To,
The Board of Directors
Gabion Technologies India Limited
(Formerly known as "Gabion Technologies India Private Limited")
38, S/F, Near MCD Park, Mohammadpur, New Delhi, India, 110066
1. We have examined the attached restated financial information of Gabion Technologies India Limited
(formally known as "Gabion Technologies India Private Limited") (hereinafter referred to as "the
Company") comprising the restated statement of standalone assets and liabilities as at September 30, 2024; March 31, 2024, 2023 and 2022, restated statement of standalone profit and loss and restated cash flow statement for the period ended on September 30, 2024 and for the financial year ended on March 31, 2024, 2023 and 2022 and the summary statement of significant accounting policies and other explanatory information (collectively referred to as the "Restated Financial Information" or "Standalone Restated Financial Statements") annexed to this report and initialed by us for identification purposes. These Standalone Restated Financial Statements have been prepared by the management of the Company and approved by the board of directors at their meeting in connection with the proposed Initial Public Offering on EMERGE Platform ("IPO" or
" EMERGE IPO") of National Stock Exchange of India Limited ("NSE") of the company.
2. These restated summary statements have been prepared in accordance with the requirements of:
(i) Section 26 of Part I of Chapter III of 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 Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI"); (iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("Guidance Note")
3. The Companys Board of Directors is responsible for the preparation of the Standalone Restated Financial Statements for inclusion in the Draft Red-Herring Prospectus/ Red-Herring Prospectus/ Prospectus ("Offer Document") to be filed with Securities and Exchange Board of India ("SEBI"),
NSE and Registrar of Companies (Delhi) in connection with the proposed IPO. The Standalone Restated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Annexure IV to the Standalone Restated Financial Statements. The responsibility of the board of directors of the Company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Standalone Restated Financial Statements. 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 Standalone Restated Financial Statements taking into consideration:
(i) The terms of reference and terms of our engagement letter requesting us to carry out the assignment, in connection with the proposed EMERGE IPO;
(ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;
(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Standalone Restated Financial Statements;
(iv) 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. The Standalone Restated Financial Statements of the Company have been compiled by the management from audited financial statements for the period ended on September 30, 2024 and the year ended on March 31, 2024, 2023 and 2022.
6. Audit for the period ended on September 30, 2024 was audited by us vide our report dt. March 26, 2025. Audit for the financial year ended March 31, 2024; March 31, 2023 and March 31, 2022 was conducted by S. Lohia & Associates vide report dt. November 15, 2024; September 30, 2023 and August 31, 2022 respectively. There are no audit qualifications in the audit reports which would require adjustments in the Standalone Restated Financial Statements of the Company. The financial report included for these years is based solely on the report submitted by them.
7. We have audited the special purpose financial information of the company for the year ended March 31, 2024 prepared by the Company in accordance with the IGAAP for the limited 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 March 20, 2025 on these special purpose financial information to the Board of Directors who have approved these in their meeting held on March 20, 2025
8. Based on our examination and according to information and explanations given to us, we are of the opinion that the Standalone Restated Financial Statements:
a) Have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial year ended on March 31, 2024, 2023 and 2022.
b) do not require any adjustment for modification as there is no modification in the underlying audit reports; c) have 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, ICDR Regulations and Guidance Note.
9. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and engagement letter, we report that:
(i) The "restated statement of asset and liabilities" of the Company as at September 30, 2024; March 31, 2024, 2023 and 2022 examined by us, as set out in Annexure I to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.
(ii) The "restated statement of profit and loss" of the Company for the period ended as at September 30, 2024 and for the financial year ended as at March 31, 2024, 2023 and 2022 examined by us, as set out in Annexure II to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.
(iii) The "restated statement of cash flows" of the Company for the period ended on September 30, 2024 and for the financial year ended as at March 31, 2024, 2023 and 2022 examined by us, as set out in Annexure III to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to restated summary statements to this report.
10. 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 for the period ended September 30, 2024 and for the financial year ended as at March 31, 2024, 2023 and 2022 proposed to be included in the Offer Document.
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 any other firm of Chartered Accountants 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 document to be filed with
SEBI, NSE and Registrar of Companies (Delhi) in connection with the proposed EMERGE 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, SVJ & Company |
Chartered Accountants |
FRN: 020356C |
Sd/- |
Saurabh Jain |
Partner |
M.No.: 536736 |
Place: New Delhi |
Date: 26/03/2025 |
UDIN: 25536736BMOECJ2334 |
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