Independent Auditors Examination Report on Restated Financial Statements
To,
The Board of Directors,
Omara Ventures India Limited
(Formerly known Omara Ventures India Private Limited)
SCO 162-163, Sector 9-C, Madhya Marg,
Chandigarh, India - 160009
Dear Sir(s),
1. We, [M/s Mehan Associates, Chartered Accountants] ("we" or "us") have examined the attached Restated Financial Information of Omara Ventures India Limited ("Company") ("Offer") (Formerly known as Omara Ventures India Private Limited) comprising the restated statement of assets and liabilities as at March 31st, 2026, March 31st, 2025 and March 31st, 2024, restated statement of profit and loss and restated cash flow statement for the financial year ended on March 31st, 2026, March 31st, 2025 and March 31st, 2024 and the summary statement of material accounting policies and other explanatory information (collectively referred to as the "Restated Financial Information" or "Restated Financial Statements") annexed to this report and initialed 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 in connection with the proposed Initial Public Offering on the SME platform of the BSE (Bombay Stock Exchange) ("IPO" or "SME IPO") of the company.
2. The said Restated Financial Statements and other Financial Information have been prepared in accordance with the requirements of :
i) 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;
ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") and related amendments/clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI");
iii) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India ("Guidance Note").
3. We, [M/s Mehan Associates, Chartered Accountants] have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and holds the peer review certificate dated 16.01.2025 valid till 31.05.2027.
Managements Responsibility for the Restated Financial Information
4. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statement & other financial information for the purpose of inclusion in the Draft Red Herring Prospectus ("Offer Document") to be filed with Securities and Exchange Board of India, Stock exchanges and Registrar of Companies of Chandigarh in connection with the proposed IPO. The Board of Directors responsibility includes 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.
Auditors Responsibilities
5. We have examined the accompanied Restated Financial Statements taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated February 24th, 2026 in connection with the proposed IPO of equity shares of the Issuer;
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 Statements;
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.
6. These Restated Standalone Financial Information have been compiled by the Companys management from:
a. The audited financial statements of the Company as at and for the financial year ended March 31st, 2026 prepared by the Management in accordance with Accounting Standard (referred to as "AS") as prescribed under Section 133 of the Act, read with Companies (Accounting Standards) Rules 2006, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on May 26th, 2026.
b. The audited financial statements of the Company as at and for the financial year ended March 31st, 2025 prepared by the Management in accordance with Accounting Standard (referred to as "AS") as prescribed under Section 133 of the Act, read with Companies (Accounting Standards) Rules 2006, 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 4th, 2025.
c. The audited financial statements of the Company as at and for the financial year ended March 31st, 2024 prepared by the Management in accordance with Accounting Standard (referred to as "AS") as prescribed under Section 133 of the Act, read with Companies (Accounting Standards) Rules 2006, 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 02nd, 2024.
7. Based on our examination and according to the information and explanations given to us, we are of the opinion that the Restated Financial Statements:
i. Have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the period ended on and financial year ended March 31st, 2026, March 31st, 2025 and March 31st, 2024.
ii. Do not require any adjustment for modification as there is no modification in the underlying audit reports;
iii. 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;
iv. Have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.
8. In accordance with the requirements of Part I of Chapter III of Act including rules made therein, ICDR Regulations, Guidance Note and Engagement Letter, we report that:
a. The "Restated Statement of Assets & Liabilities" as set out in Annexure I to this report, of the Company as at March 31st 2026, March 31st 2025 and March 31st 2024, are prepared by the Company and approved by the Board of Directors. This Statement of Assets and Liabilities, 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.
b. The "Restated Statement of Profit & Loss" as set out in Annexure II to this report, of the Company for the year ended March 31st, 2026 March 31st, 2025 and March 31st, 2024, are prepared by the Company and approved by the Board of Directors. This Statement of Profit and Loss, 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.
c. The "Restated Statement of Cash Flow" as set out in Annexure III to this report, of the Company for the period March 31st, 2026, March 31st, 2025 and March 31st, 2024, are prepared by the Company and approved by the Board of Directors. This 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.
d. The audit reports on the financial statements of the Company as at and for the ended year ended March 31st, 2026 , March 31st, 2025 and March 31st, 2024, as referred in paragraph 7 above, expresses an unmodified opinion.
e. No Other adverse remarks/comments in the Companies (Auditors Report) Order, 2020 ("the Order"), as amended, issued by the Central Government of India in terms of sub - section (11) of section 143 of the act, on financial statements of the company for the financial year ended March 31st, 2026, March 31st, 2025 and March 31st, 2024.
