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, 2026, 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, 2026,
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, 2026. 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 matters described below to be the
key audit matters to be communicated in our report.

Emphasis on Matter Paragraph

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. 36, 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. 42, wherein the company
has reassessed its incremental borrowing rate (IBR) used
for measurement of lease liabilities under Ind AS 116.
Pursuant to such reassessment, the IBR has been revised

from 13.5% to 9.5%, effective from the current quarter
ended March 31, 2026. Accordingly, the company has
remeasured its lease liabilities and corresponding
right-of-use (ROU) assets, resulting in net impact of

797,36,655.06 being recognised in the Standalone
Statement of Profit and Loss for the year ended March
31, 2026. Our conclusion 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 the Companies (Auditor's Report) Order,
2020 ("the Order"), issued by the Central Government
of India in term 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 Order, to the extend applicable.

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;

c) As per the information and explanations given to us
and as per our records, the Company does not have
any branch office audited under sub-section (8) of

Section 143 by a person other than the Company's
auditor. Accordingly, reporting under clause (c) of
sub-section (3) of Section 143 of the Companies Act,

2013 is not applicable.

d) 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 relevant books of account.

e) 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.

f) There are no observations or comments on financial
transactions or matters which have any adverse
effect on the functioning of the company.

g) On the basis of the written representations received
from the directors as on March 31, 2026 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2026 from
being appointed as a director in terms of Section
164(2) of the Act.

h) There is no qualification, reservation or adverse
remark relating to maintenance of accounts and
other matters connected therewith.

i) 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 B". Our report

expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company's
internal financial controls over financial reporting.

j) With respect to the other matters to be included in
the Auditor's Report under section 197(16) of the
Act: 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 Companies Act, 2013 read with
Schedule V.

k) 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 / contingents and commitments as
at March 31 2026, in Note no. 33 on its financial
position in its Standalone financial statements
which would impact its financial position.

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 amount 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, 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;

b) The management has represented that, to
the best of its knowledge and belief, no funds
have been received by the Company from any
persons or entities, 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 (a) and (b)
contain any material misstatement.

v. The company has neither declared nor paid any
dividend during the year. Hence, reporting the
compliance with section 123 of the Act is not

applicable.

vi. Based on our examination, which included test
checks, the company has used an accounting
software for maintaining its books of accounts
which has a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year ended March 31 2026, 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 and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

For DMKH & CO.

Chartered Accountants

Firm Registration Number: 116886W

Anant Nyatee
Partner

Membership Number: 447848

UDIN: 26447848ZUNGSL1726
Place: Mumbai
Date: April 27, 2026