Independent Auditors Report
To,
The Board of Directors
Panchatv Bharat limited,
(bormerly Known as Panchatv Bharat Private Umiled)
Property No. IX/3615, situated at Sat Narayan Mandir Gali.
Gandhi Nagar. Delhi-110031
Dear Sir.
We have examined the attached Restated Financial Statements along with significant accounting policies and related notes of Panchatv Bharat Limited, (the "Company") (Formerly Known as Panchatv Bharat Private United) comprising the Restated Statements of Assets and Liabilities, the Restated Statement of Profit & Loss, the Restated Cash Flow Statement for the years ended March 31, 2025. March 31, 2024. and March 31, 2023 annexed to this report (collectively referred to as the "Restated Financial Statements") prepared by the Company and duly approved by the Board of Directors at their meeting held on June 25, 2025 of the Company for the purpose of inclusion in the Draft Red Herring Prospectus I Red Herring Prospectus / Prospectus (hereinafter "Offer Documents"), in connection with its proposed Initial Public Offer ("IPO") on the SMH Platform of BSE.
1. These Restated Financial Statements have been prepared in accordance with the requirements of:
(i) Section 26 of Part 1 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") issued by the Securities and Exchange Board of India ("SEBI") in pursuance to Section 11 of the Securities and Exchange Board of India Act. 1992 and related amendments/ clarifications from time to time;
(iii) The terms of reference to our engagements with the Company requesting us to carry out the assignment, in connection with the Draft Red Herring Prospectus / Red Herring Prospectus / Prospectus being issued by the Company for its proposed IPO of equity shares to be listed on the SME platform of BSE; and
(iv) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute ol Chartered Accountants of India ("Guidance Note") as amended from time to time.
2. The Restated Financial Statements of the Company have been prepared by the management based on the following:
1. Financial statements of the Company for the period and year ended March 31, 2025.
2. Financial statements for the years ending March 31, 2024 and March 31, 2023 of M/s S.R. Fabrics, M/s S.G. Traders and M/s Neelmadhav textiles (proprietorship firms).
3. We have examined such 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 May 28. 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 Statements; and
d. The requirements of Section 26 of The Companies Act. 2013 and the ICDR Regulations issued by SF3BI. 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 company as at and for the period March 06. 2024 to March 31, 2025 prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act. read with Rule 7 of the companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India.
b. Audited Financial Statement for the linancial year ended March 31, 2024 and March 31, 2023 ol M/s S.R. Fabrics, M/s S.G. Traders and M/s Neelmadhav textiles, both prepared in accordance with the Accounting Principles generally accepted in India by making adjustments for Indian GAAP as applicable to corporates to the audited financial statements for the year ended of above non-corporate entities as at March 31,2024 and March 3!, 2023 which were originally prepared as per Indian GAAP as applicable to these non-corporates.
5. For the purposes of our examination, we have retied on:
a. Audited financial statements ol Panchatv Bharat Limited (Formerly known as Panchatv Bharat Private Limited) for the period March 06, 2024 to March 31, 2025, which was conducted by us via our audit report dated June 10. 2025.
b. Audited financial statements of M/s. S.R. Fabrics (erstwhile proprietorship firm) for the financial year ended March 31, 2024 and March 31, 2023 which were audited by us M/s JVA & Associates. Chartered Accountants via our audit report dated 18-07-2024 and 27-09-2023 respectively.
c. Audited financial statements of M/s. S.G Traders and M/s NeeSmadhav Textiles (erstwhile proprietorship firms) for the financial year ended March 31, 2024 and March 31, 2023 which were audited by us M/s. JVA & Associates, Chartered Accountants via their audit report dated 02-05-2024 and 29-09-2023 respectively.
6. In accordance with the requirements of Section 26 of Part 1 of Chapter 111 of Act including rules made therein, 1CDR Regulations, Guidance Note and Engagement Letter, we report that:
(i) The "Restated Financial Statement of Assets and Liabilities as set out in Annexure I to this report, of the Company as at March 31, 2025, March 31, 2024, and March 31, 2023 are prepared by the Company and approved by the Board of Directors at their meeting held on June 25, 2025. These Restated Financial Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company/Firms, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.
(ii) The "Restated Financial Statement of Profit and Loss" as set out in Annexure II to this report, of the Company for years ended March 31, 2025, March 31, 2024, and March 31, 2023 arc prepared by the Company and approved by the Board of Directors at their meeting held on June 25, 2025. These Restated Financial Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements ol the Company/Firms, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.
(iii) The "Restated Financial Statement of Cash Flow" as set out in Annexure III to this report, of the Company for years ended March 31, 2025. March 31, 2024, and March 31, 2023 arc prepared by the Company and approved by the Board of Directors at their meeting held on June 25, 2025. These Statement of Cash Flow, as restated have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company/Firms. as in our opinion were appropriate and more fully described in Significant Accounting Policies and Motes to Accounts as set out in Annexure IV to this Report.
