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Liqvd Digital India Ltd Auditor Reports

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Oct 9, 2026|04:01:00 PM

Liqvd Digital India Ltd Share Price Auditors Report

on the Restated Financial Statements of Liqvd Digital India Limited (Formerly known as Liqvd Digital India Private Limited)

To,

The Board of Directors Liqvd Digital India Limited

(Formerly known as Liqvd Digital India Private Limited)

B-206, Second Avenue CTS No 17/2A/1 Subhash Nagar, Village Vyarvail MIDC, Andheri East, Chakala MIDC, Mumbai, Maharashtra, India 400093.

Dear Sir,

Subject: Restated Financial Information of Liqvd Digital India Limited for the years ended March 31, 2026, March 31, 2025 and March 31, 2024 prepared for inclusion in the Red Herring Prospectus / Prospectus in connection with the proposed SME Initial Public Offering of Equity Shares.

1. We, JMMK & Co ("we" or "us" or "JMMK & Co." ) have examined the attached Restated Financial Information of Liqvd Digital India Limited (Formerly known as Liqvd Digital India Private Limited)

(hereinafter referred to as "the Company") and its subsidiaries (the company and its subsidiary together referred to as "Group") comprises the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2026; the Restated Consolidated Statement of Profit and Loss and the Restated Consolidated Statement of Cash Flows of the Group for the year ended March 31, 2026; the Restated Standalone Statement of Assets and Liabilities of the Company as at March 31, 2025 and March 31, 2024; the Restated Standalone Statement of Profit and Loss and the Restated Standalone Statement of Cash Flows of the Company for the years ended March 31, 2025 and March 31, 2024, the Summary Statement of Significant Accounting Policies, and other explanatory information annexed to this report and prepared by the Company for the purpose of inclusion in the Offer Document (collectively the

"Restated Financial Information" or "Restated Financial Statements") annexed to this report and initiated by us for identification purposes. These Restated Financial Statements have been prepared by the management of the Company and approved by the board of directors at their meeting held on 17th August, 2026 for the purpose of inclusion in the in the Red Herring Prospectus / Prospectus ("Offer Document") in connection with its proposed Initial Public Offering (IPO) of equity shares.

2. The Restated Financial Statements have been prepared in accordance with the requirements of:

??Section 26 of the Companies Act, 2013 (herein after referred to as "the Act") read with

Companies (Prospectus and Allotment of Securities) Rules 2014 as amended from time to time;

??The Securities and Exchange Board of India ["SEBI"] (Issue of Capital and Disclosure

Requirements) Regulations 2018 ("ICDR Regulations") and related amendments / clarifications from time to time issued by the SEBI

??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").

3. The Companys Board of Directors is responsible for the preparation of the Restated Financial

Statements for the purpose of inclusion in the RHP/ Prospectus to be filed with Securities and Exchange

Board of India,"), SME Platform ("IPO" or "SME IPO") of Bombay Stock Exchange of India Limited ("BSE") and Registrar of Companies and Registrar of Companies in connection with the proposed SME IPO. The Restated Financial Statements have been prepared by the management of the Company in accordance with the basis of preparation stated in Annexure IV of the Restated Financial Information. The respective Board of Directors of the Companies responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statement. The respective 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 Restated Financial Statements taking into consideration:

a) The terms of reference to our engagement letter dated 12th May, 2025 with the Company requesting us to carry out the assignment, in connection with the proposed IPO of Equity

Shares on Bombay Stock Exchange of India Limited ("IPO" or "SME IPO"); and b) The Guidance Note also requires that we comply with ethical requirements of the Code of ethics issued by ICAI; c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; d) the requirement of Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibility in relation to your compliance with the Act, SEBI ICDR and the Guidance Note in connection with the issue.

5. These Restated Financial Statements have been compiled by the management of the company from:

i) Audited Consolidated financial statements of the Group as at and for the year ended March

31, 2026 prepared in accordance with the Accounting Standards (referred to as "AS") as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounting

Standards) Rules, 2021, as amended, and other accounting principles generally accepted in India ("Audited Consolidated Financial Statements 2026") which have been approved by the Board of Directors.

ii) Audited Standalone financial statements of the Company as at and for the years ended March 31, 2025 and March 31, 2024 prepared in accordance with the Accounting Standards (referred to as "AS") as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounting Standards) Rules, 2021, as amended, and other accounting principles generally accepted in India ("Audited Standalone Financial

Statements 2025" and "Audited Standalone Financial Statements 2024" ) which have been approved by the Board of Directors.

