Report on the Restated Financial Information of Assets and Liabilities as at March 31, 2025 and March 31, 2024, the Restated Consolidated Statement of Profits and Loss (including Other Comprehensive Income/(Loss)), Restated Consolidated Statement of Changes in Equity and the Restated Consolidated Statement of Cash Flows for the years ended March 31, 2025 and March 31, 2024 and the statement of material accounting policies and other explanatory information; Restated Standalone Statement of Assets and Liabilities as at March 31, 2023, Restated Standalone Statement of Profit and Loss (including Other Comprehensive Income, Restated Standalone Statement of Changes in Equity and the Restated Standalone Statement of Cash Flows for the year ended March 31, 2023 and the statement of material accounting policies and explanatory information of Crizac Limited (formerly known as "GA Solutions Private Limited", "Crizac Private Limited" the "Company" or the "Issuer") (collectively, the "Restated Financial Information").
The Board of Directors
Crizac Limited (formerly known as GA Solutions Private Limited and Crizac Private Limited) Wing A Constantia Building, 11, U.N. Brahmachari Street, Kolkata 700017 West Bengal, India
Dear Sirs/Madams,
We Singhi & Co., Chartered Accountants ("we" or "us" or "Singhi & Co.") have examined the attached Restated Financial Information of Crizac Limited, India (formerly known as "GA Solutions Private Limited", "Crizac Private Limited" the "Company" or the "Issuer") and its subsidiary companies annexed to this report comprising the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025 and March 31, 2024, the Restated Consolidated Statement of Profits and Loss (including Other Comprehensive Income/(Loss)), Restated Consolidated Statement of Changes in Equity and the Restated Consolidated Statement of Cash Flows for the years ended March 31, 2025 and March 31, 2024 and the statement of material accounting policies and other explanatory information; Restated Standalone Statement of Assets and Liabilities as at March 31, 2023, Restated Standalone Statement of Profit and Loss (including Other Comprehensive Income, Restated Standalone Statement of Changes in Equity and the Restated Standalone Statement of Cash Flows for the year ended March 31, 2023 and the statement of material accounting policies and explanatory information of Crizac Limited (formerly known as "GA Solutions Private Limited", "Crizac Private Limited" the "Company" or the "Issuer") (collectively, the "Restated Financial Information") for the purpose of inclusion in the Red
Herring Prospectus ("RHP") and Prospectus (collectively referred to as the "Offer Documents") proposed to be filed with the Securities and Exchange Board of India ("SEBI"), BSE Limited and National Stock Exchange of India Limited (collectively, the "Stock Exchanges") and the Registrar of Companies, Kolkata at West Bengal, in connection with its proposed initial public offer of equity shares of face value of 2 each, consisting of an offer for sale by certain existing shareholders of the Company at such price arrived at by the book building process ("Offer"), as may be decided by Companys Board of Directors. The Restated Financial Information which has been approved by the Board of Directors of the Company at their meeting held on June 13, 2025, 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 (the "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").
Managements Responsibility
1. The Management and Board of Directors of the Company are responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Offer Documents. The Restated Financial Information have been prepared by the Management of the Company ("Management") based on the basis of preparation stated in Note 2.2 to the Restated Financial Information. The Board of Directors of the Company includes designing, implementing, and maintaining adequate internal controls 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 and its subsidiary company complies with the Act, the ICDR Regulations and the Guidance Note.
Auditors Responsibilities
2. 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 April 15, 2025 in connection with the proposed Offer 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 the verification of evidence supporting the Restated Financial Information; and
d) the requirements of Section 26 of the Companies Act, 2013 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 Offer.
3. The Restated Financial Information have been compiled by the management of the Company from:
a) The Audited consolidated Financial Statements as at and for the financial year ended March 31, 2025, March 31, 2024 prepared in accordance with Indian Accounting Standard (Ind AS) specified under section 133 of the Act and other accounting principles generally accepted in India at the relevant time and which have been approved by the Board of Directors on 13th June, 2025 and August 01, 2024 respectively.
b) The Standalone audited financial statements of the Company as at and for the financial year ended March 31, 2023 prepared in accordance with Indian Accounting Standard (Ind AS) specified under section 133 of the Act and other accounting principles generally accepted in India at the relevant time and which have been approved by the Board of Directors on September 30, 2023.
c) Financial statements and other financial information in relation to the Companys subsidiary company Crizac Limited, UK, as listed below, audited by other auditors and included in the consolidated financial statements of the Company and its subsidiary company as at and for the year ended March 31, 2025 and March 31, 2024
Name of the Entity |
Relationship |
Name of Audit Firm |
Period audited by Other Auditors |
Crizac Limited (UK) | Subsidiary Company | BLS Burnells ("Other Auditors") | Financial year ended March 31, 2025 |
Crizac Limited (UK) | Subsidiary Company | B. Mukherjee & Co. ("Other Auditors") | Financial year ended March 31, 2024. |
d) Unaudited Financial statements in relation to the Companys subsidiary company UCOL FZE, Dubai, as listed below, which has been certified and furnished to us by the Companys management and included in the consolidated financial statements of the Company and its subsidiary company as at and for the year ended March 31, 2025.
