on the restated consolidated summary statements of assets and
liabilities as at March 31, 2023, 2022 and 2021, restated consolidated summary statement
of profits and losses (including other comprehensive income), restated consolidated
summary statement of cash flows and restated consolidated summary statement of changes in
equity for each of the years ended March 31, 2023, 2022 and 2021, summary statement of
significant accounting policies and other explanatory information of Updater Services
Limited (collectively, the "Restated Consolidated Summary Statements")
To,
The Board of Directors Updater Services Limited 2/302A, UDS Salai, OMR
Thoraipakkam Chennai 600 097 Tamilnadu, India
Dear Sirs:
- We, S.R. Batliboi & Associates LLP, ("we", "us" or
"SRBA") have examined the attached Restated Consolidated Summary Statements of Updater
Services Limited (the "Company") and its subsidiaries (the Company together
with its subsidiaries hereinafter referred to as "the Group") annexed to this
report and prepared by the Company for the purpose of inclusion in the addendum to draft
red herring prospectus ("Addendum"), Red Herring Prospectus ("RHP")
and Prospectus (collectively referred to as "Offer Documents"), in connection
with its proposed Initial Public Offer ("IPO") of equity shares of face value of
Rs 10 each and offer for sale by the selling shareholders of the Company ("Proposed
IPO"). The Restated Consolidated Summary Statements, which have been approved by the
Board of Directors of the Company at their meeting held on July 20, 2023, have been
prepared in accordance with the requirements of:
- Section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act");
- The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and
- The Guidance Note on Reports in Company Prospectuses (Revised 2019) (as amended) issued
by the Institute of Chartered Accountants of India ("ICAI"), (the "Guidance
Note").
Managements Responsibility for the Restated Consolidated Summary
Statements
- The preparation of the Restated Consolidated Summary Statements, which are to be
included in the Addendum, RHP and Prospectus is the responsibility of the Management of
the Company. The Restated Consolidated Summary Statements have been prepared by the
Management of the Company on the basis of preparation, as stated in Note 2.1 to the
Restated Consolidated Summary Statements. The Managements responsibility includes
designing, implementing and maintaining adequate internal control relevant to the
preparation and presentation of the Restated Consolidated Summary Statements. The
Management is also responsible for identifying and ensuring that the Company complies with
the Act, ICDR Regulations and the Guidance Note. The Board of Directors of the respective
subsidiaries are also responsible for identifying and ensuring that those subsidiaries
complies with the Act, ICDR Regulations and the Guidance Note, as may be applicable.
Auditors Responsibilities
- We have examined such Restated Consolidated Summary Statements taking into
consideration:
- the terms of reference and terms of our engagement agreed with you vide our engagement
letter dated January 4, 2023, requesting us to carry out the assignment, in connection
with the proposed IPO of the Company;
- the Guidance Note. 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 the
verification of evidence supporting the Restated Consolidated Summary Statements; and
- The requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your
responsibilities in relation to your compliance with the Act and the ICDR Regulations in
connection with the IPO.
Restated Consolidated Summary Statements
- These Restated Consolidated Summary Statements have been compiled by the management of
the Company from audited consolidated financial statements of the Group as at and for the
years ended March 31, 2023, March 31, 2022 and March 31, 2021 which were prepared in
accordance with the Indian Accounting Standard (referred to as "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 July 6, 2023,
December 31, 2022 and September 24, 2021 respectively.
Auditors Report
- For the purpose of our examination, we have relied on: Auditors reports issued by
us, dated July 6, 2023, December 31, 2022 and September 24, 2021 on the consolidated
financial statements of the Group as at and for each of the years ended March 31, 2023,
March 31, 2022 and March 31, 2021 respectively as referred in Paragraph 4 above.
- The auditors report on the consolidated financial statements of the Group issued
by us for the year ended March 31, 2022 was modified and included the following matter:
Qualified Opinion
We draw attention to Note 60 to the consolidated financial
statements regarding certain instances of irregularities in disbursement/ payment of
salary to fictitious and resigned employees in the current as well as earlier years in
relation to a subsidiary (Washroom Hygiene Concepts Private Limited), of which we are
statutory auditors. Based on initial inquiries, management of the subsidiary has
quantified the possible impact of such irregularities to be Rs 1 million (including Rs
0.86 million relating to earlier years) and recovered such amounts from the employees
concerned, during the current year. In this regard, the subsidiary Company has further
initiated a forensic investigation of such irregularities by engaging an external
independent expert and pending the completion of the same, we are unable to comment on the
impact, if any, on the consolidated financial statements for the year ended March 31,
2022.
