INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED FINANCIAL INFORMATION
To,
The Board of Directors,
Shreedhar Spinners Limited
503, Matharu Arcade,
Subhash Road, Vile Parle East,
Mumbai - 400057, Maharashtra
Dear Sirs,
1. We, M R B & Associates, Chartered Accountants ("we" or
"us" or "MRB") have examined the attached
Restated Financial Information of Shreedhar Spinners Limited (formerly known as
Shreedhar Spinners
Private Limited) (the "Company" or the "Issuer")
comprising the Restated Consolidated Statement of Assets
and Liabilities as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31,
2023, the Restated
Statement of Profit and Loss, the Restated Statement of Cash Flows for the period ended
September 30, 2025
and the year ended March 31, 2025, March 31, 2024 and March 31, 2023 the Summary Statement
of Material
Accounting Policies, and other explanatory information (collectively, the "Restated
Financial Information"),
as approved by the Board of Directors of the Company at their meeting held on January 09,
2026, for the
purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") prepared by
the Company in connection
with its proposed Initial Public Offer of equity shares ("IPO") prepared in
terms of the requirements of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the "Act");
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018,
as amended ("ICDR Regulations"); and related amendments/ clarification
from time to time issued by the the
Securities and Exchange Board of India ("SEBI");
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").
2. The Companys Management and Board of Directors are responsible for the preparation
of the Restated
Financial Information for the purpose of inclusion in the DRHP to be filed with Securities
and Exchange Board
of India ("SEBI"), Registrar of Companies, Mumbai (RoC) and
National Stock Exchange of India Limited,
where the equity shares of the Company are proposed to be listed ("Stock Exchanges")
in connection with the
proposed IPO. The Restated Financial Information has been prepared by the management of
the Company on
the basis of preparation stated in note 2.1 of Annexure V to the Restated Consolidated
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.
3. We have examined such Restated 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 November 25, 2025 in connection with the proposed IPO of equity shares 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 Consolidated 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.
4. These Restated Financial Information have been compiled by the management from:
Audited financial statements of the company for the period ended on September 30, 2025
and for the year
ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with the
Accounting
Standards (referred to as "AS") as prescribed under Section 133 of the Act read
with Companies (Accounting
Standards) Rules 2021, as amended, and other accounting principles generally accepted in
India.
5. For the purpose of our examination, we have relied on:
a) Auditors report issued by us dated January 09, 2026 on the financial statements of
the company for period
ended on September 20, 2025 and financial year ended on March 31, 2025. Further Auditors
Report issued by
Sarda and Pareek LLP, Chartered Accountants for the financial year ended on March 31, 2024
and March 31,
2023.
b) The audit was conducted by the Companys previous 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 year.
6. Based on our examination and according to the information and explanations given to
us, we report that the
Restated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting
policies, material errors,
regrouping / reclassifications and adjustments to the Restated Financial Information
retrospectively in the
financial years ended March 31, 2025, March 31, 2025 and March 31, 2023 to reflect the
same accounting
treatment as per the accounting policies and grouping/classifications followed as at and
for the year ended
March 31, 2025;
b) 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;
c) There are no qualifications in the Audit Reports issued by us for the financial
period ended on September 30,
2025 & for the financial year ended on March 31, 2025, and also no qualifications in
the Audit Reports issued
by Sarda and Pareek; Chartered Accountants for the financial year ended on March 31, 2024
and March 31,
2023 which would require adjustments in this Restated Financial Statements of the Company.
d) Adjustments in Restated Financial Information or Restated Summary Financial
Statement have been made in
accordance with the correct accounting policies;
e) There were no changes in accounting policies, which needs to be adjusted in the
Restated Financial Information
or Restated Summary Financial Statement;
f) It does not contain any qualifications requiring adjustments; and
g) Profits and losses have been arrived at after charging all expenses including
depreciation and after making such
adjustment / 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;
h) There are no revaluation reserves, which need to be disclosed separately in the
Restated Financial Information
or Restated Summary Financial Statement
i) The Company has not paid any dividend since its incorporation.
j) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
7. The Restated Financial Information do not reflect the effects of events that
occurred subsequent to the
respective dates of the reports on the audited financial statements mentioned in
paragraphs 4 and 5 above.
8. 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.
9. We have no responsibility to update our report for events and circumstances
occurring after the date of the
report.
10. Our report is intended solely for use of the Board of Directors for inclusion in
the DRHP to be filed with
Securities and Exchange Board of India, the Stock Exchanges and Registrar of Companies,
Mumbai 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 M R B & Associates
Chartered Accountants
ICAI Firm Registration Number: 136306W
Manish R Bohra
Partner
Membership No.: 058431
Place: Mumbai
UDIN: 26058431PHSTGH2886
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