on Restated Financial Statement
To,
The Board of Directors Praruh Technologies Limited,
(formerly known as Praruh Technologies Private Limited).
A-58, Sector-06 Noida, Gautam Buddha Nagar UP 201301
1. We have examined the attached Restated Financial Information of Praruh Technologies Limited (hereunder referred to "The Company" / "Issuer" ) comprising the restated Balance Sheet as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Statement of Profit & Loss, the Restated Statement of Cash Flows for the year ending on March 31, 2025, March 31, 2024 and March 31, 2023, the Statement of Basis of Preparation and Significant Accounting Policies and notes to the Restated Financial Information and other explanatory information thereto (Collectively the Restated Financial Information) as approved by the Board of Directors in their meeting held on 10.07.2025 for the purpose of inclusion in the Offer Document, prepared by the Company in connection with its Initial Public Offer (IPO) of Equity Shares, prepared by the company in terms of the requirement of: -
a. Section 26 of Part 1 of Chapter III of Companies Act, 2013, as amended (the "Act")
b. Relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended ("SEBI ICDR Regulations"): and
c. The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time ("The Guidance Note")
Managements Responsibility for the restated financial information:
2. The Companys Board of directors are responsible for the preparation of Restated Financial Information for the purpose of inclusion in the Offer Documents to be filed with Securities and Exchange Board of India, BSE Limited (Stock Exchange") and Registrar of Companies in connection with the proposed IPO. The Restated Financial Information have been prepared by the management of the Company for the years ended on March 31, 2025, March 31, 2024 and March 31, 2023, on the basis of Financial Information.
The Board of Directors is responsible for designing, implementing, and maintaining appropriate internal controls to ensure the accurate preparation and presentation of the Restated Financial Information. Additionally, the Board is tasked with identifying and ensuring the Companys compliance with the Act, SEBI ICDR Regulations, and the Guidance Note.
Auditors Responsibility
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 27.06.2025 in connection with the proposed IPO 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 Information; and
d) The requirements of Section 26 of the Act and the SEBI ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the proposed IPO;
Restated Financial Information as per audited Financial Statements
4. These Restated Financial Information have been compiled by the management from the audited financial statements of the Company as on March 31, 2025 prepared in accordance with Accounting Standards notified Under section 133 of the act and other accounting principles generally accepted in India which have been approved by the board of directors at their meeting held on 10.07.2025 The comparative information for the year ended March 31, 2024 and March 31, 2023 included in such financial statements are derived as per requirements of Part A of Schedule VI of the ICDR Regulations, prepared in accordance with the Accounting Standards notified under the section 133 of the Act and other
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accounting principles generally accepted in India.
5. For the purpose of our examination, we have relied on audited financial statement provided to us for relevant financial year of the company.
6. In accordance with the requirements of Section 26 of Part I of Chapter III of the Act read with, the ICDR Regulations and the Guidance Note, we report that:
a) The Restated Balance Sheet of the Companyfor the year ended March 31, 2025, March 31, 2024 and March 31, 2023 examined by us, as set out to this report, have been arrived at after making adjustments and regrouping/reclassifications as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes on Restated Financial Information.
b) The Restated Statement of Profit & Loss of the Company, including for the year ending on March 31, 2025, March 31, 2024 and March 31, 2023 examined by us, as set out in Annexure to this report, have been arrived at after making adjustments and regrouping/reclassifications as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes on Restated Financial Information.
c) The Restated Statement of Cash Flows of the Company, including for the year ending on March 31, 2025, March 31 2024 and March 31, 2023 examined by us, as set out to this report, have been arrived at after making adjustments and regrouping/reclassifications as in our opinion were appropriate and more fully described Significant Accounting Policies and Notes on Restated FinancialInformation.
7. At the request of the company, we have also examined the following consolidated financial information ("Other Consolidated 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:
(a) Note 3 - Restated Statement of Share Capital
(b) Note 4 - Restated Statement of Reserves & Surplus
(c) Note 5 - Restated Statement of Long-term Borrowings
(d) Note 6 - -Restated Statement of Long-term Provisions
(e) Note 7 - Restated of Short-term Borrowings
(f) Note 8 - Restated Statement of Trade Payables
(g) Note 9 - Restated Statement of Short Term Provisions
(h) Note 10- Restated Statement of Other Current Liabilities
(i) Note 11- Restated Statement of Current Tax Liabilities
(j) Note 12 - Restated Statement of Property, Plant & Equipment and Intangible Assets
(k) Note 13 - Restated Statement of Non- current investments
(l) Note 14 - Restated Statement of Deferred Tax Assets/(Liabilities)
(m) Note 15- Restated Statement of Other Non- Current Assets
(n) Note 16 - Restated Statement of Trade receivables
(o) Note 17 - Restated Statement of Cash and cash equivalents
(p) Note 18 - Restated Statement of Short Term Loans & Advances
(q) Note 19 - Restated Statement of Other current assets
(r) Note 20 - Restated Statement of Revenue from Operations
(s) Note 21 - Restated Statement of Other income
(t) Note 22- Restated Statement of cost of material Consumed
(u) Note 23 - Restated Statement of Purchases
(v) Note 24 - Restated Statement of Employee Benefit Expenses
(w) Note 25 - Restated Statement of Finance cost
(x) Note 27 - Restated Statement of Other Expenses
(y) Note 29 - Restated Statement of Earnings per Share
(z) Note -30 Restated Statement of Accounting Ratios (aa) Restated Statement of Capitalization
8. Based on our examination and according to the information and explanations given to us and based on the para 5 above, we report that the Restated Financial Information:
a) has been prepared after incorporating adjustments, if any, for the changes in accounting policies and regrouping/ reclassifications retrospectively in the financial year ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping / classifications as followed in the Financial Year ended March 31, 2025.
