To,
The Board of Directors,
Teja Engineering Industries Limited
Dear Sirs,
1. We have examined the attached Restated Financial Information of Teja Engineering Industries Limited, comprising the Restated Assets and Liabilities as at March 31, 2023, June 30, 2023, 31 March 2024, and 31 March 2025 the Restated Statements of Profit and Loss (including other comprehensive income) for period ended on March 31, 2023, June 30, 2023 for 3 (Three) months of financial year ended March 31, 2024, 31 March 2024, and 31 March 2025 the Restated Statement of changes in Equity, the Restated Cash Flow Statement for the period ended , , March 31, 2023, June 30, 2023, 31 March 2024, and 31 March 2025 the Summary statement of Significant Accounting Policies (Collectively, the Restated Financial Information) as approved by the Board of Directors of the Company for the purpose of inclusion in the Draft Red Herring Prospectus / Red Herring Prospectus / Prospectus, 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 (the Act) read with Rules 4 to 6 of Companies (Prospectus and Allotment of Securities) Rules, 2014 (the Rules);
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time in pursuance of provisions of Securities and Exchange Board of India Act, 1992 (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 are responsible for the preparation of Restated Financial Information for the purpose of inclusion in the DRHP / RHP / Prospectus to be filled with Securities and Exchange Board of India, NSE/BSE and Registrar of Companies, Ahmedabad, Gujarat 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 notes to the Restated Financial Information. Managements responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. Management also responsible for identifying and ensuring that the Company complies with the Companies 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 the company in accordance with our engagement letter in connection with the proposed IPO of equity shares of the Company;
b. The Guidance Note.
c. The Guidance Note on reports or certificates for special purposes (Revised 2016), which include the concepts of test checks and materiality. This guidance Note requires us to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information. This Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.
4. This Restated Financial Information have been compiled by the management from the Audited Financial Statements of the company for the financial years / period ended on March 31, 2023; June 30, 2023; March 31, 2024 and 31 March 2025 which have been approved by Board of directors. The Financial Statement of the Company for the financials years ended March 31, 2023; June 30, 2023; March 31, 2024 and 31 March 2025 has been audited by us as a sole statutory auditor and had issued unqualified reports for these years.
5. Based on our examination, we report that:
a) The Restated Summary Statement of Assets and Liabilities, of the Company as at March 31, 2023; June 30, 2023; March 31, 2024 and 31 March 2025 examined by us, as set out in Annexure 1 to this report, are after making such adjustments and regroupings to the individual Financial Statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to the Restated Summary Statements as set out in Annexure 4(A) to this Report.
b) The Restated Statement of Profit and Loss, of the Company for financial year/ period ended on March 31, 2023; June 30, 2023; March 31, 2024 and 31 March 2025 examined by us, as set out in Annexure 2 to this report after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to the Restated Summary Statements as set out in Annexure 4(A) to this Report.
c) The Restated Statement of Cash Flows, of the Company for financial year / period ended on March 31, 2023; June 30, 2023; March 31, 2024 and 31 March 2025 examined by us, as set out in Annexure 3 to this report after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Restated Summary Statements as set out in Annexure 4(A) to this Report.
d) Based on the above, according to the information and explanations given to us, we are of opinion that the Restated Financial Information:
i. Adjustments for the changes in accounting policies retrospectively in respective financial period / years to reflect the same accounting treatment as per the changed accounting policy for all reporting period if any;
ii. Adjustment for any material amounts in the respective financial years / period have been made to which they relate;
iii. do not contain any extra-ordinary items that needs to be disclosed separately except as shown in the Restated Financial Information;
iv. There are no revaluation reserves, which needs to be disclosed separately in the Restated Financial Statement;
v. There are no qualifications in the Audit Report issued by statutory auditors for the financial year / period ended on March 31, 2023; June 30, 2023; March 31, 2024 and 31 March 2025 which would require adjustments in this Restated Financial Statement of the Company.
vi. The Company has not paid dividend on its equity shares during the reporting period.
