To,
The Board of Directors,
Vashishtha Luxury Fashion Limited
307, 308, 309, Sun Industrial Estate
Sun Mill Compound, Lower Parel-West,
Mumbai- 400013.
Dear Sirs,
Reference: - Proposed Public Issue of Equity Shares of Vashishtha Luxury Fashion Limited.
1. We have examined the attached Restated Financial Information of Vashishtha Luxury
Fashion Limited (the "Company"
or the "Issuer"), and its subsidiary (the Company and its subsidiary together
referred to as the "Group"), comprising the
Restated Statement of Assets and Liabilities as at March 31, 2025 (Consolidated), as at
March 31, 2025 (Standalone), as at
March 31, 2024 (Standalone) and as at March 31, 2023 (Standalone) the Restated Statements
of Profit and Loss, the
Restated Cash Flow Statement for the year ended on March 31, 2025 (Consolidated), March
31, 2025 (Standalone), March
31, 2024 (Standalone) and March 31, 2023 (Standalone), the Summary Statement of
Significant Accounting Policies, the
Notes and Annexures as forming part of these Restated Financial Statements (collectively,
the "Restated Financial
Information"), as approved by the Board of Directors of the Company at their meeting
held on 13th Aug, 2025 for the
purpose of inclusion in the Red Herring Prospectus /Prospectus ("Offer
Document") prepared by the Company in
connection with its proposed SME Initial Public Offer of equity shares ("SME
IPO") prepared in terms of the requirements
of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");
b) Relevant provision of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements)
Regulations, 2018, as amended ("ICDR Regulations");
c) The terms of reference to our engagement with the Company requesting us to examine
financials statement referred to
above and proposed to be included in the Red Herring Prospectus and/or Prospectus being
issued by the Company for IPO
of equity shares in SME Platform; and
d) 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 is responsible for the preparation of the Restated
Financial Information for the purpose
of inclusion in the Red Herring Prospectus and/or Prospectus to be filed with, Securities
and Exchange Board of India,
relevant stock exchange and Registrar of Companies, Maharashtra in connection with the
proposed SME IPO. The Restated
Financial Information has been prepared by the management of the Company on the basis of
preparation stated in Note 1.2
"Basis of Preparation to the Restated Financial Information". The Board of
Directors of the Company are responsible for
designing, implementing and maintaining adequate internal control relevant to the
preparation and presentation of the
Restated Financial Information. The Board of Directors is 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 you in
accordance with our engagement letter dated
March 28, 2025 in connection with the proposed IPO of the Company;
b) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the
ICAI. The Guidance Note also
requires that we comply with the ethical requirements of the Code of Ethics issued by the
ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the
Restated Financial Statements; and
d) 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, the
ICDR Regulations and the Guidance Note in connection with the IPO.
4. These Restated Financial Statements have been compiled by the management from the
Audited Financial Statements of the
Company for the year ended on March 31, 2025 (Consolidated), March 31, 2025 (Standalone),
March 31, 2024 (Standalone)
and March 31, 2023 (Standalone), which has been approved by the Board of Directors, as
applicable.
5. We, M/s Kumbhat & Co. LLP Chartered Accountants have been subjected to the peer
review process of the Institute of
Chartered Accountants of India ("ICAI") and hold the peer review certificate No.
015876 having effective date from October
1, 2023 to September 30, 2026.
6. Financial Information as per Audited Financial Statements
I. We have examined:
a) The attached Restated Statement of Assets and Liabilities of the company, as at
financial year ended on March 31, 2025
(Consolidated), March 31, 2025 (Standalone), March 31, 2024 (Standalone) and March 31,
2023 (Standalone).
b) The attached Restated Statement of Profits & Losses of the Company for the
financial year ended on March 31, 2025
(Consolidated), March 31, 2025 (Standalone), March 31, 2024 (Standalone) and March 31,
2023 (Standalone).
c) The attached Restated Statement of Cashflows of the Company for financial year ended
on March 31, 2025 (Consolidated),
March 31, 2025 (Standalone), March 31, 2024 (Standalone) and March 31, 2023 (Standalone).
d) The Significant Accounting Policies adopted by the Company and notes to the Restated
Financial Statements along with
adjustments on account of audit qualifications / adjustments / regroupings.
(Collectively hereinafter referred as "Restated Financial Statements" or "Restated Summary Statements")
II. In accordance with the requirements of Act, SEBI ICDR Regulations, Guidance Note on
the reports in Company Prospectus
(Revised) issued by ICAI and the terms of our Engagement Letter, we further report that:
a) The "Restated Statement of Assets and Liabilities" as set out in Annexure
to this report, of the Company as financial year
ended on March 31, 2025 (Consolidated), March 31, 2025 (Standalone), March 31, 2024
(Standalone) and March 31, 2023
(Standalone), are prepared by the Company and approved by the Board of Directors. This
Statement of Assets and
Liabilities, as restated have been arrived at 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 to this Report.
b) The "Restated Statement of Profit and Loss" as set out in Annexure to this
report, of the Company for financial year ended
on March 31, 2025 (Consolidated), March 31, 2025 (Standalone), March 31, 2024 (Standalone)
and March 31, 2023
(Standalone), are prepared by the Company and approved by the Board of Directors. This
Statement of Profit and Loss, as
restated have been arrived at 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 to this Report.
c) The "Restated Statement of Cash Flow" as set out in Annexure to this
report, of the Company for financial year ended on
March 31, 2025 (Consolidated), March 31, 2025 (Standalone), March 31, 2024 (Standalone)
and March 31, 2023
(Standalone), are prepared by the Company and approved by the Board of Directors. This
Statement of Cash Flow, as
restated, have been arrived at 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 to this Report.
