To, The Board of Directors A-One Steels India Limited
A One House, No. 326,
CQAL Layout Ward No. 08, Sahakar Nagar, Bangalore, Karnataka 560 092, India
Dear Sirs,
1. We have examined the attached Restated Consolidated Financial Information of A-One Steel India Limited(Formerly known as A-One Steels India Private Limited and A-One Steels and Alloys Private Limited) ( hereunder referred as "Company", or "Issuer") and its subsidiaries(the
Company and its subsidiaries together referred to as the "Group"), comprising the Restated Consolidated Statementof Assets and Liabilities as at June 30, 2024, March 31, 2024, 2023, 2022 the Restated Consolidated Statement of Profit & Loss(including other comprehensive income), the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Cash Flow Statement for the three month period ended on June 30, 2024 and for the years ended March 31, 2024, 2023, 2022 ,the Summary statement of Material Accounting Policies and other explanatory Information (Collectively, the "Restated Consolidated Financial Information"), as approved by the Board of Directors of the company at their meeting held on December 23, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus("DRHP"), prepared by the Company in connection with its Proposed Initial Public Offer of Equity Shares (IPO) and prepared in terms of the requirement of:-
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the "Act"); b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") as amended (ICDR Regulations"); and c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India(ICAI"), as amended from time to time. ("The Guidance Note").
Managements Responsibility for the Restated Consolidated Financial Information
2. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the Draft Red Herring Prospectus/Prospectus to be filed with Securities and Exchange Board of India, BSE Limited, and Registrar of Companies, Karnataka at Bangalore in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Note 2(ii)(A) to the Restated Consolidated Financial Information. The respective Board of Directors of the companies included in the Group responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective Board of Directors of the companies included in the Group are also responsible for identifying and ensuring that the Company/Group complies with the Act, ICDR Regulations and the Guidance Note.
Auditors Responsibilities
Offices: Kolkata, Mumbai, Delhi, Chennai, Bangalore & Ahmedabad Network Locations: Hyderabad, Nagpur
3. We have examined such Restated Consolidated Financial Information taking into consideration:
a. The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated October 01, 2024 in connection with the proposed IPO of equity shares of the Company; b. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI; c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and d. The requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.
Restated Consolidated Financial Information as per audited consolidated financial statements:
4. These Restated Consolidated Financial Information have been compiled by the management of the Company from:
a. Audited special purpose consolidated interim financial statements of the Group as at and for the three month period ended June 30, 2024 prepared in accordance with Indian Accounting Standard(Ind AS) 34 "Interim Financial Reporting", specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India (the Special Purpose Consolidated Interim Financial Statements) except for presentation and disclosure requirement relevant for the comparative period has not been provided. The Special Purpose Consolidated Interim Financial Statements are prepared on the basis as described in Note 2(ii)(A) to the Restated Consolidated Financial Information, which have been approved by the board of directors at their meeting held on December 23,2024
b. Audited Consolidated financial statements of the Group as at and for the years ended March 31, 2024 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on September 03,2024.
c. Audited special purpose consolidated financial statements of the Group as at and for the years ended March 31, 2023 and March 31, 2022 prepared in accordance with the Ind AS specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India which have been approved by the Board of Directors at their meeting held on December 23, 2024 ("Special Purpose Consolidated Financial Statements"). The Special
Purpose Consolidated Financial Statements are prepared on the basis as described in Note 2(ii)(A) to the Restated Consolidated Financial Information, which have been approved by the Board of Directors at their meeting held on December 23, 2024;
The above Special purpose Consolidated financial statements have been prepared by the Company in connection with its proposed initial public offer of equity shares after giving effect of Scheme of Arrangement for amalgamation of A-One Steels India Private limited and Aaryan Hitech Steels India Private Limited ("Amalgamating Companies") with the
Company with effect from appointed date April 1,2021 as approved by Honorable National
Company Law Tribunal ("NCLT") vide its order dated November 22,2023.
Offices: Kolkata, Mumbai, Delhi, Chennai, Bangalore & Ahmedabad
Network Locations: Hyderabad, Nagpur
For the purpose of giving effect of the Scheme of Arrangement as stated above, reliance has been placed on the previously issued financial statements of the Amalgamating Companies for the year ended March 31, 2023 and March 31, 2022 prepared in accordance with the Accounting Standards as per Section 133 of the Act, 2013 which were audited by Mohan & Chandrasekar Chartered Accountants, and R Singhvi & Associates Chartered Accountants respectively.
The management of the Company has converted the financial statements of such amalgamating companies in conformity with accounting principles and accounting policies of the Company which are in accordance with IND AS as specified under Companies (Indian Accounting Standards) Rules, 2015 as amended. We have audited the conversion adjustments which has also been approved by the Companys Board of Directors at its meeting held on December 23, 2024.
