We have audited the accompanying standalone financial
statements of UCAL LIMITED ("the Company"), which
comprise the Standalone Balance Sheet as at March 31,
2025, 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 for the year then ended, 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 ("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, total comprehensive
income (comprising of profit and other comprehensive loss),
the changes in equity, and its cash flows for the year then
ended.

Basis for Opinion

We conducted our audit 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 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 ICAI's Code of
Ethics. We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our opinion
on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 38 (b) forming part of the
Standalone Financial Statements for the year in connection
with the pending RBI approval for the write-off made during
the year 2017-18 in respect of Trade Receivable and Loan
receivable aggregating to ?15,191.85 lakhs due from the
Company's wholly owned subsidiary (UCAL Holdings Inc.,
(USA), formerly Amtec Precision Products Inc.,)

Our opinion is not modified in respect of the above 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 of the current period. 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. We have determined the matters described
below to be the key audit matters to be communicated in our
report.

Information other than the Standalone Financial Statements
and Auditors' Report thereon

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Directors' Report
including Annexures to Directors' Report but does not include
the Standalone Financial Statements and our Auditors' report
thereon. The other information 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
identified above when it becomes available 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.

On receipt of other information, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and we shall:

(a) If the material misstatement is corrected, perform
necessary procedure to ensure the correction; or

(b) If the material misstatement is not corrected after
communicating the matter to those charged with
governance, take appropriate action considering our legal
rights and obligations, to seek to have the uncorrected
material misstatement appropriately brought to the
attention of users for whom this Auditors' report is
prepared.

Responsibilities of Management and those charged with
Governance for the Standalone 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 Financial Statements
by the Management that give a true and fair view of
the financial position, financial performance (including
Other Comprehensive Loss), changes in equity and cash
flows of the Company in accordance with the accounting
principles generally accepted in India, including the Ind AS.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the
Act for the 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 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 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 Board of Directors either intends
to liquidate the Company or to cease operations or has no
realistic alternative but to do so.

These Board of Directors are also responsible for overseeing
the Company's financial reporting process.

Auditors' Responsibility for the Audit of 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 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 an
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 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 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 represents the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the
Standalone Financial Statements that, individually or in
aggregate, makes it probable that the economic decisions of
a reasonably knowledgeable user of the Standalone Financial
Statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of
our audit work and evaluating the results of our work; and (ii)
to evaluate the effect of any identified misstatements in the
Standalone 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 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
Act, we give in "Annexure-I" a statement on the matters
specified in paragraphs 3 and 4 of the said 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;

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;

d. In our opinion, the aforesaid Standalone Financial
Statements comply with the Ind AS;

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

f. With respect to adequacy of the internal financial
controls with reference to Standalone Financial
Statements of the Company and the operating
effectiveness of such controls, we give our
report in "Annexure-II". Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial

controls over financial reporting with reference to
Standalone Financial Statements;

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 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 Auditors' 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 on its financial position in
its Standalone Financial Statements - Refer to
Note 46 to Standalone Financial Statements;

ii. The Company is not required to recognize
any provision as at March 31, 2025 under the
applicable Law or Accounting Standards, as it
does not have any material foreseeable losses
on long term contracts. The Company does not
have any derivative contracts

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 (which are material either individually
or in the aggregate) 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, 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 (which are material either individually
or in the aggregate) 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, 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 the audit procedures that
have been 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 (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.

v. As disclosed in Note 49 to the Standalone

Financial Statements, the Board of Directors,
at its meeting held on May 29, 2024, did not
recommend any dividend for the financial year

2023-24. Furthermore, no dividend has been
proposed for the financial year 2024-25 by the
Board at its meeting held on May 30,2025.

vi. The reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014
is applicable from 1 April 2023. Based on our
examination which includes test checks, the
company has used an 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.

For M/s R. Subramanian and Company LLP,

Chartered Accountants
ICAI Firm Regn. No. 004137S/S200041

Kumarasubramanian R

Partner

Place : Chennai M No. 021888

Date: May 30, 2025 UDIN: 25021888BMMBJA3002