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SP Refractories Ltd.

BSE: 535436 Sector: Engineering
NSE: SPRL ISIN Code: INE0JW501011
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SP Refractories Ltd. (SPRL) - Auditors Report

Company auditors report

FINANCIAL STATEMENTS

To

The Board of Directors SP Refractories Limited

M- 10 M-11-1 M-11-2 MIDC Hingna Nagpur-440016

Dear Sir/Ma'am

1. We have examined the attached Restated Financial Statement along with thesignificant accounting policies and related notes of SP Refractories Limited (the'Company') as at and for the period ended on September 30 2021 and for the financialyears ended on March 31 2021 2020 and 2019 annexed to this report and prepared by theCompany for the purpose of inclusion in the Draft Prospectus / Prospectus (beingcollectively referred as "Offer Document") in connection with its proposedInitial Public Offer ("IPO") on the Emerge Platform of the NSE Limited("NSE Emerge").

2. The said Restated Financial Statements and other Financial Information have beenprepared in accordance with the requirements of: i) Section 26 of Part I of Chapter III tothe Companies Act 2013("the Act") read with Companies (Prospectus and Allotmentof Securities) Rules 2014;

ii) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018 ("ICDR Regulations") issued by the Securities andExchange Board of India ("SEBI") in pursuance to Section 11 of the Securitiesand Exchange Board of India Act 1992 and related amendments / clarifications from time totime;

iii) The terms of reference to our engagements with the Company requesting us to carryout the assignment in connection with the Offer Document being issued by the Company forits proposed IPO of equity shares on Emerge Platform of the NSE Limited ("NSEEmerge").; and

iv) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by theInstitute of Chartered Accountants of India ("Guidance Note").

3. We have examined the accompanied ‘Restated Statement of Profit and Loss' (Annexure– II) for the six months period ended September 30 2021 and for the financialyears ended on March 31 2021 2020 and 2019 and the ‘Restated Statement of Assetsand Liabilities' (Annexure-I) as on those dates forming Part of the‘Financial Information' dealt with by this Report detailed below. Both read togetherwith the Significant Accounting Policies and Notes to Accounts (Annexure – IV& V) thereon which are the responsibility of the Company's management. Theinformation has been extracted from the financial statements for the six months periodended September 30 2021 and the financial years ended on March 31 2021 2020 and 2019.The Financial Statements for the six months period ended on September 30 2021 was auditedby us M/s. Zoeb Anwar & Co.. Chartered Accountant being the then Statutory Auditorof the Company for the respective period/ years which are all approved by the Board ofDirectors as on that date and upon which we have placed our reliance while reporting. TheFinancial Statements for the year ended March 31 2021 and March 31 2020 and March 312019 was audited by Sanjay Chindaliya & Co Chartered Accountant being the thenStatutory Auditor of the Company which are all approved by the Board of Directors as onthat date and upon which we have placed our reliance while reporting.

4. In terms of Schedule VI (Part A) (11) (II) (i) of the SEBI (ICDR) Regulations 2018and other provisions relating to accounts of SP Refractories Limited we M/s. Zoeb Anwar& Co Chartered Accountants have been subjected to the peer review process of theInstitute of Chartered Accountants of India (ICAI) and hold a valid certificate issued bythe Peer Review Board of the ICAI.

5. Based on our examination we further report that:

a. The "Restated Summary Statement of Assets and Liabilities" as set out in AnnexureI to this report of the

Company as at September 30 2021 and March 31 2021 2020 and 2019 is prepared by theCompany and approved by the Board of Directors. These Restated Summary Statement of Assetsand Liabilities have been arrived at after making such adjustments and regroupings to thefinancial statements of the Company as in our opinion were appropriate and more fullydescribed in Significant Accounting Policies and Notes to Accounts as set out in AnnexureIV & V to this Report.

b. The "Restated Summary Statement of Profit and Loss" as set out in AnnexureII to this report of the Company for the period ended on September 30 2021 and forthe financial years ended on March 31 2021 2020 and 2019 is prepared by the Company andapproved by the Board of Directors. These Restated Summary Statement of Profit and Losshave been arrived at after making such adjustments and regroupings to the financialstatements of the Company as in our opinion were appropriate and more fully described inSignificant Accounting Policies and Notes to Accounts as set out in Annexure IV & Vto this Report.

