Independent Auditors Examination Report on Restated Financial Statements
To,
The Board of Directors, Simran Agrovet Limited
(Formerly Known as Simran Agrovet Private Limited) CIN: U15400MP2017PLC043674
Dear Sir/Maam,
We Khandelwal Kakani & Co. Chartered Accountants have examined the attached Restated Financial statements and other financial information of Simran Agrovet Limited ( Formerly Known as Simran Agrovet Private Limited) (the "Company" or the "issuer") comprising the Restated statement of Assets and Liabilities, restated Statement of Profit and Loss and the restated statement of Cash flows as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 annexed to this report and prepared by the Company for the purpose of inclusion in the Draft Prospectus / Prospectus (proposed to be filed with the Securities and Exchange Board of India ("SEBI") and SME platform of National Stock Exchange of India Limited ( the "Stock Exchange") and Prospectus proposed to be filed with Registrar of Companies, Gwalior and thereafter with SEBI and Stock Exchange in connection with its proposed initial public offer of equity shares having face value of Rs. 10 at such price arrived, as may be decided by Companys Board of Directors.
1. 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 of 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 Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India as amended from time to time (the "Guidance Note").
Responsibilities of Management and Those Charged with Governance for the Financial Statements
2. The Management and Board of Directors of the company are responsible for the preparation of the Restated Financial Statement & other financial information for the purpose of inclusion in the Draft Prospectus/Prospectus to be filed with Securities and Exchange Board of India, SME platform of National Stock Exchange of India Limited (the "Stock Exchange") and Registrar of Companies, Gwalior 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 Responsibility for the Audit of the Financial Statements
3. We have examined the accompanied,
I. the Restated Statement of Assets and Liabilities (Annexure-1). II. the "Restated Statement of Profit and Loss (Annexure-2), III. the Restated Statement of Cash Flows" (Annexure 3)
for the financial period ended on March 31, 2025, March 31, 2024, March 31, 2023, as on above dates, forming Part of the Financial Information dealt with by this Report, detailed below after taking into consideration: a) the Guidance Note; The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics Issued by the ICAI; b) Concepts of test checks and materiality to obtain reasonable assurance based on the verification of evidence supporting the Restated Financial Information: and c) the requirements of Section 26 of the Companies Act, 2013 and the ICDR Regulations.
All three annexures read together with the Significant Accounting Policies (Annexure-4) thereon, which are the responsibility of the Companys management.
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 Offer.
4 . In terms of Schedule VI (Part A) (11)(1)(A)(i) of the SEBI (ICDR) Regulations, 2018 and other provisions relating to accounts of Simran Agrovet Limited, we, M/s. Khandelwal Kakani And Company, Chartered Accountants, have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
The Restated Financial Information have been compiled by the management of the Company from:
5. The information has been extracted from the Audited Financial Statements of the company for the financial year ended on March 31, 2025, March 31, 2024, March 31, 2023. The Financial Statements of the company for the period ended on March 31, 2025, March 31, 2024, March 31, 2023, is audited by M/s. Khandelwal Kakani & Company, Chartered Accountants (Peer Review), which were approved by the Board of Directors as on that date and upon which we have placed our reliance while reporting.
6 . Based on our examination, we report that:
I. The "Restated Financial Statement of Assets and Liabilities" as set out in Annexure 1, Restated Financial Statement of Profit and Loss" as set out in Annexure 2, "Restated Financial Statement of Cash Flows" as set out in Annexure 3, to this report, of the Company as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 is prepared by the Company and approved by the Board of Directors. These Restated Financial Statements have been arrived at after making such adjustments and regroupings to the Financial Statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies as set out in Annexure 4 & and Notes to Accounts to this Report.
II. The Restated Financial Statements have been made after incorporating adjustments for:
a) The changes, if any, in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policy for all the reporting period /years. b) Prior period and other material amount in the respective financial years to which they relate.
