To,
The Board of Directors Astonea Labs Limited
(Formerly known as "Astonea Labs Private Limited") 1358, First Floor, Sector 22B, Chandigarh - 160022
1. We have examined the restated summary statement of assets and liabilities of Astonea Labs Limited, (Formerly known as " Astonea Labs Private Limited") as at March 31, 2024, as at March 31, 2023 and as at March 31, 2022 restated summary statement of profit and loss and restated summary statement of cash flows for the financial year ended on March 31, 2024, 2023 and 2022 (collectively referred to as the " restated summary statements" or "restated financial statements") annexed to this report and initialled by us for identification purposes. These restated financial statements have been prepared by the management of the Company and approved by the board of directors at their meeting on June 29, 2024 in connection with the proposed Initial Public Offering (IPO) on SME Platform of BSE Limited ("BSE") of the company.
2. These restated summary statements have been prepared in accordance with the requirements 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") and (iii) The Guidance Note on Reports in Company Prospectus (Revised) issued by the Institute of
Chartered Accountants of India ("Guidance Note").
3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statements for inclusion in the Draft Red Herring Prospectus (DRHP) / Red Herring Prospectus
/ Prospectus ("Offer Document") to be filed with, BSE SME and Registrar of Companies (Chandigarh) in connection with the proposed SME IPO. The Restated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Annexure IV to the Restated Financial Statements. 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 Statements. The board of directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.
4. We have examined such restated financial statements taking into consideration:
(i) The terms of reference to our engagement letter dated June 12, 2024 with the company requesting us to carry out the assignment, in connection with the proposed Initial Public Offering of equity shares on SME Platform of BSE Limited ("IPO" or "SME IPO"); and (ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;
(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements;
(iv) 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.
5. The restated financial statements of the Company have been compiled by the management from the audited financial statements of the Company for the financial year ended March 31, 2024, 2023 and 2022.
6. Audit for the financial year ended on March 31, 2024, 2023 and 2022 was conducted by us. There are no audit qualifications in the audit reports issued by us for the year ended on March 31, 2024, 2023 and 2022. The financial report included for these years is based solely on the audit reports issued by us for the respective years.
7. Based on our examination, we are of the opinion that the restated financial statements have been prepared: a) using consistent accounting policies for all the reporting periods. b) Considering adjustments for prior period and other material amounts in the respective financial years to which they relate. c) the extra-ordinary items that need to be disclosed separately in the accounts have been disclosed. d) there are no audit qualifications in the audit reports issued by the us for the financial year ended on March 31, 2024, 2023 and 2022 which would require adjustments in the restated financial statements of the Company. However, for emphasis of matter details in respect to MSME as required under statutory provisions were not provided for financial year ended March 31, 2022.
8. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and engagement letter, we report that:
(i) The "restated statement of asset and liabilities" of the Company as at March 31, 2024, 2023 and 2022 examined by us, as set out in Annexure I to this report read with significant accounting policies in Annexure IV 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.
(ii) The "restated statement of profit and loss" of the Company for the financial year ended on March 31, 2024, 2023 and 2022 examined by us, as set out in Annexure II to this report read with significant accounting policies in Annexure IV 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.
(iii) The "restated statement of cash flows" of the Company for the financial year ended on March 31, 2024, 2023 and 2022 examined by us, as set out in Annexure III to this report read with significant accounting policies in Annexure IV 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.
9. 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 March 31, 2024, 2023 and 2022 proposed to be included in the offer Document.
