The Board of Directors Bajaj Housing Finance Limited
Dear Sirs / Madams,
1. We have jointly examined (as appropriate, refer paragraph 5 below) the attached Restated Financial Information of Bajaj Housing Finance Limited ("Company" or the "Issuer"), comprising the Restated Statements of Assets and Liabilities as at June 30, 2024 & June 30, 2023 and as at March 31, 2024, March 31, 2023 & March 31, 2022, the Restated Statement of Profit and Loss (including other comprehensive income), the Restated Statement of Changes in Equity, the Restated Cash Flow Statements for the three months period ended June 30, 2024 & June 30, 2023 and for the years ended March 31, 2024, March 31, 2023 & March 31, 2022, the Summary Statement of Material Accounting Policies, and other explanatory information (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Issuer at their meeting held on August 20, 2024 for the purpose of inclusion in the Updated Draft Red Herring Prospectus (the "UDRHP"), Red Herring Prospectus (the "RHP") and the Prospectus (collectively referred to as the "Offer Documents") to be prepared by the Issuer in connection with its proposed Initial Public Offer of equity shares ("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 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").
Management Responsibility for the Restated Financial Information
2. The management is responsible for the preparation of the Restated Financial Information which have been approved by the Board of Directors for the purpose of inclusion in the Offer Documents to be filed with Securities and Exchange Board of India in connection with the proposed IPO. The Restated Financial Information have been prepared by the management on the basis of preparation stated in note 2 to the Restated Financial Information. The Board of Directors are responsible for 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 Issuer complies with the Act, ICDR Regulations and the Guidance Note.
Auditors Responsibility
3. We have jointly 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 August 7, 2024 in connection with the proposed IPO of equity shares of the Issuer;
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 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.
Restated Financial Information as per Audited Financial Statements
4. These Restated Financial Information have been compiled by the management from:
a) The Audited Special Purpose Interim Financial Statements as at and for three months period ended June 30, 2024 and June 30, 2023, prepared by the Issuer in accordance with the Indian Accounting Standards (Ind AS) 34 "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013, read with relevant rules issued thereunder and the other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on July 22, 2024.
b) The Audited Financial Statements as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022, prepared by the Issuer in accordance with the Indian Accounting Standards as prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, and other accounting principles generally accepted in India to the extent applicable and other relevant provisions of the Act, which have been approved by the Board of Directors at their meetings held on April 24, 2024, April 24, 2023 and April 25, 2022 respectively.
Auditors Report
5. For the purpose of our joint examination, we have relied on: a) Auditors report issued by G. D. Apte & Co. and Khandelwal Jain & Co. ("Previous Joint Auditors") dated July 22, 2024 on the Special purpose Interim Financial Statements of the Issuer as at and for three months period ended June 30, 2024 and June 30, 2023 as referred in Paragraph 4(a) above.
b) Auditors report issued by the Previous Joint Auditors dated April 24, 2024, April 24, 2023 and April 25, 2022 on the audited financial statements of the Issuer as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 respectively, as referred in Paragraph 4(b) above.
The auditors report on the financial statements of the Issuer issued by Previous Joint Auditors as at and for the year ended March 31, 2022 includes the following Emphasis of Matter paragraph: "We draw attention to Note 3 to the financial statements, which describes the uncertainty caused by the continuing COVID-19 pandemic and the related probable events which could impact the Companys estimates of impairment of loans to customers.
Our opinion is not modified in respect of this matter."
6. The audits of the Special Purpose Interim Financial Statements of the Issuer for three months period ended June 30, 2024 and June 30, 2023 and the audits of the financial statements of the Issuer for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 were conducted by the Previous Joint Auditors. The Previous Joint Auditors have examined the special purpose restated financial information as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 and accordingly reliance has been placed, on the restated statement of assets and liabilities and the restated statement of profit and loss, restated statement of cash flows, the summary statement of significant accounting policies, and other explanatory information (collectively, the "Restated Financial Information") examined by the Previous Joint Auditors for the said years. The examination report included for the said years is based solely on the report submitted by the Previous Joint Auditors. The Previous Joint Auditors have also confirmed that the Special Purpose Restated Financial Information: a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications, as applicable;
b) do not require any adjustment for modification as there is no modification in the underlying audit report. There are items relating to emphasis of matter (refer paragraph 5(b) above), which do not require any adjustment to the Special Purpose Restated Financial Information; and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
7. Based on our examination and according to the information and explanations given to us and on the examination reports submitted by the Previous Joint Auditors, as mentioned in paragraph 5, we report that the Restated Financial Information:
a) have been prepared after material regrouping/reclassifications retrospectively in three months period ended June 30, 2024 & June 30, 2023 and in the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for three months period ended June 30, 2024, as applicable;
b) do not require any adjustment for modification as there is no modification/qualification in the underlying audit reports. There are items relating to emphasis of matter (refer paragraph 5(b) above), which do not require any adjustment to the Restated Financial Information; and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
8. We have not audited any financial statements of the Company as of any date or for any period included in the restated financial information. Accordingly, we express no opinion on the financial position, results of operations and cash flows of the company as of any date or for any period included in the restated financial information.
9. Each of the joint auditors on its behalf confirms that they have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
10. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective date of the reports on the audited financial statements mentioned in paragraph 5 above.
11. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by the Previous Joint Auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein. 12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
13. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to be filed with Securities and Exchange Board of India and the Registrar of Companies, Maharashtra at Pune in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.
For Singhi & Co., | For Mukund M. Chitale & Co., |
Chartered Accountants | Chartered Accountants |
Firm Registration No. 302049E | Firm Registration No. 106655W |
Amit Hundia | Saurabh Chitale |
Partner | Partner |
Membership No. 120761 | Membership No. 111383 |
UDIN: 24120761BKCMRL7486 | UDIN: 24111383BKBGSV7431 |
Place: Pune | Place: Pune |
Date: August 20, 2024 | Date: August 20, 2024 |
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