ON RESTATED FINANCIAL
INFORMATION OF BENCHMARK COMPUTER SOLUTIONS LIMITED
To,
The Board of Directors,
Benchmark Computer Solutions Limited.
(Formerly known as Benchmark Computer Solutions Private Limited)
Dear Sir,
1. We have examined the attached Restated Financial Information of Benchmark
Computer Solutions Limited (Formerly known as Benchmark Computer Solutions Private
Limited) comprising the Restated Statement of Asset and Liabilities as at March 31, 2023,
March 31, 2022 and March 31, 2021, the Restated Statement of Profit & Loss and
Restated Statement of Cash Flow for the year ended on March 31, 2023, March 31, 2022 and
March 31, 2021, the summary statement of significant accounting policies, and other
explanatory information (collectively, the "Restated Financial Information"), as
approved by the Board of Directors of the company for the purpose of inclusion in the
Draft Prospectus / Prospectus (Here-in Offer Documents) prepared by the Company in
connection with its proposed Initial Public Offer of equity shares ("IPO").
2. These Restated Summary Statements have been prepared in terms of the requirements
of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 (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").
3. The Companys Board of Directors is responsible for the preparation of the Restated
Financial Information for the purpose of inclusion in the Draft Prospectus / Prospectus to
be filed with the Securities and Exchange Board of India, SME platform of BSE Limited and
Registrar of Companies, Mumbai, Maharashtra, where the equity shares of the Company are
proposed to be listed, in connection with the proposed IPO. The Restated Financial
Information have been prepared by the management of the Company on the basis of
preparation stated in Annexure IV to the Restated Financial Information.
The respective Board of Directors of the Company 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 Company complies with the Act, ICDR
Regulations and the Guidance Note.
4. 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 in connection with the proposed IPO of equity shares
of the Company;
b. The Guidance Note. 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.
5. These Restated Financial Information have been compiled by the management from:
a. Audited financial statements of the Company as at and for the year ended March 31,
2023 prepared in accordance with the Accounting Standards (referred to as "AS")
as prescribed under Section 133 of the Act, as amended, and other accounting principles
generally accepted in India, which have been approved in the meeting of the Board of
Directors held on July 28, 2023.
b. Audited financial statements of the Company as at and for the year ended March 31,
2022 and March 31, 2021 prepared in accordance with the Accounting Standards (referred to
as "AS") as prescribed under Section 133 of the Act, as amended, and other
accounting principles generally accepted in India, which have been approved in the meeting
of the Board of Directors held on September 24, 2022 and November 23, 2021 respectively.
6. We have audited the financial information of the Company for the year ended March
31, 2023 prepared by the Company in accordance with the AS for the purpose of complying
with the requirement of getting its financial statements audited by an audit firm holding
a valid peer review certificate issued by the "Peer Review Board" of the ICAI as
required by ICDR Regulations in relation to proposed IPO. We have issued our report dated
July 28, 2023 on this financial information to the Board of Directors who have approved
these in their meeting held on July 28,2023.
7. For the purpose of our examination, we have relied on:
a. Auditors reports issued by us dated July 28, 2023 on the financial statements of
the Company as at and for the year ended March 31, 2023 as referred in Paragraph [5]above;
and
b. Auditors Report issued by the Previous Auditors dated September 24, 2022 and
November 23, 2021 on the financial statements of the Company as at and for the years ended
March 31,2022 and 2021, as referred in Paragraph [5] above.
Audit for the financial year ended March 31, 2022 and March 31, 2021 was conducted by
Companys previous auditor, Mohan M. Pathak & Co., and accordingly reliance has been
placed on the financial information examined by them for the said years. The financial
report included for these years is based solely on the report submitted by the previous
auditor.
8. There were no qualifications in the Audit Reports issued by us and by previous
auditor as at and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021
which would require adjustments in this Restated Financial Information of the Company.
9. Based on our examination and according to the information and explanations given to
us and also as per the reliance placed on the audit report submitted by the Previous
Auditors for the respective years, we report that the 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, 2023, March 31, 2022 and March 31, 2021 to reflect the
same accounting treatment as per the accounting policies and grouping/classifications
followed as at and for the year ended March 31, 2023.
b. do not contain any qualifications requiring adjustments for modification as there is
no modification in the underlying audit reports.
c. there are no extra-ordinary items that need to be disclosed separately in the
accounts and requiring adjustments.
d. have been prepared in accordance with the Act, the ICDR Regulations and the Guidance
Note.
e. adequate disclosure has been made in the financial statements as required to be made
by the issuer as per schedule III of the Companies Act, 2013.
f. The accounting standards prescribed under the Companies act, 2013 have been
followed.
g. The financial statements present a true and fair view of the companys accounts.
h. From Financial Years 2020-21 to 2022-23, i.e., the period covered in the
restatement, the Company has not declared and paid any dividend.
10. In accordance with the requirements of Part I of Chapter III of the Act, ICDR
Regulations, Guidance Note and Engagement Letter, we report that:
(i) The "Restated Statement of Assets and Liabilities" as set out in Annexure
I to this report, of the Company as at March 31, 2023, March 31,2022, and March 31,2021
are prepared by the Company and approved by the Board of Directors. These Statement of
Assets and Liabilities, as restated have been arrived at after making such adjustments and
regroupings to the financial statements of the Company, as in our opinion were appropriate
and more fully described in Significant Accounting Policies and Notes to the Restated
Financial Information as set out in Annexure IV to this Report.