III. The audit reports on the Financial Statements of the Company as at and for period ended on March 31, 2025, March 31, 2024, March 31, 2023, as referred in paragraph 3 above, expresses an unmodified opinion for the years ended March 31, 2025, March 31, 2024, March 31, 2023.
a) Other 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 years ended March 31, 2025, 2024 and 2023.
b) 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 Adjustment in the financial statement, as restated (Annexure-IV (A))
| ii. | Statement of Reconciliation of Net Worth, as restated (Annexure-IV (B)) |
| iii. | Statement of Equity Share Capital, as restated (Annexure-1) |
| iv. | Statement of Reserves & Surplus, as restated (Annexure-2) |
| v. | Statement of Long-Term Borrowings, as restated (Annexure3) |
| vi. | Statement of Other Long-Term Liabilities, as restated (Annexure-4) |
| vii. | Statement of Deferred tax Liabilities, as restated (Annexure-5) |
| viii. | Statement of Long-Term Provisions, as restated (Annexure-6) |
| ix. | Statement of Short-Term Borrowing, as restated (Annexure-7) |
| x. | Statement of Trade Payables, as restated (Annexure-8) |
| xi. | Statement of Short-Term Provisions, as restated (Annexure-9) |
| xii. | Statement of Other Current Liabilities, as restated (Annexure-10) |
| xiii. | Statement of Property, Plant and Equipment, as restated (Annexure-11) |
| xiv. | Statement of Other Non-Current Assets, as restated (Annexure-12) |
| xv. | Statement of Inventory, as restated (Annexure-13) |
| xvi. | Statement of Trade Receivables, as restated (Annexure-14) |
| xvii. | Statement of Cash and Cash Equivalents, as restated (Annexure-15) |
| xviii. | Statement of Short Terms Loans and Advances, as restated (Annexure-16) |
| xix. | Statement of Other Current Asset, as restated (Annexure-17) |
| xx. | Statement of Revenue from Operations, as restated (Annexure-18) |
| xxi. | Statement of Other Income, as restated (Annexure-19) |
| xxii. | Statement of Cost of Material Consumed, as restated (Annexure-20) |
| xxiii. | Statement of Farm Expenses, as restated (Annexure-21) |
| xxiv. | Statement of Feedmill Expenses, as restated (Annexure-22) |
| xxv. | Statement of Administrative Expenses, as restated (Annexure-23) |
| xxvi. | Statement of Employee Benefit Expenses, as restated (Annexure-24) |
| xxvii. | Statement of Finance Cost, as restated (Annexure-25) |
| xxviii. | Statement of Payment to Auditor, as restated (Annexure-26) |
| xxix. | Statement of Employee Benefits -Gratuity (Annexure-27) |
| xxx. | Statement Showing Earnings per equity share As Restated (Annexure-28) |
| xxxi. | Statement of Contingent Liabilities, as restated (Annexure-29) |
| xxxii. | Statement of Related Party Transactions, as restated (Annexure-3) |
| xxxiii. | Statement of Summary Accounting Ratios, as restated (Annexure-31) |
| xxxiv. | Statement of Summary Analytical Ratios, as restated (Annexure-32) |
| xxxv. | Statement of Capitalization, as restated (Annexure-33) |
| xxxvi. | Statement of Tax Shelter, as restated (Annexure-34) |
Conclusion
7. Based on our examination and according to the information and explanations given to us in our opinion, the Restated Financial Statements and the other Financial Information set forth in Annexure 1 to 34 read with the significant 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.
8. 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. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
Restriction on Use and other clauses
9. Our report is intended solely for use of the Board of Directors of the Company for inclusion in the Draft Prospectus to be filed with SEBI and the Stock Exchanges, ROC in connection with the proposed Offer. 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 KHANDELWAL KAKANI & CO. Chartered Accountants FRN: 001311C
Sd/-
CA V.K. Khandelwal Partner M No. 070546
UDIN No: 25070546BMJLKI8596
Place: Indore
Date: 25-07-2025
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