(As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies (Prospectus and Allotment of Securities) Rules, 2014)
To,
The Board of Directors,
Rachit Prints Limited
(formerly known as "Rachit Prints Private Limited")
B-9, 10 & 11, Udyog Puram,
Delhi Road, Partapur, Meerut-250103.
Dear Sir/ Madam,
1. We have examined the attached Restated Financial Statements of Rachit Prints Limited (formerly known as
"Rachit Prints Private Limited") (hereinafter referred as the "Company" or "Issuer"),comprising of Restated Statement of Assets and Liabilities as at June 30,2024, March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Statement of Profit and Loss, the Restated Cash Flow Statement for the periods/years ended June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 and the Summary Statement of Significant Accounting Policies to the Restated Financial Statements (collectively, the "Restated Consolidated Financial Statements"), as approved by the Board of Directors of the Company at their meeting held on November 14, 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:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended ("the Act") read with Rules 4 to 6 of the Companies (Prospectus and Allotment of Securities) Rules,2014 (the "Rules")
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time pursuant to the provisions of the Securities and Exchange Board of India ,1992 ("the SEBI ICDR Regulations"); and
c) 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 Statements for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India, National Stock Exchange of India, Bombay Stock Exchange of India, and Registrar of Companies, Delhi and Haryana in connection with the proposed IPO. The Restated Financial Information have been prepared by the Management of the company. The responsibility of the Board of Directors includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statements. The Board of Directors are also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note read with the SEBI Communication, as applicable.
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 October 1, 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 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, the ICDR Regulations and the Guidance Note in connection with the IPO.
4. These Restated Financial Information have been prepared and compiled by the management from:
a) The Audited financial statements of the Company for the period / years ended June 30, 2024, March 31, 2024, March 31, 2023 and March 31,2022 are prepared in accordance with accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, (" Indian GAAP") read with the Companies (Accounting Standards) Rules, 2015,as amended which have been approved by the Board of Directors at their meetings held on October 01, 2024, July 24, 2024, September 3, 2023 and September 25, 2022, respectively.
b) The Financial Statements of the company for the period / years ended March 31,2023 and March 31,2022 were not audited by us. M/s Rajeev Devendra & Co., Chartered Accountants, (the "Statutory Auditors") have audited the financial statements of the Company as at and for the years ended March 31,2023 and March 31,2022. M/s Rajeev Devendra & Co., Chartered Accountants, (the "Tax Auditors") have conducted the Income Tax Audit of the Company as at and for the years ended March 31,2023 and March 31,2022. M/s RPSG & Co, Chartered Accountants, (the "Tax Auditors") have conducted the Income Tax Audit of the Company as at and for the year ended March 31,2024.
Accordingly, reliance has been placed on the audited statements of accounts and audit report thereon issued by the Statutory Auditors and Tax Auditors.
5. Our Work has been carried out in accordance with the Standards on Auditing under section 143 (10) of the Act, Guidance Note on reports in company Prospectuses (Revised 2016) and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India and pursuant to the requirements of Section 26 of the Act read with applicable rules and ICDR Regulations. This 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 issue.
Opinion
6. In accordance with the requirements of Section 26 of Part I of Chapter III of the Act read with the Rules, the ICDR Regulations and the Guidance Note, we have examined the Restated Financial Information of the company which have been arrived after making adjustments and regrouping /reclassifications, which in our opinion were appropriate, and have been fully described in Annexure VI: Notes on Restatement Adjustments to audited consolidated financial statements and based on our examination, we report that :
i. The Restated Statement of Assets and Liabilities of the Company, as at June 30,2024, March 31,2024,
March 31,2023 and March 31,2022 examined by us, as set out in Annexure I to this report, have been arrived at after making adjustments and regrouping/ reclassifications as in our opinion were appropriate.
ii. The Restated Statement of Profit and Loss of the Company, for the period/ years ended June 30,2024, March 31, 2024, March 31,2023 and March 31, 2022 examined by us, as set out in Annexure II to this report, have been arrived at after making adjustments and regrouping / reclassifications as in our opinion were appropriate and more fully described in Annexure VI.
iii. The Restated Statement of Cash Flows of the Company for the period/ years ended June 30,2024, March 31,2024, March 31, 2023 and March 31, 2022, examined by us, as set out in Annexures IV to this report, have been arrived at after making adjustments and regrouping/ reclassifications as in our opinion were appropriate.
