To,
The Board of Directors,
SHANTI GOLD INTERNATIONAL LIMITED, A-51, 2ND 7ND Floor, MIDC, Marol Industrial Area, Road No-1, Near Tunga International Hotel, Andheri(E), Mumbai 400 069
Independent Auditors Examination Report on Restated Financial Information/Statements in Connection with the Proposed Issue of Equity Shares pursuant to Initial Public Offering By Shanti Gold International Limited.
Dear Sirs,
We have examined the attached Restated Financial Information/Statements and Other Financial Information of Shanti Gold International Limited (hereunder referred to ‘the Company”, “issuer”) comprising the following:
a) the Restated Statement of Assets and Liabilities as at March 31,2025, March 31,2024, and March 31, 2023,
b) the Restated Statement of Profit & Loss for the year ended March 31,2025, March 31,2024, and March 31, 2023,
c) the Restated Cash Flow Statement for the year ended March 31,2025, March 31,2024, and March 31, 2023, and
d) the Restated Statement of Equity for the year ended March 31,2025, March 31,2024, and March 31, 2023, and
e) the statement of Significant Accounting Policies and other explanatory information enclosed as Notes to Financial Statements (Collectively the Restated Financial Information/Statements),
As approved by the Board of Directors in their meeting held on 18th June, 2025 for the purpose of inclusion in the offer documents the Red Herring Prospectus (“RHP”) and the Prospectus to be filed with the Securities and Exchange Board of India (“SEBI”), the Stock Exchanges and the Registrar of Companies, Maharashtra at Mumbai (“Registrar of Companies” prepared by the Company in connection with the IPO of equity shares of face value of Rs.10 each comprising a fresh issue of equity shares (the “Issue”) prepared in terms of the requirements of:
a) Section 26 and 32 of Part I of Chapter III to the Companies Act, 2013 ("the Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014, as amended from time to time.
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 (the SEBI ICDR Regulations) as amended from time to time in pursuance of Section 11 of the Securities and Exchange Board of India Act,1992, and
c) The Guidance Note on Reports in Company Draft Prospectus / Prospectus (Revised) issued by the Institute of Chartered Accountants of India ("ICAI") ("Guidance Note")
f) E-mail dated 28 October 2021 from Securities and Exchange Board of India (“SEBI”) to Association of Investment Bankers of India, instructing lead managers to ensure that companies provide financial statements prepared in accordance with Indian Accounting Standards (Ind-AS) for financial statements of the Company as at and for the year ended March 31,2025, March 31,2024, and March 31, 2023.
d) The terms of reference to our engagement letter with the company dated 20th November, 2024 requesting us to carry out the assignment, in connection with Company proposes to file the Red Herring Prospectus and the Prospectus with respect to the Issue with the Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”) and the Registrar of Companies, Mumbai (“Registrar of Companies”) in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”).
Managements Responsibility for the Restated Financial Information/Statements:
1. The Companys Management and Board of Directors are responsible for the preparation of the Restated Financial Statements for the purpose of inclusion in the offer documents to be filed with Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and the Registrar of Companies in connection with the IPO.
g) The Restated Financial Information/Statements have been prepared by the management of the Company for the year ended March 31,2025, March 31,2024, and March 31, 2023, on the basis of preparation stated in paragraph 2.2 to the Restated Financial Information/Statements.
2. The responsibilities of the management and the Board of Directors of the Companies includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statements.
3. The Management and Board of Directors are also responsible for identifying and ensuring that the Companies complies with the Act, SEBI ICDR Regulations and the ICAI Guidance Note, read with the SEBI e-mail, as applicable.
4. The Financial Statements and information referred is the responsibility of the management of the Company.
Auditors Responsibilities
1. We, J Kala & Associates, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and our peer Review Certificate is valid as on the date of signing of this report.
2. We have examined such Restated Financial Statements taking into consideration: a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 20th November, 2024 in connection with the proposed 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 Statements; and in accordance with the Guidance Note on Reports in Company Prospectuses (Revised 2019) and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India; 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 SEBI ICDR Regulations and the Guidance Note in connection with the proposed IPO.
3. These Restated Financial Information have been compiled by the management from:
a) The Audited Ind AS Financial Statements of the Company as at and for the year ended March 31,2025, prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on 18th June, 2025.
b) As at and for the years ended March 31,2024 and March 31, 2023:
From the Audited Special Purpose Ind AS Financial Statements of the Company as at and for the years ended March 31, 2024 and March 31, 2023, which were prepared by the Company in response to the requirements of the SEBI e-mail and were approved by the Board of Directors at their Board meeting held on 18th June, 2025.The Audited Special Purpose Ind AS Financial Statements as at and for the years ended 31st March 2024 and 31st March 2023 have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101 .
