INDEPENDENT AUDITORS ASSURANCE REPORT ON THE COMPILATION OF PROFORMA CONDOLIDATED FINANCIAL INFORMATION TO BE INCLUDED IN THE DRAFT RED HERRING PROSPECTUS (DRHP), RED HERRING PROSPECTUS (RHP ) AND PROSPECTUS IN CONNECTION WITH PROPOSED INITIAL PUBLIC OFFER OF EQUITY SHARES (PROPOSED IPO) BY RUNWAL ENTERPRISES LIMITED
To
The Board of Directors Runwal Enterprises Limited
(Formerly known as Runwal Enterprises Private Limited & Runwal Apartments Private Limited)
Runwal & Omkar Esquare, 4th floor,
off: Eastern Exp Highway, Opp Sion Chunabhatti signal,
Sion-(E), Mumbai City, Mumbai- 400022 Maharashtra, India
Dear Sirs/ Madam,
1. This report is issued in accordance with the terms of our engagement letter dated October 25, 2025.
2. We have completed our assurance engagement to report on the compilation of Proforma Consolidated Financial Information of Runwal Enterprises Limited (formerly known as Runwal Enterprises Private Limited & Runwal Apartments Private Limited) (hereinafter referred to as the Company) together with Evie Real Estate Private Limited (EREPL) acquired by way of share purchase agreement dated October 16, 2024 and Horizon Projects Private Limited (HPPL), proposed to be amalgamated in to one of the Subsidiary of the Company i.e. Evie Realty Private Limited vide scheme of merger filed on February 03, 2025 with the Honble National Company Law Tribunal (NCLT). The Proforma Consolidated Financial Information consists of the Proforma Consolidated Balance Sheet as at September 30, 2024, March 31,2024, March 31, 2023 and March 31, 2022, the Proforma Consolidated Statement of Profit and Loss for the six month period ended September 30, 2024 and the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, read with the notes thereto (hereinafter referred to as the Proforma consolidated Financial Statements), as set out in the Draft Red Herring Prospectus ("DRHP"), Red Herring Prospectus ("RHP") and Prospectus has been prepared by the Management of the Company in accordance with the requirements of paragraph 23 of item (IX)(B) of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the SEBI Regulations) issued by the Securities and Exchange Board of India (the SEBI) to reflect the impact of significant acquisitions made as specified in the "Basis of preparation" paragraph as described in Note 2 to the Proforma Consolidated Financial Information. Because of its nature, the Proforma Consolidated Financial Information does not represent the Companys actual financial position and financial performance.
3. The Proforma Consolidated Financial Information has been compiled by the Company to illustrate the impact of the acquisition of Evie Real Estate Private Limited acquired by the company on October 16, 2024 and Horizon Projects Private Limited proposed to be amalgamated in to one of the Subsidiary of the Company i.e. Evie Realty Private Limited vide scheme of merger filed on February 03, 2025 with the Honble National Company Law Tribunal (NCLT) ("Entity having common control"), as set out in Note 3 of the Proforma Consolidated Financial Information on the Companys financial position as at September 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 and the Companys Financial Performance for six months ended September 30, 2024, and for the financial years ended March 31, 2024 March 31, 2023 and March 31, 2022 as if the acquisitions had taken place on April 01, 2021. As part of this process, information about the Companys financial position has been extracted by the Management from the Companys Restated Consolidated Financial Information as at and for the six months ended September 30, 2024 and financial years ended, March 31, 2024, March 31,2023 and March 31,2022. Information about the Subsidiaries, its associate and joint venture have been extracted and compiled by the Company from the special purpose financial statements as at and for the six months ended September 30, 2024, and audited standalone financial statements for the year ended March 31, 2024 March 31, 2023 and March 31, 2022 which have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards ("Ind AS") specified under section 133 of the Companies Act 2013, as amended ("the Act").
4. We have examined the Proforma consolidated Financial Statements. For our examination, we have placed reliance on the following:
a. Guidance notes on report in Company Prospectuses (2019), Standard on Assurance Engagements (SAE) 3420 "Assurance Engagements to Report on the Compilation of Proforma Consolidated Financial Information Included in a Prospectus" issued by the Institute of Chartered Accountants of India.
b. Restated Consolidated Financial statements of the Company as at for six months ended 30 September
2024 and as at and for the year ended 31 March 2024, 31 March 2023 and 31 March 2022, on which we have issued unmodified opinion dated March 22, 2025 for the entity;
c. Special purpose financial statements of the subsidiary Evie Real Estate Private Limited, as at and for the six months ended September 30, 2024 and the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, which have been audited by us, on which we have expressed unmodified opinion in our reports dated, March 21, 2025, August 06, 2024, September 12, 2023 and September 27, 2022
d. Special purpose financial statements of the subsidiary Horizon Projects Private Limited, as at and for the six months ended September 30, 2024 and the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, which have been audited by other auditors, and whose reports dated, March 21,
2025 respectively have been furnished to us by the Companys management;
5. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Proforma consolidated Financial Statements, nor have we, in the course of this engagement, performed an audit or review of the financial information used by the Management in the compilation of the Proforma Consolidated Financial Statements.