c. The "Restated Summary Statement of Cash Flow" as set out in AnnexureIII to this report of the Company for the period ended on September 30 2021 and forthe financial years ended on March 31 2021 2020 and 2019 is prepared by the Company andapproved by the Board of Directors. These Statement of Cash Flow as restated have beenarrived at after making such adjustments and regroupings to the financial statements ofthe Company as in our opinion were appropriate and more fully described in SignificantAccounting Policies and Notes to Accounts as set out in Annexure IV & V to thisReport.

d. The Restated Financial Statements have been made after incorporating adjustmentsfor:

i. The changes if any in accounting policies retrospectively in respective financialyears to reflect the same accounting treatment as per the changed accounting policy forall the reporting period /years. ii. Prior period and other material amount in therespective financial years to which they relate. iii. Extra-ordinary items that need to bedisclosed separately in the accounts requiring adjustments.

Which are stated in the Notes to Accounts as set out in Annexure V?

e. There were no qualifications in the Audit Reports issued by Statutory Auditor(s) forthe financial period ended on September 30 2021 and for the financial years ended onMarch 31 2021 2020 and 2019 which would require adjustments in this Restated FinancialStatements of the Company.

6. At the request of the company we have also examined the following financialinformation ("Other Financial Information") proposed to be included in the offerdocument prepared by the management and approved by the board of directors of the companyand annexed to this report:

Annexure of Restated Financial Statements of the Company:- i. Schedule Of ShareCapital As Restated (Annexure VI)

ii. Schedule Of Reserves And Surplus As Restated(Annexure VII)

iii. Schedule Of Long Term Borrowings As Restated (Annexure VIII)

iv. Schedule Of Short term Borrowings As Restated (Annexure IX)

v. Schedule Of Trade Payables As Restated (Annexure X)

vi. Schedule Of Other Current Liabilities As Restated(Annexure XI)

vii. Statement Of Fixed Assets As Restated(Annexure XII)

viii. Schedule Of Long Term Loans And Advances As Restated(Annexure XIII)

ix. Schedule Of Trade Receivables As Restated (Annexure XIV)

x. Schedule Of Cash And Cash Equivalents As Restated (Annexure XV) xi. Schedule OfShort Term Loans And Advances As Restated (Annexure XVI)

xii. Schedule Other Current Assets As Restated (Annexure XVII) xiii. Schedule OfRevenue As Restated (Annexure XVIII) xiv. Schedule Of Other Income As Restated (AnnexureXIX)

xv. Schedule Of Statement Of Cost Of Material Consumed As Restated (Annexure XX)

xvi. Schedule Of Employee Benefit Expenses As Restated (Annexure XXI)

xvii. Schedule Of Finance Cost As Restated (Annexure XXII)

xviii. Schedule Of Depreciation And Amortization As Restated (Annexure XXIII)

xix. Schedule Of Dividend Declared As Restated (Annexure XXIV)

xx. Schedule Of Contingent Liability As Restated(Annexure XXV)

xxi. Schedule Of Related Party Transactions As Restated (Annexure XXVI)

xxii. Statement Of Tax Shelter (Annexure XXVII)

xxiii. Statement Of Accounting Ratios As Restated (Annexure XXVIII)

xxiv. Statement Of Capitalization As Restated (Annexure XXIX)

7. In our opinion the Restated Financial Statements and the other FinancialInformation set forth in Annexure I to XXIV read with the significant accounting policiesand notes to the restated financial statements have been prepared in accordance withsection 26 of Companies Act 2013 and the SEBI Regulations and the Guidance Note on thereports in Company Prospectus (Revised 2019) issued by the Institute of CharteredAccountants of India (ICAI).

Consequently the financial information has been prepared after making such regroupingsand adjustments as were in our opinion considered appropriate to comply with the same.As a result of these regrouping and adjustments the amount reported in the financialinformation may not necessarily be the same as those appearing in the respective auditedfinancial statements for the relevant years.

8. This report should not in any way be construed as a re-issuance or re-dating of anyof the previous audit reports issued by any other Firm of Chartered Accountants nor shouldthis report be construed as a new opinion on any of the financial statements referred totherein.

9. We have no responsibility to update our report for events and circumstancesoccurring after the date of the report.

10. This report is intended solely for your information and for inclusion in the Offerdocument in connection with the Company's proposed IPO of equity shares and is not to beused referred to or distributed for any other purpose without our prior written consent.

For M/s. Zoeb Anwar & Co
Chartered Accountants
FRN: 116532W
Zoeb I. Anwar
(Proprietor)
Membership No: 101496
Place: Nagpur
Date: December 09 2021
UDIN: 21I01496AAAAJA4830

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