To,
The Board of Directors Ravelcare Limited
Off-126, Neo Corporate Plaza, Cabin B, Ramchandra Lane Extension, Malad West,
Mumbai - 400064, Maharashtra, India
Dear Sir,
- We have examined the attached Restated Financial Information of Ravelcare Limited (the
"Company") comprising the Restated Statement of Assets and Liabilities as at
March 31, 2024, March 31, 2023, March 31, 2022 the Restated Statement of Profit and Loss
and the Restated Cash Flow Statement for the period ended March 31, 2024, March 31, 2023,
and March 31, 2022, the Summary Statement of Significant Accounting Policies, and other
explanatory information (collectively referred to as, the "Restated Financial
Information"), as approved by the Board of Directors of the Company at their meeting
held on July 20, 2024 for the purpose of inclusion in the DRHP/RHP/Prospectus prepared by
the Company in connection with its proposed Initial Public Offer of equity shares
("IPO") on SME Platform of National Stock Exchange of India Limited ("NSE
EMERGE").
These restated Summary Statement have been prepared in terms of the requirements of:
- Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act")
- The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and
- 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").
- The Companys Board of Directors is responsible for the preparation of the Restated
Financial Information for the purpose of inclusion in the DRHP/RHP/Prospectus to be filed
with the NSE Emerge platform of the National Stock Exchange of India Limited, 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
Annexure 4 to the Restated Financial Information. The responsibilities of the Board of
Directors of the Company include 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.
- We have examined such Restated Financial Information taking into consideration:
- The terms of reference and terms of our engagement agreed upon with you in accordance
with our engagement letter dated July 17, 2024 in connection with the proposed IPO of
equity shares of Ravelcare Limited (the "Issuer Company") on NSE Emerge platform
of National Stock Exchange of India Limited ("NSE EMERGE");
- The Guidance Note also requires that we comply with the ethical requirements of the Code
of Ethics issued by the ICAI;
- Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Financial Information; and
- 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.
- These Restated Financial Information have been compiled by the management from:
- Audited Financial Statements of the Company for the period from April 01, 2023 to March
31, 2024 prepared in accordance with Accounting Standards specified under section 133 of
the Act and other accounting principles generally accepted in India, which has been
approved by the Board of Directors at their meeting held on July 10, 2024.
- Restated Audited Financial Statements of the Company for the years ended on March 31,
2024, March 31, 2023, and March 31, 2022, prepared in accordance with the Accounting
Standards as prescribed under Section 133 of the Act read with Companies (Accounting
Standards) Rules as amended, and other accounting principles generally accepted in India,
which have been approved by the Board of Directors at their meeting held on July 20, 2024.
- We have Audited the financial statements of the company for the period from April 01,
2023 to March 31, 2024 and prepared in accordance with the accounting standards as
prescribed under Section 133 of the Act 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 ICDR Regulations in relation to the proposed IPO, Which have been approved by
the Board of Directors. We have issued our report dated July 10, 2024 on this financial
information to the Board of Directors who have approved these in their meeting held on
July 10, 2024.
- For the purpose of our examination, we have relied on:
- Auditors Report issued by us dated July 10, 2024 on the financial statement of the
Company for the period from April 01, 2023 to March 31, 2024.
- Auditors Report issued by M/s Chirag Mehta & Associates, Chartered Accountants
dated September 29, 2023 for the financial year ended March 31, 2023 and M/s Gupta Hemant
& Co., Chartered Accountants dated September 01, 2022 for the financial year ended
March 31, 2022 respectively as referred in Paragraph 4 above.
The Audit for the previous financial years were conducted by the
Companys previous auditors by M/s Chirag Mehta & Associates, Chartered
Accountants dated September 29, 2023 for the financial year ended March 31, 2023 and M/s
Gupta Hemant & Co., Chartered Accountants dated September 01, 2022 for the financial
year ended March 31, 2022 ("the Previous Auditor). We have performed adequate
procedures to restate the Financial Information for the said years. The Examination Report
included for the said years is based solely on the report submitted by the Previous
Auditor.
- There were no qualifications in the Audit Reports issued by us and by previous auditor
as at and for the period from April 01, 2023 to March 31, 2024, and as at and for the
years ended March 31, 2023, March 31, 2022, and which would require adjustments in this
Restated Financial Information of the Company.
