The Board of Directors
S.J.S. Enterprises Limited (formerly known as S.J.S. EnterprisesPrivate Limited)
Sy. Nos. 28/P16 Agra Village and
Sy. Nos. 85/P6 BM Kaval Village
Bangaluru - 560 082
1) We have examined the attached restated financial information ofS.J.S. Enterprises Limited (the "Company" or the "Holding Company")comprising the restated balance sheet as at 31 March 2021 31 March 2020 and 31 March2019 the restated statement of profit and loss (including other comprehensive income)the restated statement of changes in equity the restated statement of cash flows for theyears ended 31 March 2021 31 March 2020 and 31 March 2019 and the summary statement ofsignificant accounting policies and other explanatory information (collectively the"Restated Financial Information") as approved by the Board of Directors of theCompany at their meeting held on 19 July 2021 for the purpose of inclusion in the draftred herring prospectus (the "DRHP") prepared by the Company in connection withits proposed initial public offer of its equity shares (the "IPO") prepared interms of the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act 2013 (the"Act");
(b) The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2018 as amended (the "ICDR Regulations");and
(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019)issued by the Institute of Chartered Accountants of India ("ICAI") as amendedfrom time to time (the "Guidance Note").
2) The Company's Board of Directors is responsible for thepreparation of the restated financial information for the purpose of inclusion in the DRHPto be filed with the Securities and Exchange Board of India ("SEBI") and thestock exchanges where the equity shares of the Company are proposed to be listed("Stock Exchanges") in connection with the proposed IPO. The Restated FinancialInformation have been prepared by the management of the Company on the basis ofpreparation stated in note [1(b)] of Annexure V to the Restated Financial Information.
The Board of Directors of the Company is responsible for designingimplementing and maintaining adequate internal control relevant to the preparation andpresentation of the Restated Financial Information. The Board of Directors of the Companyis also responsible for identifying and ensuring that the Company complies with the Actthe ICDR Regulations and the Guidance Note.
3) We have examined such restated financial information taking intoconsideration:
(a) The terms of our engagement agreed upon with you in accordance withour engagement letter dated 22 April 2021 in connection with the IPO of equity shares ofthe Company;
(b) The Guidance Note. The Guidance Note also requires that we complywith the ethical requirements of the Code of Ethics issued by the ICAI;
(c) Concepts of test checks and materiality to obtain reasonableassurance based on verification of evidence supporting the Restated Financial Information;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 relationto your compliance with the Act the ICDR Regulations and the Guidance Note in connectionwith the IPO of the equity shares of the Company.
4) These Restated Financial Information have been compiled by themanagement of the Company from:
a) As of and for the years ended 31 March 2021 and 31 March 2020: Fromthe audited financial statements of the Company as of and for the years ended 31 March2021 and 31 March 2020 (being comparative period for the financials for the year ended 31March 2021) prepared in accordance with the Indian Accounting Standards notified underthe Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015as amended and other accounting principles generally accepted in India which was approvedby the Board of Directors at their meeting held on 19 July 2021; and
b) As of and for the year ended 31 March 2019: From the auditedfinancial statements of the Company for the year ended 31 March 2019 prepared inaccordance with Accounting Standards notified under section 133 of the Act ("IndianGAAP") and other accounting principles generally accepted in India which was approvedby the Board of Directors at their meetings held on 20 June 2019 after incorporating IndAS adjustments to align accounting policies exemptions and disclosures as adopted by theCompany on its first time adoption of Ind AS as on the transition date (i.e. 1 April2019).
The Restated Financial Information as of and for the years ended 31March 2019 are referred to as "the Proforma Ind AS Restated FinancialInformation" as per the Guidance Note.
5) For the purpose of our examination we have relied on:
(a) Auditors' report issued by us dated 19 July 2021 on thefinancial statements of the Company as of and for the years ended 31 March 2021 and 31March 2020 (being comparative period for the financials for the year ended 31 March 2021)as referred in Paragraph 4 above; and
(b) Auditors' Report issued by us dated 20 June 2019 on theaudited Indian GAAP financial statements of the Company as of and for the year ended 31March 2019 after incorporating Ind AS adjustments to align accounting policiesexemptions and disclosures as adopted by the Company on its first time adoption of Ind ASas on the transition date as referred in Paragraph 4 above.
6) Based on our examination and according to the information andexplanations given to us we report that the Restated Financial Information:
i. have been prepared after incorporating adjustments for the changesin accounting policies retrospectively in the financial years ended 31 March 2020 and 31March 2019 to reflect the same accounting treatment as per the accounting policies andgrouping/classifications followed as of and for the year ended 31 March 2021;
ii. have been prepared after incorporating proforma Ind AS adjustmentsto the audited Indian GAAP financial statements as of and for the year ended 31 March 2019as described in Note 43 to the Restated Financial Information;
iii. does not contain any qualifications requiring adjustments.However those qualifications in the Companies (Auditor's Report) Order 2016 issuedby the Central Government of India in terms of sub section (11) of section 143 of the Actwhich do not require any corrective adjustments in the Restated Financial Information havebeen disclosed in Annexure VI to the Restated Financial Information; and
iv. have been prepared in accordance with the Act the ICDR Regulationsand the Guidance Note.
7) The Restated Financial Information do not reflect the effects ofevents that occurred subsequent to the respective dates of the reports on the auditedfinancial statements mentioned in paragraph 4 above.
8) This report should not in any way be construed as a reissuance orre-dating of any of the previous audit reports issued by us nor should this report beconstrued as a new opinion on any of the financial statements referred to herein.
9) We have no responsibility to update our report for events andcircumstances occurring after the date of the report.
10) Our report is intended solely for use of the Board of Directors forinclusion in the DRHP to be filed with the SEBI and the Stock Exchanges in connection withthe IPO. Our report should not be used referred to or distributed for any other purposeexcept with our prior consent in writing. Accordingly we do not accept or assume anyliability or any duty of care for any other purpose or to any other person to whom thisreport is shown or into whose hands it may come without our prior consent in writing.
|for B S R & Co. LLP |
|Chartered Accountants |
|ICAI Firm's Registration No: 101248W/W-100022 |
|Umang Banka |
|Membership No.: 223018 |
|ICAI UDIN: 21223018AAAABP2117 |
|Place: Bengaluru |
|Date: 19 July 2021 |