Sai Swami Metals and Alloys Ltd Auditor Reports

On The Financial Statement of SAI SWAMI METALS AND ALLOYS LIMITED

To

THE MEMBERS OF

SAI SWAMI METALS AND ALLOYS LIMITED Report on the Financial Statements

We have audited the accompanying Financial statements of SAI SWAMI METALS AND ALLOYS LIMITED ("the Company"), which comprise the Balance Sheet as at 31^stMarch 2024, the Statement of Profit and loss, Cash How Statement and a summary of significant accounting policies and other explanatory information.

Opini?n

In our opini?n and to the best of our infonnation and according to the explanations given to us, the Financial statements give the infonnation required by the Companies Act, 2013 ("The Act") in the manner so required and give a trae and fair view in conformity with the Accotmting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and other accotmting principies generallv accepted in India:

a) In tire case of the Balance Sheet, of tire state of affairs of the Company as at 31st March,2024;

b) In the case of the Profit and Loss Account, of the profit for the period ended on that date.

c) In the case of Cash Flow Statement, of tire cash flow for the year ended on that date.

Basis for Opini?n

We have conducted our audit of tire Financial statements in accordance with tire Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibility for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with tire Code of Ethics issued by tire Insfitute of Chartered Accountants of India (ICAI) together with tire ethical requirenrents that are relevant to our audit of the Financial statements under tire provisions of tire Act and the Rules nrade thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirenrents and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opini?n on tire Financial statements.

Key audit matters

Key audit matters (KAM) are those matters that, in our professional judgnrent, 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 fomring our opini?n thereon, and we do not provide a sep?rate opini?n on these matters.

Information other than the Financial statements and auditors report thereon

The Conrpanys board of directors is responsible for the preparation of the other infonnation. The other infonnation comprises the information included in the Boards Report including Annexure to Boards Report, Business Responsibility Report but does not inelude the Financial statements and our auditor"s report thereon.

Our opini?n on the Financial statements does not cover the other information and we do not express any form of assurance or conclusi?n thereon.

In connec?on with our audit of the Financial statements, our responsibility is to read the other information and, in doing so, considering whether the other information is materially inconsistent with tire Financial statements or our knowledge obtained during the cotuse of our audit or otherwise appears to be materially misstated.

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

Managements Responsibility for the Financial Statements

The Company⁷ s Board of Directors is responsible for the matters stated in Section 134(5) of tire Act with respect to the preparation of these Financial statements that give a true and fair view of the Financial position and Financial performance of the

Company in accordance with the accounting principies generally accepted in India, including the Accounting Standards spiecified under Sect?on 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also ineludes maintenance of adequate accounting records in accordance with tire pirovisions of the Act for safeguarding assets of tire Company and for preventing and detecting frauds and other irregularities; selection and application of apipropiriate accotmting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal Financial Controls, that were op>erating effectively for ensuring tire accuracy and completeness of the accounting records, relevant to tire 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 tire Financial statements, management is responsible for assessing the Company⁷s ability to continu? as a going concern, disclosing, as ap>plicable, matters related to going concern and using the going concern basis of accotmting unless management either intends to liquidate the Company or to cease op>erations, or has no realistic altemative but to do so. That Board of Directors are also responsible for overseeing the Companys Financial reporting process.

Auditors Responsibility

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 auditor⁷s report that ineludes our opini?n. 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 prrofessional judgment and maintain prrofessional 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 appnopiriate to prrovide a basis for our opini?n. Tire risk of not detecting a material misstatement resulting from fraud is higher tiran for one resulting from error, as fraud may involve collusion, forgery, intentional onrissions, misreprresentations, or the override of internal control.

• Obtain an understanding of infernal Financial control relevant to the audit in order to design audit procedures that are apprroprriate in the circmnstances. Under section 143(3) (i) of the Act, we are also responsible for exprressing our opini?n on whether tire Company has adequate internal Financial Controls system in place and the oprerating effectiveness of such Controls.

• Eval?ate the aprproprriateness of accotmting policies used and the reasonableness of accotmting estimates and related disclosures nrade by the management.

