iifl-logo

Recode Studios Ltd Auditor Reports

Add as a Preferred Source on Google
211.7
(-1.37%)
May 20, 2026|04:14:00 PM

Recode Studios Ltd Share Price Auditors Report

#ARStart#

<dhhead>Independent Auditor Examination Report</dhhead>

on Restated Financial Statements

To

The Board of Directors Recode Studios Limited

(Formerly known as Recode Studio Private Limited)

R-89, Phase V, Focal Point, Ludhiana, Punjab - 141010

Dear Sirs,

We have examined the attached Restated Financial Statements of RECODE STUDIOS LIMITED (formerly known as Recode Studios Private Limited) (hereinafter referred to as “the Company”) comprising the Restated Statement of Assets and Liabilities as at December 31, 2025, the Restated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Statements of Profit and Loss for the nine months ended December 31, 2025, the Restated Statements of Profit and Loss for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 and the Restated Cash Flow Statement for the nine months ended December 31, 2025, the Restated Cash Flow Statement for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, 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 15nd April, 2026, for the purpose of inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus(“Draft Offer Document/Offer Document”) prepared by the Company in connection with its proposed SME Initial Public Offer.

1. The Restated financial Statements for offer of equity shares (“SME IPO”) prepared in accordance with the requirements of:

(i) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the “Act”).

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, as amended (“ICDR Regulations”) and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India (“SEBI”)

(iii) The Guidance Note on Reports in Company Prospectus (Revised 2022) 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 Draft Offer Document/ Offer Document to be filed with Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies, Chandigarh in connection with the proposed SME IPO. The Restated Financial Information has been prepared by the management of the Company on the basis of preparation stated in Annexure 4 of the Restated Financial Information. 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 is also responsible for identifying and ensuring that the Company complies with the Companies Act and (ICDR) Regulations.

3. The Restated Financial Statements for offer of equity shares (“SME IPO”) prepared in accordance with the requirements of:

(i) The terms of reference to our engagements with the Company letter dated 14th November 2025 requesting us to carry out the assignment, in connection with the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus being issued by the Company for its proposed Initial Public Offering of equity shares in SME Platform of relevant stock Exchange. (“IPO” or “SME IPO”).

(ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements; and

(iv) 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 IPO.

4. The Restated Financial Statements have been compiled by the management of the company from audited financial statements of the company as at and for the nine months period ended December 31, 2025 and the financial year ended March 31, 2025, March 31, 2024, and March 31, 2023 prepared in accordance with Accounting Standards as specified under section 133 of the Act and other accounting principles generally accepted in India which have been approved by the Board of Directors.

5. We state that there are no qualifications in auditors report, therefore no modification in the restated financial statement were carried out.

i) For the purpose of the Restated Financial Statement, the Audited financial were prepared basis of the schedule III requirement and as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended.

ii) The Restated Financial Statement 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.

iii) 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.

iv) There are no extra-ordinary items that need to be disclosed separately in the accounts and qualifications requiring adjustments.

v) 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 4 to this report.

vi) There was no change in accounting policies, which needs to be adjusted in the Restated Financial Statement. vii) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statement.

viii) There were no qualifications in the Audit Reports issued by the previous statutory auditors for the financial year ended on March 31, 2025, March 31, 2024, and March 31, 2023, which would require adjustments in this Restated Financial Statements of the Company.

6. Audit for the nine months period ended on December 31, 2025, was conducted by us and audit for the year ended March 31, 2025, March 31, 2024, & March 31, 2023, was conducted by Samarth M. Surana & Co. (FRN No. 010295N Peer Review Firm). The financial report included for these periods is based solely on the report submitted by Samarth M. Surana & Co. (FRN No. 010295N Peer Review Firm) for the year ended on March 2025, March 2024 & March 2023.

7. In accordance with the requirements of Part I of Chapter III of Act including rules made there under, ICDR Regulations, Guidance Note and Engagement Letter, we report that:

(i) The “Restated Statement of Assets and Liabilities” as set out in Annexure 1 to this report, of the Company as at December 31, 2025, and the financial year 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 Statement of Assets and Liabilities have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure 4 to this report.

(ii) The “Restated Statement of Profit and Loss” as set out in Annexure 2 to this report, of the Company for the nine months period ended December 31, 2025, and the financial year 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 Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure 4 to this Report.