- We draw attention to the following matters:
| Annexure No |
Particulars
|
| 1 |
Statement of Assets & Liabilities as Restated |
| 2 |
Statement of Profit & Loss as Restated |
| 3 |
Statement of Cash Flow as Restated |
| 4 |
Significant Accounting Policy and Notes to the
Restated Summary statements |
| 5 |
Adjustments made in Restated Financial Statements
/ Regrouping Notes |
| 6 |
Statement of Other Financial Information |
| 7 |
Statement of Capitalization Statement as restated |
| Notes |
Particulars |
| 3 |
Notes to Share Capital as restated |
| 4 |
Notes to Reserves & Surpluses as restated |
| 5 |
Notes to Long-Term Provisions as restated |
| 6 |
Notes to Short-Term Borrowings as restated |
| 7 |
Notes to Trade Payable as restated |
| 8 |
Notes to Other Current Liabilities as restated |
| 9 |
Notes to Short-Term Provisions as restated |
| 10 |
Notes to Property, Plant and Equipment &
Depreciations as restated |
| 11 |
Notes to Non-Current Investments as Restated |
| 12 |
Notes to Deferred Tax Asset (Net) as restated |
| 13 |
Notes to Other Non-Current Assets as restated |
| 14 |
Notes to Inventories |
| 15 |
Notes to Trade Receivable as restated |
| 16 |
Notes to Cash & Bank Balance as restated |
| 17 |
Notes to Short term loans and advances as
restated |
| 18 |
Notes to Other Current Assets as restated |
| 19 |
Notes to Revenue from operations as restated |
| 20 |
Notes to Other Income as restated |
| 21 |
Notes to Purchase of Stock in Trade as restated |
| 22 |
Notes to Changes in Inventories of work in
progress, finished goods, stock in trade as Restated |
| 23 |
Notes to Employee Benefit Expense as Restated |
| 24 |
Notes to Finance Cost as Restated |
| 25 |
Notes to Depreciation & Amortization Expenses
as restated |
| 26 |
Notes to Other Expenses as restated |
| 27 |
Notes to Extra-Ordinary Item as Restated |
| 28 |
Notes to Tax Expense as Restated |
| 29 |
Notes to Earning per share as Restated |
| 30 |
Notes to Auditors Remuneration as Restated |
| 31 |
Notes to Disclosure of liability of Gratuity
& Compensated Absences as Restated |
| 32 |
Notes to Related Parties Transactions &
Balances as restated |
We have also examined the following other financial information
relating to the Company prepared by the Management and as approved by the Board of
Directors of the Company and annexed to this report relating to the Company as at and for
the period from April 01, 2023 to March 31, 2024, and as at and for the years ended March
31, 2023, March 31, 2022 proposed to be included in the DRHP/RHP/ Prospectus.
- Note 9.2 to restated financial information regarding the professional tax payable,
professional tax has been deducted by the company from employees for period beginning from
April 2023, the same remains unpaid during financial year, but subsequently paid in full
on June 21, 2024 ensuring compliance with all relevant statutory requirements of
Professional Tax.
- Note 9.3 to restated financial information the company has provided for ESIC liability
from April 2023 onwards but the registration under ESIC Act was from May 24, 2024.
Accordingly, the liability for period April 2023 to March 2024 is not discharged.
Our opinion is not modified in respect of this matter.
- Based on our examination and according to the information and explanations given to us,
we report that:
- The Restated Summary Statements have been made after incorporating adjustments for the
changes in accounting policies retrospectively in respective financial period/years to
reflect the same accounting treatment as per the changed accounting policy for all
reporting periods, if any;
- The Restated Summary Statements do not require any adjustments for the matter(s) giving
rise to modifications mentioned in paragraph 7 above.
- The Restated Standalone Summary Statements have been prepared in accordance with the
Act, ICDR Regulations and the Guidance Note.
- The Restated Summary Statements have been made after incorporating adjustments for prior
period and other material amounts in the respective financial years/period to which they
relate, if any and there are no qualifications which require adjustments;
- Extra-ordinary items that need to be disclosed separately in the accounts has been
disclosed wherever required;
From Financial Years 2021-22 to period up to March 31, 2024, the period covered in the
restatement, the Company has not declared and paid any dividend.
- We have also examined the following other financial information relating to the Company
prepared by the Management and as approved by the Board of Directors of the Company and
annexed to this report relating to the Company as at and for the period from April 2023 to
March 2024, and as at and for the years ended March 31, 2023, March 31, 2022 proposed to
be included in the DRHP/RHP/Prospectus.
- We, M/s. Ratan Chandak & Co, Chartered Accountants have been subjected to the peer
review process of the Institute of Chartered Accountants of India ("ICAI") and
hold a valid peer review certificate issued by the "Peer Review Board" of the
ICAI.
- The Restated Financial Information do not reflect the effects of events that occurred
subsequent to audited financial statements mentioned in paragraph 5 above.
- 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.
- We have no responsibility to update our report for events and circumstances occurring
after the date of the report.
- Our report is intended solely for use of the Board of Directors for inclusion in the
DRHP/RHP/Prospectus to be filed with the NSE Emerge platform of 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.