• Conclude on the aprprropuiateness of nranagenrents use of the going concern basis of accotmting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company⁷s ability to continu? as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor⁷ s report to the related disclosures in the Financial statements or, if such disclosures are inadequate, to modify our opini?n. Our conclusions are based on the audit evidence obtained up to tire date of our auditor⁷s report. However, future events or conditions may cause the Company to cease to continu? as a going concern.

• Eval?ate the overall presentation, structure and content of the Financial statements, including the disclosures, and whether the Financial statements represent tire underlying transactions and events in a nranner that achieves fair presentation.

Report on other Legal and Regulatory Requirements

1. As required by section 143 (3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opini?n proper books of account as required by law llave been kept by the Company so far as appears from otrr examination of those books.

c) The Balance Sheet, Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d) In our opini?n, the aforesaid Financial statements comply with the Accounting Standards specified under Section 133 of the Act, read witli Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on 31^st March, 2024 taken on record by tlie Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) Since tlie Company is small company as defined under section 2(85) of Companies Act, 2013, is exempted from getting an audit opini?n with respect to the adequacy of the intemal Financial Controls over Financial reporting of the company and the operating effectiveness of such Controls vide notification dated June 13,2017; and

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opini?n and to the best of my information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) Sai swami Metal & Alloy Pr?vate Limited Has Taken over Steel kraft Industries Via Take Over Agreement as on 28.02.2023

i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opini?n and to the best of our infonnation and according to the explanations given to us.

i) Tlie Company does not llave any pending litigations for which provisi?n have not been made which would impact its Financial position.

ii) Tlie Company has made provisi?n, as required under the applicable law or accounting standards, for material foreseeable losses, if any.

iii) Tlie Provisions of transfer of funds to Investor Education and Protection Fund not applicable to the Company.

iv) (a) 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 ("Intermediarles"), 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 ("Ult?mate Beneficiarles") or pro vide any guarantee, security or the like on behalf of the Ultimate Beneficiarles;

(b) 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 tire Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of tire Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in tire circumstances, notlring has come to our notice that has caused us to believe tlrat the representations under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatenrent.

(d) The company has not declared or paid any dividend during tire year in contraven?on of the provisions of section 123 of the Companies Act, 2013.

2. As required by tire Companies (Auditor s Report) Order, 2020 (tire Order), issued by the Central Government in ternrs of Section 143(11) of the Act, the same is applicable on this Company.

For, ABHISHEK KUMAR & ASSOCIATES

Chartered Accountants

(Registra tion Nunrber: 130052W)

SD/-

ABHISHEK AGRAWAL

Proprietor

Menrberslrip Nunrber.: 132305

UDIN: 24132305BKEYWX7400

Date: 28.05.2024

Place: Ahmedabad

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of oui report to the Meinbers of SAI SWAMI METALS AND ALLOYS LIMITED of even date).

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the nonnal course of audit, we state that:

i. In respect of tire Company⁷ s Property, Plant and Equipment and Intangible Assets:

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) Tire Company has maintained proper records showing full particulars of intangible assets.

(b) The Company has a program of phvsical verification of Property, Plant and Equipment so to cover all tire assets once every three years whiclr, iir otu opini?n, is reasonable having regard to tire size of the Company and the nature of its assets.

(c) Based on our exanrination of the property tax receipts and lease agreenrent for land on which building is constructed, registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title in respect of self-constructed buildings and title deeds of all other imnrovable properties, disclosed in the Financial statenrents included under Froperty, Plant and Equipment are held in the ?ame of tire Company as at the balance sheet date. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(d) Tire Company has not revalued any of its Property, Plant and Equipment and intangible assets during tire year.

(e) No proceedings have been initiated during tire year or are pending against tire Company as at March 31, 2024 for holding any benanri property under the Benanri Transactions (Prohibi?on) Act, 1988 (as anrended in 2016) and rules nrade thereunder.

ii. (a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals, except goods-in-transit. The coverage and procedure adopted by the Management is appropriate according to the size and scale of the Company. No discrepancies of 10% or more were observed in any class of inventories, the same is not applicable to the company.

