ON RESTATED CONSOLIDATED FINANCIAL STATEMENTS (As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies (Prospectus and Allotment of Securities) Rules, 2014)
To
The Board of Directors of Aegeus Technologies Limited
(Formerly known as Aegeus Technologies Private Limited)
Site No.105, Harapanahalli Village, Jigani Hobli Anekal Taluk, Bangalore-560105
Dear Sir(s)/ Madam(s),
Report on the Restated Consolidated Financial Statements
We, A G R A AND CO., Chartered Accountants, have examined the attached Restated Consolidated Financial Statements of "Aegeus Technologies Limited (Formerly Known as Aegeus Technologies Private Limited" (hereinafter referred to as "the Company" or "Holding Company"), comprising, the Restated Statement of Assets and Liabilities as at March 31, 2026, March 31, 2025 and March 31, 2024, the Restated Statements of Profit and Loss and the Restated Cash Flow Statement for the years ended at March 31, 2026, March 31, 2025 and March 31, 2024 the Statement of Significant Accounting Policies, the Notes and Annexures as forming part of these Restated Financial Statements (collectively, the "Restated Financial Statements"), as approved by the Board of Directors of the Company at their meeting for the purpose of inclusion in Draft Red Herring Prospectus ("DRHP")/Red Herring Prospectus/Prospectus prepared by the management of the Company in connection with its proposed SME Initial Public Offer of equity shares ("SME IPO") at SME Platform of Bombay Stock Exchange Limited ("BSE SME").
These restated financials statements have been prepared in terms of the requirements of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act"); b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, 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").
The Companys Board of Directors is responsible for the preparation of the Restated Financial Statements for the purpose of inclusion in the Draft Red Herring Prospectus/Red Herring Prospectus/ Prospectus to be filed with Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies, Bangalore in connection with the proposed SME IPO. The Restated Financial Statements has been prepared by the management of the Company on the basis of preparation stated in Basis of Preparation section of the Annexure D Summary of significant accounting policies and other explanatory information in the Restated Financial Statements. The Board of Directors responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statements. The Board of Directors is also responsible for identifying and ensuring that the Company complies with the Companies Act, (ICDR) Regulations and the Guidance Note.
We have examined such Restated Financial Statements taking into consideration:
a. The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 21st January, 2025 in connection with the proposed IPO 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 Financial Statements; 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.
These Restated Consolidated Financial Information have been compiled by the management from the Audited consolidated financial statements of the Group as of and for the years ended 31 March 2026 and audited standalone financial statements of the Company as of and for the years ended, 31 March 2024 and 31 March 2023 prepared in accordance with the with the Accounting Standards (AS) notified under Section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021 as amended and other accounting principles generally accepted in India which have been approved by the Board of Directors of the Holding Company at their meetings held on 10 July 2026, 3 September 2025 and 20 July 2024, respectively.
For the purpose of our examination, we have relied on:
a. Auditors reports issued by us dated 10 July 2026 and 3 September 2025 on the audited consolidated financial statements of the Group as of and for the years ended 31 March 2026 and audited standalone financial statements of the Company as of and for the year ended 31 March 2025, respectively as referred in Paragraph above.
b. Auditors report issued by the Rakchamps & Co. LLP (the "Predecessor Auditors") 20 July 2024 on the audited financial statements of the Company as of and for the year ended 31 March 2024, as referred in Paragraph above. The audit for the financial year ended 31 March 2024 was conducted by the Companys Predecessor Auditors, and accordingly reliance has been placed on the report issued by them. However, for the reports issued by us in relation to Financial Statements for the year ended March 31, 2025, an Emphasis of Matter paragraph has been included to the effect that for the year ended March 31, 2025, the company needs to strengthen its documentation of Loans and Borrowings and Term Deposits.
In relation to above matters, there were no changes that were required to be made in the financial information included in the Restated Consolidated Financial Statement. Our opinion is not qualified in regards to this matter.
Other Matter
We did not audit the financial statements of the foreign subsidiary, whose financial statements reflect total assets of INR 60.36 Lakhs as at March 31, 2026, net loss of INR 71.70 Lakhs and net cash flows amounting to INR 1.63 Lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements are unaudited and have been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the aforesaid subsidiaries, is based solely on such unaudited financial statements. In our opinion and according to the information and explanations given to us by the management, these financial statements are not material to the Group.
Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the audit report submitted by the Previous Auditors for the respective year, we report that the Restated Financial Statements have been made after incorporating:
a. Adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the period ended March 31, 2026, March 31, 2025 and March 31, 2024 to reflect the same accounting treatment as per the accounting policies and grouping /classifications followed as at and for the year ended March 31, 2026;
b. Adjustments for prior period and other material amounts in the respective financial years to which they relate.
c. There are no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments;
d. There are no audit qualifications, in the Audit Reports issued by the Statutory Auditors for the period ended March 31, 2026, March 31, 2025 and 2024 which would require adjustments in this Restated Financial Statements of the Company.
e. These Profits and Losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices and Notes to Restated Summary Statements as set out in Annexures A through M to this report.
f. There was no change in accounting policies, which needs to be adjusted in the Restated Financial Statements or Restated Summary Financial Statement.
g. The Company has not paid any dividend since its incorporation.
h. Have been prepared in accordance with the Act, the ICDR Regulations and the Guidance Note.
