We have audited the accompanying Standalone Financial Statements of DCM
Limited (the “Company”), which comprise the standalone balance sheet as at
March 31, 2025, and the standalone statement of profit and loss including other
comprehensive income, standalone statement of changes in equity and standalone
statement of cash flow for the year then ended, and notes to the Standalone
Financial Statements, including a summary of the material accounting policies
and other explanatory information (hereinafter referred to as the “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 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, its cash flows and the changes in equity 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 (SAs) specified under section 143(10) of the
Act. Our responsibilities under those SAs 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 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 opinion on the
Standalone Financial Statements.

Material Uncertainty relating to Going Concern

We draw attention to note 36A and 36B of the Standalone Financial Statements
highlighting that the Company has entered into a Joint Development Agreement
(JDA) with a party for development of its land situated at Hisar. The JDA is
subject to fulfilment of certain terms and conditions by the said party as well
as receipt of regulatory approvals. The JDA has become effective pursuant to
compliance of certain terms and conditions in terms of said JDA.

The Director General, Town and Country Planning, Haryana has suspended the
license for development of the said land taking a note that an enquiry has been
initiated against the Company in respect of the Company’s land at Hisar. As per
the said Order, the licensee is directed not to carry out any development work on
the above-mentioned land at Hisar and also not to create any third party rights
unless the said suspension is revoked. The Company is taking appropriate action
in the matter for the revocation of said suspension Order.

Pending revocation of said suspension of license, the advance of Rs. 5,000.00
lakh received by the Company under the said JDA, has been shown under the
current liabilities. Pursuant to above, the current liabilities of the Company
including the said advance of Rs. 5,000.00 lakh received under JDA exceed the
current assets by Rs 3922.70 lakh as at March 31, 2025. The management of the
Company holds the view that the Company has merits in case and is confident to
get favorable order in the said matter of revocation of suspension order.

The management believes that with the revocation of said suspension order
of license and infusion of liquidity by focusing /managing of its real estate
operation and/or the Company’s plans of restructuring of its Engineering
Business Undertaking as well as other interim measures to improve liquidity,
the Company will be able to continue its operation for the foreseeable future.
Accordingly, the Standalone Financial Statements of the Company have been
prepared on a going concern basis.

Our opinion is not modified in respect of this matter.

Emphasis of Matter

We draw attention to note 46 of the Standalone Financial Statements, wherein
during the earlier year in view of continued situation of industrial unrest, the
Company has declared lockout at its engineering business undertaking. On
the basis of legal advice, Management of the Company is of the view that the
present lockout is legal and justified. Therefore, the Company has not made
any provision for wages pertaining to the lockout period October 22, 2019, to
March 31, 2025, aggregating to Rs. 7,439 lakhs. Our opinion is not modified
in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the Standalone Financial Statements for
the financial year ended March 31, 2025. 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. For 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 Auditor’s Responsibilities for the Audit of Standalone Financial Statements
section of our report, including in relation to these matters.

Information other than the Standalone Financial Statements and Auditor’s
Report thereon

The Company’s Board of Directors are responsible for 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 and Corporate Governance report, but does not include the Standalone
Financial Statements and our auditors’ report thereon. The Annual Report is
expected to be made available to us after the date of this Auditors’ Report.

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 in the audit or otherwise appears to be
materially misstated.

When we read Annual Report, if we conclude that there is a material misstatement
of this other information, we are required to communicate the matter to those
charge with governance.

Responsibilities of Management 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 of
these Standalone Financial Statements that give a true and fair view of the state
of affairs, profit and 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 read with relevant Rules issued thereunder. 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 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, the Management and Board
of Directors are 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 are also 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 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 control relevant to the audit in order
to design audit procedures that are appropriate in the circumstances.
Under section l43(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 Standalone 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 in the
Standalone Financial Statements made by the Management and Board of
Directors.

• Conclude on the appropriateness of the Management and Board of
Directors 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.

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 for the year ended March 31, 2025, and are
therefore the key audit matters. We described these matters in our auditors’
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 (Auditors’ Report) Order, 2020 (the
“Order”) issued by the Central Government in terms of section 143 (11) 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, 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 except for the matters stated in paragraph 2(i)(vi)
below on reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014;

c) The standalone balance sheet, the standalone statement of profit
and loss (including other comprehensive income), the standalone
statement of changes in equity and the standalone statement of cash
flows 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 Ind AS 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 01 April 2024 and 15 April 2024 , 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 maintenance of accounts and other matters
connected therewith, reference is made to our remarks in the
paragraph 2(b) above on reporting under Section 143(3)(b) of the
Act and paragraph 2(i)(vi) 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 Standalone Financial Statements 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 over financial reporting to this report;

h) In our opinion, the managerial remuneration for the year ended
March 31, 2025, has been paid/provided by the Company to its
directors in accordance with the provision of section 197 read with
schedule V of the Act;

i) With respect to the other matters to be included in the Auditors’
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 March 31, 2025, on its financial position in its Standalone
Financial Statements - refer note 38 to the Standalone 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 were no amounts 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 its

knowledge and belief, as disclosed in note 50 (ii) to the
Standalone Financial Statements, no funds have been
advanced or loaned or invested by the Company to or
in any other person 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;

(b) The management has represented that, to the best of its
knowledge and belief, as disclosed in note 50(ii) to the
Standalone Financial Statements, no funds have been
received by the Company from any person or entity,
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 that were 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 (a) and iv (b)
contain any material misstatement.

v. No dividend has been declared or paid during the year by the
Company.

vi. Based on our examination, which included test checks, the
Company has used an accounting software Tally Prime for
maintaining its books of accounts for the financial year ended
March 31, 2025 which has a feature of recording audit trail
(edit log) facility except audit trail functionality at the database
level due to inherent limitations of the software and the same
has operated throughout the year for all relevant transactions
recorded in the accounting software systems. Further, during
the course of our audit we did not come across any instance of
audit trail feature being tampered with and the audit trail has
been preserved by the Company, wherever available as per the
statutory requirements for record retention, refer note - 52 of
the Standalone Financial Statements

For S S Kothari Mehta & Co. LLP

Chartered Accountants
Firm Registration No.: 000756N/ N500441

Deepak Kumar Gupta

Partner

Place: New Delhi Membership No: 411678

Date: May 27, 2025 UDIN:25411678BNQLNX1449