Managements Responsibility for the Proforma Consolidated Financial Statements
6. The management of the Company is responsible for compiling the Proforma Consolidated Financial Information on the basis stated in Note 2 to the Proforma Consolidated Financial Information and the same has been approved by the Board of Directors of the Company (the "Board") on March 22, 2025. Managements responsibility includes the responsibility for designing, implementing and maintaining internal control relevant for compiling the Proforma Consolidated Financial Information on the basis stated in Note 2 to the Proforma Consolidated Financial Information that is free from material misstatement, whether due to fraud or error. The management is also responsible for identifying and ensuring that the Company complies with the laws and regulations applicable to its activities, including compliance with the provisions of the laws and regulations for the compilation of Proforma Consolidated Financial Information.
Independent Auditors Responsibilities
7. Pursuant to the requirement of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, it is our responsibility to express an opinion on whether the Proforma Consolidated Financial Information of the Company for the six months ended September 30, 2024 and the year ended March 31, 2024, March 31, 2023 and March 31, 2022, as attached to this report, and the notes thereto have been compiled in all material respects by the management of the Company on the basis stated in the Note 2 to the Proforma Consolidated Financial Information.
8. We conducted our engagement in accordance with Guidance Note on Audit Reports and Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India Standard on Assurance Engagements (SAE) 3420, Assurance Engagements to Report on the Compilation of Proforma Consolidated Financial Information Included in a Prospectus, issued by the Institute of Chartered Accountants of India. This Standard requires that we comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the management has compiled, in all material respects, the Proforma Consolidated Financial Information on the basis stated in Note 2 to the Proforma Consolidated Financial Information.
9. Our work consisted primarily of comparing the respective columns in the Proforma Consolidated Financial Information to the underlying
a. Audited Restated Consolidated Financial statements of the Company as at and for six months ended 30 September 2024 and for the year ended 31 March 2024, 31 March 2023 and 31 March 2022, on which we have issued unmodified audit opinion dated March 22, 2025 for the entity;
b. Special purpose financial statements of the subsidiary, Evie Real Estate Private Limited as at and for the six months ended September 30, 2024 and as at and for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, which have been audited by us, and we have issued reports dated, March 21, 2025, August 06, 2024, September 12, 2023 and September 27, 2022 respectively.;
c. Special purpose financial statements of the Horizon Projects Private Limited, as at and for the six months ended September 30, 2024 and as at and for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, which have been audited by other auditors, and whose reports dated, March 21, 2025 respectively have been furnished to us by the Companys management;
As the case may be, considering the evidence supporting the adjustments and reclassifications, performing procedures to assess whether the basis of preparation of Proforma Consolidated Financial Information as explained in the attached notes to the Proforma Consolidated Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the Evie Real Estate Private Limited and Horizon Projects Private Limited acquisition/merger and discussing the Proforma Consolidated Financial Information with the management of the Company.
10. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with sufficient evidence to issue this report. This engagement did not involve independent examination of any of the underlying financial information. We believe that the procedures performed by us provide a reasonable basis for our opinion.
11. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Proforma Consolidated Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Proforma Consolidated Financial Information. For this engagement, we have placed reliance on audited financial statements/ financial information as referred to in paragraph 3 above.
12. The purpose of Proforma Consolidated Financial Information, to be included in the DRHP, RHP and Prospectus, is solely to illustrate the impact of a significant events or transactions on financial information of the entities as if the events had occurred or the transactions had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at April 1, 2021 with consequential impact during the six months ended September 30, 2024 and the financial years ended March 31, 2024, March 31, 2023 and March 31,2022 would have been as presented.
13. A reasonable assurance engagement to report on whether the Proforma Consolidated Financial Information has been compiled, in all material respects, on the basis stated in Note 2 to the Proforma Consolidated Financial Information, involves performing procedures to assess whether the applicable criteria used by the Management in the compilation of the Proforma Consolidated Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:
- The related proforma adjustments give appropriate effect to the applicable criteria; and
- The Proforma Consolidated Financial Information reflects the proper application of those adjustments to the unadjusted financial information.
14. The procedures selected depend on our judgment, having regard to our understanding of the nature of the Company, the event or transaction in respect of which the Proforma Consolidated Financial Information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the Proforma Consolidated Financial Information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
15. Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions other than India and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.
16. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion
17. In our opinion, the Proforma Consolidated Financial Information has been compiled, in all material respects, on the basis stated in Note 2 to the Proforma Consolidated Financial Information and in accordance with the, Guidance note on report in Company Prospectuses (2019), Standard on Assurance Engagements (SAE) 3420 "Assurance Engagements to Report on the Compilation of Proforma Consolidated Financial Information Included in a Prospectus" issued by the Institute of Chartered Accountants of India and the SEBI Regulations for the six months ended September 30, 2024 and the financial years ended March 31,2024, March 31,2023 and March 31,2022.
Other Matter
18. We did not audit the following Rested Financial Information:
a) Restated consolidated financial statements of the Company, as at and for the year ended March 31,2022 whose share of total assets, total revenues, net cash inflows / (outflows) included in the Proforma Consolidated Financial Information is tabulated below:
| Particulars | March 31, 2022 |
| Total Assets | 13,961.81 |
| Revenue from operations | - |
| Net Cash Inflows/ (Outflows) | 3,909.80 |
The financial statements as at March 31,2022 have been audited by other auditor as set out below, whose report has been furnished to us by the Companys Management and our audit opinions for the relevant period on the Restated Consolidated Financial Information, in so far as it relates to the amounts and disclosures included, is based solely on the report of the other auditor:
| Year Ended | Name of the Auditor | Auditors Report Date |
| March 31, 2022 | M.B. Agrawal & Co. | September 27, 2022 |
b) The financial statements of the subsidiaries in Restated Financial Information as referred in annexure A whose share of total assets, total revenues and net cash flows included in the consolidated financial statements is tabulated below, which have been audited by other auditors, M.B. Agrawal & Co and whose reports have been furnished to us by the Companys management and our opinion on the Restated Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors.
| Particulars | Amount as on 30 September 2024 | Amount as on 31 March 2024 | Amount as on 31 March 2023 |
| Total Assets | 33505.69 | 26,392.20 | 11,877.46 |
| Revenue | 203.58 | 834.23 | 6.74 |
| Net Cash Flow (Outflow)/Inflow | 203.70 | (51.95) | (3,865.71) |
d) The financial statements of the one associate and one Joint Venture in Restated Financial Information whose share of profit/ loss included in the consolidated financial statements is tabulated below, which have been audited by other auditors, M.B. Agrawal & Co and whose reports have been furnished to us by the Companys management and our opinion on the Restated Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors.
| Particulars | Amount as on 30 September 2024 | Amount as on 31 March 2024 | Amount as on 31 March 2023 |
| Share of profit/(loss) in its associate | (0.02) | (0.01) | (0.02) |
| Share of profit/(loss) in its joint venture | - | - | - |
e) We did not audit the special purpose financial statements of the subsidiary Horizon Projects Private Limited as at and for the six months/year ended Sept 30, 2024, March 31, 2024, March 31, 2023 and March 31,2022 whose share of total assets, total revenues, net cash inflows/ (outflows) included in the Proforma Consolidated Financial Information is tabulated below:
| Particulars | As at and for the six months ended Sept 30, 2024 | As at and for the year ended March 31, 2024 | As at and for the year ended March 31, 2023 | As at and for the year ended March 31, 2022 |
| Total Assets | 13,590.47 | 12,640.31 | 11,105.41 | 11,725.64 |
| Revenue from operations | 208.34 | 2,177.04 | 3,309.82 | 232.83 |
| Net Cash Inflows/ (Outflows) | 85.90 | 22.02 | 28.90 | 14.83 |
These financial statements have been audited by other auditor as set out below, whose report has been furnished to us by the Companys Management and our audit opinions for the relevant period on the Special Purpose Financial Statements, in so far as it relates to the amounts and disclosures included in respect of this component for the relevant period, is based solely on the report of the other auditor:
| Six Months/Year Ended | Name of the Auditor | Auditors Report Date |
| Sept 30, 2024 | M.B. Agrawal & Co. | March 12, 2025 |
| March 31,2024 | M.B. Agrawal & Co. | March 12, 2025 |
| March 31,2023 | M.B. Agrawal & Co. | March 12, 2025 |
| March 31,2022 | M.B. Agrawal & Co. | March 12, 2025 |
Our opinion is not modified in regards to this matter.
Restriction on Use
19. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP, RHP and Prospectus to be filed with the Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and the Registrar of Companies, Maharashtra at Mumbai in connection with the Proposed IPO 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 Singhi & Co. |
| Chartered Accountants |
| Firm Registration Number: 302049E |
| Ravi Kapoor |
| Partner |
| Membership Number: 040404 |
| UDIN: 25040404BMLANL4895 |
| Place: Mumbai |
| Date: March 22, 2025 |
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