b) there were following observations without qualification in auditors report on the Audited financial statement of the company for the year ended March 31 2025, March 31 2024 and March 31, 2023 which could require any adjustments to the Restated Financial Information;
Attention is invited to Note No. 40 stating that the Company received a Show Cause Notice(SCN) in Form DRC-01 dated 06th May 2025 from the office of the Deputy Commissioner, Uttar Pradesh GST Department, for the financial year 2019-20, proposing a demand of ?3,67,20,000/- (Rupees Three Crore Sixty-Seven Lakh Twenty Thousand only.) under the Goods and Services Tax Act. The Company has already filed response to the SCN on 03-06-2025 within the prescribed timeline. As on the reporting date, no adverse order has been passed by the authorities. The management, based on internal evaluation and legal advice, is confident that the matter will be resolved in the favor of the company. Accordingly, no provision has been made in the books of account in respect of the said SCN. Our opinion with respect to this matter is not modified.
Attention is invited to Note No. 41stating that the reassessment proceedings under income Tax Act 1961 for the financial year 2020-21 have been concluded, and an order under Section 147 read with Section 144B of the Income Tax Act, 1961 has been passed by the Assessing Officer raising demand amount of Rs.2,34,48,100/-(Rupees Two Crore Thirty-Four Lakh Forty-Eight Thousand One Hundred only)The Company has already an appeal before the appropriate appellate authority within the prescribed time limit i.e. on 28th March 2025. Based on internal evaluation and consultation with legal advisors, the management believes that it has a strong case on merits and that the matter is likely to be resolved in the Companys favor. Therefore, no provision has been made in the books of account in respect of the said demand. Our opinion with respect to this matter is not modified.
Attention is invited to Note No. 42 stating that the Company has initiated the process of listing of its equity shares on the SME Platform of a recognized stock exchange in India. In this regard, the Company has appointed various intermediaries including a Merchant Banker, Legal Advisor, Registrar to the Issue, and other professionals to facilitate the listing process in compliance with applicable SEBI regulations and stock exchange requirements.
During the financial year, the Company has incurred an amount of Rs.10,85,897.30 /- (Rupees Ten Lakh Eighty-Five Thousand Eight Hundred Ninety-Seven and Paisa Thirty only) towards expenses related to the proposed SME listing. These include professional fees, statutory filing fees, due diligence costs, and other related expenditures. The said expenses have not been charged to the Statement of Profit and Loss and the same has been capitalized in Other Current Assets amounting to Rs. 10,85,897.30/- (Rupees Ten Lakh Eighty-Five Thousand Eight Hundred Ninety-Seven and Paisa Thirty only). As on the reporting date, the listing process is ongoing, and the Company is actively coordinating with the appointed intermediaries to complete the required formalities within next few months. Our opinion with respect to this matter is not modified.
Attention is invited to Note No. 43 stating that During the current financial year, the total managerial remuneration paid by the Company amounted to Rs. 160.37 Lakhs (Rupees One Crore Sixty Lakh Thirty-Seven Thousand only), which exceeded the limits prescribed under Section 197 read with Schedule V of the Companies Act, 2013.
In accordance with the applicable provisions of the Companies Act, 2013, the Company obtained the requisite approval from its shareholders through a Special Resolution passed at the Extra-Ordinary General Meeting held on 24th March 2025.
The Company affirms that the payment of managerial remuneration, including the amount exceeding the prescribed limits, has been made in compliance with the provisions of the Companies Act, 2013.
c) have been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance Note.
9. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on audited Financial Statements mentioned in para 4 above.
10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
12. 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, 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 prior consent in writing.
As per our report of the date
For STRG & Associates Chartered Accountants FRN: 014826N
Sd/-
CA Sanjeev Tandon (Partner)
M.No. 094634
Date: 10/07/2025 Place: Delhi
UDIN: 25094634BMMBAS202
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