Report of Independent Auditor on the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022, Restated Consolidated Statement of Profits and Losses (including Other Comprehensive Income), Restated Consolidated Statement of Changes in Equity and Restated Consolidated Statement of Cash Flows along with the Statement of Material Accounting Policies and other explanatory information for years ended March 31, 2024, March 31, 2023 and March 31, 2022 of Standard Glass Lining Technology Limited (collectively, the Restated Consolidated Financial Information)
The Board of Directors
Standard Glass Lining Technology Limited
D.12, Phase 1, IDA Jeedimetla, Hyderabad Telangana 500 055.
Dear Sirs / Madams,
1. We, M S K A & Associates, Chartered Accountants (We or Us or Our or the Firm) have examined the Restated Consolidated Financial Information of Standard Glass Lining Technology Limited (the Company or the Issuer) and its subsidiaries (the Company and its subsidiaries together referred to as the Group), which comprises the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022, Restated Consolidated Statement of Profits and Losses (including Other Comprehensive Income), Restated Consolidated Statement of Changes in Equity and Restated Consolidated Statement of Cash Flows along with the Statement of Material Accounting Policies and other explanatory information for years ended March 31, 2024, March 31, 2023 and March 31, 2022, annexed to this report 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 of face value of Rs. 10 each (IPO or Offer). The Restated Consolidated Financial Information, approved by the Board of Directors of the Company (the Board of Directors) at their meeting held on July 19, 2024, has been prepared by the Company in accordance with the requirements of:
a) the Sub-section (1) of Section 26 of Part I of Chapter III of the Companies Act, 2013 (the Act);
b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the SEBI ICDR Regulations);
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); and
d) Email dated 28 October 2021 from Securities and Exchange Board of India (SEBI) to Association of Investment Bankers of India (SEBI Communication).
2. The Companys Board of Directors is responsible for the preparation and presentation of Restated Consolidated Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India (SEBI), BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) in connection with the Offer. The Restated Consolidated Financial Information has been prepared by the Management of the Company in accordance with the basis of preparation stated in Note 2.1 of Annexure V to the Restated Consolidated Financial Information. The respective Board of Directors of the companies included in the Group are responsible for 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 compliance with the Act, the SEBI ICDR Regulations, the Guidance Note and SEBI Communication.
3. We have examined the Restated Consolidated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed with the Company in accordance with our engagement letter dated June 18, 2024 in connection with the Offer.
b) The Guidance Note and SEBI Communication. The Guidance Note also requires that we comply with the ethical requirements as stated in the Code of Ethics issued by the ICAI;
c) The concepts of test check 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 SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to compliance with the Act, the SEBI ICDR Regulations, Guidance Note and SEBI Communication in connection with the Offer.
4. The Restated Consolidated Financial Information have been compiled by the Management from:
a) the audited consolidated Ind AS financial statements of the Group as at and for the years ended March 31, 2024 and March 31, 2023, prepared in accordance with the Indian Accounting Standards (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 June 17, 2024 and April 30, 2023, respectively;
b) the audited special purpose consolidated Ind AS financial statements of the Group as at and for the financial year ended March 31, 2022, prepared by the Management in accordance with the with Basis of Preparation, as set out in Note 2.1(A)(II) to the Restated Consolidated Financial Information, which has been approved by the Board of Directors at their meeting held on July 19, 2024.
The Special Purpose Financial Statements as at and for the year ended March 31, 2022 referred to in Para 4(b) above 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 that used at the date of transition to Ind AS (April 01, 2021) 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, 2024, in accordance with Ind AS, pursuant to the SEBI Communication.
5. For the purpose of our examination, we have relied on:
a) Auditors reports issued by us dated June 17, 2024 and April 30, 2023 on the audited consolidated Ind AS financial statements of the Group as at and for the years ended March 31, 2024 and March 31, 2023 respectively as referred to in Para 4(a) above.
b) Auditors report issued by us dated July 19, 2024, on the audited special purpose consolidated Ind AS financial statements of the Group as at and for the financial year ended March 31, 2022, as referred in Para 4(b) above.
6. Our audit report on the audited consolidated Ind AS financial statements of the Group as at and for the financial year ended March 31, 2024 referred to in para 5(a) above includes Other Matter Paragraph which is reproduced below:
We did not audit the financial statements of three subsidiaries, whose financial statements reflect total assets of Rs. 435.70 million as at March 31, 2024, total revenues of Rs. 301.52 million and net cash flows amounting to Rs. 0.22 million for the financial year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Groups share of net profit (including other comprehensive income) of Rs. 32.99 million in respect of the three subsidiaries for the financial year ended March 31, 2024, as considered in the consolidated financial statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are not material to the Group.
7. Based on the above and according to the information and explanations given to us, we report that:
a) Restated Consolidated Financial Information have been prepared after incorporating adjustments for the changes in accounting policies, any material errors and regroupings/ reclassifications retrospectively in the each of the financial years ended March 31, 2023 and March 31, 2022, to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the financial year ended March 31, 2024, as more fully described in Note 2.1 of Annexure V and Annexure VII to the Restated Consolidated Financial Information (Restated Statement of Adjustments to Audited Financial Statements);
b) there are no qualifications in the auditors reports issued on the consolidated audited Ind AS financial statements of the Company as at and for the years ended March 31, 2024 and March 31, 2023 and on the audited special purpose consolidated Ind AS financial statements of the Company as at and for the financial year ended March 31, 2022, which require any adjustments to the Restated Consolidated Financial Information. There is an Emphasis of Matter (refer paragraph 5(b) above) which does not require any adjustment to the Restated Consolidated Financial Information; and
c) Restated Consolidated Financial Information has been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.
8. The Restated Consolidated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited consolidated financial statements mentioned in paragraph 4 above.
9. This report should not, in any way, be construed as a reissuance or re-dating of any of the previous auditors reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of this report.
11. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with the SEBI, BSE and NSE, in connection with the Offer. Our report should not be used, referred to or distributed for any other purpose without prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care towards any other person relying on this examination report.
For M S K A & Associates |
Chartered Accountants |
Firm Registration Number: 105047W |
Mukesh Kumar Pugalia |
Partner |
Membership No: 221387 |
UDIN: 24221387BKELYP7120 |
Place: Hyderabad |
Date: July, 19, 2024 |
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