To
The Board of Directors Aprameya Engineering Limited
(Formerly known as Aprameya Engineering Private Limited)
908, 9th Floor, Venus Atlantis Corporate Park,
Anand Nagar, Prahladnagar,
Ahmedabad, Gujarat,
India, 380015
Dear Sirs,
2. We have examined the attached Restated Financial Information of Aprameya Engineering Limited (Formerly known as Aprameya Engineering Private Limited , formed by conversion of a partnership firm i.e Aprameya Engineering(referred as erstwhile partnership firm), under the provisions of Chapter XXI of Companies Act, 2013 on 28th December, 2021 ) (the Company or the issuer.) which comprise the Restated Statement of Assets and Liabilities as at March 31, 2024, March 31,
2023 and March 31, 2022 the Restated Statement of Profit and Loss including Other Comprehensive Income, Restated Statement of Changes in Equity and the Restated Statement of Cash Flows for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 along with summary of Material Accounting Policies and other explanatory information (collectively, the Restated Financial Information), as approved by Board of directors of the company at their meeting held on 13th July, 2024 for the purpose of inclusion in the Red Hearing Prospectus (RHP) and the prospectus (collectively the Offer documents) prepared by the Company in connection with its proposed Initial Public Offer of Equity Shares (Offer) prepared in terms of the requirement of:
(i) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the Companies Act");
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and
(iii) 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).
3. The Companys Management & Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the RHP to be filed with Securities and Exchange Board of India (SEBI), the Stock Exchange(NSE) and Registrar of Companies, Gujarat in connection with the proposed IPO. The Restated Financial Information have been prepared by the management & Board of Director of the Company on the basis of preparation stated in note 2 to the Restated Financial Information. The responsibility of the Management & Board of Directors of the Company includes designing, implementing and maintaining adequate internal controls relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Companies Act, ICDR Regulations and Guidance Notes.
4. We have examined such Restated Financial Information after taking into consideration:
a. The terms of reference and terms of our engagement agreed upon with you vide our Engagement letter dated 10th June,
2024 in connection with the proposed IPO of equity shares of the Company:
b. The Guidance Note, which 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 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 compliance with the Act, the ICDR
Regulations and Guidance Note in connection with the IPO.
5. The Restated Financial Information have been compiled by the management and board of Director from:
a) The audited Ind AS financial statements of the Company for the year ended March, 31st 2024 and for the year ended March, 2023 which were prepared in accordance with Indian Accounting Standard 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 and revised presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable. These Ind AS financial statements have been approved by the Board of Directors at their meeting held on 13th July, 2024 & 5th September, 2023 respectively.
b) The Special Purpose Ind AS Financial Statements of the company/erstwhile partnership firm for the year ended March 31, 2022 which have been revised by the Company to confirm to the format prescribed for companies under the Companies Act, 2013, in accordance with Ind AS notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and adequate disclosures are made in the Special Purpose Ind AS Financial Statements required to be made by the company as per schedule III of the Companies Act, 2013; (collectively referred to as "the Special Purpose Ind AS Financial Statements"). These Special Purpose Ind AS Financial Statements have been approved by the Board of Directors at their meeting held on 27th September, 2023.. The financial statement of erstwhile firm for the period from 1st April 2021 to 27th December, 2021 and companys financial statement for the period 28th December to 31st March 2022 i.e from the date of conversion were audited by us and we have issued the audit report on 3rd August, 2022.
6. For the purpose of our examination, we have relied on
a) Auditors report issued by us dated 13th July 2024 on Ind As financials statement as at 31st March, 2024 and Auditors report issued by us dated 5th September, 2023 on Ind As financials statement as at 31st March 2023 which were prepared in accordance with Indian Accounting Standard 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 and revised presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III),
The auditors report on the financial statements of the Company as at and for the year ended March 31, 2024 included our comment as below under the Report on Other Legal and Regulatory Requirements related to proper books of account as required by law have been kept by the Company:
Based on our examination which included test checks, the accounting software used by the company for maintaining its books of account does not have a feature of recording audit trail (edit log) facility and the same has not operated throughout the year for all relevant transactions recorded in the software. Since the edit log facility is not available, the reporting on the tampering of audit log is not applicable.
b) Auditors report issued by us dated 27th September, 2023 on the Special Purpose Ind AS Financial Statements for the financial year ended March 31, 2022, certifying that :
i. the accounts and the disclosures made in Special Purpose Ind AS Financial Statements are in accordance with the provisions of schedule III of the Companies Act, 2013;
ii. the company has followed Ind AS notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015(as amended) in the Special Purpose Ind AS Financial Statements
iii. the Special Purpose Ind AS Financial Statements presents a true and fair view of the firms accounts
7. Based on our examination and according to the information and explanations given to us, we report that:
a. The Restated Financial Information has been prepared after incorporating adjustments for the change in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial year ended March 31, 2022 to reflect the same accounting treatment as per the accounting policies and group / classifications followed for the year ended March 31, 2023 & March 31, 2024
b. There are no qualification in the auditors reports which require any adjustments to the Restated Financial Information; and
c. The Restated Financial Information has been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance Note.
8. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Ind As Financial Statements, as mentioned in paragraph 4 above.
9. This report should not be in any way construed as a reissuance or re-dating of any of the previous audit reports issued by us, 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 this report.
11. This report is intended solely for your information and for inclusion in the Offer document in connection with the Companys proposed IPO of equity shares and is not to be used, referred to or distributed for any other purpose without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care towards any other person relying on the same.
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