We have audited the accompanying financial statements of “S. P. Refractories Limited”,
which comprise the balance sheet as at March 31, 2024, 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, 2024, 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,
2024 taken on record by the board of directors, none of the directors is disqualified as on
March 31, 2024 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. 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;

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.

e. The Company has used an accounting software for maintaining its books of
accounts. Based on our examination and explanations give to us, we are unable
to comment whether audit trail feature of the said software (both at an
application and database level) was enabled and operated throughout the year for
all relevant transactions recorded in the software or whether there were any
instances of the audit trail feature been tampered with.

For Zoeb Anwar & Co.

Chartered Accountants

Firm Registration Number: 116532W

Sd/-

Zoeb I. Anwar

(Proprietor)

M. No. : 101496

UDIN No: 24101496BKADNQ7188

Place: Nagpur

Date: 15/05/2024