To
The Board of Directors
TSC India Limited
Office no. 3, 2nd floor. Midland Financial Centre.
Plot No. 21-22, G.T. Road, Jalandhar
Punjab, India 144001
Dear Sirs,
1. We, Rishab Aggarwal & Associates ("we", "us") have examined the attached Restated Consolidated Statements of Assets & Liabilities of TSC India Limited (hereinafter referred to as "the Company") and its subsidiaries (the company and its subsidiaries together referred to as "Group"), as at June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022,
Restated Consolidated Statement of Profit and Loss and Restated Consolidated Statement of Cash Flows for the financial year / period ended on June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 (collectively referred to as the "Consolidated Restated Summary Statements" or "Consolidated Restated Financial Statements") annexed to this report and initialled by us for identification purposes. These Consolidated Restated Financial Statements have been prepared by the management of the Company and approved by the board of directors at their meeting held on December 04, 2024 for the proposed Initial Public Offering ("SME IPO") of Equity Shares on Emerge Platform of National Stock Exchange of India Limited ("JNSE SME") of the Company.
2. The Restated Consolidated Financial Statements have been prepared in accordance with the requirements of:
Section 26 of the Companies Act, 2013 (herein after referred to as "the Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014 as amended from time to time;
The Securities and Exchange Board of India ["SEUI"] (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") and related amendments / clarifications from time to time issued by the SEB1
The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICA1"), as amended from time to time (the "Guidance Note1).
3. The Companys Board of Directors is responsible for the preparation of the Restated Consolidate Financial Statements for the purpose of inclusion in the Draft Prospectus / Prospectus to be filed with Securities and Exchange Board of India, Emerge Platform of National SLock Exchange of lndia Limited and Registrar of Companies in connection with the proposed SME TPO.
The Restated Consolidated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Notes to the Restated Financial Statements. The respective Board of Directors of the Companies responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Statement. The respective Board of Directors are also responsible for identifying and ensuring that the company complies with the Act, ICDR Regulations and the Guidance Note.
4. We have examined such Restated Consolidated Financial Statements taking into consideration:
The terms of reference to our engagement letter with the Company requesting us to carry out the assignment, in connection with the proposed IPO of Equity Shares on Emerge Platform of National Stock Exchange of lndia Limited ("IPO" or "SME IPO"); and
The Guidance Note also requires that we comply with ethical requirements of the Code of ethics issued by ICAI;
Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information;
the requirement of Section 26 of the Act, and the SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibility in relation to your compliance with the Act,
SEBI ICDR and the Guidance Note in connection with the issue.
5. These Restated Consolidated Financial Information have been compiled by the management from:
a. Audited special purpose interim consolidated financial statements of the Group and its subsidiaries as at and for the three month period ended June 30, 2024 prepared in accordance with Accounting Standard (AS) 25 "Interim Financial Reporting", specified under section 133 of the Act and other accounting principles generally accepted in India (the "Special Purpose Interim Consolidated Financial Statements") which have been approved by the Board of Directors at their meeting held on December 04, 2024.
b. Audited Consolidated financial statements of the Group as at and for the years ended March 31, 2024, 2023 and 2022 prepared in accordance with the Accounting Standards (referred Lo as "AS") 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.
6. The Companys Financial Statement for the financial period/year ended June 30,2024, March 31,2024,2023, and 2022 which have been approved by the Board of Directors at their meeting respectively and books of accounts underlying those financial statements and other records of the Company, to the extent considered necessary for the preparation of the Restated Consolidated Financial Statement of the Company for the financial period/year ended on June 30, 2024 and March 31, 2024 have been audited by us being Statutory Auditors of the Company and from the financial year ended March 31, 2023 and 2022 have been audited by M/s O.P. Garg & Co. Chartered Accountants and had issued unqualified repons for these years.
7. We did not audit the Financial Statements of die subsidiary for die period/year ended on at June 30, 2024, March 31, 2024, March 31,2023 and March 31,2022, whose share of profit/losses) included in the Restated Consolidated Financial Statements for the relevant years/period is tabulated below which have been audited by M/s Ashish Mahajan and Associates, Chartered Accountants for TSC Finsery Private Limited (subsidiary) and have been certified by management of the Company and in our opinion on the Restated Consolidated Financial Statements in so far as ii related to amounts and disclosures included in respect of subsidiary concern is based on the report of such other auditor/ management certified financials.
