REPORT ON RESTATED CONSOLIDATED FINANCIAL INFORMATION OF SUGS LLOYD LIMITED (FORMERLY "SUGS LLOYD PRIVATE LIMITED")
To,
The Board of Directors Sugs Lloyd Limited
(Formerly Sugs Lloyd Private Limited) Office No-8B, CSC-I Mandawali, Fazalpur, Behind Narwana Appartments, New Delhi, Delhi, India, 110092.
Dear Sir,
1. We have examined the attached Restated Consolidated Financial Information of Sugs Lloyd Limited (Formerly "Sugs Lloyd Private Limited") (the "Company") comprising the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023 the Restated Consolidated Statements of Profit and Loss and the Restated Consolidated Cash Flow Statement for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively referred to as, the "Restated Consolidated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on October 11, 2024 for the purpose of inclusion in the Red Herring Prospectus/ Red Herring Prospectus prepared by the Company in connection with its proposed Initial Public Issue of equity shares ("IPO") on SME Platform of Bombay Stock Exchange of India Limited ("BSE
SME").
These restated Consolidated Summary Statement 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. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("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").
2. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the Draft red herring Prospectus/ Red Herring Prospectus to be filed with the BSE SME platform of the Bombay Stock Exchange of India Limited, Registrar of Companies, Delhi in connection with the proposed IPO. The Restated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Annexure 4 to the Restated Consolidated Financial Information. The Managements responsibilities includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Management is 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 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 letterdated
March 27, 2024 in connection with the proposed IPO of equity shares of Sugs Lloyd Limited (the "Issuer Company") on BSE SME platform of Bombay Stock Exchange of India Limited ("BSE SME");
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 supportingthe
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 youin meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the GuidanceNote in connection with the IPO.
4. These Restated Consolidated Financial Information have been compiled by the management from:
a. Audited Consolidated Financial Statements of the Group Company and its Associate for the period from April 1, 2024 to March 31, 2025, prepared in accordance with Accounting Standards specified under section 133 of the Act and other accounting principles generally accepted in India, which has been approved by the Board of Directors at their meeting held on October 11, 2024.
b. Audited Consolidated Financial Statements of the Group Company and its Associate for the year from April 1, 2023 to
March 31, 2024, prepared in accordance with Accounting Standards specified under section 133 of the Act and other accounting principles generally accepted in India, which has been approved by the Board of Directors at their meeting held on July 25, 2024.
c. Restated Consolidated Financial Statements of the Group Company and its Associate for the years ended on March 31,
2025 March 31, 2024 and March 31, 2023 prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act read with Companies (Accounting Standards) Rules as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on October 11, 2024.
d. Audited Financial Statements of the Associate Company for the years ended on March 31, 2025 March 31, 2024 and
March 31, 2023 prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act read with Companies (Accounting Standards) Rules as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors of Associate company at their meeting held on September 30, 2024, June 19, 2024, September 2, 2023 and September 5, 2022 respectively.
5. We have Audited the financial statements of the Holding company for the year ended March 31, 2025, and prepared in accordance with the accounting standards as prescribed under Section 133 of the Act for the limited purpose of complying with the requirement of getting its financial statements audited by an audit firm holding a valid peer review certificate issued by the "Peer Review Board" of the ICAI as required by ICDR Regulationsin relation to the proposed IPO, which have been approved by the Board of Directors. We have issued our report dated July 25, 2024 on this financial information to the Board of Directors who have approved these in their meeting held on July 25, 2024 for the year ended March 31, 2024 and we have issued our report dated June 04, 2025 on this financial information to the Board of Directors who have approved these in their meeting held on June 04, 2025 for the year ended March 31, 2025.
6. The financials statements of Associate company M/s. Levana Infra Private Limited has been audited by M/s K. Awatar & Associates, Chartered Accountants for the financial year ended 31st March 2025, 2024 and 2023 vide audit report dated May 20, 2025, June 19, 2024 and September 2, 2023 respectively. For the limited purpose of preparation of Restated financial statements we are have relied on the figures and details as per the audited financials as prepared by the management of the Associate and audited by Ms/. K. Awatar & Associates, Chartered Accountants for the financial years ending on 31st March 2025, 2024 and 2023.
