Voler Car Ltd Auditor Reports

Independent Auditors Report on Restated Financial Statements

To,

The Board of Directors Voler Car Limited

(Formally known as "Voler Car Private Limited")

22 Burtolla Street 4th Floor,

Kolkata,

West Bengal - 700007.

1. We have examined the attached restated financial information of Voler Car Limited (formally known as "Voler Car Private Limited") (hereinafter referred to as "the Company") comprising the restated statement of assets and liabilities as at March 31, 2024, 2023 and 2022, restated statement of profit and loss and restated cash flow statement for the financial year ended on March 31, 2024, 2023 and 2022 and the summary statement of significant accounting policies and other explanatory information (collectively referred to as the "restated financial information" or "Restated Financial Statements") annexed to this report and initialed by us for identification purposes. These Restated Financial Statements have been prepared by the management of the Company and approved by the board of directors at their meeting in connection with the proposed Initial Public Offering on EMERGE Platform ("IPO" or "EMERGE IPO") of National Stock Exchange of India Limited ("NSE") of the company.

2. These restated summary statements have been prepared in accordance with the requirements of:

(i) Section 26 of Part - I of Chapter III of Companies Act, 2013 (the "Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014;

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") and related amendments/clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI");

(iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("Guidance Note")

3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statements for inclusion in the Draft Red-Herring Prospectus/ Red-Herring Prospectus/ Prospectus ("Offer Document") to be filed with Securities and Exchange Board of India ("SEBI"), NSE and Registrar of Companies (Kolkata) in connection with the proposed IPO. The Restated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Annexure IV to the Restated Financial Statements. The responsibility of the board of directors of the Company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statements. The 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 Financial Statements taking into consideration:

(i) The terms of reference and terms of our engagement letter requesting us to carry out the assignment, in connection with the proposed EMERGE IPO;

(ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements;

(iv) 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.

5. The Restated Financial Statements of the Company have been compiled by the management from audited financial statements for the year ended on March 31, 2024, 2023 and 2022.

6. Audit for the financial year ended March 31, 2024 was audited by us vide our report dt. 29th August 2024. Audit for the financial year ended March 31, 2023 and March 31, 2022 was conducted by Sumit Shah & Co LLP vide report dt. September 5, 2023 and August 8, 2022 respectively. There are no audit qualifications in the audit reports issued by previous auditors and which would require adjustments in the Restated Financial Statements of the Company. The financial report included for these years is based solely on the report submitted by him.

7. Based on our examination and according to information and explanations given to us, we are of the opinion that the Restated Financial Statements:

a) Have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial year ended on March 31, 2023 and 2022.

b) do not require any adjustment for modification as there is no modification in the underlying audit reports;

c) have no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments.

d) have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.

8. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and engagement letter, we report that:

(i) The "restated statement of asset and liabilities" of the Company as at March 31, 2024, 2023 and 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 audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(ii) The "restated statement of profit and loss" of the Company for the financial year ended as at March 31, 2024, 2023 and 2022 examined by us, as set out in Annexure II to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(iii) The "restated statement of cash flows" of the Company for the financial year ended as at 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 audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to restated summary statements to this report.

(iv) Emphasis of Matter

We draw attention to Annexure No. XXXVIII of the financial statements, which outlines the basis for the disclosure of contingent liabilities. The disclosed amounts have been determined solely on the basis of a confirmation certificate provided by the companys legal counsel. As auditors, we have not had access to certain underlying case documents and have therefore placed reliance on the legal counsels professional judgment in determining these amounts.

We also draw attention to Annexure No. X and XXX of the financial statements, which detail the recognition of profit on the settlement of loans amounting to Rs.61.89 Lakhs and the recording of interest and penalties on loan settlements amounting to Rs.20.85 Lakhs. These items collectively resulted in an increase in profit before tax by Rs.41.04 Lakhs. The impact pertains to loans totalling Rs.142.89 Lakhs, which were outstanding as of March 31, 2023, and for which the company has been in default regarding the payment of interest and principal for more than three years.

Out of these defaulted loans, Rs.28.12 Lakhs were settled before the year-end for Rs.3 Lakhs, resulting in a recognized profit on loan settlement of Rs.25.12 Lakhs in the statement ofprofit and loss for the year ended March 31, 2024. Subsequent to this settlement, the company received a No Dues Certificate from the respective lenders.

Additionally, loans totalling Rs.80.88 Lakhs were settled before the date of signing for Rs.44.11 Lakhs, resulting in a recognized profit on loan settlement of Rs.36.77 Lakhs in the statement of profit and loss for the year ended March 31, 2024. The company also received a No Dues Certificate from the respective lenders following this settlement.

However, defaulted loans amounting to Rs.33.89 Lakhs remain unsettled as of the date of signing the audit report. Of these, loans amounting to Rs.16.36 Lakhs, along with accrued interest and penalties totalling Rs.20.85 Lakhs, have been recorded in the statement of profit and loss, resulting in a closing balance of Rs.37.24 Lakhs. Additionally, one disputed loan of Rs.17.50 Lakhs has been carried at its prior years value, as the company has not agreed to the lenders balance confirmation. The additional amount claimed by the lender has been recorded as a contingent liability.