Name of the Entity |
Relationship |
Particulars |
Period |
UCOL FZE, Dubai | Subsidiary Company | Management Certified | March 18, 2025 to March 31, 2025 |
4. For the purpose of our examination, we have relied on:
a) Independent Auditors report issued by us dated June 3 ,2025 and August 01, 2024 on the audited consolidated Financial Statement of the company and its subsidiary company as at and for the financial year ended March 31, 2025 and March 31, 2024 as referred in the paragraph 3(a) above.
b) Auditors report issued by us dated September 30, 2023 on the audited standalone Financial Statement of the Company as at and for the financial year ended March 31, 2023 as referred in the paragraph 3(b) above.
c) As indicated in Paragraph 3 (c) above, we did not audit the financial statements of the subsidiary company Crizac Limited, UK as at and for the year ended March 31, 2025, the special purpose financial statement of the subsidiary company for the financial year ended March 31, 2024 whose financial statements reflect share of Companys net profit/(loss) in subsidiary company of INR 482.20 million and INR (706.94) million respectively and included in the Restated Financial Information. The financial statements of the subsidiary company Crizac Limited, UK as at and for the year ended March 31, 2025 and the special purpose financial statement March 31, 2024 have been audited by other auditors as listed in para 3(c) whose report have been furnished to us. The financial statements of the subsidiary company as at and for the year ended March 31, 2025 have been audited by the other auditor under generally accepted auditing standards applicable in its country as listed in Para 3 (c) above, whose report have been furnished to us and have been converted from the accounting principles generally accepted in its country to accounting principles generally accepted in India by the holding companys management; we have audited these conversion adjustments made by the Holding Companys Management and our opinion in so far as it relates to the amounts included in the financial statements are based solely on the report of Other Auditor and conversion adjustments made by the management of the holding company and audited by us.
d) As indicated in Paragraph 3 (d) above, we did not audit the financial statements of the subsidiary company UCOL FZE, Dubai for the period March 18, 2025 to March 31, 2025 which has been certified and furnished to us by the companys management and whose financial statements reflect share of Companys net profit/(loss) in subsidiary company of INR (0.68) million and included in the Restated Financial Information. The financial statements of the subsidiary company as at and for the period March 18, 2025 to March 31, 2025 have been certified to us by the management under generally accepted auditing standards applicable in its country as listed in Para 3 (d) above, the same has been furnished to us and converted from the accounting principles generally accepted in its country to accounting principles generally accepted in India by the holding companys management.
5. Emphasis of Matter
We draw attention to Note 21A and Note 21B to the Restated financial statements as at and for the year ended March 31, 2025, which describes that the comparative information for the year ended March 31, 2024 has been restated in respect of the accounting treatment of IPO-related expenses amounting to INR 27.50 million. These expenses were previously charged to the statement of profit and loss in the financial year ended March 31, 2024. However, they have now been reversed in the financial statements in the period to which they relate, as the amount has been considered recoverable from the selling shareholders. Accordingly, the amount has been reclassified under "Other Financial Assets".
Our opinion is not modified in regards to this matter.
Conclusion
6. Based on our examination and according to the information and explanations given to us, 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 for the years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed in the Financial Statements of the Company as at and for the year ended March 31, 2025;
b) there are no qualifications in the auditors reports on the audited consolidated financial statements of the Company and its subsidiary Crizac Limited, UK as at March 31, 2025 and March 31, 2024 and audited standalone financial statements of the Company as at March 31, 2023 which require any adjustment for modifications as there is no modification in the audit reports;
c) have been prepared in accordance with the Act, the ICDR Regulations and the Guidance Note.
7. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the date of the report on the audited consolidated financial statements of the Company as on and for the year ended March 31, 2025.
8. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
9. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
Restriction on Use and other clauses
10. Our report is intended solely for use of the Board of Directors of the Company for inclusion in the Offer Documents to be filed with SEBI and the Stock Exchanges, RoC in connection with the proposed Offer. Our report should not be used, referred to, or distributed for any other purpose. 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.
For Singhi & Co.
Chartered Accountants Firm Registration No.302049E
M L Shukla
Partner Membership No. 051505
UDIN: 25051505BMOVNJ3381
Place: Kolkata
Date: June 13, 2025
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