Independent Auditor's Certificate on Non-applicability of Consolidation Financial Statements

Date of Communication: July 06, 2026

Nature of Document: Independent Auditor's Certificate issued by Singhi & Co. (Firm Reg. No. 302049E) at the request of OCCL Limited regarding non-applicability of consolidation financial statements for the year ended March 31, 2026.

Company's Clarification on SPV Investment

OCCL Limited holds 49% of the equity share capital of Clean Max Infinia Private Limited (SPV), with the remaining 51% held by CleanMax Enviro Energy Solutions Private Limited (Promoter Shareholder) pursuant to a Shareholders' Agreement dated December 04, 2024.

The auditor examined the investment under Ind AS 28 and determined that despite the 49% shareholding (which normally presumes significant influence), the Company does not have significant influence over the SPV based on the following specific indicators:

  • The Board of SPV is constituted solely by the Promoter Shareholder with no representation rights for OCCL Limited
  • Day-to-day management and policy-making rest exclusively with the Promoter Shareholder
  • Pricing and offtake terms of electricity supply are fixed under the Energy Supply Agreement and cannot be unilaterally influenced by either party
  • No interchange of managerial personnel exists between the companies
  • Technical know-how is provided by the Promoter Shareholder to SPV, not the reverse

Regulatory Compliance Reference

The certificate was prepared in accordance with:

  • Guidance Note on Reports or Certificates for Special Purposes issued by the Institute of Chartered Accountants of India
  • Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information
  • Companies Act, 2013 and Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act 2013
  • Companies (Indian Accounting Standard) Rules, 2015 as amended

Financial Results Clarification

The auditor concluded that:

  • SPV is not an "Associate" of the Company under paragraph 3 of Ind AS 28
  • The Company does not have power over SPV as defined in paragraphs 6 and 7 of Ind AS 110 (Consolidated Financial Statements)
  • SPV does not meet the definition of a 'Joint Venture' under Ind AS 111 (Joint Arrangements)
  • The investment qualifies as a financial asset under paragraph 11 of Ind AS 32, measured under Ind AS 109 at fair value through profit or loss (or through OCI if elected)

Final Opinion

Based on the examination, Singhi & Co. opined that consolidation of financial statements is not applicable to OCCL Limited in respect of its investment in Clean Max Infinia Private Limited for the year ended March 31, 2026.

Usage Restrictions

The certificate is addressed specifically to the Board of Directors of OCCL Limited for onward submission to the Listing Department, National Stock Exchange of India Limited. It explicitly states that it should not be used by any other person or for any other purpose.

Firm: Singhi & Co., Chartered Accountants

Place and Date: Noida (Delhi - NCR), July 06, 2026

Topic Tags: Regulatory Compliance, Financial Reporting, SPV Investment, Accounting Standards, Exchange Submission