- As indicated in our audit reports referred to in Paragraph 5 above, we did not audit the
financial statements of certain subsidiaries as at and for the years ended March 31, 2023,
March 31, 2022 and March 31, 2021 whose financial statements reflect total assets, total
revenues and net cash inflows / (outflows), as tabulated below:
(Rs. In Millions)
Particulars |
March
31, 2023 |
March
31, 2022 |
March
31, 2021 |
Number of
Subsidiaries |
9 |
8 |
7 |
Total assets |
4,116.22 |
2,389.14 |
1,010.45 |
Total revenue |
7,509.67 |
5,003.68 |
1,669.47 |
Net cash inflow /
(outflow) |
92.25 |
162.87 |
126.16 |
These financial statements have been
audited by other firms of Chartered Accountants as listed in Annexure 1, whose reports
have been furnished to us by the Companys management and our opinion on the
historical consolidated financial statements, in so far as it relates to the amounts and
disclosures in respect of such subsidiaries as referred to in Paragraph 4 above are based
solely on the report of other auditors.
- (a) The auditors reports on the consolidated financial statements of the Group
issued by us for the years ended March 31, 2022 and March 31, 2021 referred to in
paragraph 4 above included the following emphasis of
matter which did not require any corrections (included in Annexure VII
in the attached Restated Ind AS Summary Statements):
As at and for the year ended March 31, 2022
We draw attention to Note 56 to the consolidated financial
statements. The Holding Company has corrected certain prior period errors in respect of
the matter more fully described in that note, by restating the comparative amounts for the
year ended March 31, 2021 and the opening balances as at April 1, 2020 in accordance with
IND AS 8, "Accounting Policies, Change in Accounting Estimates and Errors". Our
opinion is not modified in respect of this matter.
As at and for the year ended March 31, 2021
We draw attention to Note 56 to the consolidated IND AS financial
statements relating to rectification and restatement of items described therein (primarily
intangible assets and deferred taxes) as at and for the year ended March 31, 2020 in
accordance with Ind AS 8 "Accounting Policies, Change in Accounting Estimates and
Errors". Our opinion is not qualified in respect of this matter.
(b) The auditors report on the consolidated financial statements
of the Group included qualifications in the report on the Companies (Auditors
Report) Order, 2020 issued by the Central Government of India in terms of sub section (11)
of Section 143 of the Act as at and for the years ended March 31, 2023 and March 31, 2022
which did not require any corrections (included in Annexure VII in the attached Restated
Consolidated Summary Statements). Further, our report under Section 143(3)(i) of the Act
on the audit of Internal Financial Controls with reference to those financial statements
as at and for the year ended March 31, 2022 included qualifications which did not require
any corrections (included in Annexure VII in the attached Restated Consolidated Summary
Statements).
- The other auditors as mentioned above, have examined the restated financial information
of certain subsidiaries (listed in Annexure 1) included in these Restated Consolidated
Summary Statements and have confirmed that the restated financial information of the
components:
- have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/reclassifications retrospectively in the
financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 to reflect the
same accounting treatment as per the accounting policies and grouping/classifications
followed for the year ended March 31, 2023.
- do not contain any qualifications requiring adjustments; and
- have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
- Based on our examination, in accordance with the ICDR Regulations and the Guidance Note,
and according to the information and explanations given to us and also as per the reliance
placed on the examination reports of components submitted by the other auditors as at and
for the years ended March 31, 2023, March 31 ,2022 and March 31, 2021, as may be
applicable in each case, we report that:
- The Restated Consolidated Summary Statements of the Group as at and for the years ended
March 31, 2023, 2022 and 2021 examined by us, as set out in Annexure to this report, have
been arrived at after making adjustments and regroupings / reclassifications as more fully
described in Annexure VII – "Statement of Material Adjustments and
Regrouping" included in the Restated Consolidated Summary Statements is in our
opinion were appropriate.
- The Restated Consolidated Summary Statements of the Group as at and for the years ended
March 31, 2023, 2022 and 2021 examined by us, have been made after giving effect to the
qualification referred to in Paragraph 6 above.
- have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
- We have not audited any financial statements of the Group as of any date or for any
period subsequent to March 31, 2023. Accordingly, we express no opinion on the financial
position, results of operations or cash flows of the Group as of any date or for any
period subsequent to March 31, 2023.
- The Restated Consolidated Summary Statements do 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.
- This report should not in any way be construed as a reissuance or re-dating of any of
the previous audit reports issued by us, nor should this report be construed as a new
opinion on any of the financial statements referred to herein.
- 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 Board of Directors for inclusion in the
Offer Documents to be filed with Securities and Exchange Board of India, National Stock
Exchange of India Limited, BSE Limited and Registrar of Companies, Tamil Nadu at Chennai
in connection with the proposed IPO. Our report should not be used, referred to, or
distributed for any other purpose. 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.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004