d) Based on the above and also as per the reliance placed by us on the audited
financial statements of the company and
auditors report thereon which have been prepared by us for the year March 31, 2025
(Consolidated), March 31, 2025
(Standalone), March 31, 2024 (Standalone) and March 31, 2023 (Standalone). We are of the
opinion that "Restated
Financial Statements" or "Restated Summary Statements" have been made after
incorporating:
i. Adjustments for any material amounts in the respective financial years have been made to which they relate; and
ii. There are no Extra-ordinary items which need to be disclosed separately in the Restated Summary Statements;
iii. In accordance with the Act, SEBI ICDR Regulations and the Guidance Note.
iv. Adjustments for the changes in accounting policies and regrouping/reclassifications
retrospectively, if any in the
financial years March 31, 2025 (Consolidated), March 31, 2025 (Standalone), March 31, 2024
(Standalone) and March
31, 2023 (Standalone), to reflect the same accounting treatment as per the accounting
policies and
grouping/classifications
v. There are no revaluation reserves, which need to be disclosed separately in the "Restated Financial Statements".
vi. There are no statutory audit qualifications, on the audited financial statements of
the Company as at March 31, 2025
(Consolidated), March 31, 2025 (Standalone), March 31, 2024 (Standalone) and March 31,
2023 (Standalone), which
requires any adjustments to the Restated Summary Statements
i. We have also examined the following financial information as set out in annexure
prepare by the management and as
approved by the Board of Directors of the Company for the year ended on March 31, 2025
(Consolidated), March 31, 2025
(Standalone), March 31, 2024 (Standalone) and March 31, 2023 (Standalone).
Sr. No. Particulars |
Annexures |
1 Corporate information as appearing in |
1.1 |
2 Summary of significant accounting policies |
1.2 |
3 Restated Statement of Share Capital |
2 |
4 Restated Statement of Reserves and Surplus |
3 |
5 Restated Statement of Long Term Borrowings |
4 |
6 Restated Statement of Deferred Tax Asset/Liabilities |
5 |
7 Restated Statement of Long Term Provision |
6 |
8 Restated Statement of Short Term Borrowings |
7 |
9 Restated Statement of Trade Payables |
8 |
10 Restated Statement of Other Current Liabilities |
9 |
11 Restated Statement of Short term provisions |
10 |
12 Restated Statement of Property, Plants and Equipment and Intangible Assets |
11 |
13 Restated Statement of Non current Investment |
12 |
14 Restated Statement of Inventories |
13 |
15 Restated Statement of Trade Receivables |
14 |
16 Restated Statement of Cash and Cash Equivalents |
15 |
17 Restated Statement of Short term loans and advances |
16 |
18 Restated Statement of Other Current Assets |
17 |
19 Restated Statement of Revenue from Operations |
18 |
20 Restated Statement of Other Income |
19 |
21 Restated Statement of Cost of Material Consumed |
20 |
22 Restated Statement of Increase/(Decrease) in Stock |
21 |
23 Restated Statement of Employee Benefit Expenses |
22 |
24 Restated Statement of Finance Cost |
23 |
25 Restated Statement of Depreciation and Amortisation Cost |
11 |
26 Restated Statement of Other Expenses |
24 |
27 Restated Statement of Earnings Per Share |
25 |
28 Restated Statement of Related Party Transaction |
26 |
29 Restated Statement of Earning in Foreign Currency (Fob Value) |
27 |
30 Restated Statement of Expenditure in Foreign Currency |
28 |
31 Restated Statement of Auditors Remunerations |
29 |
32 Restated Statement of Directors Remuneration |
30 |
33 Restated Statement of Contingent Liabilities |
31 |
34 Material Adjustments And Regroupings To Restated Summary Statements |
32 |
35 Restated Statement of Accounting Ratios |
33 |
36 Restated Statement of Tax Shelters |
34 |
37 Restated Statement of Disclosures of Accounting ratios and reason for variance |
35 |
38 Restated Capitalisation Statement |
36 |
39 Restated Statement of Information from Micro, Medium and Small Enterprises |
37 |
40 Restated Statement of Employee Benefits |
38 |
41 Other Significant Notes |
39 |
ii. The Restated Financial Information contains all the disclosures required by the
SEBI ICDR regulations and disclosures as
required by Accounting Standards notified under section 133 of Companies Act, 2013.
iii. 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.
iv. In our opinion, the above financial information contained in Annexure 1 to 39 of
this report read along with the Restated
Statement of Significant Accounting Polices and Notes 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.
v. Consequently, the financial information has been prepared after making such
regroupings and adjustments as were, in our
opinion, considered appropriate to comply with the same. As result of these regroupings
and adjustments, the amount reported
in the financial information may not necessarily be same as those appearing in the
respective audited financial statements for
the relevant years.
7. The Restated Financial Statement do not reflect the effects of events that occurred
subsequent to the respective dates of the
reports on the audited financial statements mentioned in paragraph 4 above.
8. 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.
9. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
10. Our report is intended solely for use of the Board of Directors for inclusion in
the Red Herring Prospectus and/or Prospectus
to be filed with Securities and Exchange Board of India, relevant stock exchange and
Registrar of Companies, Maharashtra
in connection with the proposed 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.
For KUMBHAT & CO LLP |
Chartered Accountants |
Firm Regn. No. S000162/001609S |
Sd/- |
Gaurang C. Unadkat |
Partner |
Mem.No. 131708 |
UDIN: 25131708BMIEAU5167 |
Place: Mumbai |
Dated: August 13, 2025 |
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