(b) The Company has been not sanctioned working capital linrits in excess in aggregate, during tire year, fronr banks or Financial institutions.

iii. The Company has not nrade investments in, conrpanies, finrrs, Limited Liability Partnerships, however company has granted unsecured loans to other parties, during the year, in respect of which;

(a) The Company has not provided loans or advances in the nature of loans enfifies during the year, exceeding the limits as prescribed under Section 186 of Conrpanies Act 2013.

(b) In our opini?n, there are no investments nrade and the terms and conditions of the grant of loans, during the year are prima facie, not prejudicial to the Company⁷s interest.

(c) Tire company has not granted any loans during the year.

(d) The loans granted by the Company which has fallen due during the year, has been renewed or extended however no fresh loans have been granted to settle the overdues of exis?ng loans given to the same parties.

(e) The Company has not granted loans or advances in tire nature of loans either repayable on denrand or without specifying any tenns or period of repayment during the year. Tire Company has not provided any guarantee or security.

iv. The Company has conrplied with tire provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted.

v. Tlie Company has not accepted any deposit or amounts which are deemed to be deposits. Henee, reporting under clause 3(v) of the Order is not applicable.

vi. The maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Henee, reporting under clause (vi) of the Order is not applicable to the Company.

vii. In respect of statutory dues:

(a) In our opini?n, tire Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Valu? Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. Hiere were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Valu? Added Tax, Cess and other material statutory dues in arrears as at 31st March 2024 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income-tax, sales- tax, Service tax, goods and Service tax, duty of customs, duty of excise and valu? added tax.

viii. There were no transactions relating to previously unrecorded income tliat have been surrendered or disclosed as income during the year in tlie tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix. (a) The Company has not defaulted in repayment of loans or other borrowings or in payment of interest thereon to any lender.

(b) The Company has not been declared willful defaulter by any bank or Financial institution or govemment or any govermnent authority.

(c) According to the explanations provided by the Company and overall examination of the Financial statements of the Company, the term loans were prima facie applied for the pmpose for which they were obtained.

(d) On an overall examination of the Financial statements of the Company, funds raised on short-tenn basis have, prima facie, not been used during the year for long-tenn purposes by the Company.

(e) On an overall examination of the Financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiarles.

(f) The Company has not raised any loans during the year and henee reporting on clause 3(ix)(f) of the Order is not applicable.

x. (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and henee reporting under clause 3(x)(a) of tire Order is not applicable.

(b) During tire year, tire Company has not nrade any preferential allotment or pr?vate placenrent of shares or convertible debentures (fully or partly or optionally) and henee reporting under clause 3(x)(b) of tire Order is not applicable.

xi. (a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the Companies Act has been ?led in Fornr ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Govemment, during tire year and up to tire date of this report.

(c) Tire Company has not received any whistle-blower complaints during the year.

xii. Tire Company is not a Nidlri Company and henee reporting under clause (xii) of tire Order is not applicable.

xiii. In our opini?n, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with tire related parties and tire details of related party transactions have been disclosed in tire Financial statements as required by tire applicable accounting standards.

xiv. (a) In our opini?n the Company the provisi?n with respect to intemal audit system commensurate with the size and the nature of its business are not applicable to the company.

(b) Intemal audit reports for the year under audit, is not applicable to the company.

xv. In our opini?n during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with its directors. and henee provisions of section 192 of tire Companies Act, 2013 are not applicable to tire Company.

xvi. (a) In our opini?n, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Henee, reporting under clause 3(xvi) (a), (b) and (c) of theOrder is not applicable.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance without activities a valid Certificate of Registration (COR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi) (b) of the order is not applicable.

(c) In our opini?n, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

(d) According to the infonnation and explanations provided to us during tire course of audit, tire Group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

xvii. Tire Company has not incurred cash losses during tire Financial year covered by our audit and the immediately preceding Financial year.

xviii. There has been no resignation of the statutory auditors of the Company during the year and there are no issues, objections or concerns raised by the outgoing auditor.

xix. On the basis of tire Financial ratios, ageing and expected dates of realization of Financial assets and paynrent of Financial liabilities, other infonnation accompanying the Financial statenrents and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of nreeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not anassurance as to the future viability of the Company. We further state that our reporting is based on the f acts up to the date of the audit report and we neither give any guarantee ?or any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. The same is not applicable to company.

xx. The Company is not statutorily required to spend amounts towards Corporate Social Responsibility (CSR) in pursuance of Section 135. Accordingly, reporting under clause 3(xx)(a) of tire Order is not applicable.

xxi). The reporting under clause 3(xxi) of tire Order is not applicable in respect of audit of Financial Statenrents. Accordingly, no comnrent in respect of the said clause has been included in this report apart from tire one that is mentioned in the previous clauses.