7. Based on the above and according to the information and explanations given to us, we further report that the Restated Financial Information of the Company, as attached to this report and as mentioned in paragraph 7 above, read with Notes on Adjustments for Restatement of Profit and Loss (Annexure VI), Significant Accounting Policies and Notes forming part of the Financial Information (Annexure V) have been prepared in accordance with the Act, the Rules, and the ICDR Regulations and;
a) Have been made after incorporating adjustments for the changes in accounting policies of the company in respective financial years/period to reflect the same accounting treatment as per the changed accounting policy for all the reporting years/period; b) Have been made after incorporating adjustments for the material amounts in the respective financial years/period to which they relate;
c) Following qualifications have been reported by the Tax Auditors for the years ended March 31,2023 and March 31,2022 as follows: - Stock Records are not maintained by the company
- Information regarding trade payables registered under Micro, Small and Medium Enterprises Development Act, 2006 is not available with the company.
d) There are no extra-ordinary items that needs to be disclosed separately.
A) We have also examined the following Restated financial information of the company set out in the Annexures prepared by the Management and approved by the Board of Directors for the period/ years ended June 30,2024, March 31, 2024, March 31, 2023 and March 31, 2022.
1. Restated Summary Statement of Notes to Restated Summary Statements | Annexure 5 |
2. Restated Summary Statement of Reconciliation of Restated Profit/ (Loss) to Profit/ (Loss) as per Audited Financial Statements | Annexure 6 |
3. Restated Summary Statement of Equity Share Capital | Annexure 7 |
4. Restated Summary Statement of Reserves and Surplus | Annexure 8 |
5. Restated Summary Statement of Borrowings (Non-current) | Annexure 9 |
6. Restated Summary Statement of Deferred Tax Liabilities/ Assets (Net) | Annexure 10 |
7. Restated Summary Statement of Short-Term Borrowings | Annexure 11 |
8. Restated Summary Statement of Trade Payables | Annexure 12 |
9. Restated Summary Statement of Other Current Liabilities | Annexure 13 |
10. Restated Summary Statement of Short-Term Provisions | Annexure 14 |
11. Restated Statement of Property, Plant & Equipment | Annexure 15 |
12. Restated Summary Statement of Capital Work In Progress | Annexure 16 |
13. Restated Summary Statement of Loans and Advances (Non -Current) | Annexure 17 |
14. Restated Summary Statement of Other Non Current Assets | Annexure 18 |
15. Restated Summary Statement of Trade Receivables | Annexure 19 |
16. Restated Summary Statement of Inventories | Annexure 20 |
17. Restated Summary Statement of Cash and Cash Equivalents | Annexure 21 |
18. Restated Summary Statement of Bank Balances Other Than Cash And Cash | |
Equivalents | Annexure 22 |
19. Restated Summary Statement of Loans and Advances (current) | Annexure 23 |
20. Restated Summary Statement of Other Current Assets | Annexure 24 |
21. Restated Summary Statement of Revenue from Operations | Annexure 25 |
22. Restated Summary Statement of Other Income | Annexure 26 |
23. Restated Summary Statement of Cost of Material Consumed | Annexure 27 |
24. Restated Summary Statement of Changes in Inventories of Work-In-Progress and Finished Goods | Annexure 28 |
25. Restated Summary Statement of Employee Benefit Expense | Annexure 29 |
26. Restated Summary Statement of Finance Costs | Annexure 30 |
27. Restated Summary Statement of Depreciation and Amortisation Expenses | Annexure 31 |
28. Restated Summary Statement of Other Expenses | Annexure 32 |
29. Restated Summary Statement of Earnings Per Share | Annexure 33 |
30. Restated Summary Statement of Related Party Transactions | Annexure 34 |
31. Restated Summary Statement of Reconciliation of Liabilities arising from Financing Activities | Annexure 35 |
32. Restated Summary Statement of Financial Ratios | Annexure 36 |
33. Restated Summary Statement of Additional Regulatory Information | Annexure 37 |
34. Restated Summary Statement of Employee benefit Obligations | Annexure 38 |
35. Restated Summary Statement of Other Financial Information | Annexure 39 |
36. Restated Summary of Capitalisation Statement | Annexure 40 |
37. Restated Statement of Financial Indebtedness | Annexure 41 |
38. Restated Statement of Dividend | Annexure 42 |
B) 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 Historical Financial Information, and Other Assurance and Related Services Engagements.
C) 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.
D) We have no responsibility to update our report for events and circumstances occurring after the date of the report.
E) Our report is intended solely for use of the management for inclusion in the Offer Document to be filed with Securities and Exchange Board of India, National Stock Exchange of India, Bombay Stock Exchange of India, and Registrar of Companies, Kanpur in connection with the proposed IPO of equity shares of the Company. 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 Singhal Gupta & Co. LLP
Chartered Accountants
ICAI Firm Registration Number:
Peer Review Number: 004933C/C400028
CA Chetan Singhal
Partner
Membership Number: 420018
UDIN: 24420018BKDNPE7796
Place: Meerut
Date: 14/11/2024
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