To,
The Board of Directors Mother Nutri Foods Limited Survey no 276/1, opp. Petrol Pump, Mahuva-Bhavnagar Road, at Otha,
Bhavnagar, Mahuva, Gujarat, India, 364295
Dear Sir,
1. We have examined the attached Restated Financial Information of Mother Nutri Foods Limited (the
"Company") comprising the Restated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024, March 31, 2023 the Restated Statement of Profit and Loss and the Restated Cash Flow Statement for the period ended March 31, 2025, March 31, 2024, and March 31, 2023, the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively referred to as, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 06 September,2025 for the purpose of inclusion in the DRHP/RHP/Prospectus prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("IPO") on SME Platform of BSE SME Limited ("BSE SME").
These restated Summary Statement have been 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 Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the DRHP/RHP/Prospectus to be filed with the BSE SME, Registrar of Companies, Gujarat 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 Annexure 4 to the Restated Financial Information. The responsibilities of the Board of Directors of the Company include 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.
3. We have examined such Restated 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 January 23, 2024 in connection with the proposed IPO of equity shares of Mother Nutri Foods Limited (the "Issuer Company") on BSE SME;
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 IPO.
4. These Restated Financial Information have been compiled by the management from:
a. Audited Financial Statements of the Company for the period from April 01, 2024 to March 31, 2025 prepared in accordance with Accounting Standards specified under section 133 of the Act and other accounting principles generally accepted in India, which has been approved by the Board of Directors at their meeting held on August 14, 2025.
b. Restated Audited Financial Statements of the Company for the years ended on March 31, 2025, March 31,
2024, and March 31, 2023, prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act read with Companies (Accounting Standards) Rules as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on September 06, 2025
5. We have Audited the financial statements of the company for the period from April 01, 2024 to March 31, 2025 and prepared in accordance with the accounting standards as prescribed under Section 133 of the Act 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 the proposed IPO, Which have been approved by the Board of Directors. We have issued our report dated August 14, 2025 on this financial information to the Board of Directors who have approved these in their meeting held on August 14, 2025.
6. For the purpose of our examination, we have relied on:
a. Auditors Report issued by us dated August 14, 2025 on the financial statement of the Company for the period from April 01, 2024 to March 31, 2025.
b. Auditors Report issued by us dated September 26, 2024 on the financial statement of the Company for the period from April 01, 2023 to March 31, 2024. c. Auditors Report issued by M/s Meghrajsinh Gohil & Co., Chartered Accountants dated September 27, 2023 for the financial year ended March 31, 2023 respectively.
The Audit for the previous financial years were conducted by the Companys previous auditors by M/s Meghrajsinh Gohil & Co., Chartered Accountants for the financial year ended March 31, 2023 ("the Previous Auditor). 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.
7. There were no qualifications in the Audit Reports issued by us and by previous auditor as at and for the period from April 01, 2024 to March 31, 2025, and as at and for the years ended March 31, 2024, March 31, 2023, and which would require adjustments in this Restated Financial Information of the Company.
8. We draw attention to the following matters:
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 Other Financial Information | |
7 |
Statement of Capitalization Statement as restated | |
8 |
Statement of Acquisition of Business | |
9 |
Statement of Tax Shelter | |
Notes |
Particulars |
|
| 3 | Notes to Share Capital as restated |
|
| 4 | Notes to Reserves & Surpluses as restated |
|
| 5 | Notes to Short-Term Borrowings as restated |
|
| 6 | Notes to Long-Term Provisions as restated |
|
| 7 | Notes to Short Term Borrowings |
|
| 8 | Notes to Trade Payable as restated |
|
| 9 | Notes to Other Current Liabilities as restated |
|
| 10 | Notes to Short-Term Provisions as restated |
|
| 11 | Notes to Property, Plant and Equipment & Depreciations as restated |
|
| 12 | Notes to Deferred Tax Asset as restated |
|
| 13 | Notes to Other Non-Current Assets as restated |
|
| 14 | Notes to Inventories |
|
| 15 | Notes to Trade Receivable as restated |
|
| 16 | Notes to Cash & Bank Balance as restated |
|
| 17 | Notes to Short term loans and advances as restated |
|
| 18 | Notes to Other Current Assets as restated |
|
| 19 | Notes to Revenue from operations as restated |
|
| 20 | Notes to Other Income as restated |
|
| 21 | Notes to Purchase of Stock in Trade as restated |
|
| 22 | Notes to Changes in Inventories of work in progress, finished goods, |
|
stock in trade as Restated |
||
| 23 | Notes to Employee Benefit Expense as Restated |
|
| 24 | Notes to Finance Cost as Restated |
|
| 25 | Notes to Depreciation & Amortization Expenses as restated |
|
| 26 | Notes to Other Expenses as restated |
|
| 27 | Notes to Tax Expense as Restated |
|
| 28 | Notes to Earning per share as Restated |
|
| 29 | Notes to Auditors Remuneration as Restated |
|
| 30 | Notes to Disclosure of liability of Gratuity & Compensated Absences as |
|
Restated |
||
| 31 | Notes to Related Parties Transactions & Balances as restated |
|
| 32 | Notes to Corporate Social Responsiblity as restated |
|
| 33 | Notes to Security of Current Assets Against Borrowings |
|
| 34 | Notes to Loans and Advances given to Related Parties |
|
| 35 | Notes to Contingent Liablities |
|
| 36 | Notes to Value of Import on CIF basis |
|
| 37 | Notes to Value of imported and indigenous Purchase of Stock in |
|
trade |
||
| 38 | Notes to Earnings in Foreign Currencies |
|
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 April 01, 2024 to March 31, 2025, and as at and for the years ended March 31, 2023, March 31, 2022 proposed to be included in the DRHP/RHP/ Prospectus. i. Note 9.1 to restated financial information regarding the professional tax payable, professional tax has been deducted by the company from employees for period beginning from April 2022, the same remains unpaid during financial year, but subsequently paid in full in FY 2024-25 ensuring compliance with all relevant statutory requirements of Professional Tax.
Our opinion is not modified in respect of this matter.
9. Based on our examination and according to the information and explanations given to us, we report that:
a. 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; b. The Restated Summary Statements do not require any adjustments for the matter(s) giving rise to modifications mentioned in paragraph 7 above. c. The Restated Standalone Summary Statements 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/period 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 has been disclosed wherever required; From Financial Years 2022-23 to period up to March 31, 2025, the period covered in the restatement, the Company has not declared and paid any dividend.
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 as at and for the period from April 2024 to March 2025, and as at and for the years ended March 31, 2024, March 31, 2023 proposed to be included in the DRHP/RHP/Prospectus.
11.We, M/s. Ratan Chandak & 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.
12.The Restated Financial Information do not reflect the effects of events that occurred subsequent to audited financial statements mentioned in paragraph 5 above.
13.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.
14.We have no responsibility to update our report for events and circumstances occurring after the date of the report.
15.Our report is intended solely for use of the Board of Directors for inclusion in the DRHP/RHP/Prospectus to be filed with the BSE SME and Registrar of Companies, Gujarat 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, Ratan Chandak & Co.LLP
Chartered Accountants Firm Reg No: 108696W/W101028 Peer Review Certificate No: 015016
CA Jagadish Laxman Sate (Partner) Membership No: 182935
Place: Navi Mumbai Date: 06 September, 2025 UDIN: 25182935BMIIFF1240
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