7. For the purpose of our examination, we have relied on:
a. Auditors Report issued by us dated June 04, 2025 on the financial statement of the Holding Company for the year ended
March 31, 2025 and Audit Report issued by M/s. K. Awatar & Associates, Chartered Accountants dated May 20, 2025 on the financial statements of the Associate Company for the year ended March 31, 2025.
b. Auditors Report issued by us dated July 25, 2024 on the financial statement of the Holding Company for the period from April 1, 2023 to March 31, 2024 and Audit Report issued by M/s. K. Awatar & Associates, Chartered Accountants dated June 19, 2024 on the financial statements of the Associate Company for the period from April 1, 2023 to March 31, 2024.
c. Auditors Report of Holding Company issued by M/s. Sanjeev Arora & Associates., Chartered Accountants dated
September 1, 2023 and August 30, 2022, for the financial year ended March 31, 2023 and March 31, 2022 respectively and Auditors Report of Associate Company issued by M/s. K. Awatar & Associates, Chartered Accountants dated
September 2, 2023 and September 5, 2022 for the financial year ended March 31, 2023 and March 31, 2022 respectively as referred in Paragraph 4.
The Audit for the previous financial years were conducted by the Companys previous auditor by M/s. Sanjeev Arora &
Associates, Chartered Accountants in case of Holding Company for the financial year ended March 31, 2023 and March 31, 2022 and the audit for the financial statements of Associate company were conducted by M/s K. Awatar & Associates, Chartered Accountants for the financial year ended March 31, 2024, March 31, 2023 and March 31, 2022. We have performed adequate procedures to restate the Financial Information for the said years. The Examination Report included for the said years is based solely on the report submitted by the Previous Auditor.
8. There were no qualifications in the Audit Reports issued by us and by previous auditor as at for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and which would require adjustments in this Restated Consolidated Financial Information of the Company.
9. We draw attention to the following matters: i. Note 9.1 to restated Consolidated financial information regarding the professional tax payable, During the FY 2023-24, the Company recognized a provision for unpaid Professional Tax for the periods FY 2021-22, FY 2022-23, and FY 2023-24. The Company had not deducted Professional Tax from employees starting February 2022. As a result, a cumulative liability has been accounted for in the financial statements of FY 2023-24. The same remains unpaid as on the date of financial statement but has been paid later on in Sept, 2024.
Our opinion is not modified in respect of this matter.
10. Based on our examination and according to the information and explanations given to us, we report that:
a. The Restated Consolidated Summary Statements have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial period/years to reflect the same accounting treatmentas per the changed accounting policy for all reporting periods, if any; b. The Restated Consolidated Summary Statements do not require any adjustments for the matter(s) giving rise to modifications mentioned in paragraph 8 above.
c. The Restated Consolidated Summary Statements have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
d. The Restated Summary Statements have been made after incorporating adjustments for prior period and other material amounts in the respective financial years/period to which they relate, if any and there are noqualifications which require adjustments;
e. Extra-ordinary items that need to be disclosed separately in the accounts has been disclosed wherever required;
f. The details of Prior period Adjustments are given in Annexure 5 of the Restated Financial Statements.
g. From Financial Years 2021-22 to 2024-25, covered in the restatement, the Company has not declared and paid any dividend.
11. We have also examined the following other financial information relating to the Company prepared by the Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company as at and for the years ended March 31, 2025, March 31, 2024, March 31, 2023 proposed to be included in the Red Herring Prospectus.
15. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
16. Our report is intended solely for use of the Board of Directors for inclusion in the Red Herring Prospectus/ Red Herring Prospectus to be filed with the BSE SME platform of the Bombay Stock Exchange of India Limited and Registrar of Companies, Delhi 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, Ratan Chandak & Co LLP. |
Chartered Accountants Firm Reg. No: 108696W/W101028 |
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CA Jagadish Laxman Sate |
(Partner) |
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Place: Navi Mumbai |
Date: June 04, 2025 |
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