Report of Independent Auditor on the Consolidated Restated Balance Sheet as at June 30, 2024, and as at March 31,2024, the Standalone Restated Balance Sheet as at March 31, 2023, and as at March 31, 2022, the Consolidated Restated Statement of Profit and Loss for the period ended June 30, 2024, and for the year ended March 31, 2024, the Standalone Restated Statement of Profit and Loss for the year ended March 31, 2023 and for the year ended March 31, 2022, the Consolidated Restated Statement of Cash Flow for the period ended June 30, 2024, and for the year ended March 31, 2024, the Standalone Restated Statement of Cash Flow for the year ended March 31, 2023 and for the year ended March 31, 2022 (the Review Period), along with Restated Statement of Significant Accounting Policies and other explanatory information (the Restated Financial Statements) of Tejas Cargo India Limited (the Company/the Issuer) and its subsidiary Tejas Carrriers Solutions Private Limited (the Subsidiary) (collectively, the Group).
To,
The Board of Directors Tejas Cargo India Limited
3rd Floor, Tower-B, Vatika Mindscapes,
12/3, Mathura Road,
Sector-27D, NH-2, Faridabad Haryana, India, 121 003
Dear Sir/Maam,
1. We have examined the Restated Financial Statements of the Company prepared by the management and approved by the Board of Directors of the Company in their meeting held on 26.10.2024 for the purpose of inclusion in the Draft Red Herring Prospectus (DRHP) and in connection with its Initial Public Offer of Equity Shares (IPO). The Restated Financial Statements of the Company are prepared in terms of the requirement of:
a) the provisions of the Companies Act, 2013, as amended, read with the Companies (Account) Rules, 2014, as amended, (the Act),
b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 as amended (the SEBI ICDR Regulations), and
c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India as amended from time to time (the Guidance Note).
2. Managements Responsibility for the Restated Financial Statements
The management and Board of Directors of the Company are responsible for the preparation of the Restated Financial Statements of the Company for the purpose of inclusion in the DRHP to be filed with Stock Exchange, Securities and Exchange Board of India, and Registrar of Companies, Delhi in connection with the proposed IPO. The Restated Financial Statements of the Company have been prepared by the management and Board of Directors of the Company in accordance with the basis of preparation stated in the below mentioned Annexures to the Restated Financial Statements of the Company. The respective management and Board of Directors of the Group are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statements of the Company. The respective management and Board of Directors of the Group are also responsible for identifying and ensuring that it complies with the Act, the SEBI ICDR regulations and the Guidance Note.
3. Auditors Responsibilities:
We have examined the Restated Financial Statements of the Company taking into consideration:
a) the terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 15.10.2024 (the Engagement Letter) 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) the concepts of test checks; and materiality to obtain reasonable assurance based on verification of evidence supporting; and
d) the provisions of the Act and the SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the IPO.
4. These Restated Financial Statements of the Company have been compiled by the management from:
a) Audited Consolidated Financial Statements of the Company for the period ended June 30, 2024, and for the year ended March 31,2024, (the Audited Consolidated Financial Statements).
b) Audited Standalone Financial Statements of the Company for the year ended March 31, 2023, and for the year ended March 31, 2022, (the Audited Standalone Financial Statements)
The Audited Consolidated Financial Statements & the Audited Standalone Financial Statements are collectively mentioned as the Audited Financial Statements.
5. For the purpose of our examination, we have relied on the Independent Auditors Report dated October 14, 2024, September 21, 2024, September 29, 2023 & September 29, 2022, on the Audited Financial Statements issued by Pramod Banwari Lal Agrawal & Co (us).
6. The audit reports on the Restated Financial Statements of the Company were modified and included following matter(s) giving rise to modifications on the Audited Consolidated Financial Statements and Audited Standalone Financial Statements:
a) The Restated Financial Statements of the Company contained in Annexure A to Annexure N of this report read with the respective Significant Accounting Polices and Notes to Accounts as set out in Annexure D and Annexure E, respectively are prepared after making adjustments, regrouping/reclassification/correction of clerical errors, as disclosed in Annexure F, wherever considered appropriate and necessary in accordance with the Act, the SEBI ICDR Regulations, the Guidance Note. The Restated Financial Statements of the Company have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective period ended/year ended to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any,
b) The Restated Financial Statements of the Company have been made after incorporating adjustments for prior period and other material amounts in the respective period ended/year ended to which they relate and there are no qualifications which require adjustments,
c) Extra-ordinary items that needs to be disclosed separately in the accounts has been disclosed wherever required,
d) There were no qualifications in the Audit Reports issued by us on the: i) Audited Consolidated Financial Statements and ii) Audited Standalone Financial Statements which would require adjustments in this Restated Financial Statements of the Company,
e) There have been no changes in the accounting policies of the Company.
f) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements of the Company.
g) The Company has not paid any dividend since its incorporation.
h) Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software.
i) The annexures to the Restated Financial Statements of the Company is detailed below:
Restated Statement of Balance Sheet |
Annexure A |
Restated Statement of Profit & Loss Account |
Annexure B |
Restated Statement of Cash Flow Statement |
Annexure C |
Statement of Significant Accounting Policies |
Annexure D |
Notes to the Restated Financial Statements |
Annexure E |
Restated Statement of Share Capital |
Annexure A.1 |
Restated Statement of Reserves and Surplus |
Annexure A.2 |
Restated Statement of Long-Term Borrowings |
Annexure A.3 |
Restated Statement of Deferred Tax Liabilities |
Annexure A.4 |
Restated Statement of Other Long-Term Liabilities |
Annexure A.5 |
Restated Statement of Short-Term Borrowings |
Annexure A.6 |
Restated Statement of Other Current Liabilities |
Annexure A.8 |
Restated Statement of Short-Term Provisions |
Annexure A.9 |
Restated Statement of Trade Payables |
Annexure A.7 |
Restated Statement of Property Plant and Equipment |
Annexure A.10 |
Restated Statement of Non-Current Investments |
Annexure A.11 |
Restated Statement of Other Non-Current Assets |
Annexure A.12 |
Restated Statement of Inventories |
Annexure A.13 |
Restated Statement of Cash and Cash Equivalents |
Annexure A.15 |
Restated Statement of Trade Receivables |
Annexure A.14 |
Restated Statement of Short-Term Loans and Advances |
Annexure A.16 |
Restated Statement of Other Current Assets |
Annexure A.17 |
Restated Statement of Revenue from Operations |
Annexure B.1 |
Restated Statement of Other Income |
Annexure B.2 |
Restated Statement of Operating Expenses |
Annexure B.3 |
Restated Statement of Employee Benefit Expenses |
Annexure B.4 |
Restated Statement of Finance Costs |
Annexure B.5 |
Restated Statement of Depreciation and Amortization |
Annexure B.6 |
Restated Statement of Other Expenses |
Annexure B.7 |
Restated Statement of Payment to Auditors |
Annexure B.7.1 |
Restated Statement of CSR Expenditure |
Annexure B.7.2 |
Notes to the Restated Financial Statements |
Annexure D |
Statement of Significant Accounting Policies |
Annexure E |
Statement of Material Adjustment to the Restated Financial Statement |
Annexure F |
Restated Statement of Principal Terms of Secured Loans and Assets Charged as Security |
Annexure G |
Restated Statement of Principal Terms of Unsecured Loans |
Annexure H |
Restated Statement of Tax Shelter |
Annexure I |
Restated Statement of Capitalization |
Annexure J |
Restated Statement of Accounting Ratios |
Annexure K |
Restated Statement of Related Party Transactions |
Annexure L |
Restated Subsidiarys share of Total Consolidated Revenue |
Annexure M |
Restated Subsidiarys share of Total Consolidated Net Assets |
Annexure N |
In our opinion and to the best of information and explanation provided to us, the Restated Financial Statements of the Company, read with significant accounting policies and notes to accounts as appearing in ANNEXURE-D and ANNEXURE-E, respectively are prepared after providing appropriate adjustments, regrouping/reclassification/correction of clerical errors, as disclosed in Annexure F, wherever considered appropriate and necessary in accordance with the Act, the SEBI ICDR Regulations, the Guidance Note except on the compliance of Accounting Standard 15 - Employee Benefits.
We, Pramod Banwari Lal Agarwal and Co, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI) and hold a valid peer review certificate issued by the "Peer Review Board" of the ICAI.
The preparation and presentation of the Restated Financial Statements of the Company, referred to above, are based on the Audited Consolidated Financial Statements and the Audited Standalone Financial Statements and are in accordance with the provisions of the Act, the SEBI ICDR Regulations and the Guidance Note. The Restated Financial Statement of the Company and the information referred to above is the responsibility of the management and Board of Directors of the Company.
The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit nor should this report be construed as a new opinion on the Audited Consolidated Financial Statements or on the Audited Standalone Financial Statements referred to therein.
We have no responsibility to update our report for events and circumstances occurring after the date of the report.
Our report is intended solely for use of the management, the Board of Directors and for inclusion in the Offer Document in connection with the IPO-SME for Proposed Issue of Equity Shares of the Company and our report should not be used, referred to or distributed for any other purpose without our prior consent in writing.
For and on behalf of
Pramod Banwari Lal Agrawal & Co.
Chartered Accountants FRN: 003631C
Peer Review Certificate: 018235
Abhishek Luma Partner
M. No.: 308584
UDIN:24308584BKGUEW1333 Date: 26.10.2024 Place: New Delhi.
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