Examination Report on the Restated Statement of Assets and Liabilities as at 31 December 2024, 31 March 2024, 31 March 2023 and 31 March 2022 and Restated Statement of Profit and Loss and Restated Statement of Cash Flows for the nine months period ended 31 December 2024 and each of the years ended 31 March 2024, 31 March 2023 and 31 March 2022 of Waterways Leisure Tourism Limited (formerly known as Waterways Leisure Tourism Private Limited) (collectively, the "Restated Financial Information)
To
Board of Directors
Waterways Leisure Tourism Limited
(formerly known as Waterways Leisure Tourism Private Limited)
A-1601, Marathon Futurex, NM Joshi Marg
Lower Parel, Delisle Road
Mumbai
Maharashtra - 400 013 Dear Sirs/Madams,
1. We, S. N. Dhawan & Co. LLP, Chartered Accountants have examined the attached Restated Financial Information of Waterways Leisure Tourism Limited (the “Company”) comprising of the Restated Statement of Assets and Liabilities as at 31 December 2024, 31 March 2024, 31 March 2023 & 31 March 2022, Restated Statement of Profit and Loss, Restated Statement of Cash Flows, Restated Statement of Changes in Equity and the summary of material accounting policies and explanatory & related notes thereon for the nine months period ended 31 December 2024 (‘stub period) and each of the financial years ended 31 March 2024, 31 March 2023 & 31 March 2022, (together referred as ‘Restated Financial information) annexed to this report read with para 5 below which has been prepared by the Company for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) in connection with its proposed initial public offering (“IPO”). The Restated Financial Information approved by the Board of Directors in its meeting held on 22 May 2025 are prepared by the Company in accordance with the requirements of:
a) Section 26 part 1 of Chapter III of the Companies Act, 2013, as amended (the “Act");
b) Relevant provisions of The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”) as amended from time to time, issued by the Securities and Exchange Board of India (“SEBI”), in pursuance of the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“The Guidance Note”).
Managements Responsibility for the Restated Financial Information
2. The Companys Board of Directors are responsible for the preparation of the Restated Financial Information of the Company in accordance with the Indian Accounting Standards (“Ind AS”) prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, for the purpose of inclusion in the DRHP to be filed with the SEBI, BSE Limited (“BSE”), National Stock Exchange of India Limited (”NSE”) (together the “Stock Exchanges”) in connection with the proposed IPO.
3. The Restated Statement of Assets and Liabilities of the Company as at 31 December 2024, 31 March 2024, 31 March 2023 & 31 March 2022, the Restated Statement of Profit and Loss, the Restated Statement of Cash Flows, the Statement of Changes in Equity and the summary of material accounting policies and explanatory notes for the nine months period ended 31 December 2024 and for the years ended 31 March 2024, 31 March 2023 & 31 March 2022 respectively have been compiled by the management of the Company from:
a) the Special Purpose Ind AS Financial Statements of the Company as at and for the nine months period ended December 31, 2024 prepared in accordance with Indian Accounting Standards (“Ind AS”) 34 “Interim Financial Reporting” as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended and other accounting principles generally accepted in India. These special purpose financial statements have been audited by us on which we have issued our opinion dated 22 May 2025;
b) The Special Purpose Ind AS Financial Statements as at and for the years ended 31 March 2024, 31 March 2023 and 31 March 2022 prepared by the management by making Ind AS and other adjustments to comply with requirements of Ind AS, the ICDR Regulations and the Guidance Note in the audited statutory financial statements as at and for the years ended 31 March 2024, 31 March 2023 and 31 March 2022 prepared in accordance with the Companies (Accounting Standards) Rules, 2021 as amended (as disclosed in note 1.1 to the Restated Financial Information). These special purpose financial statements have been audited by us on which we have issued our opinion dated 22 May 2025.
4. The managements responsibility includes designing, implementing and maintaining adequate internal controls relevant to the preparation and presentation of the Restated Financial Information. The management of the Company is also responsible for identifying and ensuring that the Company complies with the Act, Guidance Note and the ICDR Regulations.
