Sugs Lloyd Ltd Auditor Reports

Report on the audit of the financial statements

1. Opinion

We have audited the accompanying financial statements of SUGS LLOYD PRIVATE L!MITED("the Company"), 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 (Act) 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 Profitfor the year ended on that date.

2. 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 auditors 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.

3. 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, Key Audit Matters are not applicable to the Company as it is an unlisted company.

4. Information other than the financial statements and auditors report thereon

The Companys board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report, Business Responsibility Report but does not include the financial statements and our auditors 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.

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.

5. Managements responsibility for the financial statements

The Companys 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 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 Companys 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 Companys financial reporting process.

6. Auditors 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 auditors 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 (if applicable as per exemption to clause (i) of section 143(3) of the companies Act 2013, inserted vide notification dated 13.06.2017)\n 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 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 auditors 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.

7. Report on other legal and regulatory requirements

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 company doesnt have any branch office, the accounts of which have been audited by person other than companys auditor under section 143(8) of the Companies Act 2013. Hence, clause (c) of section 143(3) doesnt apply to the company.

d) The balance sheet and profit and loss account of the company dealt with in this report are in agreement with the books of account and returns;

e) 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, as amended from time to time;

f) Our observations or comments, if any, on the financial transactions or on matters which are have any adverse effect on the functioning of the company have been reported in Annexure - A enclosed to this report.

g) 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;

h) Our qualification, reservation or adverse remark, if any, relating to the maintenance of accounts and other matters connected therewith have been reported in Annexure - A enclosed to this report.

i) Since the Companys turnover as per last audited financial statements is less than Rs.50 Crores and its borrowings from banks and financial institutions at any time during the year is less than Rs.25 Crores, the Company is exempted from getting an audit opinion with respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls vide exemption to clause (i) of section 143(3) of the companies Act 2013, inserted vide notification dated 13.06.2017.

j) The Company being a private limited company, 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 respect of whether the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act is not applicable; and

k) 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 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. The company was not required to transfer any amount to the Investor Education and Protection Fund as required under section 125 of the Company Act 2013.

d. (i) The management has represented that, to the best of its knowledge and belief, other than as discussed in the notes to accounts, 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 person(s) or entities, including foreign entities ("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 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, other than as

disclosed in the notes to accounts, no funds have been received by the company from any person(s) or entities, including foreign entities ("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 behalf of the Funding Partner ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the ultimate beneficiaries; and

(iii) Based on such audit procedures that the auditor has considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that representations under sub clause (i) and (ii) contain any material mis-statement.

e. The company has not declared any dividend& paid during the year which services the compliance u/s 123 of Companies Act, 2013.

f. The company, in respect of the financial year 2022-23, has used accounting software, named Tally.ERP9, for maintaining its books of accounts, which was not having a feature of recording audit trail (edit log) facility, hence we are not able to express our opinion on the same.

Annexure "B" to the Independent Auditors Report w.r.t. Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 o

the Companies Act, 2013 , . ,

[Referred to in paragraph 7.1 under the heading Report on Other Legal and Regulatory Requirements

of our report of even date]

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

(B) The company doesnt have any intangible assets as on the date of the balance sheet. Hence the clause for maintenance of proper record showing full particulars of the Intangible Assets is not applicable to the company.

(b) As per the explanation given to us and evident from the documents available on record, the Property, Plant and Equipment have been physically verified by the management at reasonable intervals, and no material discrepancies were noticed during such verifications.

(c) The Company is not having any immovable property during the year.

(d) The company has not revalued any of the property, plant and equipment during the year.

(e) As per the explanation given to us and evident from the documents available on record, no proceedings have been initiated or are pending against the company for holding any benam, property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made

thereunder.

ii. (a) The company is rendering services in the field of works contract. Due to its nature of business the company doesnt hold any inventory, hence this clause in not applicable to the company.

(b) The company has availed working capital limits, outstanding amount is( Rs in Thousands) 83591/- as on 31^st March 2023 from banks or financial institutions on the basis of security of current

assets, during the year.

iii During the year, the company had not granted any secured or unsecured loan to any party

,1: As per the explanation given to us and based on the information and data provided for the purpose our audit, in respect of loans, investments, guarantees, and security, the provisions of section and 186 of the Companies Act 2013 have been duly complied with.

v The company has not accepted any deposits or amounts which are deemed to be deposits during the year for which directives issued by the Reserve Bank of India and the provisions of sections 73 to or any other relevant provisions of the Companies Act and the roles made thereunder are applicable. Hence this clause is not applicable to the company.

vi The maintenance of cost records has not been specified by the central government u/s 148(1) of the Companies Act 2013 for the company. Hence maintenance of such accounts and records was

required in the case of the company.

vii (a)The company is regular in depositing undisputed statutory dues including Goods and Services Tax provident fund employees state insurance, income-tax, sales-tax, service tax, duty of customs duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities and there were no outstanding dues for a period of over six months as on the last day of the financial ye .

(b) There were no disputed outstanding statutory dues for the financial year.

viii During the financial year the company has no transaction which was not recorded in the books of account that have been surrendered or disclosed as income during the year in the tax assessment 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 the payment of interest thereon, to any lender. The company has not availed any loan or other borrowings during the financial year.

(b) As per the explanations given to us, the company has not been declared wilful defaulter by any bank or financial institution or other lender.

(c) The company has not applied and/ or availed any terms loan during the year.

(d) During the year the company had not raised any funds on short term basis, except working capital

limits, outstanding amount is( Rs in Thousands) 83591/- as on 31^st March 2023.

(e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) During the year the company has not raised any loans on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. Hence this clause is not relevant in the case of the company.

(b) The company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.

xi (a) Based on the audit procedures followed by us and to the best of our knowledge and according to

the information and explanations given to us, no fraud by the Company or no fraud on the company

has been reported during the year.

(b) During the year no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADM as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(b) During the year no whistle blower complaints were received by the company.

xii. The Company is not a Nidhi Company and hence reporting under this clause of the Order is not applicable to the Company.

xiii The transactions with related parties have been duly disclosed in the financial statements of the company as required by the relevant Indian Accounting Standards and in our opinion and according The information and explanations given to us, such transactions are in compliance with section 177 and 188 of the Companies Act 2013.

xiv. (a) Based on the audit procedure followed by us, we are of opinion that the company has internal audit system which commensurate with the size and nature of its business.

(b) During the year, no internal audit was conducted by/ for the company.

x. During the year the company has not entered into any non-cash transactions with directors or persons connected with him as per the provisions of section 192 of the Companies Act 2013.

„i. (a) The company is not required to be registered u/s 45-IA of the Reserve Bank of Act, 1934 (2 of 1934).

(b) The company has not Non-Banking Financial or Housing Finance activities.

(c) The company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.

(c) Para 3(xvi)(d) of the Order is not applicable to the company; as reply to para 3(xvi)(c) is not affirmative.

xvii. The company has not incurred any cash loss during the financial year or in the immediately preceding financial year.

xviii. There has not been any resignation of the statutory auditors of the company during the financial year.

xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report and the company is capable of meeting 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.

xx. The provisions of section 135 relating to formation of corporate social responsibility committee and spent money as per section 135(5) are not applicable to the company as the company do not falls under criteria specified u/s 135(1) of the Companies Act 2013.

xxi. The reporting under Companies (Auditors Report) Order 2020 mentioned herewith as applicable to the company has been done and the observations and comments relating to relevant clause have been reported therein. However, no qualification or adverse remarks observed in this report.