Particulars | For the period ended June 30, 2024 | For the period ended March 31, 2024 | For the period ended March 31,2023 | For the period ended March 31, 2022 |
Profit after tax* | 0.94 | 39.64 | 16.89 | 1.19 |
*The above figures reflect the consolidated groups share of profits/(losses).
8. The Restated Consolidated Summary Statements in relation to the subsidiary company, TSC Finsery Private Limited, was examined by the other auditor, whose reports have been received and included in the Restated Consolidated Summary Statements and who have also confirmed that the restated financial information of such associate:
have been made after incorporating adjustments for changes in accounting policies, material errors and regrouping,reclassifications retrospectively in the respective financial periods to reflect the same accounting treatment as per the accounting policies and groupings/classifications as at June 30, 2024;
does not contain any qualifications requiring adjustments; and
have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note;
9. Based on our examination and according to the information and explanations given to us we report that the Restated Consolidated Financial Information:
-have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/rcclassiflcations to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the financial years / period ended June 30, 2024, March 31,2024, March 31, 2023 and March 31,2022;
have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
an extra-ordinary items that need to be disclosed separately in the accounts and have been disclosed accordingly
There are no qualification in the Special Purpose Audit Report which required any adjustments.
10. In accordance with the requirements of the Act including the rules made there under, 1CDR Regulations, Guidance Note and engagement letter, we report that:
The "Restated Consolidated Statement of Asset And Liabilities of the Company for the financial periodyear ended on June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 examined by us, as set out in Annexure i to this report read with Significant Accounting Policies in Annexure IV has been arrived at after making such adjustments and regroupings to the consolidated financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the Restated Consolidated Summary Statements to this report,
The "Restated Consolidated Statement of Profit and Loss" TO the Company for the financial period/year ended on at June 30, 2024, March 31, 2024, 2023 and 2022 examined by us, as set out in Annexure 11 to this report read with Significant Accounting Policies in Annexure IV has been arrived at after making such adjustments and regroupings to the consolidated financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the Restated Consolidated Summary Statements to this report,
The "Restated Consolidated Statement of Cash Flows" of the Company for the financial period/year ended on at June 30, 2024, March 31,2024, 2023, and 2022 examined by us, as set out in Annexure III to this report read with Significant Accounting Policies in Annexure IV has been arrived at after making such adjustments and regroupings to the consolidated financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the Restated Consolidated Summary Statements to this report.
11. The Restated Consolidated Financial Statements of the Company have been compiled by the management from the consolidated financial statements of the Company for the financial year / period ended on March 31,2024, 2023 and 2022.
12. 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 for the financial period/year ended on at March 31, 2024,2023 and 2022 proposed to be included in the Draft Prospecnis / Prospectus ("Offer Document").
13. Annexures to tire Restated Consolidated Financial Statements of the Company:
Particulars | Annexures |
Restated Consolidated Statement of Assets and Liabilities | I |
Restated Consolidated Statement of Profit & Loss | II |
Restated Consolidated Statement of Cash Flows | III |
Corporate Information, Summary of significant accounting policies and Other Explanatory Notes to Restated Consolidated Summary Statement | IV |
Notes to Restated Consolidated Financial Statements | V |
Other Notes to Restated Consolidated Financial Statements | VI |
14. We, Rishab Aggarwal & Associates, Chartered Accountants hold a valid Peer Review Certificate issued by the "Peer Review Board" of the Institute of Chartered Accountants of India ("ICAI").
15. The preparation and presentation of the Financial Statements referred to above are based on the Audited Financial Statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company.
16. The Report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.
17. We have no responsibility to update our report for ev ents and circumstances occurring after the date of the report.
18. In our opinion, the above financial information contained in Annexure I to Vl of this report read with the respective Significant Accounting Policies and Notes to Restated Consolidated Summary Statements as set out in Annexure IV are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note,
19. Our report is intended solely for use of the management and for inclusion in the offer documents) to be filed with SLBI, relevant stock exchange(s) and Registrar of Companies in connection with the proposed SML 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,
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