Auditors Responsibilities
5. For the purpose of our examination of Restated Financial Information:
a. We have audited the Special Purpose Ind AS Financial Statements of the Company as at and for the nine months period ended 31 December 2024 prepared by the Company as specified in paragraph 3 a) above in accordance with the Ind AS. We have issued unmodified opinion vide our report dated 22 May 2025 on these Special Purpose Financial Statements to the Board of Directors who have approved these in their meeting held on 22 May 2025.
b. We have audited the Special Purpose Ind AS Financial Statements for the years ended 31 March 2024, 31 March 2023 and 31 March 2022 (as specified in paragraph 3b) above) prepared on the basis as described in note 1.1 to the Restated Financial Information and we have issued unmodified opinion on these special purpose Ind AS financial statements vide our report dated 22 May 2025.
6. We have examined such Restated Financial Information taking into consideration:
a. The terms of our engagement agreed upon with you in accordance with our engagement letter dated 04 March 2025 in connection with the Companys IPO;
b. 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”) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI; and
c. 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, SEBI Act, Guidance Note and the ICDR Regulations in connection with the IPO.
7. The auditor report dated 30 September 2024 on the audited statutory financial statements as at and for the year ended 31 March 2024 prepared in accordance with accounting standards prescribed under section 133 of the Companies Act, 2013 read with Companies (Accounting Standards) Rules, 2021 as amended, included the following matters:
“Material Uncertainty Related to Going Concern
The Company has accumulated losses, its net worth remains fully eroded and its current liabilities exceed its current assets. However, Company reported profit in the current year, and the management believes that it is appropriate to prepare these financial statements on a going concern basis since the Companys business performance has improved in the current financial year.
Accordingly, these financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and to the amounts of liabilities that might be necessary should the Company be unable to continue its operations as a going concern.
Our opinion is not modified in respect of the above matter.”
“Report on other legal and regulatory requirements
1. As required by the Companies (Auditors Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A, statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(i) (b) The Company has a regular program of physical verification of its Property, Plant and Equipment under which Property, Plant and Equipment are verified every year, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. However, property, plant and equipment have not been physically verified by the management during the year and we are therefore unable to comment on the discrepancies, if any, which could have arisen on such verification.
(ii) (a) The Company are having consumable inventory of food, fuel and others which are managed by hospitality management service provider as per the agreement. The management has relied on the confirmation from them with respect to the above inventories during the year. Accordingly, we are unable to comment on the requirements of the provisions of clause 3(ii)(a).
(iii) (f) The Company has not granted any loans or advances in the nature of loans which are either repayable on demand or without specifying any terms or period of repayment, except for the following cases:
(Amount in Rs. lakhs)
(vii) (a) Undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax service tax, duty of customs, duty of excise duty, value added tax and cess have not generally been regularly deposited to the appropriate authorities though the delays in deposit have not been serious. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:
| Name of Statute | Nature of dues | Period to which amount relates | Amount involved and not paid (in Rs. lakhs) | Remarks, if any |
| Employees Provident Funds and Miscellaneous Provisions Act, 1952 | Provident fund | 2022-23 | 0.78 |
(xvii) The Company has incurred cash losses of Rs.46.18 lakhs during the immediately preceding financial year, however, it has not incurred any cash losses during the current financial year.”
8. The auditor report dated 04 September 2023 on the audited statutory financial statements as at and for the year ended 31 March 2023 prepared in accordance with accounting standards prescribed under section 133 of the Companies Act, 2013 read with Companies (Accounting Standards) Rules, 2021 as amended included the following matters:
“Material Uncertainty Related to Going Concern
The Company has accumulated losses, its net worth remains fully eroded and its current liabilities exceed its current assets. However, the management believes it is appropriate to prepare these financial statements on a going concern basis since the Companys business performance has improved in the current financial year.
Accordingly, these financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and to the amounts of liabilities that might be necessary should the Company be unable to continue its operations as a going concern.
Our opinion is not modified in respect of the above matter.”
“Report on other legal and regulatory requirements
1. As required by the Companies (Auditors Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A, statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(iii) (b) The loans granted and the terms and conditions of the grant of loans during the year are, prima facie, prejudicial to the interest of the Company.
