1. We have audited the accompanying standalone financial
statements of Sterling Tools Limited ('the Company'), which
comprise the Standalone Balance Sheet as at 31 March
2025, the Standalone Statement of Profit and Loss (including
Other Comprehensive Income), the Standalone Statement
of Cash Flow and the Standalone Statement of Changes in
Equity for the year then ended, and notes to the standalone
financial statements, including material accounting policy
information and other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ('the Act') in the manner
so required and give a true and fair view in conformity with
the Indian Accounting Standards ('Ind AS') specified under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 and other accounting
principles generally accepted in India, of the state of
affairs of the Company as at 31 March 2025, and its profit
(including other comprehensive income), its cash flows and
the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards
on Auditing specified under section 143(10) of the Act.
Our responsibilities under those standards are further
described in the Auditor's Responsibilities for the Audit of the
Standalone 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 ('ICAI') together with the ethical requirements that are
relevant to our audit of the standalone 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.

Key Audit Matter

4. 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.

5. We have determined the matter described below to be the
key audit matter to be communicated in our report.

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

6. The Company's Board of Directors are responsible for
the other information. The other information comprises
the information included in the Board's Report, Corporate
Governance Report and Management Discussion and
Analysis, but does not include the standalone financial
statements and our auditor's report thereon. The Annual
Report is expected to be made available to us after the date
of this auditor's report.

Our opinion on the standalone financial statements does
not cover the other information and we will not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated.

When we read the other information, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements

7. The accompanying standalone financial statements have
been approved by the Company's Board of Directors. The
Company's Board of Directors are responsible for the
matters stated in section 134(5) of the Act with respect
to the preparation and presentation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS specified
under section 133 of the Act and other accounting principles
generally accepted in India. 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 statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board
of Directors 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 the Board
of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about
whether the standalone 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 Standards on Auditing 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 standalone financial statements.

11. As part of an audit in accordance with Standards on
Auditing, specified under section 143(10) of the Act we
exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone 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 expressing
our opinion on whether the Company has adequate
internal financial controls with reference to financial
statements 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 Board of Directors'
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 standalone 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; and

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

12. 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.

13. 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.

14. From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone 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

15. The comparative financial information presented in the
accompanying standalone financial statements includes
financial information of Haryana Ispat Private Limited
('erstwhile wholly owned subsidiary') (hereinafter referred
to as "Transferor Company”) for the year ended 31 March
2024, pursuant to the scheme of amalgamation between
the Company and Transferor Company as explained in note
52 to the accompanying standalone financial statements.
The financial information of the Transferor Company for the
year ended 31 March 2024 has been audited by another firm
of Chartered Accountants, M/s S.R. Dinodia & Co. LLP, who
had expressed an unmodified opinion on those financial
statements vide their audit report dated 30 April 2024.

The aforesaid financial information has been furnished to us
by the management and our opinion, in so far as it relates to
the amounts and disclosures included in respect of aforesaid
Transferor Company for year ended 31 March 2024, is based
solely on the audit report of such other auditors which has
been relied upon by us for the purpose of our audit of the
accompanying standalone financial statements.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

16. As required by section 197(16) of the Act, based on our
audit, we report that the Company has paid remuneration
to its directors during the year in accordance with the
provisions of and limits laid down under section 197 read
with Schedule V to the Act.

17. As required by the Companies (Auditor's Report) Order, 2020
('the Order') issued by the Central Government of India in
terms of section 143(11) of the Act we give in the Annexure
I a statement on the matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.

18. Further to our comments in Annexure I , as required by
section 143(3) of the Act based on our audit, we report, to
the extent applicable, 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 purpose of our audit of
the accompanying standalone financial statements;

b) Except for the matters stated in paragraph 18(h)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended), 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 standalone financial statements dealt with by this
report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;

e) On the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified as on
31 March 2025 from being appointed as a director in
terms of section 164(2) of the Act;

f) The qualification relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph18(b) above on reporting under
section 143(3)(b) of the Act and paragraph 18(h)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company as on 31 March 2025 and the operating
effectiveness of such controls, refer to our separate
report in Annexure II wherein we have expressed an
unmodified opinion; and

h) 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 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company, as detailed in note 41(B)(I) to the
standalone financial statements, has disclosed
the impact of pending litigations on its financial
position as at 31 March 2025;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable losses
as at 31 March 2025;

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company
during the year ended 31 March 2025;

iv. a. The management has represented that,

to the best of its knowledge and belief, as
disclosed in note 54(vi) to the standalone
financial statements, no funds have been
advanced or loaned or invested (either from
borrowed funds or securities premium
or any other sources or kind of funds)
by the Company to or in any person(s) or
entity(ies), including foreign entities ('the
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
('the Ultimate Beneficiaries') or provide any
guarantee, security or the like on behalf
the Ultimate Beneficiaries;

b. The management has represented that,
to the best of its knowledge and belief,as
disclosed in note 54(vii) to the standalone
financial statements, no funds have
been received by the Company from any
person(s) or entity(ies), including foreign
entities ('the 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; and

c. Based on such audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come
to our notice that has caused us to believe
that the management representations
under sub-clauses (iv)(a) and (iv)(b) above
contain any material misstatement.

v. The final dividend paid by the Company during
the year ended 31 March 2025 in respect of
such dividend declared for the previous year is
in accordance with section 123 of the Act to the
extent it applies to payment of dividend. As stated
in note 50 to the accompanying standalone
financial statements, the Board of Directors of
the Company have proposed final dividend for
the year ended 31 March 2025 which is subject
to the approval of the members at the ensuing
Annual General Meeting. The dividend declared is
in accordance with section 123 of the Act to the
extent it applies to declaration of dividend.

vi. As stated in Note 53 to the standalone financial
statements and based on our examination
which included test checks, except for matters
mentioned below, the Company, in respect of
financial year commencing on 1 April 2024,
has used accounting software for maintaining
its books of account which have a feature of
recording audit trail (edit log) facility and the

same have been operated throughout the year for all relevant transactions recorded in the software. Further, during
the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the
consequential impact of the exceptions given below. Furthermore, except for matters mentioned below the audit trail
has been preserved by the Company as per the statutory requirements for record retention.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm's Registration No.: 001076N/N500013

Ashish Gera

Partner

Place: Faridabad Membership No.: 508685

Date: 13 May 2025 UDIN: 25508685BMIJJP8503