Updater Services Pvt Auditors Report


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:

    1. 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:
  1. Section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act");
  2. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and
  3. 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

    1. 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.
    2. Auditors Responsibilities

    3. We have examined such Restated Consolidated Summary Statements taking into consideration:
      1. 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;
      2. the Guidance Note. The Guidance Note also requires that we comply with ethical requirements of the Code of Ethics Issued by ICAI.
      3. concepts of test checks and materiality to obtain reasonable assurance based on the verification of evidence supporting the Restated Consolidated Summary Statements; and
      4. 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

    4. 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.
    5. Auditors Report

    6. 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.
    7. 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:
    8. 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.

    9. 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:
    10. (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.

    11. (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
    12. 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).

    13. 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:
  1. 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.
  2. do not contain any qualifications requiring adjustments; and
  3. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
    1. 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:
  1. 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.
  2. 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.
  3. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
    1. 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.
    2. 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.
    3. 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.
    4. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
    5. 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