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Agarwal Toughened Glass India Ltd Auditor Reports

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Agarwal Toughened Glass India Ltd Share Price Auditors Report

for the Restated Financial Statements of Agarwal Toughened Glass India Limited (Formerly known as Agarwal Toughened Glass India Private Limited)

To,
The Board of Directors,
Agarwal Toughened Glass India Limited
F-2264, RIICO Industrial Area,
Ramchandrapura, Sitapura (Ext.),
Jaipur - 302022,
Rajasthan, India

Sub: Proposed Public Issue of upto 57,99,600 equity shares of face value of Rs. 10.00 each for cash at a price of Rs. [ ] (Including Share Premium of Rs [ ] per Equity Share) per Equity Share aggregating Rs. [ ] through the book building process.

Dear Sirs,

1) We have examined the attached Restated Summary Statements and Other Financial Information of Agarwal Toughened Glass India Limited (hereinafter referred to as “the Company”) described below and annexed to this report for the period ending as on September 30, 2024 and financial year ended on March 31, 2024, 2023 and 2022 based on the audited financial statements of the Company(collectively referred to as the

“Restated Summary Statements” or “Restated Financial Statements”) of the Company as duly approved by the Board of Directors of the Company.

2) The said Restated Financial Statements and other Financial Information have been examined and prepared for the purpose of inclusion in the Red Herring Prospectus / Prospectus (collectively hereinafter referred to as “Offer Document”) in connection with the proposed Initial Public Offering (IPO) of the company taking into consideration the followings and in accordance with the following requirements of:

Section 26 of Part I of Chapter III to the Companies Act, 2013 (“the Act”) read with Companies (Prospectus and Allotment of Securities) Rules 2014, as amended from time to time;

The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements Regulations), 2018 (the ‘SEBI ICDR Regulations) as amended from time to time in pursuance of Section 11 of the Securities and Exchange Board of India Act,1992;

The Guidance Note on Reports in Company Prospectus / Prospectus (Revised) issued by the Institute of Chartered Accountants of India (“ICAI”) (“Guidance Note”);

The applicable regulation of SEBI (ICDR) Regulations, 2018, as amended, and as per Schedule VI (Part A) (11) (II) of the said Regulations; and

The terms of reference to our engagement letter with the company dated March 28, 2023, requesting us to carry out the assignment, in connection with the proposed Initial Public Offering of equity shares on the Stock Exchange. In this case the Designated Stock Exchange being EMERGE platform of NSE

(“IPO” or “SME IPO”).

3) These Restated Consolidated Financial Information (included in Annexure I to XLI) have been extracted by the Management of the Company from:

The Companys Financial Statements for the period ended as on 30 September 2024 and financial year ended on March 31, 2024, 2023 and 2022 which have been approved by the Board of Directors/Shareholders at their meeting held on November 11, 2024, July 12, 2024, September 01, 2023 and September 02, 2022 respectively and books of accounts underlying those financial statements and other records of the Company, to the extent considered necessary for the preparation of the Restated Financial Statements, are the responsibility of the Companys Management. The Financial Statement of the Company has been audited by M/s. Jethani And

Associates, Chartered Accountants and period ending as on 30 Sep 2024 and financial year ended March 31, 2024, 2023 and 2022 have been audited by M/s Jethani And Associates, Chartered Accountants, Jethani And Associates, Chartered Accountants and Mr. Harish Sharma, Chartered Accountants respectively as sole statutory auditors and had issued unqualified reports for these years.

4) In accordance with the requirement of Section 26 of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules 2014, the SEBI Regulations, the Guidance Note, as amended from time to time and in terms of our engagement agreed with you, we further report that:

5) The Restated Statement of Assets and Liabilities for the period ended as on September 30, 2024 and financial year ended on March 31, 2024, 2023 and 2022, examined by us, as set out in Annexures to this report, is prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Assets and Liabilities have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexures to this Report.

(a) The Restated Statement of Profit and Loss of the Company for the period ended as on September 30, 2024 and financial year ended on March 31, 2024, 2023 and 2022, examined by us, as set out in Annexures to this report, is prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexures to this Report.

(b) The Restated Statement of Cash Flows of the Company for the period ended as on September 30, 2024 and financial year ended on March 31, 2024, 2023 and 2022, examined by us, as set out inAnnexures to this report, is prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Cash Flows have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexures to this Report.

As a result of these adjustments, the amounts reported in the above-mentioned statements are not necessarily the same as those appearing in the audited financial statements of the Company for the relevant financial years.

6) Emphasis of Matters: After the AGM of year ended on 31 Mar 2023, The Company by passing Board resolution dated October 28, 2023, and further by obtaining approval at the Extra Ordinary General Meeting held on October 30, 2023, has made Further Allotment of 71,25,000 Equity Shares of Face Value of Rs. 10/- each fully paid equity shares as Bonus Issue to its existing shareholders of the company in the ratio of 3:2 (on the basis of Fresh Three Equity Shares to be allotted to existing Two Equity Shares held by shareholders) by utilizing a sum of Rs. 7,12,50,000/- out of free reserves.

7) Based on the above, as per the reliance placed by us on the audited financial statements of the Company and report thereon given by the Statutory Auditor of the Company for the period ended on September 30, 2024 and financial year ended on March 31, 2024, 2023 and 2022 and to the best of our information and according to the explanation given to us, we are of the opinion that Restated Financial Statement:

(a) have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policies for all the reporting periods based on the significant accounting policies adopted by the Company.

