Repono Ltd Auditor Reports

To,

The Board of Directors

Repono Limited

Dear Sirs,

1. We have examined the attached Restated consolidated Financial Information of M/s Repono Limited (the "Company" or the "Issuer") comprising of the Restated Statement of Assets and Liabilities as at June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 the Restated Statements of Profit and Loss, the Restated Cash Flow Statement for the period ended on June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the "Restated Consolidated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on for the purpose of inclusion in the Draft Red Herring Prospectus / Red Herring Prospectus and Prospectus (herein after referred to as "Offer Documents") prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("IPO").

2. These restated Summary Statement have been prepared in terms of the requirements of: a) Section 26 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");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").

Managements responsibility for the Restated Consolidated Summary Statement

3. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the Offer Document to be filed with SME Platform of Bombay Stock Exchange ("BSE SME"), Securities and Exchange Board of India, the Registrar of Companies, Mumbai and 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 Annexure IV to the Restated Consolidated 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 are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note

Auditors Responsibilities:

Basis for Opinion

We conducted our audit of the Restated Consolidated Financial Statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Restated ConsolidatedFinancial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the Restated Financial Information under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Restated Financial Information.

4. We M/s. V S Bapna & Associates, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India, ("ICAI") and hold the peer review certificate issued by "Peer Review Board" dated April 28, 2023 valid till April 30, 2026.

5. 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 12, 2024 in connection with the proposed IPO of equity shares of the Issuer;

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

c) The 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.

6. The management has informed that the Company proposes to make an IPO, which comprises of fresh issue of equity shares having a face value of Rs 10/- each, at such premium, arrived at by the book building process (referred to as "offer"), as may be decided by the Board of the Directors of the Company.

7. These Restated Consolidated Financial Information have been compiled by the management from the Audited Financial Statements of the Company for the period ended on June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 which has been approved by the Board of Directors. We have audited the special purpose financial statements of the company as at period ended June 30, 2024 and March 31, 2024 prepared by the company in accordance with Accounting Standard (Indian GAAP) for the limited purpose of complying with the requirement of Restated Audited Financial statements in the offer documents should not be more than six months old from the issue opening date as required by ICDR Regulations in relation to the proposed IPO.

8. For the purpose of our examination, we have relied on:

a) Limited Review Report and Auditors report issued by us dated October 11, 2024, for the period ended 30^th June 2024, Auditors report issued by us dated June 24, 2024, for the period ended 31^st March 2024. b) Auditors report issued by the previous auditors M/s M R Pandey & Co. for the year ended March 31, 2023 and March 31, 2022 respectively and accordingly reliance has been placed on financial information examined by them for the said years. The financial report included for these years is based solely on the report submitted by them. They have also confirmed that:

A. the accounting policies as at the end for the period ended June 30, 2024 are materially consistent with the policy adopted for the year ended March 31, 2024, March 31, 2023 and March 31, 2022. Accordingly, no adjustment has been made to the audited financials statements of the respective period presented on account of changes in accounting policy; B. these restated summary statement have been made after incorporating adjustments for the material amounts in the respective financial years to which they relate; and C. These restated summary statements do not contain any qualifications requiring adjustments.

9. In accordance with the requirements of sub-clause (i),(ii) and (iii) of clause (b) of sub-section (1) of section 26 of Part I of Chapter III of the Companies Act, read with Rule 4 to 6 of the Rules, the ICDR Regulations and the Guidance Note and terms of our engagement agreed with you, we report that:

a) The "Restated Summary Statement of Assets and Liabilities" as set out in Annexure I to this report, of the Company as at and for the period ended on June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Restated Summary 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. These fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV & V to this Report.

b) The "Restated Summary Statement of Profit and Loss" as set out in Annexure II to this report, of the Company as at and for the period ended on June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Restated Summary 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 IV & V to this Report.

c) The "Restated Summary Statement of Cash Flow" as set out in Annexure III to this report, of the Company as at and for the period ended on June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Cash Flow 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 IV & V to this Report.

10. Based on our examination and according to the information and explanations given to us:

a) The Restated Summary Statement have been prepared in accordance with the Act, ICDR

Regulations and the Guidance Note.

b) The Accounting policies for the period ended June 30, 2024, are materially consistent with the policies adopted for the year ended March 31, 2024, March 31, 2023 and March 31, 2022.

