(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,
ARUNAYA ORGANICS LIMITED C-8, GIDC Phase-II Naroda,
Ahmedabad, Gujarat,
India, 382330
Dear Sir,
We have examined the attached Restated Consolidated Audited Financial Information of ARUNAYA ORGANICS LIMITED comprising the Restated Consolidated Audited Statement of Assets and Liabilities as at 31st March, 2024, 31st March, 2023 and 31st March, 2022, the Consolidated Restated Audited Statement of Profit & Loss and the Restated Consolidated Audited Cash Flow Statement for the financial year ended on 31st March, 2024, 31st March, 2023 and 31st March, 2022, the Summary statement of Significant Accounting Policies and other explanatory Information (Collectively the Restated Consolidated Financial Information) as approved by the Board of Directors in their meeting held on August 21, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus , prepared by the Company in connection with its Initial Public Offer of Equity Shares (IPO) and prepared in terms of the requirement of:
i. Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the "Act");
ii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") as amended (ICDR Regulations"); and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI");
iii. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India as amended from time to time. ("The Guidance Note").
The Companys Board of Directors is responsible for the preparation of the Consolidated Restated Financial Information for the purpose of inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus to be filed with Stock Exchange, Securities and Exchange Board of India and Registrar of Companies, Ahmedabad in connection with the proposed IPO. The Consolidated Restated Financial Information has been prepared by the management of the Company for the financial year ended on 31st March, 2024, 31st March, 2023 and 31st March, 2022 on the basis of preparation stated in Annexure D to the Consolidated Restated Financial Information. The Board of Directors of the companys responsibility includes designing, implementing and maintaining adequate internal control 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 Act, ICDR Regulations and the Guidance Note.
We have examined such Restated 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 31th December 2023 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 evidences 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 your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.
This Consolidated Restated Financial Information has been compiled by the management from:
Consolidated Audited financial statements of company as at and for the financial year ended on 31st March, 2024, 31st March, 2023 and 31st March, 2022, prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India.
For the purpose of our examination, we have relied on:
a. Auditors Report issued by us for the financial year ended on 31st March, 2024 and Auditors Report issued by Ambani Gupta & Jain for financial year ended on 31st March, 2023 and 31st March, 2022, on 6th September, 2023 and 6th September, 2022 respectively.
b. The audit was conducted by us as a statutory auditors, and accordingly reliance has been placed on the statement of assets and liabilities and statements of profit and loss, the Significant Accounting Policies, and other explanatory information and (collectively, the Consolidated Audited Financial Statement") examined by them for the said year.
The modification in Consolidated restated financials were carried out based on the modified reports, if any, issued by us which is giving rise to modifications on the financial statements as at and for the financial year ended on 31st March, 2024, 31st March, 2023 and 31st March, 2022, respectively. There is no qualification by us for the Financial Statement for the financial year ended on 31st March, 2024, 31st March, 2023 and 31st March, 2022, respectively.
The audit reports on the Consolidated financial statements were modified and included following matter(s) giving rise to modifications on the financial statements for the financial year ended on 31st March, 2024 and 31st March, 2023 and 31st March, 2022:
a) The Restated Consolidated Financial Information or Restated Summary 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;
b) The Restated Consolidated Financial Information or Restated Summary Consolidated Financial Statement have been made after incorporating adjustments for prior period and other material amounts in the respective financial years/period to which they relate and there are no qualifications which require adjustments;
c) Extra-ordinary items that needs to be disclosed separately in the accounts has been disclosed wherever required;
d) There are no qualifications in the Audit Reports issued by us for the financial year ended on 31st March, 2024, and the Audit Reports issued by Ambani Gupta & Jain for the financial year ended on 31st March, 2023 and 31st March, 2022, respectively which would require adjustments in this Restated Consolidated 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 - D to this report;
f) Adjustments in Restated Consolidated Financial Information or Restated Consolidated Summary 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 Consolidated Financial Information or Restated Consolidated Summary Financial Statement;
h) There are no revaluation reserves, which need to be disclosed separately in the Restated Consolidated Financial Information or Restated Consolidated Summary Financial Statement;
i) The related party transaction if any for purchase & sales of Goods entered by the company are at arms length price;
j) The Company has not paid any dividend since its incorporation;
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 Consolidated Statement of Assets and Liabilities" as set out in ANNEXURE - A to this report, of the Company for the financial year ended on 31st March, 2024, 31st March, 2023 and 31st March, 2022, 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 ANNEXURE - D to this Report.
b. The "Consolidated Restated Statement of Profit and Loss" as set out in ANNEXURE - B to this report, for the financial year ended on 31st March, 2024, 31st March, 2023 and 31st March, 2022, is prepared by the Company and approved by the Board of Directors. These Restated Consolidated 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 ANNEXURE - D to this Report.
c. The "Consolidated Restated Statement of Cash Flow" as set out in ANNEXURE - C to this report, for the financial year ended on 31st March, 2024, 31st March, 2023 and 31st March, 2022, 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 - D 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 the financial year ended on 31st March, 2024, 31st March, 2023 and 31st March, 2022, proposed to be included in the Draft Prospectus / Prospectus ("Draft Red Herring Prospectus/ Red Herring Prospectus") for the proposed IPO.
In our opinion and to the best of information and explanation provided to us, the Consolidated Restated Financial Information of the Company, read with significant accounting policies and notes to accounts as appearing in ANNEXURE - D are prepared after providing appropriate adjustments and regroupings as considered appropriate.
We, Abhishek Kumar & 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 issued by the "Peer Review Board" of the ICAI.
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.
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.
In our opinion, the above financial information contained in ANNEXURE - A to J of this report read with the respective Significant Accounting Polices and Notes to Accounts as set out in ANNEXURE - D 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.
Our report is intended solely for use of the management and for inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus in connection with the IPO-SME for Proposed Issue 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.
Invest wise with Expert advice
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
ARN NO : 47791 (AMFI Registered Mutual Fund Distributor)
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.