9. At the request of the company, 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:
Annexure of Restated Financial Statements of the Company: -
i. Statement of Significant Accounting Policies as appearing Annexure : IV
ii. Statement of Adjustments of Restated Financial Statements as appearing in Annexure: V
iii. Share Capital as appearing in Annexure: VI
iv. Reserves & Surplus as appearing in Annexure: VII
v. Long-Term Borrowings as appearing in Annexure: VIII
vi. Long-Term Provisions as appearing in Annexure: IX
vii. Note 1 to Annexure IX, XII & XXV - Long-Term Provisions, Short-Term Provision and Employee Benefit Expenses
viii. Short-Term Borrowings as appearing in Annexure: X
ix. Note 1 to Annexure VIII & X - Long-Term Borrowings & Short-Term Borrowings
x. Note 2 to Annexure VIII & X - Long-Term Borrowings & Short-Term Borrowings
xi. Trade Payables as appearing in Annexure: XI
xii. Note 1 to Annexure XI - Ageing Analysis of Trade Payables
xiii. Short-Term Provisions as appearing in Annexure: XII
xiv. Other Current Liabilities as appearing in Annexure: XIII
xv. Property, Plant & Equipments as appearing in Annexure: XIV
xvi. Deferred Tax Assets (Net) as appearing in Annexure: XV
xvii. Long-Term Loans & Advances as appearing in Annexure: XVI
xviii. Inventories as appearing in Annexure: XVII
xix. Trade Receivables as appearing in Annexure: XVIII
xx. Note 1 to Annexure XVIII - Ageing Analysis of Trade Receivables
xxi. Cash & Cash Equivalents as appearing in Annexure: XIX
xxii. Short-Term Loans & Advances as appearing in Annexure: XX
xxiii. Revenue From Operations as appearing in Annexure: XXI
xxiv. Other income as appearing in Annexure: XXII
xxv. Purchase of Traded Goods as appearing in Annexure: XXIII
xxvi. Changes in Inventories of Stock In Trade as appearing in Annexure: XXIV
xxvii. Employee Benefits Expense as appearing in Annexure: XXV
xxviii. Finance Costs as appearing in Annexure: XXVI
xxix. Other Expenses as appearing in Annexure: XXVII
xxx. Notes to the Re-stated Financial Statements as appearing in Annexure: XXVIII
xxxi. Statement of Accounting & Other Ratios as appearing in Annexure: XXIX
xxxii. Note A to Annexure XXIX - Ratio Analysis
xxxiii. Statement of Capitalization as appearing in Annexure: XXX
xxxiv. Statement of T ax Shelter as appearing in Annexure: XXXI
10. In our opinion, the Restated Financial Statements and the other Financial Information set forth in Annexure I to XXXI read with the material accounting policies and notes to the restated financial statements have been prepared in accordance with section 26 of Companies Act, 2013 and the SEBI Regulations and the Guidance Note on the reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI).
Consequently, the financial information has been prepared after making such regroupings and adjustments as were, in our opinion, considered appropriate to comply with the same. As a result of these regrouping and adjustments, the amount reported in the financial information may not necessarily be the same as those appearing in the respective audited financial statements for the relevant years.
11. This 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.
12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
13. This report is intended solely for your information and for inclusion in the Offer document in connection with the Companys proposed IPO of equity shares and is not to be used, referred to or distributed for any other purpose without our prior written consent.
For, M/s MEHAN ASSOCIATES |
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CHARTERED ACCOUNTANTS |
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FRN: 004592N |
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Peer Review No.: 019269 |
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CA. SANJEEV MEHAN |
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PARTNER |
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M. NO: 083735 |
DATE: 16TH JUNE, 2026 |
UDIN: 26083735YLSJIL5599 |
PLACE: CHANDIGARH |
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