Patel Retail Ltd Auditor Reports

INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED FINANCIAL INFORMATION

To,

The Board of Directors Patel Retail Limited

Dear Sirs,

1. We have examined the attached Restated Financial Information of Patel Retail Limited (Formerly known as Patel Retail Private Limited) (the "Company") comprising the Restated Statement of Assets and Liabilities as at September 30, 2023, March 31, 2023, March 31, 2022 and March 31, 2021, the Restated Statements of Profit and Loss (including other comprehensive income), the Restated Statement of Changes in Equity, the Restated Cash Flow Statement for the six month period ended September 30, 2023 and for the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021, the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 20th March 2024 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("IPO") prepared in terms of the requirements of:
1. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");
2. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and
3. 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 to be filed with Securities and Exchange Board of India, the BSE Limited, the National Stock Exchange of India Limited and Registrar of Companies, Mumbai 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 Note no.2 to the Restated Financial Information. The Board of Directors of the Company 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.
3. We have examined such Restated Financial Information taking into consideration:
1. The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 29th September 2023 in connection with the proposed IPO of equity shares of the Company;
2. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;
3. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and
4. 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:
1. Audited special purpose interim Ind AS financial statements of the Company as at and for the six month period ended September 30, 2023 prepared in accordance with Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under section 133 of the Act and other accounting principles generally accepted in India (the "Special Purpose Interim Ind AS Financial Statements") which have been approved by the Board of Directors at their meeting held on 01st March 2024.
2. Audited Special purpose Ind AS financial statements of the Company as at and for the year ended March 31, 2023, March 31, 2022 & March 31, 2021 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on 01st March 2024. These financial statements for the year ended March 31, 2023, March 31, 2022 & March 31, 2021 have been prepared after making suitable Ind AS adjustments to the audited financial statements of the Company as at and for the year ended March 31, 2023, March 31, 2022 & March 31, 2021 prepared in accordance with the accounting standards notified under the section 133 of the Act ("Indian GAAP") audited by K C Ramrakhiyani & Co. (previous Statutory Auditor) which have been approved by the Board of Directors at their meeting held on 27th September 2023, 23rd September 2022 & 20th September 2021 respectively. There are no audit qualifications in the audit reports issued by the statutory and tax auditors for the financial year ended on 31 March 2023, March 31, 2022 and March 31, 2021 which would require adjustments in the Restated Financial Information of the Company. The financial report included for these years is based solely on the report submitted by them.
3. The Restated Financial Information also contains the proforma Ind AS financial information as at and for the year ended March 31, 2023. The proforma Ind AS financial information have been prepared by making Ind AS adjustments to the audited Indian GAAP financial statements as at and for the year ended March 31, 2023 which have been approved by the Board of Directors at their meeting held on 01st March 2024.
5. We have re-audited the special purpose financial information of the Company for the year ended March 31, 2023 prepared by the Company in accordance with the Ind AS 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 SEBI ICDR Regulation 11(1)(A)(e) of Schedule VI in relation to the proposed IPO. We have issued our report dated 01st March 2024 on this special purpose financial information to the Board of Directors who have approved these in their meeting held on 01st March 2024.
6. For the purpose of our examination, we have relied on:
1. Auditors reports issued by us dated 01st March 2024 on the financial statements of the Company as at and for the six-month period ended September 30, 2023 and Re- audited financial statements as at and for the year ended March 31, 2023 as referred in Paragraph 4.1 & 5 above; and
2. Auditors Report issued by the Previous Auditors dated 23rd September 2022 & 20th September 2021 on the IGAAP financial statements of the Company as at and for the years ended March 31, 2022 and March 31, 2021, as referred in Paragraph [4.b] above.
7. Based on our examination and according to the information and explanations given to us we report that the Restated Financial Information:
1. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the six months period ended 30 September 2023;
2. does not contain any qualifications requiring adjustments; and
3. have been prepared in accordance with the Act, ICDR Regulations, Guidance Note.
8. 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 Ind AS financial statements and audited financial statements mentioned in paragraph [4] above.
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 Previous 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 DRHP to be filed with Securities and Exchange Board of India, the BSE Limited, the National Stock Exchange of India Limited and Registrar of Companies, Mumbai 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 Kanu Doshi Associates LLP Chartered Accountants

Firm Registration Number: 104746W/W100096

SD/-

Kunal Vakharia Partner

Membership No: 148916 UDIN: 24148916BKCQLD3673

Place: Mumbai

Date: 20th March 2024