To,
The Board of Directors,
Game Changers Texfab Limited
3656-P NO-21, Hathi Khanna,
Bahadur Garh Road,
Delhi 110006
(the "Company")
Dear Sir/Maam,
1. We P B S K G & COMPANY, Chartered Accountants ("we" or "us") have examined the attached Restated Financial Statement along with the Significant Accounting Policies and related notes of Game Changers Texfab Limited (Formerly Known as "Game Changers Texfab Private Limited") (the Company) as at and for the period ended December 31, 2024 and for the Financial Year ended March 31, 2024, March 31, 2023 and March 31, 2022 annexed to this report and prepared by the Company for the purpose of inclusion in the Prospectus (being collectively referred as "Issue Document") in connection with its proposed Initial Public Offer ("IPO") on the SME Platform of the BSE Limited ("BSE SME").
2. The said Restated Financial Statements and other Financial Information have been prepared in accordance with the requirements of:
a) Section 26 of Part I of Chapter III to the Companies Act, 2013 ("the Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014;
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") issued by the Securities and Exchange Board of India ("SEBI") in pursuance to Section 11 of the Securities and Exchange Board of India Act, 1992 and related amendments / clarifications from time to time.
c) The Guidance Note on Reports in Company Prospectus (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 Restated Financial Statement for the purpose of inclusion in the issue document to be filed with Stock Exchange, Securities and Exchange Board of India, and Registrar of Companies, of relevant state in connection with the proposed IPO. The Restated Financial Statements have been prepared by the management of the Company for the period ended December 31, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 on the basis of notes to the Restated Financial Statement. 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 Statement.
4. We have examined such Restated Standalone Financial Statement taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated November 24, 2024 in connection with the proposed IPO of equity shares of the Company;
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 Standalone 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 IPO.
5. These Restated Standalone Financial Statements have been compiled by the management from audited standalone Financial Statements of the Company for the stub period ended December 31, 2024 and for the year ended on March 31 2024, March 31, 2023 and March 31, 2022, which has been approved by the Board of Directors.
a) We have audited the special purpose financial information of the Company as at and for the stub period ended on
December 31, 2024 prepared by the Company in accordance with Indian Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), as amended, and other accounting principles generally accepted in India for the limited purpose of complying with the requirement of Restated Audited 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 15-01-2025 on this special purpose financial information which have been approved by the Board of Directors at their meeting held on 15-01-2025.
b) Audited Financial Statements of the Company as at and for the years ended March 31, 2024, March 31, 2023, and 2022 prepared in accordance with the IGAAP which have been approved by the Board of Directors at their meeting held on September 03, 2024, September 01, 2023, and September 03, 2022 respectively.
6. For the purpose of our examinations, we have relied on:
a) Auditors Report issued by us dated 15-01-2025 as at and for the stub period ended on December 31, 2024 as referred in Paragraph 5(a) above; and
b) Auditors Report issued by Prabhakar Pandey & Co. (the "Auditors") dated September 03, 2024 and R G Singla &
Associates) dated September 01, 2023 and September 03, 2022, on the Financial Statements of the Company for the year ended March 2024, March 31, 2023 and March 31, 2022 respectively and Auditors opinion on Financial Statement is not modified and accordingly reliance has been placed on the financial information examined by them for the said years. The financial information included for these years is based solely on the report submitted by them.
7. Based on our examination and according to the information and explanation given to us we report that:
a) The "Restated Summary Statements of Assets and Liabilities" as set out in this report, of the Company as at December 31, 2024, March 31, 2024, March 31, 2023, and March 31, 2022, is prepared by the Company and approved by the Board of Directors. These Restated Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the individual Financial Statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in this Report.
b) The "Restated Summary Statement of Profit and Loss" as set out in this report, of the Company for Stub period/Financial period/ year ended December 31, 2024, March 31, 2024, March 31, 2023, and March 31, 2022, is prepared by the Company and approved by the Board of Directors. These Restated Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual Financial Statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in this Report.
c) The "Restated Summary Statement of Cash Flow" as set out in this report, of the Company for Stub period/
Financial period/ year ended December 31, 2024, March 31, 2024, March 31, 2023, March and 31, 2022, is prepared by the Company and approved by the Board of Directors. These Statement of Cash Flow, as restated have been arrived at after making such adjustments and regroupings to the individual Financial Statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in this Report.
d) The Restated Standalone Summary Statement has been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
e) The Restated Summary Statements have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial period/years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any;
f) The Restated Summary Statements have been made after incorporating adjustments for prior period and other material amounts, if any, in the respective financial years to which they relate, if any and there is no qualification which require adjustments;
g) The Restated Summary Statements do not contain any extra ordinary items that need to be disclosed separately other than those presented in the Restated Financial Statement and do not contain any qualification requiring adjustments; h) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the stub period ended on December 31, 2024 and for the Financial Year ended March 31, 2024, 2023 and 2022 which would require adjustments in this Restated Financial Statements of the Company.
i) Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices and Notes to Accounts as set out in this report;
j) Adjustments in Restated Financial Statements have been made in accordance with the correct accounting policies; k) There was no change in accounting policies, which needs to be adjusted in the Restated Financial Statements; l) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements; m) The Company has not paid proposed any dividend in past effective for the said period. </p>
Particulars |
Note No. |
Restated Statement of Assets & Liabilities |
|
Restated Statement of Property, Plant and Equipment | 5 |
Restated Statement of Right-of-Use Assets | 6 |
Restated Statement of Intangible Assets | 7 |
Restated Statement of Intangible Assets under development | 8 |
Restated Statement of Non-Current Financial Assets - Others | 9 |
Restated Statement of Deferred tax assets (Net) | 10 |
Restated Statement of Stock-in-Trade | 13 |
Restated Statement of Trade receivables | 14 |
Restated Statement of Cash & Cash Equivalents | 15 |
Restated Statement of Current Financial Assets Others | 16 |
Restated Statement of Other Current Assets | 17 |
Restated Statement of Share Capital | 18 |
Restated Statement of Other Equity | 19 |
Restated Statement of Non-Current Financial Liabilities Borrowings | 20 |
Restated Statement of Non-current financial Liabilities - Lease Liabilities | 21 |
Restated Statement of Non-Current Liabilities Provisions | 23 |
Restated Statement of Current Financial Liabilities Borrowings | 24 |
Restated Statement of Current Financial Liabilities Lease Liabilities | 25 |
Restated Statement of Trade payables | 26 |
Restated Statement of Current Financial Liabilities Others | 27 |
Restated Statement of Other Current Liabilities | 28 |
Restated Statement of Current provisions | 29 |
Restated Statement of Current tax liabilities (Net) | 30 |
Particulars |
Note No. |
Restated Statement of Profit & Loss |
|
Restated Statement of Revenue from operations | 31 |
Restated Statement of Other Income | 32 |
Restated Statement of Cost of Material Consumed | 33 |
Restated Statement of Employees Benefit Expenses | 34 |
Restated Statement of Finance Costs | 35 |
Restated Statement of Depreciation and amortization expenses | 36 |
Restated Statement of Other Expenses | 37 |
Restated Statement of Income taxes expenses | 38 |
Restated Statement of Earnings per share | 39 |
Restated Statement of Capital management | 40 |
Restated Statement of Fair value measurement | 41 |
Restated Statement of Financial Risk Management | 42 |
Restated Statement of IND AS 115 - Revenue from contracts with Customers | 43 |
Restated Statement of IND AS 116 - Leases | 44 |
Restated Statement of IND AS-19 - Employee benefits | 45 |
Restated Statement of First-time adoption of IND AS | 46 |
Restated Statement of Commitments and contingent liabilities | 47 |
Restated Statement of Related Party disclosures | 48 |
Restated Statement of Segment information | 49 |
Restated Statement of Title deeds of Immovable Properties not held in name of the Company | 50 |
Restated Statement of Declaration of Struck off company | 51 |
Restated Statement of Subsequent events | 52 |
Restated Statement of Employee share-based payments | 53 |
Restated Statement of Additional regulatory and other information as required by the Schedule III to the Companies Act 2013 |
54 |
Other Annexures: |
|
Restated Statement of Cash Flows | |
Statement of Change in Equity | |
Significant Accounting Policies | 1-4 |
Restated Statement of Tax Shelter | 55 |
Statement of Capitalization, As Restated | 56 |
Note on borrowings | 57 |
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 years ended December 31, 2024, March 31, 2024, March 31, 2023, and March 31, 2022 proposed to be included in the Red Herring Prospectus/Prospectus.
9. We, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and our peer Review Certificate is valid as on the date of signing of this report.
10. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements.
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 the Company Auditors, 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. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Red Herring Prospectus to be filed with Stock exchanges 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 whose hands it may come without our prior consent in writing.
For P B S K G & COMPANY |
Chartered Accountants |
FRN: 024350N |
CA RAJAT GUPTA |
Partner |
M. No.: 508216 |
Peer Review Certificate No.: 017980 |
UDIN: 25508216BMONVJ5683 |
Place: New Delhi |
Date: 15-01-2025 |
M/s Game Changers Texfab Limited (Formerly known as Game Changers Texfab Private Limited) (CIN:U14101DL2015PLC278723) Add: 3656-P NO-21, Hathi Khanna, Bahadur Garh Road, Delhi 110006
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