We have audited the financial statements of POCL
ENTERPRISES LIMITED (“the Company”), which
comprise the balance sheet as at 31st March, 2025,
and the statement of profit and loss (including other
comprehensive income), statement of changes in
equity and statement of cash flows for the year then
ended, and notes to the financial statements, including
a summary of significant accounting policies and other
explanatory information (hereinafter referred to as
"financial statements”).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by
the Companies Act, 2013 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 Companies Act, 2013, read with 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 31st
March, 2025, the profit/loss and total comprehensive
income, changes in equity and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit 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 together with the ethical requirements that
are relevant to our audit of the financial statements
u nd er the provisions of the Companies Act, 2013 and
the Rules made 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
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 financial statements of the current period.
We did not come across any matter of such material
significance to be reported in this section.

Other Information

The Company's management and Board of Directors
are responsible for the other information. The other
information comprises the information included in the
Company's annual report but does not include the
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 financial statements does not cover
the other information and we do not express any form
of assurance and conclusion thereon.

In connection with our audit of the 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 financial statements
or our knowledge obtained in the audit or otherwise
appears to be materially misstated.

When we read the annual report, if we conclude that
there is a material misstatement therein, we are required
to communicate the matter to those charged with
governance and take necessary actions, as applicable
under the relevant laws and regulations. We have
nothing to report in this regard.

Management’s and Board of Director’s Responsibility
for the Financial Statements

The Company's management and Board of Directors
is responsible for the matters stated in Section 134(5)
of the Companies Act, 2013 (“the Act”) with respect to
the preparation of these 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 accounting principles generally
accepted in India, including the Indian 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 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, 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 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 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 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 controls.

• 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
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
and Board of Director'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 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 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 the Statement of Other
Comprehensive Income, the Cash Flow Statement
and the Statement of Changes in Equity dealt with
by this Report are in agreement with the books of
account.

d) In our opinion, the aforesaid 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 31st March, 2025
and taken on record by the Board of Directors,
none of the Directors are disqualified as on 31st
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 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.

g) With respect to the matter to be included in the
Auditors' Report under Section 197(16) of the Act,
in our opinion and according to the information
and explanations given to us, the remuneration
paid by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 read with Schedule V to 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:

1. The Company has no pending litigations which
would have a material impact on its financial
position.

2. The Company has not entered into any long¬
term contracts including derivative contracts
for which there were any material foreseeable
losses.

3. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company.

4. The management has represented that, to the
best of its knowledge and belief that:

i. 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 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;

ii. 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, 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

iii. Based on audit procedures carried out by
us, that we have considered reasonable and
appropriate in the circumstances, nothing has
come to our notice that has caused us believe
that the representations under sub-clause (i)
and (ii) contain any material misstatement.

5. The final 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.

As stated in Note No. 18 to the financial statements,
the Board of directors of the Company have proposed
final dividend for the year ended 31st March, 2025
which is subject to the approval of the members at
the ensuing Annual General Meeting. The amount of
dividend proposed is in accordance with the provisions
of Section 123 of the Act, as applicable.

6. 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 31st March, 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 system. Further,

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

For Darpan & Associates

ICAI Firm Registration No.016156S

Chartered Accountants

Darpan Kumar

Partner

Membership No. 235817

UDIN : 25235817BMJLLR5629

Place : Chennai

Date : May 05, 2025