The Members of SP Refractories Limited

(Formerly known as “SP Refractories Private Limited”)

Report on the audit of the financial statements:-
Opinion:-

We have audited the accompanying financial statements of “SP Refractories Limited”, which comprise the
balance sheet as at March 31, 2023, and the Statement of Profit and Loss and notes to the financial statements,
including a summary of significant accounting policies and other explanatory information. 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 accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2023, its profit (or Loss) for the year ended on that date.

Basis for opinion:-

We conducted our audit in accordance with the standards on auditing 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 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.

Going Concern:-

There are no such conditions exist, that may create a doubt on the company's ability to continue as a going
concern

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. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. Reporting of key audit matters as per SA 701, there are no such matters that in the
auditor’s professional Judgment, were of most significance in the audit of Financial Statements of current
period.

Information other than the 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 Board’s Report including Annexures to Board’s Report,
Business Responsibility Report but does not include the financial statements and our auditor’s report thereon.
Our opinion on the 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 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 during the course of our audit or otherwise
appears to be materially misstated. Based on the work we have performed, we conclude that there is no

material misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.

Management’s responsibility for the financial statements:-

The Company’s board of directors are responsible for the matters stated in section 134 (5) of the Act with
respect to the preparation of these financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the 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 statement 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 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 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’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 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 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 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 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 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 requirement:

As required by the company (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 paragraph 3 and 4 of the order, to the extent applicable-

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 dealt with by this report are in agreement with

the books of account;

(d) In our opinion, the aforesaid financial statements comply with the accounting standards specified

under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken

on record by the board of directors, none of the directors is disqualified as on March 31, 2023
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 control over financial reporting of the

company and the operating effectiveness of such controls, refers 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 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;

a. The Company does not have any pending litigations which would impact its financial position;

b. The Company did not have any long-term contracts including derivative contracts for which there

were any material foreseeable losses; and

c. There has not been any occasion in case of the Company during the year under report to transfer

any sums to the Investor Education and Protection Fund; hence the question of delay in
transferring such sums does not arise Company.

d. i. T he Management has represented that, to the best or 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;

ii. 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;

iii. 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.

d. The Company has neither declared nor paid any dividend during the year.

FOR ZOEB ANWAR & CO
CHARTERED ACCOUNTANTS
Firm Registration Number: 116532W

Sd/-

ZOEB I. ANWAR
(Proprietor)

M. NO. : 101496

UDIN NO: 23101496BGPUSU3320

Place: Nagpur

Date:23/05/2023