For the Restated Financial Statements of Bikewo Green Tech Limited (formerly known as Bikewo Green Tech Private Limited)
To,
The Board of Directors
Bikewo Green Tech Limited
Plot No. 502B, Amara Jyothi,
Road No. 31, Jubilee Hills,
Hyderabad, Telangana - 500033
Dear Sirs,
1. We have examined the attached Restated Financial Statements of Bikewo Green Tech Limited (formerly known as "Bikewo Green Tech Private Limited") (the "Company" or the "Issuer") comprising the Restated Statement of Assets and liabilities as on December 31, 2023, March 31, 2023, March 31,2022 and March 31, 2021, the Restated Statements of Profit and Loss, the Restated Cash Flow Statement for the nine months period ended December 31, 2023 and the fmancial year ended March 31, 2023, March 31, 2022 and March 31, 2021, the Financial Statement of Significant Accounting Policies and other explanatory information annexed to this report (the "Restated Financial Statements") for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP"), Red Herring Prospectus ("RHP") and Prospectus (alongwith DRFIP and RHP hereinafter referred as, the "Offer Documents") of the Company proposed to be fifed with the Securities and Exchange Board of India ("SEBI"), Emerge platform of National Stock Exchange of India Limited ("NSE Emerge")("Stock Exchange") and the relevant Registrar of Companies ("ROC"). These Restated Financial Statements have been prepared by the Company and approved by the Board of Directors of the Company at their meeting held on February 20,2024.
2. These Restated Financial Statements have been prepared in accordance with the requirements of:
(i) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014;
(ii) The Securities and Exchange Board of India (Issue of Capita! and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations") and related amendments / clarifications from time to time issued by the SEBI; and
(iii) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute ofChartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").
Managements Responsibility for the Restated Financial Statements
3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statements for the purpose of inclusion in the Offer Documents. The Restated Financial Statements of the Company have been extracted by the management from the Audited Financial Statements (defined hereinafter) of the Company as at December 31, 2023, March 31,2023, March 31, 2022 and March 31, 2021, which have been approved by the Board of Directors.
4. The Restated Financial Statements have been prepared by the management of the Company on the. basis of preparation stated in Annexure V to the Restated Financial Statements. 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 Statements. The Board of Directors is also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations, and the Guidance Note,
Auditors Responsibilities
5. We have examined such Restated Financial Statements taking into consideration:
a. The terms of reference and terms of our engagement agreed with you in accordance with our engagement letter; requesting us to carry out the assignment, 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;
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e. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements; 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 proposed initial public offer of its equity shares of the Company.
6:. The Restated Financial Statements have been compiled by the management from:
i. The audited financial statements of the Company as at and for the Financial year ended December 31, 2023 which were 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 ("Audited Financial Statements December 31, 2023");
ii. The audited financial statements of the Company as at and for the financial year ended March 31,2023 which were 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 ("Audited Financial Statements March 31, 2023");
iii. The audited financial statements of the Company as at and for the financial year ended March 31,2022 which were 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 ("Audited Financial Statements March 31, 2022");
jv. The audited financial statements of the Company as at and for the financial year ended March 31,2021 which were prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India ("Audited Financial Statements March 31, 2021").
The statutory audits for nine months period ended December 31,2023 and financial year ended on March 31,2023, March 31, 2022 and March 31, 2021 were conducted by statutory auditor i.e. M/s. Kommula & Co., Chartered Accountants. Accordingly, reliance has been placed on the financial information examined by them for the said years. The examination report included for these years is based solely on the report submitted by them and no audit has been carried out by us.
Audited Financial Statements December 31, 2023, Audited Financial Statements March 31, 2023, Audited Financial Statements March 31, 2022 and Audited Financial Statements. March 31, 2021 are collectively referred hereinafter as Audited Financial Statements.
7. For the purpose of our examination, we have relied on:
a. the Auditors reports issued by Auditor dated 20th February,2024 on Audited Financial Statements December.31, 2023 as at and for the nine months period ended December 31, 2023 as referred in Paragraph 6 above;
b. the Auditors reports issued by Auditor dated May 26,2023 on Audited Financial Statements 2023 as at and for the year ended March 31, 2023 as referred in Paragraph 6 above;
c. the Auditors reports issued by Previous Auditor dated May 18, 2022 on Audited Financial Statements 2022 as at and for the year ended March 31,2022 as referred in Paragraph 6 above;
d. the Auditors reports issued by Previous Auditor dated August 31, 2021 on Audited Financial Statements 2021 as at and for the year ended March 31, 2021 as referred in Paragraph 6 above;
8. Based on our examination and according to the information and explanations given to us and as per the reliance placed on our
audit report and audit reports of Previous Auditor, we report that the Restated Financial Statements:
a) have been prepared after incorporating adjustments for changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the nine months period ended December 31,2023 and for the financial years ended March 31, 2023, March 31,2022 and March 31, 2021 to reflect die same accounting treatment as per the accounting
policies and groupings/classifications as at and for the period ended December 31,2023;
b) does not contain any qualifications requiring adjustments; and
c) have been prepared in accordance with the Act. ICDR Regulations and the Guidance Note.
d) The Company has not obtained Actuarial Valuation Report with regards to Employees. Gratuity as required by lnd Accounting Standard 19 "Employee Benefit" issued by the Institute of Chartered Accountants of India. In the absence of the same, the exact impact to the extent cannot be ascertained in the books of accounts.
9. We have been subjected to the peer review process of the 1C AI and hold a valid peer review certificate issued by the "Peer Review Board" of the ICAI.
10. The Restated Financial Statements do not reflect the effects of events that occurred subsequent to the respective dates of the reports on Audited Financial Statements mentioned in paragraph 7 above.
11. 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 us or Previous Auditor nor should this report be construed as a new opinion on any of the financial statements referred to therein.
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 SEB1, Stock Exchange, and ROC 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.
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