(iii) The “Restated Statement of Cash Flow” as set out in Annexure 3 to this report, of the Company for the nine months period ended December 31, 2025, and the financial year 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 Statement of Cash Flow, as restated have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out Annexure 4 to this Report.

8. 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 the nine months period ended December 31, 2025 and the financial year ended March 31, 2025, March 31, 2024, and March 31, 2023 proposed to be included in the Draft Offer Document/ Offer Document.

Annexure to Restated Financial Statements of the Company: -

1. Summary statement of Restated Financial Statement of Assets and Liabilities, as appearing in ANNEXURE 1;

2. Summary statement of Restated Statement of Profit and Loss, as appearing in ANNEXURE 2;

3. Summary statement of Restated Statement of Cash Flow as appearing in ANNEXURE 3;

4. Summary Statement Of Significant Accounting Policies & Notes To Restated Financial Information as appearing in ANNEXURE 4;

5. Share capital as restated as appearing in ANNEXURE 5 to this report;

6. Reserves and surplus as restated as appearing in ANNEXURE 6 to this report;

7. Long term borrowings as restated as appearing in ANNEXURE 7 to this report;

8. Long term provisions as restated as appearing in ANNEXURE 8 to this report;

9. Short term borrowings as restated as appearing in ANNEXURE 9 to this report;

10. Trade payables as restated as appearing in ANNEXURE 10 to this report;

11. Other current liabilities as restated as appearing in ANNEXURE 11 to this report;

12. Short term provisions as restated as appearing in ANNEXURE 12 to this report;

13. Property, plant & equipment as restated as appearing in ANNEXURE 13 to this report

14. Deferred Tax Assets as restated as appearing in ANNEXURE 14 to this report;

15. Long Term Loans and Advances as restated as appearing in ANNEXURE 15 to this report;

16. Non-current investments as restated as appearing in ANNEXURE 16 to this report;

17. Inventories as restated as appearing in ANNEXURE 17 to this report;

18. Trade receivables as restated as appearing in ANNEXURE 18 to this report;

19. Cash & cash equivalents as restated as appearing in ANNEXURE 19 to this report;

20. Short term loans & advances as restated as appearing in ANNEXURE 20 to this report;

21. Revenue from operations as restated as appearing in ANNEXURE 21 to this report;

22. Other income provided as restated as appearing in ANNEXURE 22 to this report;

23. Purchase of Stock in Trade as restated as appearing in ANNEXURE 23 to this report;

24. Changes in inventories of Stock in Trade and Goods in Transit as restated as appearing in ANNEXURE 24 to this report;

25. Employee benefits expense as restated as appearing in ANNEXURE 25 to this report; 26. Finance cost as restated as appearing in ANNEXURE 26 to this report;

27. Depreciation & Amortisation as restated as appearing in ANNEXURE 27 to this report;

28. Other Expenses as restated as appearing in ANNEXURE 28 to this report;

29. Tax Expenses as restated as appearing in ANNEXURE 29 to this report;

30. Contingent Liabilities and commitments as restated as appearing in ANNEXURE 30 to this report;

31. Tax shelter as restated as appearing in ANNEXURE 31 to this report;

32. Related party as restated as appearing in ANNEXURE 32 to this report;

33. Capitalisation statement as restated as appearing in ANNEXURE 33 to this report,

34. Accounting ratios & Additional regulatory information as restated as appearing in ANNEXURE 34 to this report.

9. These events have occurred after the reporting period and accordingly adjustments have been made in the restated financial statements as at December 31, 2025.

1. 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 ICDR Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company.

2. The 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.

3. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

4. In our opinion, the above financial information contained in Annexure 1 to 34 of this report read with the respective significant accounting policies and notes to restated summary statements as set out in Annexure 4 are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note.

5. We, R M S G & Associates Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds the peer review certificate dated 16th June 2025 valid till 30th June 2028. We confirm that there is no express refusal by the peer review board of ICAI to renew the certificate and the process to renew the peer review certificate has been initiated by us.

6. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Offer Document/ Offer Document in connection with the SME IPO. Our report should not be used, referred to or adjusted for any other purpose except with our 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 R M S G & Associates

Chartered Accountants

Firm Registration No. 037808N

S/d

CA Sourabh Goel

Partner

Membership No. 510683

UDIN: 26510683XUZCIV6991

Place: New Delhi

Date: 15th April 2026

 

Knowledge Center
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Capital Services Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Loading...

Follow us on

facebooktwitterrssyoutubeinstagramlinkedintelegram

2026, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

ISO certification icon
We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.