To,
The Board of Directors,
FlySBS Aviation Limited
(Formerly known as FlySBS Aviation Private Limited) Plot no. 16 (NP), 3rd Floor, Indiqube Palmyra, SIDCO Indusrial Estate, Ekkatuthangal, Guindy Industrial Estate, Chennai, Chennai City Corporation, Tamil Nadu, India, 600032 (the "Company").
Respected Sirs/ Madams,
1) We have examined the attached Restated Financial Information of FlySBS Aviation Limited (Formerly known as FlySBS Aviation Private Limited) (the "Company" or the "Issuer"), comprising of the Restated Statement of
Assets and Liabilities as at December 31, 2024 and March 31, 2024, March 31, 2023, and March 31, 2022, the Restated Statements of Profit and Loss, the Restated Statement of Cash Flows for the period ended December 31, 2024 and for the year ended on March 31, 2024, March 31, 2023, and March 31, 2022, Statement of Significant Accounting Policies, and other explanatory information (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 08/04/2025, for the purpose of inclusion in the Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus (collectively known as the
" Offer Document") prepared by the Company in connection with its proposed Initial Public Offer of equity shares
(" SME IPO") 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").
2) The Company?s Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Offer Document to be filed with Securities and Exchange Board of India, relevant stock exchanges and the Registrar of Companies, Tamil Nadu in connection with the proposed SME IPO. The Restated Financial Information has been prepared by the management of the Company as per "Basis of Preparation" paragraph stated in Note 2(i) to the Notes to the Restated Financial Information. The Board of Directors? responsibility includes 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 read with SEBI Communication, as applicable.
3) We have examined such Restated Financial Information taking into consideration:
(a) The terms of reference and terms of our engagement are agreed upon with you in accordance with our engagement letter dated February 08, 2025 in connection with the proposed SME IPO of Equity Shares of FlySBS Aviation Limited (the "Issuer Company") on SME Platform of National Stock Change ("NSE
Emerge")
(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 SME IPO.
4) These Restated Financial Information have been compiled by the management from
a. Audited Special Purpose Financial Statements of the Company for the period from 01/04/2024 to
31/12/2024 prepared in accordance with Accounting Standards as prescribed under section 133 of the Act and other accounting principles generally accepted in India, which has been approved by Board of Directors at their meeting held on 08/04/2025.
b. Audited financial statements of the company for the years ended March 31, 2024, March 31, 2023 and
March 31, 2022 prepared in accordance with Accounting Standards as prescribed under Section 133 of the Act read with the Companies (Accounting Standards) Rules, 2015 or 2021, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on 08/04/2025.
5) For the purpose of our examination,
a. Auditor?s Report issued by us dated on 08/04/2025 and the Financial Statements of the Company for the period from 01/04/2024 to 31/12/2024, and
b. Auditors? Report issued by the Previous Auditors dated September 20, 2024, September 01, 2023 and September 30, 2022 on the financial statements of the Company as at and for the years ended March 31, 2024, 2023 and 2022 respectively as referred in Paragraph 4(b) above.
The Audit for the financial years ended March 31, 2024, 2023 and 2022 was conducted by the Company?s previous auditors KRMM & Associates, Chartered Accountants ("the Previous Auditor"). The Previous auditors resigned during the year due to pre occupation and were not in the position to examine the Restated Statement of Assets and Liabilities and the Restated Statements of Profit and Loss and Restated Cash flow Statements, the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the Audited Financial Information). We have performed adequate procedures to restate the Financial Information for the said years. The Examination Report included for the said years is based solely on the report submitted by the Previous Auditor.
6) There were no qualifications in the Audit Report issued by us and by previous auditor as at and for the period from 01/04/2024 to 31/12/2024 and for the years ended on March 31,2024,2023,2022 which would require adjustments in this Restated Financial Information of this Company.
7) 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 (If any) for the changes in accounting policies, material errors and regrouping/ reclassifications retrospectively in the financial years ended 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 year ended March 31, 2024;
b) Have been made after giving effect to the matter(s) giving rise to modifications mentioned in paragraph 6 above; and
c) Have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note
d) The Restated summary statements have been made after incorporating adjustments for prior period and other material amounts in the respective financial years to which they relate, if any and there are no qualifications which require adjustments.
e) Extra Ordinary items that need to be disclosed separately in the accounts have been disclosed wherever required.
f) There was no change in accounting policies, which need to be adjusted against in the Restated Summary Statement. The details of prior period adjustments are given in Annexure of the Restated Financial Statements.
g) From the financial years 2021-22, 2022-2023, 2023-2024 and for the period 01/04/2024 to 31/12/2024 i.e the period covered in the restatement, the company has not declared and paid any dividend.
8) We have also examined the following other financial information relating to the company prepared by the Management and as approved by the Board of Directors of the company and annexed to this report relating to the company as at and for the period from 01/04/2024 to 31/12/2024 and as at and for the years ended on March 31, 2024 2023 and 2022 proposed to be included in the Draft Red Herring Prospectus/Red Herring Prospectus/ Prospectus.
Annexure No. Particulars |
1 Statement of Assets & Liabilities as Restated |
2 Statement of Profit & Loss as Restated |
3 Statement of Cash Flow as Restated |
4 Significant Accounting Policy and Notes to the Restated Summary Statements |
5 Adjustments made in Restated Financial Statements / Regrouping Notes |
6 Statement of Share Capital as Restated |
7 Statement of Reserves & Surplus as Restated |
8 Statement of Long-Term Borrowings as Restated |
9 Statement of Deferred Tax Liabilities as Restated |
10 Statement of Long -Term Provisions as Restated |
11 Statement of Short - Term Borrowings as Restated |
12 Statement of Trade Payables as Restated |
13 Statement of Other Current Liabilities as Restated |
14 Statement of Short - Term Provisions as Restated |
15 Statement of Property, Plant and Equipment and Depreciation as Restated |
16 Statement of Long Term Loans and Advances as Restated |
17 Statement of Other Non-Current Assets as Restated |
18 Statement of Inventories as Restated |
19 Statement of Trade Receivables as Restated |
20 Statement of Cash & Cash Equivalents as Restated |
21 Statement of Short Term Loans and Advances as Restated |
22 Statement of Other Current Assets as Restated |
23 Statement of Revenue from Operations as Restated |
24 Statement of Other Income as Restated |
25 Statement of Direct Expenses as Restated |
26 Statement of Employees Benefit Expenses as Restated |
27 Statement of Finance Cost as Restated |
28 Statement of Depreciation and Amortization Expenses as Restated |
29 Statement of Other Expenses as Restated |
30 Statement of Earnings Per Share as Restated |
31 Statement of Tax Shelter as Restated |
32 Statement of Related Parties Transactions as Restated |
33 Statement of Provision for Gratuity as Restated |
34 Statement of Contingent Liability as Restated |
Statement of Additional Disclosures with Respect to amendments to schedule - III as |
35 |
Restated |
36 Statement of Capitalization Statement as Restated |
9) We, M/s A. JOHN MORIS & CO, Chartered Accountants 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.
10) The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Audited Financial Statements mentioned in paragraph 4 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 us, 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) We 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.
14) Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to be filed with the Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies, Chennai in connection with the proposed SME 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 A. JOHN MORIS & CO |
Chartered Accountants |
ICAI Firm Registration No: 007220S |
S Muralikannan |
Partner |
Membership No.: 211698 |
UDIN: 25211698BMICVB8002 |
Date: 08-04-2025 |
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