5. For the purpose of our examination, we have relied on:
a. Auditors report issued by us dated December 23, 2024 on the Special Purpose Consolidated Interim Financial Statements of the Group as at and for the three-month period ended June 30,
2024 as referred in Paragraph 4 (a) above. The auditors report on the Special Purpose
Consolidated Interim Financial Statements of the Group as at and for the three-month period ended June 30, 2024 included the following Other Matter paragraph; (i) We did not audit the interim financial statements and other financial information, in respect of 1 subsidiary, whose interim financial statements include total assets of Rs. 2,865.74 Lakhs as on June 30, 2024, total revenues of Rs.2,085.57 Lakhs, Total comprehensive loss of Rs.17.97 Lakhs and net cash outflows of Rs.818.03 Lakhs for the period from April 1,2024 to June 30, 2024. These financial statement and other financial information have been audited by other auditor, which have been furnished to us by the management along with the Auditors Report thereon. Our opinion on the Special Purpose Consolidated Interim Financial Statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary is based solely on the report of such other auditor. b. Auditors reports issued by us dated 4th September 2024 on the consolidated financial statements of the Group as at for the year ended March 31, 2024 as referred in Paragraph 4(b) above. The auditors report on the Consolidated Financial Statements of the Group as at and for the year ended March 31, 2024 included the following Other Matter paragraph;
(i) We did not audit the financial statements and other financial information, in respect of 3 subsidiaries, whose financial statements include total assets of Rs.26,702.37 Lakhs as on 31st March 2024, total revenues of Rs.59,651.79 Lakhs, Total comprehensive loss of Rs. (660.13) Lakhs and net cash flows of Rs. 828.89 Lakhs for the year ended on that date. These financial statement and other financial information have been audited by other auditors, which have been furnished to us by the management along with the Auditors Report thereon. Our opinion on the Consolidated Financial
Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-sections (3) of Section 143 of the
Act, in so far as it relates to the aforesaid subsidiaries is based solely on the report(s) of such other auditors
(ii) The Consolidated comparative financial information of the group for the year ended March 31, 2023 prepared prior to effective date of the business combination of amalgamating entities under common control referred to in Note 58 of the financial statements were audited by the predecessor auditor (The reports of A-one Steels India Private Limited and Aaryan Hitech Steels Private Limited were dated 29th September 2023 and 27th September 2023 respectively, expressed an unmodified opinion).The previously issued financial information have been restated to comply with Ind AS 103 Appendix C for Business combinations of entities under common control and included in these financial statements as comparative financial information. The management has provided approved and adopted consolidated financial statements of amalgamated entity for the financial year 2021-22, 2022-23. The adjustments made to the previously issued financial information to comply with the said Ind AS have been audited by us.
Further ,the auditors report on the consolidated financial statements of the Group as at and for the year ended March 31, 2024 included under the Report on Other Legal and Regulatory Requirements (as referred in Note 72 of the Restated Consolidated Financial Information) as follows:
(i) 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 that the backup of the books of account and other relevant books and papers in electronic mode has been kept on servers physically located in India on a periodical/incremental basis and for the matters stated in the paragraph 1(h) below of the Companies (Audit and Auditors) Rules, 2014 as below: (ii) Based on our examination, which included test checks and that performed by the respective auditors of the subsidiaries, which are companies incorporated in India whose financial statements have been audited under the Act, the Parent Company, its subsidiaries, incorporated in India have used accounting software for maintaining books of account which have a feature of recording audit trail facility and that have operated throughout the year for all relevant transactions recorded in the software, except, where the accounting software did not have audit trail feature enabled throughout the year, in case of 3 units in parent company and in one subsidiary company c. Auditors report issued by us dated December 23, 2024 on the Special Purpose Consolidated Financial Statements of the Group as at and for year ended March 31, 2023 and March 31,2022 as referred in Paragraph 4 (c ) above. The auditors report on the Special Purpose Consolidated
Financial Statements of the Group as at and for the year ended March 31, 2023 and March 31,2022 included the following Other Matter paragraph (i) We did not audit the financial statements and other financial information, in respect of 3 subsidiaries, whose financial statements include total assets of Rs. 48,414.12 Lakhs as on 31st March 2023, total revenues of Rs. 81,750.38 Lakhs, net profits after tax of Rs. 996.83 Lakhs and net cash outflows of Rs. 2,444.80 Lakhs for the year ended on that date. These financial statements and other financial information have been audited by other auditors, which have been furnished to us by the management along with the Auditors Report thereon. Our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the report(s) of such other auditors. (ii) The accompanying Consolidated Financial Statements include unaudited financial statements and other unaudited financial information in respect of 1 subsidiary, whose financial statements and other financial information reflect total assets of Rs. 365.38 Lakhs as on 31st March 2023, total revenues of Rs. 3,349.66 Lakhs, net loss of Rs. 73.10 Lakhs and net cash inflows of Rs.31.72 Lakhs for the year ended on that date. These unaudited financial statements and other unaudited financial information have been furnished to us by the management. Our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiary, is based solely on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group. (iii) We did not audit the financial statements and other financial information, In respect of 3 subsidiaries, whose financial statements include total assets of Rs. 29,955.28 Lakhs as on 31st March 2022, total revenues of Rs. 55,477.88 Lakhs, net profits after tax of RS.2,023.75 Lakhs and net cash outflows of Rs. 106.94 Lakhs for the year ended on that date. These financial statement and other financial information have been audited by other auditors, which have been furnished to us by the management along with the Auditors Report thereon. Our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the report(s) of such other auditors. (iv) The accompanying Consolidated Financial Statements include unaudited financial statements and other unaudited financial information in respect of 1 subsidiary, whose financial statements and other financial information reflect total assets of Rs. 0.52 Lakhs as on March 2022, total revenues of Rs. Nil, net loss of Rs. 0.04 Lakhs and net cash inflows of Rs. 0.52 Lakhs for the year ended on that date. These unaudited financial statements and other unaudited financial information have been furnished to us by the management. Our opinion on the Consolidated Financial Statements. in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group.