Accordingly, no adjustment, have been made to the audited financials statements of the respective period presented, on account of changes in accounting policies; c) The Restated Summary Statements have been made after incorporating adjustments for the 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.

d) There were no qualifications in the Audit Reports issued by the Statutory Auditors as at and for the period ended on June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 which would require adjustments in this Restated Financial Statements of the Company;

e) 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 & V to this report;

f) The company has not proposed any dividend in past effective for the said period.

g) Extra-ordinary items that need to be disclosed separately in the accounts which do not require any corrective adjustments in the restated standalone summary statements are as follows:

a.For the year ended March 31, 2024

(i) Company has disinvested entire investment from his wholly owned subsidiary company representing 99.90% of the Investee Company that is M/s Repono Green Private Limited and disinvestment from his Associates Company M/s Enerjaa Infra Private Limited representing 50% equity of the Investee Company. Dis-Investment carried out at the face value upper from fair value determined which based on the share valuation report issued by the valuer as per Section 56(2)(x)of the Income Tax Act, 1961

(ii) In the Profit & Loss statement Sales Return of Rs 11,91,853/- has been recorded as Purchases and Purchases Return of Rs 14,77,002/- reported as Sales. Due to treatment given by the respective customers & suppliers as Sales & Purchases at their respective end. However, no impact on the Profit of the company for the year ended 31.03.2024

b.For the year ended March 31, 2023

(i) Company has declared and issued bonus shares in the ratio of 4:1 by capitalising the Reserve & Surplus of the company. Paid up equity capital of the company immediately prior to the issuance of bonus shares was Rs 50,00,000/- and after bonus issue paid up capital stands for Rs 2,50,00,000/-

h) Other audit qualifications included in the Annexure to the Auditors Report issued under the Companies (Auditors Report) Order 2020 and Companies (Auditors Report) Order 2016, as applicable on the standalone financial statements for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 which do not require any corrective adjustments in the restated standalone summary statements are as follows:

a. For the year ended March 31, 2024

Para 2(h)(i) There were certain disputed payables in respect of GST for the amount of Rs 24,60,240/- for which company has filed Appeal with the concerned authority.

11. We have not audited any financials statements of the Company for any period after June 30, 2024.

Accordingly, we do not express any opinion on the financial position, results of the operations or cash flows of the Company as of any date or for any period subsequent to June 30, 2024.

Other Financial Information:

12. At the Company request, 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 ended on June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 proposed to be included in the Draft Prospectus/Prospectus.

Annexure No.	Particulars
I	Restated Statement of Assets & Liabilities
I.1	Restated Statement of Share Capital
I.2	Restated Statement of Reserves & Surpluses
I.3	Restated Statement of Minority Interest
I.4	Restated Statement of Long-Term Borrowings
I.5	Restated Statement of Deferred Tax Liability/(Assets)
I.6	Restated Statement of Long-Term Provisions
I.7	Restated Statement of Short-Term Borrowings
I.8	Restated Statement of Trade Payable
I.9	Restated Statement of Other Current Liabilities
I.10	Restated Statement of Short-Term Provisions
	Restated Statement of Property, Plant and Equipment & Intangible
I.11
	Assets & Depreciations
I.12	Restated Statement of Other Non-Current Assets
I.13	Restated Statement of Current Investments
I.14	Restated Statement of Inventories
I.15	Restated Statement of Trade Receivable
I.16	Restated Statement of Cash & Cash Equivalent
I.17	Restated Statement of Short-Term Loans and Advances
I.18	Restated Statement of Other Current Assets
II	Restated Statement of Profit & Loss
II.1	Restated Statement of Revenue from operations
II.2	Restated Statement of Other Income
II.3	Restated Statement of Cost of Revenue
II.4	Restated Statement of Purchases of stock-in-trade
II.5	Restated Statement of Changes in Inventories of Finished Goods and
	WIP
II.6	Restated Statement of Employees Benefit Expenses
II.7	Restated Statement of Financial Cost
II.8	Restated Statement of Other Expenses
II.9	Restated Statement of Earning Per Equity Share
Other Annexures:
III	Cash Flow Statement
IV	Statement of Significant Accounting Policies
V	Notes to the Re-stated Financial Statements
VI	Statement of Accounting & Other Ratios, As Restated
VII	Statement of Capitalization, As Restated
VIII	Statement of Tax Shelter
IX	Statement of Related Parties & Transactions
X	Statement of Dividends
XI	Changes in the Significant Accounting Policies
XII	Statement of Contingent Liabilities

13. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose interim financial statements and audited financial statements mentioned in paragraph 5 above.

14. 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.

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

16. Our report is intended solely for use of the Company for inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus / Prospectus to be filed with NSE Emerge, Securities and Exchange Board of India and the Registrar of Companies, Gujarat 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 V S Bapna & Associates

Chartered Accountants

Firm Registration No.: 131079W

 

CA. Virendra Bapna

Proprietor

Membership No.: 405027

Peer Review Certificate No. 015260

 

Place: Navi Mumbai

Date: October 15, 2024

UDIN:24405027BKFKVO6319