Annexure to restated financial statements of the Company: -
1. Summary statement of assets and liabilities, as restated as appearing in ANNEXURE I;
2. Summary statement of profit and loss, as restated as appearing in ANNEXURE II;
3. Summary statement of cash flows as restated as appearing in ANNEXURE III; 4. significant accounting policies as restated as appearing in ANNEXURE IV;
5. Details of share capital as restated as appearing in ANNEXURE V to this report;
6. Details of reserves and surplus as restated as appearing in ANNEXURE VI to this report;
7. Details of long-term borrowings as restated as appearing in ANNEXURE VII to this report;
8. Details of deferred tax liabilities/ (assets) as restated as appearing in ANNEXURE VIII to this report;
9. Details of long-term provisions as restated as appearing in ANNEXURE IX to this report; 10. Details of short-term borrowings as restated as appearing in ANNEXURE X to this report; 11. Details of trade payables as restated as appearing in ANNEXURE XI to this report; 12. Details of other current liabilities as restated as appearing in ANNEXURE XII to this report; 13. Details of short-term provisions as restated as appearing in ANNEXURE XIII to this report; 14. Details of property, plant and equipment and intangible assets as restated as appearing in ANNEXURE XIV to this report; 15. Details of long-term loans and advances as restated as appearing in ANNEXURE XV to this report; 16. Details of other non-current assets as restated as appearing in ANNEXURE XVI to this report; 17. Details of inventories as restated as appearing in ANNEXURE XVII to this report; 18. Details of trade receivable as restated as appearing in ANNEXURE XVIII to this report; 19. Details of cash & bank balances as restated as appearing in ANNEXURE XIX to this report; 20. Details of short-term loans and advances as restated as appearing in ANNEXURE XX to this report; 21. Details of revenue from operations as restated as appearing in ANNEXURE XXI to this report; 22. Details of other income as restated as appearing in ANNEXURE XXII to this report; 23. Details of cost of materials consumed as restated as appearing in ANNEXURE XXIII to this report; 24. Details of changes of inventories of stock-in-trade, work in progress and finished goods as restated as appearing in ANNEXURE XXIV to this report; 25. Details of employee benefit expense as restated as appearing in ANNEXURE XV to this report; 26. Details of finance cost as restated as appearing in ANNEXURE XVI to this report; 27. Details of depreciation and amortization expense as restated as appearing in ANNEXURE XVII to this report; 28. Details of other expenses as restated as appearing in ANNEXURE XXVIII to this report; 29. Details of note on other income as restated as appearing in ANNEXURE XXIX to this report;
30. Details of contingent liability as restated as appearing in ANNEXURE XXX to this report, 31. Details of capital commitments as restated as appearing in ANNEXURE XXXI to this report; 32. ageing of trade payables as restated as appearing in ANNEXURE XXXII to this report; 33. disclosure as required under Micro, Small and Medium Enterprise Development Act, 2006 as appearing in ANNEXURE XXXIII to this report 34. ageing of trade receivable as restated as appearing in ANNEXURE XXXIV to this report; 35. disclosure pursuant to AS-15 (revised) Employee Benefits as appearing in ANNEXURE XXXV to this report; 36. Details of related party transactions as restated as appearing in ANNEXURE XXXVI to this report; 37. statement of tax shelters as restated as appearing in ANNEXURE XXXVII to this report; 38. Details of significant accounting ratios as per Schedule-III as restated as appearing in ANNEXURE XXXVIII to this report; 39. Details related to borrowings secured against current assets as restated as appearing in ANNEXURE XXXIX to this report; 40. Details of additional regulatory information as per Schedule-III to Companies Act, 2013 as appearing in ANNEXURE XL to this report; 41. Details of accounting ratios as restated as appearing in ANNEXURE XLI to this report; 42. Capitalisation statement as at March 31, 2024 as appearing in ANNEXURE XLII to this report;
10. 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.
11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
12. In our opinion, the above financial information contained in Annexure I to XLII of this report read with the respective significant accounting policies and notes to restated summary statements as set out in Annexure IV are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note.
13. Our report is intended solely for use of the management and for inclusion in the offer document in connection with the SME IPO. Our report should not be used, referred to or adjusted for any other purpose except with our consent in writing.
For Avnish Sharma & Associates |
Chartered Accountants |
FRN: - 009398N |
Sd/- |
CA Rajan Talwar |
Partner |
Membership No. 091352 |
Place: Panchkula |
Date: July 07, 2024 |
UDIN:24091352BKASZK6912 |
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