We have audited the Special Purpose Ind AS Financial Statements of the Company for the years ended March 31, 2024, and March 31, 2023, in accordance with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with the ICAIs Guidance Note on Reports in Company Prospectuses and other accounting principles generally accepted in India. These financial statements have been audited solely for the limited purpose of complying with the requirements that (a) the financial statements be audited by an audit firm holding a valid peer review certificate issued by the Peer Review Board of the ICAI, as mandated by the SEBI (ICDR) Regulations in connection with the proposed IPO, and (b) the financial statements be in compliance with the requirements of the aforementioned SEBI e-mail, which was communicated to us by the Book Running Lead Manager appointed for the IPO.
4. For the purpose of our examination, we have relied on:
Independent Auditors Reports issued by the Previous Auditors Shahji & Co. (the “Previous Auditors”) dated 29th August, 2023 for the financial year ended 31st March 2023.
h) We have also examined the other financial information and Notes to Restated Financial Information/Statements relating to the Company prepared by the Companys Management and as approved by the Board of Directors of the Company and annexed to this report relating to the
Company for the year ended March 31,2025, March 31,2024, and March 31, 2023, proposed to be included in the Offer Document for the proposed IPO.
Particulars
Summary Statements of Restated Assets and Liabilities Summary Statements of Restated Profit and Loss Summary Statements of Restated Cash Flows Summary Statement of Financial Liabilities Summary of Capitalization Statement Summary Statement of Dividend Paid / Proposed on Equity Shares; Summary Statement of Change in Equity Summary Statement of Deferred tax asset/Liability Summary Statement of Trade Payables Summary Statement of Other Current Liabilities Summary Statement of Short Term Provision Summary Statement of Investment Summary Statement of Other Non-Current Assets Summary Statement of Inventories Summary Statement of Trade Receivable Summary Statement of Cash and Cash Equivalents Summary Statement of Bank Summary Statement of Other Current Assets Summary Statement of Revenue From Operations Summary Statement of Other Income Summary Statement of Cost Of Material Consumed Summary Statement of Change In Inventory Summary Statement of Employee Benefits Expenses Summary Statement of Finance Costs Summary Statement of Depreciation Summary Statement of Other Expenses Summary Statement of Property, Plant and Equipments Summary Statement of Gratuity
Opinion
5. In accordance with the requirements of Section 26 of Part I of Chapter III of the Act read with, Rules 4 to 6 Companies (Prospectus and Allotment of Securities) Rules, 2014, the Securities and Exchange Board of India (issue of capital and disclosure requirements) regulations, 2009 and the Guidance Note, we report that the Restatement:
a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2025, 31st March 2024, and 31st March 2023to reflect the same accounting treatment as per the accounting policies.
b) does not contain any qualifications requiring adjustments. However, those qualifications in the Annexure to the auditors report issued under Companies (Auditors Report) Order, 2020 / Companies (Auditors Report) Order, 2016, issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, as applicable, on the financial statements for the years ended 31st March,2025, 31st March 2024, and 31st March 2023 , which do not require any corrective adjustments in the Restated Financial Information.
c) has been prepared in accordance with the Act, ICDR Regulations and the Guidance Note, and the SEBI e-mail.
The Restated Financial Statements do not reflect the effects of events that occurred subsequent to the respective dates of the Reports on the Audited Ind AS Financial Statements and Audited Special Purpose Ind AS Financial Statements except the material developments after the balance sheet date before filing of RHP.
This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us or the previous auditors, nor should this report be construed as a new opinion on any of the Financial Statements referred to therein.
We have no responsibility to update our report for events and circumstances occurring after the date of the report.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements, Issued by the ICAI. We hereby confirm that while providing this certificate we have complied with the Code of Ethics issued by the Institute of Chartered Accountants of India.
Restriction on Use
Our report is intended solely for use of the Board of Directors for inclusion in the offer documents to be filed with Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Registrar of Companies, Maharashtra at Mumbai in connection with the 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 J Kala & Associates Chartered Accountants Firm Registration No: 118769W
Mayank Jain Partner Membership No: 173041 UDIN: 25173041BMLJCW2248 Date: 18th June 2025 Place: Mumbai
CIN : U74999MH2013PLC249748
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