For, ABHISHEK KUMAR & ASSOCIATES

Chartered Accountants

Firnr Registration No.: 130052W

SD/-

CA ABIIISIIEK AGARWAL

Proprietor

Membership Number.: 132305

UDIN: 24132305BKEYWX7400

Date: 28.05.2024

Place: Ahmedabad

ANNEXURE - "B"

To tlie Independer? Auditors Report on Financial Statements of

SAI SWAMI METALS AND ALLOYS LIMITED

(Referred to in paragraph 2 (f) under "Report on Other Legal and Regulatory Requirements of our report of even date)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (I) OF SUB SECTTON 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the intemal Financial Controls over Financial reporting of SAI SWAMI METALS AND ALLOYS LIMITED ("tlie Company") as of 31st March, 2024 in conjunction with our audit of the Financial statements of the Company for the year ended on tliat date.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Companys management is responsible for establishing and maintaining intemal Financial Controls based on the internal control over Financial reporting criteria established by the Company considering tlie essential components of internal control stated in the Guidance Note on Audit of Intemal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities inelude the design, implementation and maintenance of adequate intemal Financial Controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, tlie accuracy and completeness of the accounting records, and the timely preparation of reliable Financial information, as required under the Companies Act, 2013.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opini?n on the Companys intemal Financial Controls over Financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Intemal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal Financial Controls, both applicable to an audit of Intemal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate intemal Financial Controls over Financial reporting was established and maintained and if such Controls operated effectively in all material respeets.

Our audit involves perfonning procedures to obtain audit evidence about the adequacy of the intemal Financial Controls system over Financial reporting and their operating effectiveness. Our audit of internal Financial Controls over Financial reporting included obtaining an understanding of intemal Financial Controls over Financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of intemal control based on the assessed risk. The procedures selected depend on the auditors judgment, including tire assessment of tire risks of material misstatement of the Financial statements, whether due to fraud or error.

We believe that the audit evidence we llave obtained is sufficient and appiopriate to provide a basis for our audit opini?n on the Company⁷s internal Financial Controls system over Financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A companys intemal Financial control over Financial reporting is a process designed to provide reasonable assurance regarding the reliability of Financial reporting and the preparation of Financial statements for extemal purposes in accordance with generally accepted accounting principies. A companys intemal Financial control over Financial reporting ineludes those policies and procedures that (1) pertain to the maintenance of records that, is reasonable, detailed, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial statements in accordance with generally accepted accounting principies, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Financial statements.

INHERENT LIMITATTONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of intemal financial Controls over Financial reporting, including the possibility of collusion or improper management override of Controls, material misstatements due to error or fraud may occur and not detected. Also, projections of any evaluation of tire intemal financial Controls over Financial reporting to future periods are subject to the risk that the internal Financial control over Financial reporting may become inadequate because of changes in conditions, or that tire degree of compliance with the policies or procedures may deteri?rate.

OPINION

In our opini?n, to the best of our infonnation and according to the explanation given to us, the Company has, in all material respects, an adequate intemal Financial Controls system over Financial reporting and such intemal Financial Controls over Financial reporting were operating effectively as at 31st March, 2024, based on the internal control over Financial reporting criteria established by the Company considering the essential components of intemal control stated in the Guidance Note on Audit of Infernal Financial Controls Over Financial Reporting issued by tire Institute of Chartered Accountants of India.

For, ABHISHEK KUMAR & ASSOCIATES

Chartered Accountants

(Registration Number: 130052W)

ABHISHEK AGRAWAL

Proprietor

Membership Number.: 132305

UDIN: - 24132305BKEYWX7400

DATE:- 28.05.2024

PLACE: - Ahmedabad