-AS
financial statements in accordance with the Standards
on Auditing (SAs) 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 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
Companies Act, 2013 and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI's Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Key Audit Matter

Key audit matter are those matter that, in our professional
judgment, were of most significance in our audit of the
standalone Ind-AS financial statements of the current
period. 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.

We have determined the matter described below to be the
key audit matter to be communicated in our report.

information Other than the Standalone ind-AS Financial
Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the
other information. The other information comprises the
Director's Report and Report on Corporate Governance but
does not include the standalone and consolidated 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 identified above and, in doing so, consider
whether the other information is materially inconsistent
with the standalone Ind-AS 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 and Those Charged
with Governance 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, 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 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 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,
the Board of Directors 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
Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to
do so.

The Board of Directors is 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 control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section

143(3)(i) of the Companies Act, 2013, we are also
responsible for expressing our opinion on whether the
company has adequate internal financial controls with
reference to standalone Ind-AS 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 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.

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 the users 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 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 with reference
to standalone Ind-AS financial statements 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 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 Companies Act, 2013, we give in the "Annexure A"
a statement on the matters specified in paragraphs 3
and 4 of the said Order, to the extent applicable.

2) As required by section143(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
purpose of our audit.

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as 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 Cash
Flow Statement dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind-AS
financial statements comply with the Accounting
Standards specified under section 133 of the Act,
read with relevant rule issued thereunder.

e) On the basis of the written representations
received from the Directors of the Company as
on March 31, 2026, and taken on record by the
Board of Directors, none of the Directors of the
Company are disqualified as on March 31, 2026,
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 standalone
Ind-AS 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 Rule 11 of
the Companies (Audit and Auditors) Rules, 2014
("the Rules"), 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 on its financial position in
its standalone Ind-AS financial statements
- Refer Note 37 to the standalone Ind-AS
financial statements.

ii) The Company has made provision,
as required under the applicable laws
or Accounting Standards for material
foreseeable losses, if any, on long term
contracts including derivative contracts.
Refer Notes 2(i) and Note 42.5.2 to the
standalone Ind-AS financial statements.

iii) There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company during
the year ended March 31,2026.

iv) The Management has represented that:

a) to the best of their 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(s) or entity(ies), including

foreign entity(ies) ("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) to the best of their knowledge and
belief, no funds have been received
by the Company from any person(s)
or entity(ies), including foreign
entities ("Funding Parties"), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, directly or indirectly, lend or
invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

Based on such audit procedures performed
by us which is considered reasonable and
appropriate in the circumstances, nothing
has come to their notice that has caused
us to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e) of the
Rules as provided under (iv) (a) and (b)
above contain any material misstatement.

v) As per information and explanation
represented by Management and based on
the records of the Company, 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.

The Board of Directors of the Company have
proposed final 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.

vi) Based on our examination, which included
test checks, the Company has used
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, in
respect of the accounting software for the
period for which the audit trail feature was
enabled and operating.

Additionally, the audit trail has been
preserved by the Company as per the
statutory requirements for record retention,
except audit trail for direct access to the
database, which is preserved from October
10, 2024, i.e. the date of its activation.

i) In our opinion and according to information and
explanations given to us and based on our examination
of the records of the Company, the Company has paid /
provided managerial remuneration in accordance with
the requisite approvals mandated by the provisions of
Section 197 of the Act.

For KALYANIWALLA & MISTRY LLP
Chartered Accountants

Firm Reg. No.: 104607W / W100166

Roshni R. Marfatia
Partner

M. No.: 106548
UDIN: 26106548YRBQHQ4805
Mumbai: May 7, 2026