To,
The Board of Directors,
Neelam Linens and Garments (India) Limited,
Dear Sir,
1. We have examined the attached Restated Financial Information of Neelam Linens and Garments (India) Limited (the Company or the Issuer) comprising the Restated Balance Sheet Statement of Asset and Liabilities as at June 30th, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Statement of Profit & Loss Account and Restated Statement of Cash Flow for the period ended on June 30th, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, the summary statement of significant accounting policies, and other explanatory information (collectively, the Restated Standalone Financial Information), as approved by the Board of Directors of the company for the purpose of inclusion in the Draft Prospectus/Prospectus prepared by the Company in connection with its proposed SME Initial Public Offer (SME IPO) of equity shares at SME Platform of NSE Limited (NSE SME EMERGE).
2. These Restated Summary Statements 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 ("ICDR Regulations"), as amended time to time; 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).
3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Draft Prospectus /Prospectus to be filed with the stock exchanges where the equity shares of the Company are proposed to be listed, in connection with the proposed SME IPO. The Restated Standalone Financial Information have been prepared by the management of the Company on the basis of preparation stated in Note 1 to the Restated Standalone Financial Information. The respective Board of Directors of the Company are responsible for designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Standalone 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.
4. We have examined such Restated Standalone 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 in connection with the proposed IPO of equity shares of the issuer; b. The Guidance Note. 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 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.
5. These Restated Standalone Financial Information have been compiled by the management from the Audited Standalone Financial Statements of the Company for the three-month period ended on June 30, 2024, and financial years 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 standalone financial statements of the company as at and for the three months period ended on June 30, 2024, prepared by the company in accordance with Indian Accounting Standard (Indian GAAP) for the limited purpose of complying with the requirement of Restated Audited Financial statements in the offer documents should not be more than six months old from the issue opening date as required by ICDR Regulations in relation to the proposed IPO. We have issued our report dated 21 October, 2024 on this special purpose which have been approved by the Board of Directors at their meeting held on 21 October, 2024. b) Audited financial statements of the Company as at and for the years ended March 31, 2024, 2023 and 2022 prepared in accordance with the Indian Accounting Standards (Indian GAAP) which had been approved by the Board of Directors at their meeting held on August 25, 2024; September 05, 2023 and September 22, 2022 respectively 6. For the purpose of our examination, we have relied on: a) Auditors Report issued by previous auditor dated on August 25th 2024, September 05, 2023 and September 22, 2022 on the standalone financial statements of the company as at and for the years ended March 31, 2024, 2023 and 2022, as referred in Paragraph 5(b) above. The audits for the financial years ended March 31 2024 and 2023 were conducted by previous auditors MASD and Co LLP, Chartered Accountants (the Previous Auditors), and March 31, 2022 was conducted by the Companys other previous auditors, Dinesh Mehta & Associate, Chartered Accountant (the Other Previous Auditors), and accordingly reliance has been placed on the restated standalone statement of assets and liabilities and the restated standalone statements of profit and loss and cash flow statements, the Summary Statement of Significant Accounting Policies, and other explanatory information and examined by them for the said years. 7.Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the audit report submitted by the Previous Auditors for the respective years, we report that the Restated Standalone Financial Information: a. The Restated standalone Summary Statement of Assets and Liabilities as set out in Annexure I to this report, of the Company as at and for the for the three-month period ended on June 30, 2024, and financial years ended on March 31, 2024, March 31, 2023, and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Restated standalone summary 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 These fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.
b. The "Restated Standalone Summary Statement of Profit and Loss" as set out in Annexure II to this report, of the Company as at and for the three-month period ended on June 30, 2024, and financial years ended on March 31, 2024, March 31, 2023, and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Restated Standalone Summary 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 Note 1 of Annexure IV to this Report.
c. The "Restated Standalone Summary Statement of Cash flow" as set out in Annexure III to this report, of the Company as at and for the three-month period ended on June 30, 2024, and financial years ended on March 31, 2024, March 31, 2023, and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Restated Standalone Summary Statement of Cash flow 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 Note 1 of Annexure IV to this Report.
d. The Restated Standalone Summary Statement have 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 in the respective financial years/period to which they relate, if any and there are no qualifications which require adjustments;
g. There are no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments.
h. There were no qualifications in the Audit Reports issued by the Statutory Auditors as at and for the for the three-month period ended on June 30, 2024, and financial years ended on March 31, 2024, March 31, 2023, and March 31, 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 Note 1 of Annexure IV to this report;
j. There were no changes in accounting policies.
k. There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements;
l. The company has not proposed any dividend in past effective for the said period.
m. Adequate disclosure has been made in the financial statements as required to be made by the issuer as per schedule III of the Companies Act, 2013.
n. The accounting standards prescribed under the Companies act, 2013 have been followed.
o. The financial statements present a true and fair view of the companys accounts.
8. We have also examined the following financial information ("Other Financial Information") proposed to be included in the offer document prepared by the management and approved by the board of directors of the company and annexed to this report:
Particulars | Note No. of Annexure V |
Restated Share capital | 2 |
Restated Reserves and surplus | 3 |
Restated Long-term borrowings | 4 |
Restated Short-term borrowings | 5 |
Restated Trade payables | 6 |
Restated Other current liabilities | 7 |
Restated Short-term provisions | 8 |
Restated Property, Plant & Equipment | 9 |
Restated Deferred Tax Asset | 10 |
Restated Other non-current assets | 11 |
Restated Inventories | 12 |
Restated Trade Receivables | 13 |
Restated Cash and cash equivalents | 13 |
Restated Short Term Loans & Advances | 15 |
Restated Other current Assets | 16 |
Restated Revenue from Operations | 17 |
Restated Other Income | 18 |
Restated Cost of Material Consumed | 19 |
Restated Employee benefits expense | 20 |
Restated Finance Costs | 21 |
Restated Depreciation and amortization expenses | 22 |
Restated Other Expenses | 23 |
Restated Earnings per share | 24 |
7. The Restated Standalone Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements.
8. We, M/s PDMS and Co., 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.
9. 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.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
11. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Prospectus/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 into whose hands it may come without our prior consent in writing.
12. In our opinion, the above financial information contained in these Restated Standalone Financial Statements read with the respective Significant Accounting Polices and Notes to Accounts as set out 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 and give a true and fair view in conformity with the accounting principles generally accepted in India, to the extent applicable.
Yours sincerely, |
For PDMS and Co. |
Chartered Accountants |
FRN: 19621C |
Sd/- |
CA Sachin Pathak |
Partner |
M No:0 99065 |
Place: Mumbai |
Date: 21-10-2024 |
UDIN: 24099065BKALQE8400 |
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