6. We have also examined the following Restated financial information of the Company set out in the Annexure as prepared by the management and approved by the Board of Directors of the company for the financial year / period ended March 31, 2023; June 30, 2023; March 31, 2024 and 31 March 2025 proposed to be included in the Draft Prospectus / Prospectus (Offer Document) for the proposed IPO:
Annexure - 4(A): Significant Accounting Policies and Notes to Accounts as restated
Annexure - 4(B): Reconciliation of Restated Profit & Audit Profit
Annexure - 4(C): Reconciliation of Restated Equity / Net-worth
Annexure - 5: Restated Statement of Share Capital
Annexure - 6: Restated Statement of Reserves & Surplus
Annexure - 7: Restated Statement of Long-term Borrowings
| Annexure - 8: Restated Statement of Deferred Tax Liabilities (Net) Annexure - 9: Restated Statement of Short Term Borrowings | |
| Annexure - 10: Restated | Statement of Trade Payables |
| Annexure - 11: Restated | Statement of Other Current Liabilities |
| Annexure - 12: Restated | Statement of Short-Term Provisions |
| Annexure - 13: Restated | Statement of Property, Plant and Equipment |
| Annexure - 14: Restated | Statement of Non-current investments |
| Annexure - 15: Restated | Statement of Long-Term Loans and Advances |
| Annexure - 16: Restated | Statement of Other Non-Current Assets |
| Annexure - 17: Restated | Statement of WIP & Inventories |
| Annexure - 18: Restated | Statement of Trade Receivables |
| Annexure - 19: Restated | Statement of Cash and Cash Equivalents |
| Annexure - 20: Restated | Statement of Short-Term Loans and Advances |
| Annexure - 21: Restated | Statement of Other Current Assets |
| Annexure - 22: Restated | Statement of Revenue from Operations |
| Annexure - 23: Restated | Statement of Other Income |
| Annexure - 24: Restated | Statement of Cost of Services & Material Consumed |
| Annexure - 25: Restated | Statement of Employee Benefit Expenses |
| Annexure - 26: Restated | Statement of Finance Cost |
| Annexure - 27: Restated | Statement of Depreciation and Amortization Expense |
| Annexure - 28: Restated | Statement of Other Expenses |
| Annexure - 29: Restated | Statement of Accounting Ratios |
| Annexure - 30: Restated | Statement of Related Party Transactions |
| Annexure - 31: Restated | Statement of Segment Reporting |
| Annexure - 32: Restated | Statement of Capitalization |
| Annexure - 33: Restated | Statement Tax Shelter |
According to the information and explanations given to us, in our opinion, the above financial information contained in Annexure 1 to 33 and read along with the Restated Statement of Significant Accounting Polices and Notes as set out in Annexure 4(A) are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with paragraph B, Part II of Schedule II of the Act, the SEBI ICDR Regulations, The Revised Guidance Note on Reports in Company Prospectus and Guidance Note on Audit Reports/Certificates on Financial Information in Offer Documents issued by the Institute of Chartered Accountants of India (ICAI) to the extent applicable, as amended from time to time, and in terms of our engagement as agreed with you. We did not perform audit tests for the purpose of expressing an opinion on individual balances of account or summaries of selected transactions, and accordingly, we express no such opinion thereon.
7. This report should not in any way be construed as re-issuance or re-dating of any of the previous audit reports issued by us or any other firm of Chartered Accountants, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
8. We have no responsibility to update our report for events and circumstances occurring after the date of the report. The preparation and presentation of the Financial Statements referred to above are based on the Audited financial statements of the Company in accordance with the provisions of the Act and the Financial Information referred to above is the responsibility of the management of the Company.
9. The company has taken over business of Teja Engineering Services (proprietary concern) w.e.f. 1st July, 2023 as per business purchase agreement and all the assets and liabilities of the proprietary concern as on date of business purchase agreement became assets and liabilities of the company.
10. We, K K Haryani & Co., Chartered Accountants have been subjected to peer review process of the Institute of Chartered Accountant of India (ICAI) and hold a valid peer review certificate No.- 015994 dated 10/11/2023 issued by the Peer Review Board of the ICAI.
Our report is intended solely for use of the management for inclusion in the offer document to be filed with Securities and Exchange Board of India in connection with the proposed issue of equity shares of the Company. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in writing.
For K K Haryani & Co.
Chartered Accountants
Firm Regn No. - 121950W
Sd/-
Kishor K. Haryani
Proprietor
Mem. No. 110780
Bharuch -September 05, 2025
UDIN 25110780BMHSVS7445
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