INFORMATION
To,
The Board of Directors
Amba Auto Sales and Services Limited
(Formerly M/s Amba Auto Sales and Services Private Limited)
No. 442/2A/2B, Garve Bhavi Palya Bus Stop,
Garve Bhavi Palya, Hosur Main Road,
Bangalore - 560068.
Dear Sirs,
Reference: - Proposed Public Issue of Equity Shares of Amba Auto Sales and Services Limited
We SPDR & Associates LLP , Chartered Accountants have examined the attached Restated Statement of Amba Auto Sales and Services Limited (Formerly known as Amba Auto Sales and Services Private Limited) (the Company) comprising the Restated Statement of Assets and Liabilities as at March 31,2025, March 31,2024 and March 31 ,2023, the Restated Statements of Profit and Loss, the Restated Cash Flow Statement for the years ended on March 31,2025, March 31,2024 and March 31,2023, the Statement of Significant Accounting Policies, the notes and other explanatory information forming part of these Restated Financial Statement (collectively, the Restated Financial statement), as approved by the Board of Directors of the Company in their meeting held on 11th Sept, 2025 [for the purpose of inclusion in the Draft Red Herring Prospectus/Red Herring Prospectus/ Prospectus (DRHP/RHP/Prospectus)] prepared by the Company in connection with its proposed SME Initial Public Offering of equity shares (SME IPO) prepared in terms of the requirements 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, as amended ("ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2020) issued by the Institute of Chartered Accountants of India (ICAI), as amended from time to time (the Guidance Note).
The management of the company 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 Stock Exchange, Securities and Exchange Board of India, and Registrar of Companies, of relevant state in connection with the proposed SME-IPO. The Restated Financial Statements have been prepared by the management of the Company for the year ended March 31, 2025, March 31, 2024 and March 31,2023, on the basis of notes to restatement in Annexure IV to the Restated Financial Statement. The responsibility of the Board of Directors of the company includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statement. 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 Statement taking into consideration:
a. The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 1st August,2025 in connection with the proposed SME-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 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 SME-IPO.
This Restated Financial Statements have been compiled by the management from:
a. Audit for the financial year ended March 31, 2025, was audited by us vide our report dt. 8th September, 2025. Audit for the financial year ended March 31, 2024 and March 31, 2023 was conducted by Jayatheertha & Co., Chartered Accountants, Bangalore, vide their report dt. August 31, 2024 and September 06, 2023, respectively. There are no audit qualifications in the audit reports issued by us and the previous auditor which would require adjustments in the Restated Financial Statements of the Company.
This Restated Financial Statements have been compiled by the management from:
a. For the purpose of the restated financial, the Audited financial were prepared on the basis of the schedule III requirement and as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended;
b. The Restated Financial Statement have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial period/years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any;
c. The Restated Financial Statement have been made after incorporating adjustments for prior period and other material amounts in the respective financial year to which they relate;
d. Extra-ordinary items that need to be disclosed separately in the accounts has been disclosed wherever required;
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 to this report;
f. Adjustments in Restated Financial Statement 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 Financial Statement, except-:
i. Accounting of retirement benefits was not accounted during the financial year 2024-25, 2023-24 and 2022-23 as per AS-15 (Revised) Employee benefits, however during the restatement Company has accounted such retirement benefits basis actuarial valuation certificate.
ii. Deferred Tax assets/liabilities has been recorded in the books earlier as per the timing difference of depreciation calculated as per the Income Tax Act 1961 and the Companies Act 2013, but in restated financial statement the same has been calculated as the timing difference of WDV of property, plants and equipments as per the Income Tax Act 1961 and the Companies Act 2013 and the effect of restatement of adjustments of employee benefits as stated above.
h. There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statement,
i. The company has not paid any dividend during these financial years.
In accordance with the requirements of Part I of Chapter III of Act including rules made there under, ICDR
Regulations, Guidance Note and Engagement Letter, we report that
a. The Restated Statement of Assets and Liabilities as set out in Annexure 1 to this report, of the Company as at March 31,2025, March 31,2024 and March 31,2023, is prepared by the Company and approved by the Board of Directors. These Restated 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 Annexure IV to this Report.
b. The Restated Statement of Assets and Liabilities as set out in Annexure 1 to this report, of the Company as at March 31,2025, March 31,2024 and March 31,2023, is prepared by the Company and approved by the Board of Directors. These Restated 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 Annexure IV to this Report.
c. The Restated Statement of Cash Flow as set out in Annexure 3 to this report, of the Company for financial years ended March 31, 2025, March 31,2024 and March 31,2023, is prepared by the Company and approved by the Board of Directors. These Statement of Cash Flow, as restated 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 Annexure IV to this Report.
We have also examined the following other financial information relating to the Company prepared by the
Management and as approved by the Board of Directors of the Company and annexed to this report relating to the
Company for financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 proposed to be included in the Offer Document for the proposed SME-IPO of the company.
In our opinion and to the best of information and explanation provided to us, the Restated Financial Statement of the Company, read with Corporate Information, Significant accounting policies and Notes to reconciliation of restated profits and net worth as appearing in Annexure 4 are prepared after providing appropriate adjustments and regroupings as considered appropriate.
We have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and our peer Review Certificate is valid as on the date of signing of this report.
The restated financial statements do not reflect the effect of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned.
The report should not in any way be construed as a reissuance or redrafting of the previous audit reports issued nor should be this report be construed as a new opinion on any of the financial statements referred therein.
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.
We have no responsibility to update our report for events and circumstances occurring after the date of the report.
In our opinion, the above Financial Statements along with Annexure 1 to 50 of this report read with the respective Significant Accounting Polices and Notes to Accounts as set out in Annexure IV are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Companies Act, ICDR Regulations, Engagement Letter and Guidance Note issued by ICAI.
Our report is intended solely for use of the management and for inclusion in the Offer Document in connection with the Proposed SME-IPO of Equity Shares of the Company and our report should not be used, referred to or distributed for any other purpose without our prior consent in writing.
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