Our opinion is not modified in respect of these matters.

9. 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 year ended as at March 31, 2024, 2023 and 2022 proposed to be included in the Offer Document.

Annexure to Restated Financial Statements of the Company:-

I. Summary statement of assets and liabilities, as restated as appearing in ANNEXURE I;

II. Summary statement of profit and loss, as restated as appearing in ANNEXURE II;

III. Summary statement of cash flows as restated as appearing in ANNEXURE III;

IV. Corporate Information, Significant accounting policies as restated and Notes to reconciliation of restated profits and net worth as appearing in ANNEXURE IV;

V. Details of share capital as restated as appearing in ANNEXURE V to this report;

VI. Details of reserves and surplus as restated as appearing in ANNEXURE VI to this report;

VII. Details of long-term borrowings as restated as appearing in ANNEXURE VII to this report;

VIII. Details of other long-term liabilities as restated as appearing in ANNEXURE VIII to this report

IX. Details of long-term provisions as restated as appearing in ANNEXURE IX to this report;

X. Details of short-term borrowings as restated as appearing in ANNEXURE X to this report;

XI. Details of trade payables as restated as appearing in ANNEXURE XI to this report;

XII. Details of other current liabilities as restated as appearing in ANNEXURE XII to this report;

XIII. Details of short-term provisions as restated as appearing in ANNEXURE XIII to this report;

XIV. Details of property, plant & equipment and intangible assets as appearing in ANNEXURE XIV to this report;

XV. Details of deferred tax assets (net) as restated as appearing in ANNEXURE XV to this report;

XVI. Details of long-term loans and advances as restated as appearing in ANNEXURE XVI to this report;

XVII. Details of other non-current assets as restated as appearing in ANNEXURE XVII to this report;

XVIII. Details of current investments as restated as appearing in ANNEXURE XVIII to this report;

XIX. Details of trade receivables as restated as appearing in ANNEXURE XIX to this report;

XX. Details of cash and bank balance as restated as appearing in ANNEXURE XX to this report;

XXI. Details of short-term loans and advances as restated as appearing in ANNEXURE XXI to this report;

XXII. Details of other current assets as restated as appearing in ANNEXURE XXII to this report;

XXIII. Details of revenue from operations as restated as appearing in ANNEXURE XXIII to this report;

XXIV. Details of other income as restated as appearing in ANNEXURE XXIV to this report;

XXV. Details of direct expenses as restated as appearing in ANNEXURE XXV to this report;

XXVI. Details of employee benefit expenses as restated as appearing in ANNEXURE XXVI to this report;

XXVII. Details of finance cost as restated as appearing in ANNEXURE XXVII to this report;

XXVIII. Details of depreciation and amortization expenses as restated as appearing in ANNEXURE XXVIII to this report;

XXIX. Details of other expenses as restated as appearing in ANNEXURE XXIX to this report;

XXX. Details of exceptional items as restated as appearing in ANNEXURE XXX to this report;

XXXI. Details of other income as restated as appearing in ANNEXURE XXXI to this report;

XXXII. Ageing of trade payable as restated as appearing in ANNEXURE XXXII to this report;

XXXIII. Ageing of trade receivable as restated as appearing in ANNEXURE XXXIII Ito this report;

XXXIV. Details of related party transaction as restated as appearing in ANNEXURE XXXIV to this report;

XXXV. Disclosure under AS-15 as restated as appearing in ANNEXURE XXXV to this report;

XXXVI. Summary of significant accounting ratios as restated as appearing in ANNEXURE XXXVI to this report;

XXXVII. Statement of tax shelters as restated as appearing in ANNEXURE XXXVII to this report;

XXXVIII. Details of contingent liabilities & commitment as restated as appearing in ANNEXURE XXXVIII to this report;

XXXIX. Details of restated value of imports calculated on C.I.F. basis by the company during the financial year as appearing in ANNEXURE XXXIX to this report;

XL. Details of expenditure in foreign currency during the financial year as restated as appearing in ANNEXURE XL to this report;

XLI. Details of earnings in foreign exchange as restated as appearing in ANNEXURE XLI to this report;

XLII. Details of dues of small enterprises and micro enterprises as restated as appearing in ANNEXURE XLII to this report;

XLIII. Additional Regulatory Information as per Para Y of Schedule III to Companies Act, 2013 as restated as appearing in ANNEXURE XLIII to this report;

XLIV. Capitalisation Statement as at March 31, 2024 as restated as appearing in ANNEXURE XLIV to this report;

10. 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.

11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

12. Our report is intended solely for use of the board of directors for inclusion in the offer document to be filed with SEBI, NSE and Registrar of Companies (Kolkata) in connection with the proposed EMERGE 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, Goyal Goyal & Co

Chartered Accountants

FRN:015069C

Hemant Goyal

Partner

M.No.: 405884

UDIN : 24405884BKCOOO4401

Place: Kolkata

Date: 29.08.2024.