The Board of Directors
M/s. Prostarm Info Systems Limited
Plot No. EL 79, Electronic Zone,
TTC, MIDC, Mahape, Navi Mumbai,
Thane, Maharashtra, India, 400710
Dear Sirs,
1. We Mansaka Ravi & Associates, Chartered Accountants (we or us") have examined the attached Restated Consolidated Financial Information of M/s. Prostarm Info Systems Limited, (the "Company" or the "Issuer") and its subsidiaries, (the Company together with its subsidiaries hereinafter referred to as "the Group") as approved by the Board of Directors of the Company at their meeting held on 17th April, 2025, for the purpose of inclusion in the Updated Draft Red Herring Prospectus ("UDRHP"), Red Herring Prospectus ("RHP") and Prospectus prepared by the Company in connection with its proposed initial public offer of equity shares ("IPO") prepared in accordance with the requirements of:
a) Section 26 and 32 of Part I of Chapter III of the Companies Act 2013 (the "Act").
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018, as amended ("ICDR Regulations");
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) (as amended) issued by the Institute of Chartered Accountants of India ("ICAI"), (the "Guidance Note").
d) Email dated 28 October 2021 from Securities and Exchange Board of India ("SEBI") to Association of Investment Bankers of India, instructing lead managers to ensure that companies provide financial statements prepared in accordance with Indian Accounting Standards (Ind-AS) for financial statements of the Company as at and for the six months ended December 31,2024 and for the Fiscals 2024, 2023 and 2022.
Managements Responsibility for the Restated Consolidated Financial Information
2. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the UDRHP, RHP and Prospectus to be filed with Securities and Exchange Board of India ("SEBI"), National Stock Exchange of India Limited ("NSE"), BSE Limited ("BSE") and Registrar of Companies, Maharashtra, situated at Mumbai ("RoC") in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Note 1 of Annexure V to the Restated Consolidated Financial Information. The responsibility of Board of Directors of the Company and its subsidiary includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective Board of Directors are also responsible for identifying and ensuring that the Company and its subsidiary complies with the Act, ICDR Regulations and the Guidance Note.
Auditors Responsibilities
3. We have examined such Restated Consolidated 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 18th September, 2024, requesting us to carry out the assignment, in connection with the proposed IPO of equity shares of the Company;
b) The Guidance Note also requires that we comply with ethical requirements of the Code of Ethics Issued by ICAI;
c) concepts of test checks and materiality to obtain reasonable assurance based on the verification of evidencesupporting the Restated Consolidated Financial Information; and
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 and the ICDR Regulations in connection with the proposed IPO of the equity shares of the Company.
Restated Consolidated Financial Information
4. These Restated Consolidated Financial Information have been compiled by the management of the Company from:
a) Audited consolidated financial statements of the Group as at and for the stub-period/year ended December 31, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 prepared in accordance with Indian Accounting Standards (referred to as "Ind AS") as prescribed under section 133 of the Act read with Companies (ndian 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 meetings held on 10th April, 2025, 26th August, 2024, 10th July, 2023 and 3rd September, 2022 respectively.
b) The audited consolidated financial statements referred to in paragraph (a) above includes financial statements and other financial information in relation to the Companys subsidiary,as listed below, which are audited by Other Auditors:
Name of the Entity |
Relationship | Name of Audit Firm | Period audited by Other Auditors |
Prostarm Energy Systems Pvt Ltd |
Subsidiary | BSA & Associates LLP | July 17, 2021 (Date of Incorporation) to March 31,2022 |
Prostarm Energy Systems Pvt Ltd |
Subsidiary | BSA & Associates LLP | For the Year ended March 31,2023 |
Prostarm Energy Systems Pvt Ltd |
Subsidiary | BSA & Associates LLP | For the Year ended March 31,2024 |
Prostarm Energy Systems Pvt Ltd |
Subsidiary | BSA & Associates LLP | For the Stub-Period ended December 31,2024 |
5. For the purpose of our examination, we have relied on Auditors report issued by us, dated 10th April, 2025 26th August, 2024, 10th July, 2023 and 3rd September, 2022 on Audited Consolidated Financial Statement; of the Group as at and for the stub-period/year ended December 31, 2024, March 31, 2024, March 31,202> and March 31,2022 respectively as referred in Paragraph 4 (a) above.
6. As indicated in our audit reports referred above, we did not audit the financial statements of subsidiary whose share of total assets, total revenues and net cash inflows / (outflows) included in consolidated financial statements for the relevant years is tabulated below, which have been audited by other audito M/s BSA & Associates LLP, Chartered Accountants and whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports o the other auditors:
(Rs. In Lakhs)
As at and for the period /year ended |
Total Assets of Subsidiary | Total revenue of Subsidiary | Net Cash Inflow/ (outflow) of Subsidiary |
December 31, 2024 |
1184.71 | 552.27 | (10.57) |
March 31,2024 |
630.22 | 1934.30 | (11.22) |
March 31,2023 |
1287.21 | 1345.07 | 13.19 |
March 31,2022 |
817.46 | 70.33 | 14.18 |
The other auditors of the subsidiary as mentioned above, have confirmed that the Restated Consolidated Financial Information:
(i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed for the stub-period ended December 31, 2024.
(ii) do not contain any qualifications requiring adjustments; and
(iii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
7. Based on our examination and according to the information and explanations given to us as at and for the stub-period/years ended December 31, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 and also as per the reliance placed on the examination reports submitted by Other Auditors as at and for the stub- period/years ended December 31, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 in respect of the Companys subsidiary, we report that Restated Consolidated Financial Information:
i. 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, 2024, March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the stub-period ended December 31,2024;
ii. do not require any adjustment for modification as there is no modification in the underlying audit reports. However, those qualifications in the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act and the emphasis of matter above and reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) which do not require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in Appendix A of this document and Annexure VII to the Restated Consolidated Financial Information; and
iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
8. Since there are some differences in the Equity and Profit (Loss) as per the Audited Financial Statements and the restated financial information, a reconciliation is furnished as Annexure - VII to the restated financial statements.
9. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited consolidated financial statements mentioned in paragraph 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 issued by us, 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. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that perform Audits and Reviews of Historic Financial Information, and Other Assurance and Related Services Engagements, Issued by ICAI. We hereby confirm that while providing this certificate we have complied with the Code of Ethics issued by the Institute of Chartered Accountants of India.
13. Our report is intended solely for use of the Board of Directors for inclusion in the UDRHP, RHP and Prospectus to be filed with Securities and Exchange Board of India, National Stock Exchange of India Limited and Bombay Stock Exchange Limited 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 Mansaka Ravi & Associates Chartered Accountants ICAI Firm Regn. No.: 015023C
UDIN: 25410816BMLHYW3627 |
(CA Ravi Mansaka) |
Place: Navi Mumbai |
Partner |
Date: 17th April, 2025 |
M. No.410816 |
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