6. The Companys Financial Statement for the financial year ended March 31, 2026, March 31, 2025 and March 31, 2024 which have been approved by the Board of Directors at their meeting dated 23rd May, 2026; 25th August, 2025 and 14th August,2024 respectively and books of accounts underlying those financial statements and other records of the Company, to the extent considered necessary for the preparation of the Restated Financial Statement of the Company for the financial year ended on March 31, 2026, March 31, 2025 and March 31, 2024 have been audited by us being Statutory Auditors of the Company and had issued unqualified reports for these years.

7. The audit of the financial statements of subsidiaries included in the Restated Financial Information for the financial year ended March 31, 2026 were conducted by O P Bagla & Co LLP. The financial information of these subsidiaries reflects their respective share of Revenue from operations included in the Restated Financial Information. We have not audited the financial statements of such subsidiaries. Our examination and reporting on the Restated Financial Statements, insofar as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the audit reports issued by the other auditors and furnished to us by the Management. (Rs in Lakhs)

Particulars

For the year ended March 31, 2026
Number of Subsidiary 1
Revenue of Subsidiary 2885.11
Number of Step-down Foreign Subsidiary 1
Revenue of Step-down Foreign Subsidiary 1576.63

8. a) The Restated Financial Statements in relation to the subsidiary company, AdLift Marketing Private Limited, was examined by the other auditor, whose reports have been received and included in the Restated Financial Statements. The Restated Financial Statements in relation to the step-down foreign subsidiary, AdLift Inc. (USA), were examined by the other auditor, whose report has been furnished to us by the Companys Management. The financial statements of AdLift Inc. have been audited under generally accepted auditing standards applicable in the United States of America, and have been converted from accounting principles generally accepted in the USA to accounting principles generally accepted in India by the Subsidiary Companys management; auditor of AdLift Marketing Private Limited audited these conversion adjustments. Our examination, in so far as it relates to the amounts and disclosures included in the Restated Financial Information in respect of the step-down subsidiary, is based solely on the report of the Other Auditor and the conversion adjustments made by the management of the Subsidiary Company and audited by other auditor. Other auditor has confirmed that the restated financial statements of such subsidiaries:

? have been made after incorporating adjustments for changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the respective financial periods to reflect the same accounting treatment as per the accounting policies and groupings/classifications as at March 31, 2026;

? does not contain any qualifications requiring adjustments; and

? have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note;

8. b) Emphasis of Matter We draw attention to:

(i) Note 29 of Annexure V to the Restated Financial Information regarding the acquisition of AdLift Marketing Private Limited (and consequently the step-down foreign subsidiary AdLift Inc.) with effect from 4 April 2025; and (ii) Note 48(T) of Annexure V regarding the non-registration of charge created in favour of ICICI Bank Limited in respect of the vehicle loan. Our opinion is not modified in respect of these matters.

9. Based on our examination and according to the information and explanations given to us we report that the Restated Financial Information:

? have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and years ended March 31, 2026, March 31, 2025 and March 31, 2024; ? have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note. ? there are no extraordinary items that need to be disclosed separately in the accounts. ? There are no qualifications in the Auditors Reports requiring any adjustments to the Restated Financial Information.

10. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and engagement letter, we report that:

? The "Restated Statement of Asset And Liabilities" of the Company for the financial year ended on March 31, 2026, March 31, 2025 and March 31, 2024 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 Financial Statements to this report.

? The "Restated Statement of Profit and Loss" of the Company for the financial year ended on at March 31, 2026, March 31, 2025 and March 31, 2024 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 Financial Statements to this report.

? The "Restated Statement of Cash Flows" of the Company for the financial year ended on at March 31, 2026, March 31, 2025 and March 31, 2024 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 the Restated Financial Statements to this report.

11. We have been subjected to the peer review process of the ICAI and hold a valid peer review certificate issued by the "Peer Review Board" of the Institute of Chartered Accountants of India ("ICAI"). Peer Review Certificate No. 016716, issued on 06-05-2024 and valid till 30-04-2027

12. 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 financial year ended on at March 31, 2026, 2025 and 2024 proposed to be included in the Red Herring Prospectus/ Prospectus ("Offer Document").

13. The preparation and presentation of the Financial Statements referred to above are based on the Audited Financial Statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company.

14. 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.

15. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

16. In our opinion, the above financial information contained in Annexure I to V of this report read with the respective Significant Accounting Policies and Notes to Restated Summary Statements as set out in Annexure IV are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note.

Restriction on Use and Distribution

17. Our report is intended solely for use of the management and for inclusion in the offer document(s) to be filed with SEBI, relevant stock exchange(s) and Registrar of Companies 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.

Jitendra Doshi

Partner

Membership No.: 151274

Place: Mumbai

Date: 17th August, 2026

UDIN: 26151274BUFKOR7645

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