We have audited the accompanying financial statements of Steelco Gujarat limited (“the
Company”), which comprise the Balance Sheet as at 31st March 2024, the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the
Statement of Cash Flows for the year ended on that date, and notes to the financial statements,
including a summary of significant 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 statement gives the information required by the Companies Act,
2013 (the “Act”) in the manner so required and give 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, 2024 and its
profit, 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 under the provisions of the Companies Act, 2013 and the
Rules there under, 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 Standalone 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 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.

Emphasis of Matter

(i) We draw attention to the Note No 30, 42, and 45 to the Financial Statement that:

wherein the company has inter-alia disclosed the facts w.r.t. the implementation of
the NCLT approved resolution plan under the Insolvency and Bankruptcy Code (IBC),
2016 and the consequential relinquishment / realignment of the rights, risks and
responsibilities of the company and all other stakeholders including financial and
operational creditors, of which necessary effect has been considered in the said
financial statements;

(ii) We draw attention to the Note No 43 of the Financial Statements that the Approval of
Regulatory authority is pending in respect of allotment of New Equity shares.

(iii) We draw attention to Note 41 of the accompanying financial result, whereby the
company has provided explanation for the change in accounting policy from deemed
Cost model to Revaluation model for the entire class of asset related to leasehold land
and building. The company has disclosed its related impact on financial results of the
company. Further, the company has restated the financial results of the earlier periods
presented and the impact for change in such accounting policy have been duly disclosed
in accordance with Ind AS - 8 "Accounting Policies, Changes in Accounting Estimates and
Errors". The Impact of changes on the restated financial results, due to change in above
accounting policy has been audited by us.

Also, the company has reclassified its investment in leasehold land as property plant &
equipment w.e.f 01.04.2022 as the lease and license agreement of the same is not in force
and the intention of the Company is not there to lease it again.

(iv) We draw attention to the Note No 46 to the Financial Statement, the Company has paid /
provided for excess remuneration to the managing director during FY: 2016-17, 2017-18
and 2018-19 without obtaining the approvals in accordance with Section 197 of the Act.
The excess remuneration reversed is shown as recoverable from the Managing Director.
The Company has filed suit against the Managing Director for the recovery of the excess
amount of remuneration.

Information other than the Financial Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for th e other information. The other information
comprises the information included in the Board's Report including Annexures to Board's Report,
Management Discussion and Analysis, Corporate Governance and Shareholder's Information, but
does not include the standalone 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 financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this
other information; we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management for Standalone Financial Statements

The Company's 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 standalone financial
statements that give a true and fair view of the state of affairs (financial position), profit or loss
(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 accounting Standards specified under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.

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.

Those 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 Standards on Auditing, 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 Act,
we are also responsible for explaining 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.

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 financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the
results of our work; and (ii) to evaluate the effect of any identified misstatements in the 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 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.

Other Matter

The financial statements of the Company for the year ended March 31, 2023, have been audited by
a firm of Chartered Accountants other than M Sahu & Co, who have expressed an unmodified
opinion on those financial statements vide their report dated April 26, 2023, which has been
furnished and has been relied upon by us for the purpose of our audit of the financial statements.

Our opinion is not modified in respect of this matter.

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 in terms of Section 143(11) of the Act, we give in “Annexure A” a
statement on the matters specified in paragraphs 3 and 4 of the Order.

2. (A) As required by Section 143(3) of the Act, based on our audit, 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 except for the matter
stated in the paragraph B(f) below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

c. The Standalone Balance Sheet, 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 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
specified under Section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended

e. On the basis of written representations received from the directors as on 31^st March
2024 taken on record by the Board of Directors, none of the directors is disqualified as
on 31^st March 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 controls with reference to
standalone financial statements of the Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure B”.

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:

(B) 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) Pursuant to the NCLT Order dated 31^st July, 2023, the Company does not have any
pending litigation which would impact its financial performance.

b) The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including
derivative contracts.

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

d) (i) The management has represented that, to the best of its knowledge and belief, 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 persons or entities, including foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary
shall:

• directly or indirectly lend or invest in other person or entities identified in any
manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company

or

• provide any guarantee security or the like to or on behalf of the Ultimate
Beneficiaries.

(ii) The management has represented, that, to the best of its knowledge and belief, no
funds have been received by the Company from any persons or entities, including
foreign entities (“Funding Parties”), with the understanding, whether recorded in
writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate
Beneficiaries; and

(iii) Based on such audit procedures as 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 (d) (i) and (d) (ii) contain any material mis¬
statement.

e) The Company has not declared dividend or paid during the year by the Company.

f) Based on our examination, the company, has used accounting software for
maintaining its books of account which does not has a feature of recording audit trail
(edit log) facility except in respect of maintenance of Books of account.

(C) With respect to the matter to be included in the Auditor's Report under Section
197(16) of the Act:

In our opinion and according to the information and explanations given to us, the
remuneration paid/payable by the Company to its directors during the current year
is in accordance with the provisions of Section 197 of the Act. The remuneration
paid/payable to any director is not in excess of the limit laid down under Section 197
of the Act. The Ministry of Corporate Affairs has not prescribed other details under
Section 197(16) of the Act which are required to be commented upon by us.

For M Sahu & Co

Chartered Accountants

Firm Registration No: 130001W

Partner (Manojkumar Sahu) Date: 24th June,2024

Membership No: 132623 Place: Vadodara

UDIN: 24132623BKELKT2199