To,
The Board of Directors,
Readymix Construction Machinery Limited
Office No. 401, 3rd and 4th Floor, Plot No. 209, Survey No. 96/2B, Paud Road, Right Bhusari Colony, Kothrud, Pune-411038, Maharashtra, India.
Dear Sirs,
Reference: - Proposed Public Issue of Equity Shares of Readymix Construction Machinery Limited.
1. We have examined the attached Restated Financial Statements of Readymix Construction Machinery Limited, comprising the Restated Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Statements of Profit and Loss, the Restated Cash Flow Statement for the year ended March 31, 2024, March 31, 2023 and March 31, 2022, the Summary Statement of Significant Accounting Policies, the Notes and Annexures as forming part of these Restated Financial Statements (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on September 04, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus ("Offer Document") prepared by the Company in connection with its proposed SME Initial Public Offer of equity shares ("SME IPO") prepared in terms of the requirements of:
i. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");
ii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"); and
iii. 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 are responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Offer Document to be filed with Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies, Pune in connection with the proposed SME IPO. The Restated Financial Information of the Company have been Prepared by the Management of the Company and approved by the Board of Directors on the basis of preparation stated in Annexure IV of the Restated Financial Information. Our responsibility is to examine the Restated Financial Information and confirm whether such Restated Financial Information comply with the requirements of the Act, the Rules, SEBI (ICDR) Regulations and the Guidance Note.
3. We, M/s B S M A R T and Associates LLP, Chartered Accountants, been subject to peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid peer review certificate issued dated 12th April, 2024 valid till 30th April, 2027.
4. We have examined these 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 August 10, 2024 in connection with the proposed SME 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 SME IPO.
5. These Restated Financial Information have been compiled by the Management from the Audited Financial Statements of the Company for the years ended March 31, 2024, March 31, 2023 and March 31,2022 which have been approved by the Board of Directors of the Company. The financial statements of the Company for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 have been audited by us.
6. Based on our examination and according to the information and explanation given to us, we report that the Restated Financial Information have been prepared:
a. after incorporating adjustments for the changes in accounting policies, material error and regrouping/ reclassifications retrospectively, if any 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; and
b. There are no qualifications in the auditors reports on the standalone financial statements of as at and for the year ended March 31, 2024, March 31, 2023 and March 31, 2022, which require any adjustments to the Restated Standalone Financial Statements.
c. In accordance with the Act, SEBI ICDR Regulations and the Guidance Note.
7. For the purpose of our examination, we have relied on:
a) Auditors reports issued by us on the financial statements of the Company as at and for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 as referred in paragraph 5 above.
The modification in restated financials were carried out based on the modified reports, if any, issued by us which is giving rise to modifications on the financial statements as at and for the year ended March 31, 2024, March 31, 2023 and March 31, 2022.
a. The Restated Financial Statement have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any;
b. The Restated Financial Statement have been made after incorporating adjustments for prior period and other material amounts in the respective financial year to which they relate;
c. Extra-ordinary items that need to be disclosed separately in the accounts has been disclosed wherever required;
d. Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices and Notes to Accounts as set out in Annexure IV to this report;
e. Adjustments in Restated Financial Statement have been made in accordance with the correct accounting policies f. There was no change in accounting policies, which needs to be adjusted in the Restated Financial Statement g. There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statement.
8. In accordance with the requirements of the Act including the rules made there under, SEBI ICDR Regulations, Guidance Note and Engagement Letter, we report that:
a. The "Restated Statement of Asset and Liabilities" of the Company as at March 31, 2024, March 31, 2023 and March 31, 2022 examined by us, as set out in Annexure I to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.
b. The "Restated Statement of Profit and Loss" of the Company for the period March 31, 2024, March 31, 2023 and March 31, 2022 examined by us, as set out in Annexure II to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.
c. The "Restated Statement of Cash Flows" of the Company for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 examined by us, as set out in Annexure III to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.
9. 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 for Financial year ended March 31, 2024, March 31, 2023 and March 31, 2022 proposed to be included in the Offer Document for the proposed SME IPO.