In accordance with the requirements of Part I of Chapter III of Act including rules made therein, ICDR Regulations, Guidance Note and Engagement Letter, we report that:
a. The "Restated Statement of Asset and Liabilities" of the Company as at March 31, 2026, March 31, 2025 and March 31, 2024 examined by us, as set out in Annexure A to this report read with Corporate Information, Basis of Preparation & Summary of Significant Accounting Policies in Annexure D has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.
b. The "Restated Statement of Profit and Loss" of the Company for the financial period/year ended as at March 31, 2026, March 31, 2025 and March 31, 2024 examined by us, as set out in Annexure B to this report read with Corporate Information, Basis of Preparation & Summary of Significant Accounting Policies in Annexure D has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.
c. The "Restated Statement of Cash Flows" of the Company for the financial period/year ended as at March 31, 2026, March 31, 2025 and March 31, 2024 examined by us, as set out in Annexure C to this report read with Corporate Information, Basis of Preparation & Summary of Significant Accounting Policies in Annexure D has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to restated summary statements to this report.
We have also examined the following Notes to the Restated Financial Statements of the Company set out in the Annexures A through M; prepared by the management and approved by the Board of Directors for the years ended March 31, 2026, 2025 and 2024. The details are provided below:
| Annexure A | Restated Statement of Assets and Liabilities |
| Annexure A.1 | Details of Statement of Share Capital as Restated |
| Annexure A.2 | Details of Statement of Reserves and Surplus as Restated |
| Annexure A.3 | Details of Statement of Long-term Borrowings as Restated |
| Annexure A.4 | Details of Long-term Provisions as Restated |
| Annexure A.5 | Details of Short-term Borrowings as Restated |
| Annexure A.6 | Details of Trade Payables as Restated |
| Annexure A.7 | Details of Other Current Liabilities as Restated |
| Annexure A.8 | Details of Short-term Provisions as Restated |
| Annexure A.9 | Details of Property Plant and Equipment as Restated |
| Annexure A.10 | Details of Intangible assets and Intangible Assets under Development as Restated |
| Annexure A.11 | Details of Deferred Tax Assets as Restated |
| Annexure A.12 | Details of Other Non-current Assets as Restated |
| Annexure A.13 | Details of Inventory as Restated |
| Annexure A.14 | Details of Trade Receivables as Restated |
| Annexure A.15 | Details of Cash and Cash Equivalents as Restated |
| Annexure A.16 | Details of Other Current Assets as Restated |
| Annexure B | Restated Statement of Profit and Loss |
| Annexure B.1 | Details of Revenue from Operations as Restated |
| Annexure B.2 | Details of Other Income as Restated |
| Annexure B.3 | Details of Cost of Materials Consumed as Restated |
| Annexure B.4 | Details of Changes in Inventory as Restated |
| Annexure B.5 | Details of Employee Benefit Expenses as Restated |
| Annexure B.6 | Details of Finance Cost as Restated |
| Annexure B.7 | Details of Depreciation and Amortization as Restated |
| Annexure B.8 | Details of Other Expenses as Restated |
| Annexure C | Restated Statement of Cash Flows |
| Annexure D | Summary of Significant Accounting Policies and Other Explanatory Information |
| Annexure E | Statement of Material Adjustments to the Restated Financial Statements |
| Annexure F | Statement of Tax Shelters |
| Annexure G | Restated Statement of Capitalisation |
| Annexure H | Restated Statement of Contingent Liabilities |
| Annexure I | Restated Statement of Earnings Per Share |
| Annexure J | Restated Statement of Related Party Disclosures |
| Annexure K | Statement of Provision for Gratuity as Restated |
| Annexure L | Statement of Ratios as Restated |
| Annexure M | General Notes to Accounts |
We, A G R A AND CO, Chartered Accountants (Peer Review Certificate No: 020072) have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and holds the peer review certificate dated February 5, 2025 valid till February 29, 2028.
The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other Firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.
We have no responsibility to update our report for events and circumstances occurring after the date of the report.
Disclaimer:
Our report is intended solely for use of the Board of Directors for inclusion in the / Draft Red Herring
Prospectus ("DRHP")/Red Herring Prospectus/Prospectus to be filed with Securities and Exchange Board of India ("SEBI"), the relevant stock exchange ("BSE SME") and Registrar of Companies, Bangalore ("ROC") in connection with the proposed SME 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 on behalf of |
A G R A AND Co. |
| Chartered Accountants |
| Firms registration number: 030057C |
| Peer Review Certificate No: 020072 |
Sd/- |
| Faizan Ali Khan, |
| Partner |
| Membership No.: 546656 |
| Date: July 13, 2026 |
| Place: Bangalore, Karnataka |
| UDIN No.: 26546656RKPMQX4178 |
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