(ii) The "Restated Statement of Profit and Loss" as set out in Annexure II to
this report, of the Company for the years ended March 31, 2023, March 31,2022, and March
31,2021 are prepared by the Company and approved by the Board of Directors. These
Statement of Profit and Loss, as restated have been arrived at after making such
adjustments and regroupings to the financial statements of the Company, as in our opinion
were appropriate and more fully described in Significant Accounting Policies and Notes to
the Restated Financial Information as set out in Annexure IV to this Report.
(iii) The "Restated Statement of Cash Flow" as set out in Annexure III to
this report, of the Company for the years ended March 31, 2023, March 31,2022, and March
31,2021 are 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 financial statements of the Company, as in our opinion were appropriate
and more fully described in Significant Accounting Policies and Notes to Restated
Financial Information as set out in Annexure IV to this Report.
(iv) We have also examined the following financial information ("Other Financial
Information") proposed to be included in the offer document prepared by the
management and approved by the board of directors of the company and annexed to this
report:
a. Details of Share Capital as Restated as appearing in Note 2 of ANNEXURE V to this
report;
b. Details of Reserves and Surplus as Restated as appearing in Note 3 of ANNEXURE V to
this report;
c. Details of Long-Term Borrowings as Restated as appearing in Note 4 of ANNEXURE V to
this report;
d. Details of Deferred Tax Liabilities (Net) and Deferred Tax Assets as Restated as
appearing in Note 6 of ANNEXURE V to this report.
e. Details of Long-Term Provision as Restated as appearing in Note 5 of ANNEXURE V to
this report;
f. Details of Short-term Borrowings as Restated as appearing in Note 7 of ANNEXURE V to
this report;
g. Details of Trade Payables as Restated as appearing in Note 8 of ANNEXURE V to this
report;
h. Details of Other Current Liabilities as Restated as appearing in Note 9 of ANNEXURE
V to this report;
i. Details of Short-Term Provisions as Restated as appearing in Note 10 of ANNEXURE V
to this report;
j. Details of Property, Plant & Equipments as Restated as appearing in Note 11 of
ANNEXURE V to this report;
k. Details of Non-Current Investment as Restated as appearing in Note 12 ANNEXURE V to
this report;
l. Details of Deferred Tax Assets as Restated as appearing in Note 13 of ANNEXURE V to
this report.
m. Details of Other Non-Current Assets as Restated as appearing in Note 14 ANNEXURE V
to this report;
n. Details of Inventories as Restated as appearing in Note 15 ANNEXURE V to this
report;
o. Details of Trade Receivables as Restated enclosed as appearing in Note 16 of
ANNEXURE V to this report;
p. Details of Cash & Bank balances as Restated enclosed as appearing in Note 17 of
ANNEXURE V to this report;
q. Details of Short-term Loan & Advances as Restated as appearing in Note 18 of
ANNEXURE V to this report;
r. Details of Other Current Assets as Restated as appearing in Note 19 of ANNEXURE V to
this report;
s. Details of Revenue from Operations as Restated in Note 20 of ANNEXURE V to this
report;
t. Details of Other Income as Restated as appearing in Note 21 of ANNEXURE V to this
report;
u. Details of Changes in Purchase of Stock-in-trade as Restated as appearing in Note 22
of ANNEXURE V to this report;
v. Details of Changes in Inventories of Finished Goods as Restated as appearing in Note
23 of ANNEXURE V to this report;
w. Details of Employee Benefit Expenses as Restated as appearing in Note 24 of ANNEXURE
V to this report;
x. Details of Finance Costs as Restated as appearing in Note 25 of ANNEXURE V to this
report;
y. Details of Depreciation & Amortization as Restated as appearing in Note 26 of
ANNEXURE V to this report;
z. Details of Other Expenses as Restated as appearing in Note 27 of ANNEXURE V to this
report; aa. Details of Earnings Per Share as Restated as appearing in Note 28 of ANNEXURE
V to this report; bb. Details of Contingent Liabilities as Restated as appearing in Note
29 of ANNEXURE V to this report;
cc. Details of Expenditure in Foreign Currency as Restated as appearing in Note 30 of
ANNEXURE V to this report;
dd. Details of Earnings in Foreign Exchange as Restated as appearing in Note 31 of
ANNEXURE V to this report;
ee. Details of Analytical Ratios as Restated as appearing in Note 32 of ANNEXURE V to
this report;
ff. Details of Related Parties Transactions as Restated as appearing in Note 34 of
ANNEXURE V to this report;
gg. Details of Significant Accounting Ratios as Restated as appearing in Note ANNEXURE
IV to this report;
hh. Details of Restatement adjustments as restated as appearing in ANNEXURE VI to this
report;
ii. Capitalization Statement as Restated as at 31st March, 2023 as appearing
in ANNEXURE VII to this report;
jj. Details of Accounting Ratios as Restated as appearing in ANNEXURE VIII to this
report;
11. We, M/s AMS & Co., 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.
12. 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 Company Auditors, nor should this report be
construed as a new opinion on any of the financial statements referred to herein.
13. We have no responsibility to update our report for events and circumstances
occurring after the date of the report.
14. Our report is intended solely for use of the Board of Directors for inclusion in
the Draft Prospectus / Prospectus to be filed with Securities and Exchange Board of India,
SME Platform of BSE Limited and Registrar of Companies, Mumbai, Maharashtra, 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.
15. In our opinion, the above financial information contained in these Restated
Financial Statements read with the respective Significant Accounting Polices and Notes to
Accounts as set out 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 and give a true and fair view in conformity with the
accounting principles generally accepted in India, to the extent applicable.
| For AMS & CO |
| Chartered Accountants |
| Firm Registration No. 130878W |
| Ashok Kumar Puri |
| Partner |
| Membership No.: 128996 |
| UDIN: 23128996BGQYLI1983 |
| Place: Mumbai |
| Date: August 04, 2023 |
+91-9892691696