(v) For the purpose of giving effect of the Scheme of Arrangement as stated above, we have relied on the previously issued financial statements of the Amalgamating Companies for the year ended 31 March 2023 prepared in accordance with the Accounting Standards as per Section 133 of the Act, 2013, which were audited by Mohan & Chandrasekhar, Chartered Accountants and R. Singhvi & Associates, Chartered Accountants, whose report dated September 29, 2023 and September 27, 2023 respectively expressed an unmodified opinion on those financial statements. The management of the Company has converted the financial statements of such amalgamating companies in conformity with accounting principles and accounting policies of the Holding Company which are in accordance with IND AS as specified under Companies (Indian Accounting Standards) Rules, 2015 as amended. We have audited the conversion adjustments which has also been approved by the Holding Companys Board of Directors at its meeting held on December 23, 2024.
For the purpose of giving effect of the Scheme of Arrangement as stated above, we have relied on the previously issued financial statements of the Amalgamating Companies for the year ended 31 March 2022 prepared in accordance with the Accounting Standards as per Section 133 of the Act, 2013, which were audited by Mohan & Chandrasekhar, Chartered Accountants and R. Singhvi & Associates, Chartered Accountants, whose report dated September 27, 2022 and September 27, 2022 respectively expressed an unmodified opinion on those financial statements. The management of the Company has converted the financial statements of such amalgamating companies in conformity with accounting principles and accounting policies of the Holding Company which are in accordance with IND AS as specified under Companies (Indian Accounting Standards) Rules, 2015 as amended. We have audited the conversion adjustments which has also been approved by the Holding Companys Board of Directors at its meeting held on December 23, 2024.
Our opinion on the special purpose Consolidated financial statements in so far it relates to the amounts included in the respect of these amalgamating companies is based solely on previously issued audited financial statements as stated above in para 4(c) which has been converted into Ind AS by the companys management and audited by us.
6. Based on our examination and according to the information and explanations given to us, we report that the Restated Consolidated Financial Information:
a) Have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31,2024 and March 31, 2023 and March 31, 2022, to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the three month period ended June 30, 2024, as more fully described in Note 72 to the restated consolidated financial information.
b) There are no qualifications in the auditors report issued on the special purpose consolidated interim financial statements as at and for the period ended June 30, 2024, audited consolidated financial statements of the Company as at and for the years ended March 31, 2024 and on the special purpose audited consolidated financial statements of the Comapny as at and for the financial years ended March 31, 2023 and March 31, 2022, which require any adjustments to the Restated Consolidated Financial Information. However, there were observations in CARO, 2020 and reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) which do not require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in Note 72 to the Restated Consolidated Financial Information; and c) Have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
7. We have not audited any financial statements of the Group as of any date or for any period subsequent to June 30, 2024. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group as of any date or for any period subsequent to June 30, 2024.
8. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose consolidated interim financial statements, audited consolidated financial statements and special purpose consolidated financial statements mentioned in paragraph [4] above.
9. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us/ any other Firm of Chartered Accountants, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
11. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with Securities and Exchange Board of India, BSE Limited and Registrar of Companies, Karnataka at Bangalore in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.
| For and behalf of |
| Singhi & Co |
| Chartered Accountants |
| FRN.302049E |
| Sd/- |
| CA Vijay Jain |
| Partner |
| Membership No.:077508 |
| UDIN: 24077508BKCRVN6100 |
| Place: Bengaluru |
| Date: December 23,2024 |
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