To,
The Board of Directors,
DAM Capital Advisors Limited.
One BKC, Tower C, 15th Floor, Unit no. 1511 Bandra Kurla Complex, Bandra (East),
Mumbai- 400051 Maharashtra
Independent Auditors Examination Report on Restated Ind AS Consolidated Financial Information as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022.
Dear Sirs,
1. We have examined the attached Restated Ind AS Consolidated Financial Information of DAM Capital Advisors Limited (the "Company"), comprising the Restated Ind AS Consolidated Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and as at March 31, 2022, the Restated Ind AS Consolidated Statement of Profit and Loss (including other comprehensive income), the Restated Ind AS Consolidated Statement of Changes in Equity, the Restated Ind AS Consolidated Cash Flow Statement for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 the Summary Statement of Material Accounting Policies, and other explanatory information (collectively, the "Restated Ind AS Consolidated Financial Information") of the Company and its subsidiaries, namely DAM Capital (USA) Inc & IDFC Securities Singapore Pte. Ltd. (together referred to as the "Group"), as approved by the Board of directors of the Company at their meeting held on August 09, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus ("Offer Document") prepared by the Company in connection with its proposed Initial Public Offer of equity shares (the "Offer").
The Restated Ind AS Consolidated Financial Information is prepared in terms of the requirement of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act") as amended;
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").
2. The Companys Board of Directors is responsible for the preparation of the Restated Ind AS Consolidated Financial Information for the purpose of inclusion in the Offer Document to be filed with Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited and Registrar of Companies, Maharashtra situated in Mumbai in connection with the proposed Offer. The Restated Ind AS Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in note no 2.1 to the Restated Ind AS Consolidated Financial Information. The Board of Directors of the companies included in the group are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Ind AS Consolidated Financial Information. The Board of Directors of the companies included in the group are also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note.
3. We have examined such Restated Ind AS Consolidated 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 July 15, 2024 in connection with the proposed Offer;
b. The Guidance Note, which 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 Ind AS Consolidated 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 Offer.
4. These Restated Ind AS Consolidated Financial Information have been compiled by the management from:
a. Audited Consolidated Ind AS financial statements of the Company as at and for the year ended March 31, 2024, March 31, 2023 and March 21, 2022 prepared in accordance with the Ind AS as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on August 09, 2024, May 16, 2023 and May 11, 2022 respectively.
5. For the purpose of our examination, we have relied on:
a. the Auditors reports issued by us dated August 09, 2024, May 16, 2023 and May 11, 2022 on the Consolidated Ind AS financial statements of the Company as at and for year ended March 31, 2024, March 31, 2023 and March 31, 2022 respectively as referred in Paragraph 4 above;
6. We did not audit the special purpose financial statements of the subsidiary i.e. DAM Capital (USA) Inc, which reflect total assets of Rs. 55.10 million, Rs. 84.66 million, and Rs. 76.78 million (before consolidation adjustment), total revenue of Rs. 11.36 million, Rs. 9.73 million, and Rs. 8.42 million (before consolidation adjustment), and total Net cash flows of Rs. (8.53) million, Rs. (46.27) million, and Rs. 10.69 million (before consolidation adjustment), as at and for the years ended 31 March 2024, 31 March 2023, and 31 March 2022 respectively. These special purpose financial statements are Ind AS converged financial statements, prepared by the Management of the Company by applying Ind AS conversion adjustments to the Subsidiary Companys Financial Statements. The original financial statements of the Subsidiary were presented in US Dollars ($), being the functional and presentation currency of the Subsidiary, and were prepared in accordance with the Generally Accepted Accounting Principles in the United States of America ("US GAAP"). These US GAAP financial statements were audited by Mercurius & Associates LLP (formerly known as AJSH & Co LLP). The purpose of these special purpose financial statements is to facilitate the preparation of the restated consolidated financial statements of the Company for the years ended 31 March 2024, 31 March 2023, and 31 March 2022. These special purpose financial statements were subsequently reviewed by Manoj Mundra and Associates ("Other Auditor"), and whose report has been furnished to us by the Companys management and our opinion on the restated consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on the report of the Other Auditor.
Another wholly-owned subsidiary of the Company namely IDFC Securities Singapore Pte. Ltd ("WOS"), incorporated in Singapore was dissolved and liquidated w.e.f. date November 16, 2021. The Company has filed an application to Reserve Bank of India for cancellation of Unique Document Identification Number. No financial statements of the aforesaid WOS is prepared by the Company post financial year 2019-20 and it is neither audited nor reviewed.
Our opinion on the restated Consolidated Ind AS financial statements is not modified in respect of these matters.
The Other Auditor of the subsidiary DAM Capital (USA) Inc as mentioned above, have examined the restated financial information and have confirmed that the restated financial information of the said subsidiary:
a. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively for 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 by the Company as at and for the period ended March 31, 2024, March 31, 2023 and March 31, 2022;
b. do not require any adjustment or modification; 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 also as per the reliance placed on the examination report submitted by the Other Auditor of the subsidiary for the period mentioned in paragraph 5 and 6 above, we report that the Restated Ind AS Financial Information:
a. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively 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 the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022;
b. do not require any adjustment for modification; and
c. have been prepared in accordance with the Companies Act, ICDR Regulations and the Guidance Note.
8. The Restated Ind AS Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited Ind AS Consolidated financial statements mentioned in paragraph 5 above.
9. 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 or the Other Auditor, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
11. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Document to be filed with Registrar of Companies, Securities and Exchange Board of India, BSE Limited and National Stock Exchange of India Limited in connection with the proposed Offer. 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 KKC & Associates LLP |
Chartered Accountants |
(formerly Khimji Kunverji & Co LLP) |
Firm Registration Number: 105146W/W100621 |
Devang Doshi |
Membership Number : 140056 |
UDIN: 24140056BKFFPV6864 |
Place: Mumbai |
Date: August 09, 2024 |
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