We have audited the standalone financial statements of STERLING GREENWOODS LIMITED (“the Company”),
which comprise the Balance Sheet as at 31st March 2025, and the statement of Profit and Loss, Cash
Flow Statement for the year then ended, 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, subject
to matters discussed in Basis for Qualified Opinion paragraph below the consequential impact, if any,
where of is not quantifiable, the aforesaid financial statements give the information required by the
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 31/03/2025, and its Loss and
other comprehensive income, changes in equity and cash flows for the year ended on that date.

Basis for Qualified Opinion

a. ) Based on our examination which included test checks, the company have used an accounting

software which has a feature of edit log facility which has been activated during the year
under audit but not fully implemented by the company in terms of maker checker control
mechanism.

b. ) Pursuant to section 143(3)(b) of the Companies Act,2013 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 matters stated in the paragraph (a) stated above in this section.

c. ) During the year under audit the Company has not ascertained the impairment of some of the

assets held at the Resort pursuant to the decision taken in the Board Meeting dated 9th
February,2024. This being technical in nature, the amount of impairment is not quantifiable.

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 standalone financial statements.

Emphasis of Matters

1) Regarding pending NCLT and other legal litigation by and against the Company, we draw attention
to Note No. 29.2 of the standalone financial statements, as informed and explained the matters are
subjudice and in absence of that, we are unable to opine in respect of financial or other impact
there on if any.

2) We draw attention that the Company has outstanding Goods and Services Tax (GST) liabilities
amounting to ¹ 16,20,000/- as on March 31, 2025. The said dues pertain to periods up to the
balance sheet date and are pending payment as on the date of this audit report. The management
has represented that it is in the process of reconciling and settling the outstanding amounts.

Our report is not modified in respect of these matters.

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. For each matter below, our description of how our audit
addressed the matter is provided in that context.

Other Information (or another title if appropriate, such as “Information Other than the Standalone
Financial Statements and Auditors’ Report Thereon”)

The Company’s management and Board of Directors are responsible for the other information. The
other information comprises the information included in the Company’s annual report, but does not
include the financial statements and our auditors’ report thereon.

Our opinion on the standalone 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 standalone 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 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 Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies
Act, 2013 with respect to the preparation of these standalone financial statements that give a true and
fair view of the financial position and 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 statements 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 SAs, we exercise professional judgment and maintain professional
scepticism 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 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.

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.

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 of India, in terms of sub section 11 of section 143 of the companies Act, 2013 in Our

opinion and according to the information and explanation given to us, the details of the said Order

specified in paragraph 3 and 4 of the order are given to the extent applicable in Annexure A to this

Report.

2. 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 except enablement of edit log feature
in accounting software pursuant to rule 3(1) of the Companies (Accounts) Rules, 2014.

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income),
the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are
in agreement with the books of account.

(d) 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.

(e) On the basis of the written representations received from the directors as on 31/03/2025
taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2025
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 over financial reporting of the
Company and the operating effectiveness of such controls, we give report of the same in
Annexure B to this Report.

(g) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company
w.e.f. April 1, 2023, based on our examination which included test checks, the company has
not used an accounting software for maintaining its books of accounts which has a feature
of recording audit trail (edit log) facility.

(h) 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: In our opinion and to the best of
our 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.

(i) 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:

i. The Company has disclosed the impact of pending litigations on its financial position in its
financial statements as stated in Note No. 29.1 and 29.2.

ii. 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.

iii. There has not been an occasion in case of the Company during the year under report to
transfer any sums to the Investor Education and Protection Fund by the Company. The
question of delay in transferring such sums does not arise.

iv a) The management has represented that to the best of its knowledge and belief, no

funds have been advanced or loaned 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:

i) Directly or indirectly lend or invest in other persons or entities identified

In any manner whatsoever (‘Ultimate Beneficiaries’) by or on behalf of the
Company or

ii) Provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries.

b) 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:

i) 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

ii) Provide any guarantee, security or the like from or on behalf of the Ultimate
Beneficiaries and

c) 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 made in sub clause iv (a) and iv (b) above contain any material
misstatement.

v According to the information and explanations given to us the Company has not declared or
paid dividend during the year.

FOR KEYUR BAVISHI & CO.
(Chartered Accountants)
F.R.N. : 131191W

(CA KEYUR D. BAVISHI)
Proprietor

Date : 06^th June,2025 M.No. : 136571

Place : Ahmedabad UDIN: 25136571BMHUZS3491