7. Based on the above and also as per the reliance placed by us on the audited financial statements of the Proprietorship Firms, we are of the opinion that:
a) The Restated Financial Statements have been made alter incorporating adjustments for the changes in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policy for all reporting years, if any;
b) The Restated Financial Statements have been made after incorporating adjustments for prior period and other material amounts in the respective financial years to which they relate and there are no qualifications which require adjustments;
c) Fxlra-ordinary items that need to be disclosed separately in the accounts has been disclosed wherever required;
d) There were no qualifications in the Audit Reports issued by the Auditors for the financia year ended on March 31, 2024 and March 31, 2023 which would require adjustments in this Restated Financial Statements of the Company;
e) Profits and losses have been arrived at after charging all expenses including depreciati. >n and after making such adjustmcnts/rcstatemcnts 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 Annexure IV to this report;
f) Adjustments in Restated Financial Statements have been made in accordance with the correct accounting policies, which includes change in method of depreciation. Since Proprietorship Firms were taken over into company, so in Audited Financials Depreciation is charged at rates specified under income tax act since it was a proprietorship firm, which was charged in Restatement as per Companies Act, 2013;
- recognition of expenses on time proportionate basis. In accordance with Accounting Standards expenses in Restated have been charged to Profit and Loss account on time proportionate basis.
- recognition of deferred tax. Since Proprietorship Firms were taken over into company, so in \udited Financials no deferred tax was recognized, which has been recognized in restatement as per Accounting Standards.
- change in estimate of income tax. Since Proprietorship Firms were taken over into company, so in Audited Financials provision for Income lax was not made and the tax rates there also different, which has been changed and recognized in restatement as per Tax rates applicable to companies.
g) There was no change in accounting policies, which needs to he adjusted in the Restated Financial Statements except mentioned in clause (a and f) above:
h) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements;
i) The company has not proposed any dividend for the years ended March 31, 2025, March 31,2024, and March 31, 2023.
8. 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 at their meeting held on June 25. 2025 and annexed to this report relating to the Company for years ended March 31, 2025, March 31. 2024, and March 31, 2023 proposed to be included in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus (Offer Document") for the proposed IPO.
Annex ure |
Particulars |
|
I |
Restated Summary Statement of Assets and Liabilities |
|
II |
Restated Summary Statement of Profit and Loss |
|
III |
Restated Cash Flow Statement |
|
IV |
Company Information and Significant Accounting Policies and Notes to Restated Statements |
|
IV-A |
Restated Statement of Company information |
|
IV-B |
Restated Statement of Significant Accounting Policies and Notes |
|
IV-C |
Reconciliation of Restated Profit |
|
IV-D |
Reconciliation of Restated Equity/Net Worth |
|
IV-E |
Adjustments having no Impact on Networth and Profit |
|
V |
Restated Statement of Share Capital |
|
VI |
Restated Statement of Reserves and Surplus |
|
Vll |
Restated Statement of Long-Term Borrowings |
|
Vlll |
Restated Statement of Short-Term Borrowings |
|
IX |
Restated Statement of Trade Payables |
|
X |
Restated Statement of Other Current Liabilities |
|
XI |
Restated Statement of Short-Term Provisions |
|
XII |
Restated Statement of Property Plant and Equipment |
|
XIII |
Restated Statement of Deferred Tax Assets |
|
XIV |
Restated Statement of Long Term Loans and Advances |
|
XV |
Restated Statement of Inventories |
|
XVI |
Restated Statement of Trade Receivable |
|
XVII |
Restated Statement of Cash and Cash Equivalent |
|
XVIII |
Restated Statement of Short-Term Loans and Advances |
|
XIX |
Restated Statement of Other Current Assets |
|
XX |
Restated Statement of Revenue from operations |
|
XXI |
Restated Statement of Cost of Material Consumed |
|
XXII |
Restated Statement of Change in Inventory |
|
XXIII |
Restated Statement of Employees Benefit Expenses |
|
XXIV |
Restated Statement of Finance Costs |
|
XII |
Restated Statement of Depreciation and Amortization Fixpcnses |
|
XXV |
Restated Statement of Other Expenses |
|
XXVI |
Restated Statement of Earnings per Share |
|
XXVII |
Restated Statement of Trade Payable Ageing |
|
XXVII |
Restated Statement of Trade Receivable Ageing |
|
XXVIII |
Restated Statement of Annexures forming Part of Restated Financial Statements |
|
XXV11I-1 |
Restated Statement of Payment to Auditor |
|
XXVII1-2 |
Restated Statement of Related Party Transactions |
|
XXVI11-3 |
Restated Statement of Corporate Social Responsibility |
|
xxvni-4 |
Restated Statement of Additional Regulatory Information as per Para Y of Schedule 111 to Companies Act, 2013 |
|
XXIX |
Restated Statement of Accounting Ratio |
|
XXX |
Restated Statement of Contingent Liability and Commitments |
|
XXXI |
Restated Statement of Tax Shelter |
|
XXXII |
Restated Statement of Value of Imports on C.I.F. |
|
XXXIII |
Restated Statement of Segment Reporting |
|
XXXIV |
Restated Statement of Small Enterprise and Micro Enterprise |
|
XXXV |
Restated Statement of Lease |
|
XXXVI |
Restated Statement of Capitalization Statement |
|
9. We, JVA & Associates, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAF) and hold a valid peer review certificate issued by the "Peer Review Board" of the ICAI which is valid till November 30, 2026,
10. The preparation and presentation of the Restated 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 Restated Financial Statements and information referred to above is the responsibility of the management of the Company.
11. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose interim financial statements and audited financial statements mentioned in paragraph above.
12. 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.
13. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
14. In our opinion, the above financial information contained in Annexure I to XXXVI of this report read with the respective Significant Accounting Polices and Notes to Accounts 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. .
15. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to be filed with Securities and Exchange Board of India, the stock exchanges and Registrar of Companies 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 nrior consent inwritina.
For JVA & Associates
Chartered Accountants
FRN: 026849N CV
PRCN: 014677 A
VaibhavJain Designated
partner
M. No.: 518200
UDiN: 25518200BMKSJE9870
Place: Delhi
Date: 25-06-2025.
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