S D Retail Ltd Auditor Reports

(As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies (Prospectus and Allotment of Securities) Rules, 2014)

To,

The Board of Directors,

S D Retail Limited

(Formerly known as "S D Retail Private Limited") C-929, Stratum at Venus Ground,

Nehrunagar, Ambawadi Ahmedabad, Gujarat, India, 380006

Dear Sir(s),

1. We have examined the attached Restated Financial Information of S D Retail Limited (formerly known as "S D Retail Private Limited") comprising the Restated Statement of Assets and Liabilities as at 31st March, 2024 and year ended 31st March, 2023, 31st March, 2022 the Restated Statement of Profit & Loss, the Restated Cash Flow Statement for the year ended 31st March, 2024 and year ended 31st March, 2023, 31st March, 2022 the Summary statement of Significant Accounting Policies and other explanatory Information (Collectively the Restated Financial Information) as approved by the Board of Directors in their meeting held on September 06, 2024 for the purpose of inclusion in the Red Herring Prospectus/Prospectus (Here-in Offer Documents), prepared by the Company in connection with its Initial Public Offer of Equity Shares (IPO) on the Emerge platform of National Stock Exchange of India Limited (NSE) and prepared in terms of the requirement of:
1. Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the "Act");
2. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") as amended (ICDR Regulations"); and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI");
3. The terms of reference to our engagements with the Company requesting us to carry out the assignment, in connection with the Red Herring Prospectus/Prospectus being issued by the Company for its proposed IPO of equity shares on Emerge Platform of NSE; and
4. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India as amended from time to time. ("The Guidance Note").
1. The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the offer document to be filed with Stock Exchange, Securities and Exchange Board of India, and Registrar of Companies, Ahmedabad, in connection with the proposed IPO. The Restated Financial Information has been prepared by the management of the Company for the year ended 31st March, 2024 and year ended 31st March, 2023, 31st March, 2022 on the basis of preparation stated in Annexure IV to the Restated Financial Information. The Board of Directors of the companys 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.
2. We have examined such Restated Financial Information taking into consideration:

1. The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 05^th April 2024 in connection with the proposed IPO of equity shares of the Company;
2. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;
3. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and,
4. 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.

1. These Restated Financial Information have been compiled by the management from:

a. Audited Financial statements of company as at and for the year ended 31st March, 2024 and year ended 31st March, 2023, 31st March, 2022 are prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India.

2. We have audited the special purpose financial information of the Company for the year ended on 31st March, 2024 and year ended 31st March, 2023, 31st March, 2022 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 proposed IPO. We have issued our report dated 06/09/2024 on this special purpose financial information to the Board of Directors who have approved these in their meeting held on 06/09/2024.
3. For the purpose of our examination, we have relied on Auditors Report issued by KKC & Associates LLP (formerly known as Khimji Kunverji & Co LLP) (the "Statutory Auditors") dt. 30^th July, 2024, 26^th September, 2023, 08^th September 2022 for the year ended on 31st March, 2024 and year ended 31st March,

2023, 31st March, 2022 respectively. The audit was conducted by the Companys statutory auditors, and accordingly reliance has been placed on the Statement of Assets and Liabilities and Statements of Profit and Loss, the Significant Accounting Policies, and other explanatory information and (collectively, the "Audited Financial Statement") examined by them for the said periods.

1. Based on our examination and according to the information and explanations given to us, we report that:

1. The Restated Financial Information or Restated Summary 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;
2. The Restated Financial Information or Restated Summary Financial Statement have been made after incorporating adjustments for prior period and other material amounts in the respective financial years/period to which they relate and there are no qualifications which require adjustments;
3. Extra-ordinary items that needs to be disclosed separately in the accounts has been disclosed wherever required;
4. There were no qualifications made in the Audit Reports issued by the previous auditor for the year ended on 31st March, 2024 and year ended 31st March, 2023, 31st March, 2022 which would require adjustments in this Restated Financial Statements of the Company;
5. 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;
6. The Restated Summary Statements have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note. ;
7. There was no change in accounting policies, which needs to be adjusted in the Restated Financial Information or Restated Summary Financial Statement.
8. There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Information or Restated Summary Financial Statement;
9. The Company has not paid any dividend since its incorporation.