(xvii) The Company has incurred cash losses of Rs.46.18 lakhs during the financial year covered by our audit and in the immediately preceding financial year of Rs. 3,619.14 lakhs. ”
9. The auditor report dated 31 May 2022 on the audited statutory financial statements as at and for the year ended 31 March 2022 prepared in accordance with accounting standards prescribed under section 133 of the Companies Act, 2013 read with Companies (Accounting Standards) Rules, 2021 as amended included the following matters:
“Emphasis of Matter
1. The Company having already eroded its net-worth and its continued incurrence of substantial losses during the year ended March 31,2022 and further to the events as explained in notes to the financial statements, continues to present the reviewed financial statements on a going concern basis. The Net worth of the company for the said financial year is negative. However, in the subsequent financial year, an event of equity infusion has taken place. The company has raised funds by issuing its equity shares.
2. The operations of company commenced in the month of September, 2021, when the ship sailed for the first time. Hence, all the expenses incurred up to 31st August, 2021 are considered as pre- operative and therefore capitalised. However, such capitalised portion will be amortised in five annual instalments equally, from financial year 2021-22 onwards.
3. The company had raised debt funds by way of issuing Optionally convertible debentures. The period after which these debentures will be either redeemed or converted into equity shares is 10 years from the date of allotment. If incase the same is converted into equity the shareholding ratio will change.
4. The Company had entered into Onboard Entertainment Service Agreement with M/ s. Technology Tigers Private Limited on 11th August 2021. Based on the agreement and commercial letter, the Concessionaire was required to provide security deposit amounting to Rs. 240 lakhs. However, the Concessionaire has failed to provide security deposit amounting to Rs. 86.41 lakhs. The Company has issued demand notice towards the amount of security deposit receivable along with the refunds paid by the Company on behalf of Concessionaire totalling Rs. 107.38 lakhs. The revenue is under stated by Rs. 107.38 Lakhs.
5. The Company had entered into Onboard Entertainment Service Agreement with M/ s. Caneplus Trading Private Limited along with the Ticketing Agreement with M/ s. Bigtree Entertainment Private Limited (BMS) on 14th August 2021. The company has terminated the aforementioned agreement citing various breaches by the Concessionaire relating to the execution of the Event vide termination letter dated 21st October 2021. The Company has therefore raised claim of Rs. 135.04 lakhs towards outstanding dues and Rs. 10,000 lakhs as compensation on account of Brand Damage and Loss of Business. The matter is sub-judicial.”
“Report on other legal and regulatory requirements
f) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
(i) The Company has pending litigation which would impact its financial position.
As required by the Companies (Auditors Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A, statement on the matters specified in paragraphs 3 and 4 of the said Order.
17. According to the information and explanations given to us, and on an overall examination of the financial statements of the company, the company has incurred cash losses in the financial year amounting to Rs. 5,076.08 lakhs but no cash losses were incurred in the immediately preceding financial year.”
10. Taking into consideration the requirements of Section 26 of Part I of Chapter III of the Act, the ICDR Regulations and the terms of our engagement agreed with you, we further report that:
a) Restated Financial Information of the Company as at and for the nine months period ended 31 December 2024 and the financial years ended 31 March 2024, 31 March 2023 and 31 March 2022 have been prepared after:
a. incorporating adjustments for the changes in accounting policies retrospectively in respective financial period/years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods;
b. adjustments for prior period and other material amounts in the respective financial year to which they relate;
c. regrouping, which is more fully described in material accounting policies and notes.
Opinion
11. Based on our examination and according to the information and explanations given to us, read with our responsibility paragraph 5 along with paragraph 6 to paragraph 9 above, in our opinion, the Restated Financial Information read with respective material accounting policies have been prepared by the Company by taking into consideration the requirement of Section 26 of Chapter III of the Act, ICDR Regulations and the Guidance Note.
Other Matters
12. In the preparation and presentation of Restated Financial Information referred to in paragraph 1 above, no adjustments have been made for any events occurring subsequent to dates of the reports on the audited financial statements specified in paragraph 5 above.
13. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
14. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by the erstwhile auditors, nor should this be construed as a new opinion on any of the financial statements referred to herein.
15. This report is intended solely for use of the management for inclusion in the Draft Red Herring Prospectus (DRHP) to be filed with SEBI, BSE and NSE in connection with the proposed IPO of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.
For S.N. Dhawan & CO LLP |
| Chartered Accountants |
| Firms Registration No.: 000050N/ N500045 |
| Rahul Singhal |
| Partner |
| Membership No.: 096570 |
| UDIN: 25096570BMIQNB4259 |
| Place: Gurgaon |
| Date: 22 May 2025 |
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