on the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2026, March 31, 2025, and March 31, 2024, the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Restated Consolidated Statement of Changes in Equity and Restated Consolidated Statement of Cash Flows for the years ended March 31, 2026 ,March 31, 2025 , and March 31, 2024 and the summary of material accounting policies and explanatory notes (collectively, the Restated Consolidated Financial Information).
To,
The Board of Directors Sonaselection India Limited
18th K M Stone, Chittorgarh Road,
Hamirgarh, Bhilwara,
Rajasthan, India, 311025
Dear Sirs,
1. We, Pokharna Somani & Associates, Chartered Accountants (we or us’) have examined the attached Restated Consolidated Financial Information of Sonaselection India Limited (the Company or the Issuer) and its subsidiaries (the Company and its subsidiaries together referred to as the Group"), as approved by the Board of Directors of the Company at their meeting held on August 10, 2026, for the purpose of inclusion in the Red Herring Prospectus (RHP) and Prospectus (collectively, the Issue Documents) to be filed with the Securities and Exchange Board of India (SEBI), the Stock Exchanges and the Registrar of Companies, Rajasthan at Jaipur (ROC) 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 and 32 of Part I of Chapter III of the Companies Act, 2013 the (Act") as amended from time to time;
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations");
c) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI), as amended from time to time (the Guidance Note);
d) Email 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).
Management’s Responsibility for the Restated Consolidated Financial Statements
2. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information which has been approved by the Board for the purpose of inclusion in the Issue documents to be filed with Securities and Exchange Board of India (the SEBI), Bombay Stock Exchange (BSE) Limited, National Stock Exchange of India (NSE) and Registrar of Companies, Rajasthan, situated at Jaipur (ROC) 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 Note 1.2 of the Restated Consolidated Financial Information. The responsibility of the Board of Directors of the company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.
Auditor’s Responsibilities
3. We have examined the 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 July 08, 2025, requesting us to carry out the assignment, 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, the Guidance Note, in connection with the proposed IPO of equity shares of the Company.
Restated Consolidated Financial Information
4. The Restated Consolidated Financial Information have been compiled by the management of the Company from:
a) The Audited Ind AS Financial Statements of the Company as at and for the year ended March 31, 2026, 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 August 01, 2026.
b) As at and for the years ended March 31, 2025 and March 31, 2024:
From the Audited Special Purpose Ind AS Financial Statements of the Company as at and for the years ended March 31, 2025 and March 31, 2024, 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 November 27, 2025. The Audited Special Purpose Ind AS Financial Statements as at and for the years ended 31st March 2025 and 31st March 2024 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, 2025, and March 31, 2024, in accordance with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with the ICAI’s 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.
Opinion
5. Based on our examination and according to the information and explanations given to us for the years ended March 31, 2026, March 31, 2025 and March 31, 2024, we report that the Restated Consolidated Financial Information:
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, 2026, March 31, 2025 and March 31, 2024 to 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 (Auditor’s Report) Order, 2020 /Companies (Auditor’s 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 March 31, 2026, March 31, 2025 and March 31, 2024, which do not require any corrective adjustments in the Restated Consolidated Financial Information and,
c) have been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance Note, as applicable.
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 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.
7. Reconciliation of differences in the Equity and Profit/(Loss) as per the Special Purpose Ind AS Financial Statements and the Restated Consolidated Financial Information is furnished as Note No. - 51 to the Restated Consolidated Financial Statements.
8. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Special Purpose Ind AS Financial Statements mentioned in paragraph 4 above except for the effect of bonus shares approved by the shareholders on November 04, 2025.
9. 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 Special Purpose Ind AS Financial Statements referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
11. Our report is intended solely for use of the Board of Directors for inclusion in the Issue Documents to be filed with RoC, SEBI and Stock Exchanges 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 Pokharna Somani & Associates, |
Chartered Accountants |
ICAI Firm Registration No. 011535C |
Sumit Bumb |
Partner |
Membership no.: 429413 |
UDIN: 26429413URBSDR3024 |
Place: Bhilwara |
Date: August 10, 2026 |
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