1. 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:

1. The "Restated Statement of Assets and Liabilities" as set out in ANNEXURE – I to this report, of the Company for the year ending at 31st March, 2024 and year ended 31st March, 2023, 31st March, 2022 is 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 fully described in Significant Accounting Policies and Notes to Accounts as set out in ANNEXURE – IV to this Report.
2. The "Restated Statement of Profit and Loss" as set out in ANNEXURE – II to this report, of the Company for the year ending 31st March, 2024 and year ended 31st March, 2023, 31st March, 2022 is 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 to this Report.
3. The "Restated Statement of Cash Flow" as set out in ANNEXURE – III to this report, of the Company for the year ending at 31st March, 2024 and year ended 31st March, 2023, 31st March, 2022 is prepared by the Company and approved by the Board of Directors. These 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 in ANNEXURE – IV to this Report.
4. 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 year ending at 31st March, 2024 and year ended 31st March, 2023, 31st March, 2022 proposed to be included in the Draft Red Herring Prospectus / Red Herring Prospectus / Prospectus ("Offer Document") for the proposed IPO.

Particulars	Annexures
Restated Statement of Share Capital	Annexure – I.1
Restated Reserves and Surplus	Annexure – I.2
Restated Statement of Long-Term Borrowing	Annexure – I.3
Restated Statement of Long-Term Provision	Annexure – I.4
Restated Statement of Short-Term Borrowing	Annexure – I.5
Restated Statement of Trade Payables	Annexure – I.6
Restated Statement of Other Current Liabilities	Annexure – I.7
Restated Statement of Short-Term Provisions	Annexure – I.8
Restated Statement of Property, Plant and Equipment & Intangible Assets	Annexure – I.9
Restated Statement of Deferred tax asset (Net)	Annexure – I.10

Restated Statement of Long-term loans and advances	Annexure – I.11
Restated Statement of Other Non-Current Assets	Annexure – I.12
Restated Statement of Inventories	Annexure – I.13
Restated Statement of Trade Receivables	Annexure – I.14
Restated Statement of Cash and Bank Balances	Annexure - I.15
Restated Statement of Short Term Loans & Advances	Annexure - I.16
Restated Statement of Other Current Assets	Annexure - I.17
Restated Statement of Revenue from Operations	Annexure - II.1
Restated Statement of Other Income	Annexure - II.2
Restated Statement of Cost of materials consumed	Annexure - II.3
Restated Statement of Changes in Inventories of Finished Goods, Work In Progress and Stock in Trade	Annexure - II.4
Restated Statement of Employee Benefit Expenses	Annexure - II.5
Restated Statement of Finance Cost	Annexure - II.6
Restated Statement of Depreciation & Amortisation	Annexure – I.9
Restated Statement of Other Expenses	Annexure - II.7
Restated Statement of Earning Per Equity Share	Annexure - II.8
Restated Significant Accounting Policies	Annexure – IV
Restated Notes to the Restated Financial Statements	Annexure – V
Restated Statement of Accounting & Other Ratios	Annexure – VI
Restated Statement of Capitalization	Annexure – VII
Restated Statement of Tax Shelter	Annexure – VIII
Restated Statement of Related Party Transaction	Annexure – IX
Restated Statement of Disclosure in terms of Accounting Standard -15	Annexure – X
Restated Statement of Dividend	Annexure – XI
Restatement in Significant Accounting Policies	Annexure – XII
Restated Statement of Contingent liabilities and Capital Commitments	Annexure – XIII

1. In our opinion and to the best of information and explanation provided to us, the Restated Financial Information of the Company, read with significant accounting policies and notes to accounts as appearing in ANNEXURE – IV are prepared after providing appropriate adjustments and regroupings as considered appropriate.
2. We, M/s. V C A N & 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.
3. The preparation and presentation of the Restated 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.
1. 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.
2. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Red Herring Prospectus / Red Herring Prospectus /Prospectus to be filed with Securities and Exchange Board of India, Emerge Platform of NSE Limited and Registrar of Companies, Ahmedabad, 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.
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 – I to XIII 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 Companies Act, ICDR Regulations, Engagement Letter and Guidance Note.

For, V C A N & Co. Chartered Accountants FRN: 125172W

CA Saurabh Jain Partner

M. No. 175015

UDIN: 24175015BKCIVK5430

Place: Ahmedabad Date: 06/09/2024