Independent Auditors Examination Report on Restated Consolidated Financial Information
The Board of Directors
Infinity Infoway Limited,
(Formerly known as Infinity Infoway Private Limited)
P-9, Nr. Water Tank, Visvakarma Society, Mavadichokdi, Rajkot, Gujarat, India, 360004
Dear Sir,
We have examined the attached Restated Consolidated Financial Information (as defined hereinafter) Infinity Infoway Limited, (Formerly known as Infinity Infoway Private Limited) ("the Company" or "the issuer"), and its Associate company Infinity Transoft Solution Private Limited ("the Associate") (the company and the associate together "the group") comprising the Consolidated Restated Statement of Assets and Liabilities for the years ended on March 31, 2025, March 31, 2024 and March 31, 2023, the Consolidated Restated Statements of Profit and Loss (including other comprehensive income) for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, the Consolidated Restated Statement of Changes in Equity, the Restated Cash Flow Statement for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, the Summary 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 15th May, 2025 for the purpose of inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus ("DRHP/RHP/Prospectus") prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("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").
1. The Board is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the DRHP/RHP/Prospectus to be filed with the stock exchanges where the equity shares of the Company are proposed to be listed i.e. SME Platform of BSE Limited - ("BSE SME") ("Stock Exchange") and RHP/Prospectus to be filled with Registrar of Companies, Ahmedabad, Gujarat ("ROC") and SEBI, in connection with the proposed IPO. The Restated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Note No. 1 to the Restated Financial Information.
2. The responsibilities of the Board of Directors of the group includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Board is also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.
3. We have examined such Restated 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 18th April, 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 Financial Information; and
d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist the board of directors in meeting their responsibilities in relation to the compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the proposed IPO.
4. These Restated Consolidated Financial Information have been compiled by the management from:
a) Audited Consolidated Financial Statements of the group for the year ended March 31, 2025 and March 31, 2024 prepared in accordance with Ind AS notified under Companies Act, 2013, specified under section 133 of the Act and other accounting principles generally accepted in India which have been approved by the Board of Directors at their meeting held on 15th May, 2025 and 31st August, 2024.
b) The financial information for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 included in such restated financial information have been prepared by the management by preparing/adopting Ind-AS financial statements wherein Ind-AS transition / restatement adjustments have been made to the audited financial statements of the Company and prepared in accordance with the Indian accounting standards as notified under Companies Act, 2013.
5. For the purpose of our examination, we have relied on:
a) Auditors report issued by us dated 15th May, 2025 on the Consolidated financial statements of the Company as at 31st March, 2025.
b) Auditors report issued by us dated 31st August, 2024 on the Consolidated financial statements of the Company as at 31st March, 2024.
The Ind-AS transition and restatement adjustments made to such audited financial statements (referred as above) to comply with Ind-AS along with the basis of preparation set out in Note 1 to the Restated Financial Information and statement of reconciliation thereof set out in Note 49, have been verified by us.
6. Based on our examination and according to the information and explanations given to us, we report that the Restated Consolidated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial ended on March 31, 2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping / classifications followed as at for the period ended on March 31, 2025;
b) have been prepared after incorporating IND AS Adjustment to the audited Indian GAAP financial statements as at and for the year ended on March 31, 2024 and March 31, 2023 as mentioned in notes to restated financial information
c) does not contain any qualification requiring adjustments.
d) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
7. The Restated Consolidated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned as above.
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. The report is updated for the events and circumstances as on the date of the signing of the report and not later.
10.Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with Stock Exchange and RHP/Prospectus to be filed with Stock Exchange, SEBI and ROC 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 into whose hands it may come without our prior consent in writing.
For Keyur Shah & Associates |
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Chartered Accountants |
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FRN.: 333288W |
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Akhlaq Ahmad Mutvalli |
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Partner |
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Membership No.: 181329 |
Date: 15th May, 2025 |
UDIN - 25181329BMHBSM6334 |
Place: Ahmedabad |
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