(b) have been made after incorporating adjustments for prior period and other material amounts, if any, in the respective financial years to which they relate to;

(c) Do not contain any extra ordinary items that need to be disclosed separately other than those presented in the Restated Financial Statement and do not contain any qualification requiring adjustments;

(d) There are no qualifications in the Audit Reports issued by the Statutory Auditors for the period ended on September 30, 2024 and the financial year ended on March 31, 2024, 2023 and 2022, which would require adjustments in this Restated Financial Statements of the Company.

(e) 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 Accounts as set out in Annexure IV (1) & IV (2) to this report;

(f) Adjustments in Restated Summary Statements have been made in accordance with the correct accounting policies,

(g) There was no change in accounting policies, which needs to be adjusted in the Restated Summary Statements;

(h) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements;

(i) The Company has not paid any dividend since its incorporation.

8) We have also examined the following other Restated Financial Information as set out in the respective Annexures to this report and forming part of the Restated Financial Statement, prepared by the management of the Company and approved by the Board of Directors/shareholders on Nov 11, 2024 relating to the company for the period ending on September 30, 2024 and the financial year ended March 31, 2024, 2023 and 2022 proposed to be included in the (“Offer Document”) for the proposed IPO:

1. Statement of Share Capital, as restated in Annexure - V to this report.

2. Statement of Reserves & Surplus, as restated in Annexure VI to this report.

3. Statement of Long-Term Borrowings as restated in Annexure - VII to this report.

4. Statement of Long-Term Provisions as restated in Annexure - VIII to this report.

5. Statement of Other Non-Current Liabilities as restated in Annexure - IX to this report.

6. Statement of Short-Term Borrowings as restated in Annexure - X to this report.

7. Statement of Trade Payables as restated in Annexure XI to this report.

8. Statement of Other Current Liabilities as restated in Annexure - XII to this report.

9. Statement of Short-Term Provisions as restated in Annexure - XIII to this report.

10. Statement of Fixed Assets as restated in Annexure - XIV to this report. 11. Statement of Capital Work in progress as restated in Annexure - XV to this report. 12. Statement of Deferred Tax Asset (Net) as restated in Annexure - XVI to this report. 13. Statement of Long-Term Loans and Advances as restated in Annexure - XVII to this report. 14. Statement of Other Non-Current Assets as restated in Annexure - XVIII to this report. 15. Statement of Inventories as restated in Annexure - XIX to this report.

16. Statement of Trade Receivables as restated in Annexure - XX to this report.

17. Statement of Cash and Cash Equivalents as restated in Annexure - XXI to this report.

18. Statement of Short-Term Loans & Advances as restated in Annexure - XXII to this report 19. Statement of Other Current Assets as restated in Annexure - XXIII to this report. 20. Statement of Revenue from Operations as restated in Annexure - XXIV to this report. 21. Statement of Other Income as restated in Annexure - XXV to this report.

22. Statement of Cost of Raw Material Consumed as restated in Annexure - XXVI to this report.

23. Statement of Direct Expenses as restated in Annexure - XXVII to this report.

24. Statement of Changes in Inventories of Finished Goods as restated in Annexure - XXVIII to this report.

25. Statement of Employee Benefit Expenses restated in Annexure - XXIX to this report.

26. Statement of Finance Costs as restated in Annexure - XXX to this report.

27. Statement of Depreciation and Amortization Expenses as restated in Annexure - XXXI to this report.

28. Statement of Other Expenses as restated in Annexure - XXXII to this report.

29. Statement of Other Income as restated in Annexure - XXXIII to this report. 30. Statement of Ageing of Trade Payables as restated in Annexure - XXXIV to this report. 31. Statement of Ageing of Trade Receivables as restated in Annexure - XXXV to this report. 32. Statement of Accounting Ratio as restated in Annexure - XXXVI to this report. 33. Statement of Related Party Transactions as restated in Annexure - XXXVII to this report. 34. Statement of Tax Shelters as restated in Annexure - XXXVIII to this report.

35. Statement of Dues of Small Enterprises and MICRO Enterprises as restated in Annexure - XXXIX to this report.

36. Statement of Additional Regulatory Information as restated in Annexure - XL to this report.

37. Statement of Capitalization as restated in Annexure - XLI to this report.

9) We, M/s. Jethani And Associates, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate no. 013450 issued by the “Peer Review Board” of the ICAI and is valid till August 31, 2025.

10) The preparation and presentation of the Financial Statements referred to above are based on the Audited financial statements of the Company and are in accordance with the provisions of the Act and ICDR

Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company.

11) This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as an opinion on any of the Standalone Financial Information referred to herein.

12) We have no responsibility to update our report for events and circumstances occurring after the date of the report.

13) In our opinion, the above Restated Financial Statements contained in Annexure 1 to XXXX to this report read along with the ‘Significant Accounting Policies and Notes to the Restated Standalone Financial Statements appearing in Annexure IV (1) & IV (2) after making adjustments and regrouping/reclassification as considered appropriate and have been prepared in accordance with the provisions of Section 26 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules 2014, to the extent applicable, the SEBI Regulations, the Guidance Note issued in this regard by the ICAI, as amended from time to time, and in terms of our engagement agreed with you.

14) Our report is intended solely for use of the Management and for inclusion in the offer documents in connection with the proposed SME IPO of equity shares of the Company and is not to be used, referred to or distributed for any other purpose except with our prior written consent.

For JETHANI AND ASSOCIATES
Chartered Accountants
FRN: 010749C
Sd/-
CA Umesh Kumar Jethani
Partner
M. No: 400485
UDIN: 24400485BKACPA1043
Place: Jaipur
Date: November 11, 2024

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