Annexure to restated financial statements of the Company
a) Significant Accounting Policy and Notes to The Restated Financial Statements in Annexure IV of this report
b) Material Adjustment to the Restated Financials in Annexure V of this report
c) Restated Statement of Share Capital, Reserves and Surplus as appearing in Note A to this report;
d) Restated Statement of Long-Term Borrowings as appearing in Note B to this report;
e) Restated Statement of principal terms of Secured Loans and Assets charged as security as appearing in Note B(A) to this report;
f) Restated Statement of terms & conditions of unsecured loans as appearing in Note B(B) to this report;
g) Restated Statement of Deferred Tax (Assets)/ Liabilities as appearing in Note C to this report;
h) Restated Statement of Other Long-Term Liabilities as appearing in Note D to this report;
i) Restated Statement of Long-Term Provisions as appearing in Note E to this report
j) Restated Statement of Short-term borrowings as appearing in Note F to this report;
k) Restated Statement of Trade Payables as appearing in Note G to this report;
l) Restated Statement of Other Current Liabilities as appearing in Note H to this report;
m) Restated Statement of Short-Term Provisions as appearing in Note EE to this report;
n) Restated Statement of Property, Plant and Equipment as appearing in Note I to this report
o) Restated Statement of Other Non-Current Assets as appearing in Note J to this report
p) Restated Statement of Inventories as appearing in Note K to this report;
q) Restated Statement of Trade Receivables as appearing in Note L to this report;
r) Restated Statement of Cash and Cash Equivalents as appearing in Note M to this report;
s) Restated Statement of Loans & Advances as restated as appearing in Note N to this report;
t) Restated Statement of Other Current Assets as appearing in Note JJ to this report;
u) Restated Statement of Revenue from Operations as appearing in Note O to this report;
v) Restated Statement of Other Income as appearing in Note P to this report;
w) Restated Statement of Cost of Material Consumed as appearing in Note Q to this report;
x) Restated Statement of Purchase of Stock-in-trade as appearing in Note R to this report;
y) Restated Statement of Change in Inventories of Work in progress and finished goods as appearing in Note S to this report;
z) Restated Statement of Employee Benefit Expenses as appearing in Note T to this report;
aa) Restated Statement of Finance Cost as appearing in Note U to this report;
bb) Restated Statement of Depreciation & Amortization as appearing in Note V to this report;
cc) Restated Statement of Other Expenses as appearing in Note W to this report;
dd) Restated Summary Statement of Contingent Liabilities as appearing in Note X to this report
ee) Restated Statement of Related Party Transactions as appearing in Note Y to this report;
ff) Restated Statement of Tax Shelter as appearing in Note Z to this report;
gg) Capitalization Statement as appearing in Note ZA to this report;
hh) Restated Statement of Mandatory Accounting Ratios as appearing in Note ZB to this report;
ii) Restated Statement of Other Disclosures as per Schedule-III of the Companies Act 2013 as appearing in Note ZC to this report;
jj) Restated Statement of Other Disclosures as appearing in Note ZD to this report;
kk) Restated Statement of Other Financial Ratio as appearing in ZE to this report
10. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned in paragraph 5 above.
11. The preparation and presentation of the Financial Statements referred to above are based on the Audited financial statements of the Company and are in accordance with the provisions of the Act and SEBI ICDR Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company.
12. 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 or other auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
13. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
14. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Document to be filed with Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies, Pune in connection with the proposed SME 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.
15. In our opinion, the above financial information contained in Annexure I to Annexure III of this report read with the respective Significant Accounting Polices and Notes to Accounts as set out in Annexure IV are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, SEBI ICDR Regulations, Engagement Letter and Guidance Note and give a true and fair view in conformity with the accounting principles generally accepted in India, to the extent applicable.
16. Our report is intended solely for use of the management and for inclusion in the offer Document in connection with the
Proposed SME IPO of Equity Shares of the Company and our report should not be used, referred to or distributed for any other purpose without our prior consent in writing.
For, M/s. B S M A R T and Associates LLP |
Chartered Accountants |
Firm Registration No: 121181W/W100011 |
Peer Review No.: 016571 |
Sd/- |
CA Abhishek Jhunjhunwala |
(Partner) |
M. No.: 138187 |
UDIN: 24138187BKFIKD5908 |
Date: September 04, 2024 |
Place: Pune, Maharashtra |
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