on the Restated Financial Information which consists of Restated Statement of Assets and Liabilities as at June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 and the Restated Statements of Profit and Loss (including Other Comprehensive Income), the Restated Statement of Changes in Equity and the Restated Statement of Cash Flows for the period/years ended June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 including the statement of material accounting policies and other explanatory information of SS Retail Limited (formerly known as SS Retail Private Limited and SS Communication & Services Private Limited) (collectively, the "Restated Financial Information")
To
The Board of Directors
SS Retail Limited (formerly known as SS Retail Private Limited and SS Communication & Services Private Limited) 399, E, Basant Bahar Road, Ratikmal Complex, Shop 6-7, Kolhapur - 416003, Maharashtra, India
Dear Sirs/ Madams,
1. We, Manek & Associates, Chartered Accountants , have examined the attached Restated Financial Information of SS Retail Limited (formerly known as SS Retail Private Limited and SS Communication & Services Private Limited) (the "Company ) annexed to this report comprising of Restated Statement of Assets and Liabilities as at June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 and the Restated Statements of Profit and Loss (including Other Comprehensive Income), the Restated Statement of Changes in Equity and the Restated Statement of Cash Flows for the period/ years ended June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 including the statement of material accounting policies and other explanatory information of the Company (collectively, the "Restated Financial Information" ) as approved by the Board of Directors of the Company at their meeting held on December 27, 2025 for the purpose of inclusion in the Draft Red Herring Prospectus ( "DRHP" ) prepared by the Company in connection with its proposed Initial Public Offering of equity shares ( "IPO" ) of the Company, consisting of fresh issue of shares and Offer For Sale by certain existing shareholders of the Company (collectively referred as "Offer" ). The Restated Financial Information have been prepared in terms of the requirements of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act" );
b. Relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, issued by the Securities and Exchange Board of India ( "SEBI" ), as amended from time to time in pursuance of the Securities and Exchange Board of India Act, 1992 (the "ICDR Regulations" ); and
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" ).
d. E-mail dated October 28, 2021 from 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 all the relevant periods mentioned herein (hereinafter referred to as the " the SEBI e-mail ").
Managements Responsibility for the Restated Financial Information
2. The Management and the Board of Directors of the Company are responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the DRHP to be filed with SEBI , BSE Limited ( BSE ) and National Stock Exchange of India Limited ( NSE ) (BSE and NSE is collectively referred to as, the "Stock Exchanges" ) and Registrar of Companies, Maharashtra at Pune ( "RoC" ) in connection with the proposed IPO. The Restated Financial Information has been prepared by the management of the Company on the basis of preparation as stated in Note 2.1 to the Restated Financial Information. The respective Management and the Board of Directors included in the Company are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The respective Management and the Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.
Auditors Responsibilities
3. We have examined such Restated Financial Information taking into consideration: a. The terms of reference and terms of our engagement agreed upon with the Management in accordance with our engagement letter dated September 05, 2025 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 Information; and d. The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist the Management in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the ICAI Guidance Note in connection with the IPO and the SEBI e-mail.
Restated Financial Information
4. These Restated Financial Information have been compiled by the management of the Company from:
a. Audited Financial Statements of the Company as at and for the year ended March 31, 2025, prepared in accordance with Indian Accounting Standards specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, and have been approved by the Board of Directors at their meeting held on September 05, 2025.
b. The special purpose audited financial statements of the Company as at and for the period and year ended June 30, 2025 , March 31, 2024 and March 31, 2023 prepared after taking into consideration the requirements of the SEBI e-mail and in accordance with the Indian Accounting Standards specified 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 meetings held on October 27, 2025 , September 05, 2025 and September 05, 2025 respectively. (collectively, the "Special Purpose Financial Statements)
c. Audited Financial Statements of the Company for the financial years ended March 31, 2024 and March 31, 2023, prepared in accordance with accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2021 specified under section 133 of the Act ("Indian GAAP")which were approved by the Board of Directors at their meeting held on September 04, 2024 and September 20, 2023, respectively (the "Indian GAAP Financial Statements").
The Special Purpose Financial Statements have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind-AS- 101) consistent with those expected to be used at the date of transition and as per the presentation, accounting policies and grouping/classifications including revised Schedule III disclosures followed as at and for the year ended March 31, 2025 pursuant to the SEBI e-mail referred above.
Auditors Report
5. For the purpose of our examination, we have considered the Auditors report issued by us on special purpose financial statements of the Company as at and for the period / years ended June 30, 2025 , March 31, 2024 and March 31, 2023 issued by us dated October 27, 2025 , September 05, 2025, September 05, 2025 respectively and also our Auditors Report on the audited financial statements for the year ended March 31 2025, issued by us on September 05, 2025 , as referred in Paragraph 4 above. Emphasis of Matter:
We draw attention to Note 2.1 to the Restated Financial Information for the period/ years ended June 30, 2025, March 31, 2025, March 31, 2024, and March 31, 2023 which describe the basis of accounting and also the purpose for which these Restated Financial Information have been prepared. As a result, these Restated Financial Information may not be suitable for any other purposes. Our opinion is not modified in respect of this matter
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 and regrouping / reclassifications retrospectively in the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping / classifications followed and as at and for the period ended June 30, 2025.
b. does not contain any qualifications requiring adjustments; and
c. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
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.
7. The Restated Financial Information do not reflect the effects of events that occurred subsequent to June 30, 2025.Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the company as at any date or for any period subsequent to June 30, 2025.
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 this report.
10. Our report is intended solely for use of the Board of Directors of the Company for inclusion in the DRHP to be filed with SEBI, the Stock Exchanges and RoC in connection with the proposed Offer. 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 and on behalf of Manek & Associates, Chartered Accountants Firm Registration Number: 126679W
Name: Mittul Dalal Designation: Partner Membership Number: 172676 UDIN: 25172676BMOKYC2617 Place: Mumbai Date: December 27, 2025
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