Independent Auditors Report on Restated Financial Statements
To,
The Board of Directors Maxposure Limited
(Formerly known as "Maxposure Private Limited" and "Maxposure Media
Group India Private Limited") Ground Floor, 62,
Okhla Industrial Estate, Phase - 3, South Delhi, New Delhi - 110020
- We have examined the attached restated financial information of Maxposure Limited
(Formerly known as "Maxposure Private Limited" and "Maxposure Media Group
India Private Limited") (hereinafter referred to as "the Company")
comprising the restated Standalone statement of assets and liabilities as at June 30,
2023, March 31, 2023, 2022 and 2021, restated Standalone statement of profit and loss and
restated cash flow statement for the financial year/period ended on June 30, 2023, March
31, 2023, 2022 and 2021 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.
- These restated summary statements have been prepared in accordance with the requirements
of:
- Section 26 of Part I of Chapter III of Companies Act, 2013 (the "Act")
read with Companies (Prospectus and Allotment of Securities) Rules 2014;
- 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");
- The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India ("Guidance Note")
- 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 (Delhi) 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.
- We have examined such Restated Financial Statements taking into consideration:
- The terms of reference and terms of our engagement letter requesting us to carry out the
assignment, in connection with the proposed EMERGE IPO;
- The Guidance Note also requires that we comply with the ethical requirements of the Code
of Ethics issued by the ICAI;
- Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Financial Statements;
- 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.
- The Restated Financial Statements of the Company have been compiled by the management
from audited financial statements for the year ended on June 30, 2023, March 31, 2023,
2022 and 2021.
- Audit for the financial period ended June 30, 2023 was audited by us vide our report dt.
15-11-2023, 2023. Audit for the financial year ended March 31, 2023 was conducted by Arun
K. Agarwal & Associates vide report dt. September 5, 2023 and for the financial year
ended March 31, 2022 and 2021 was conducted by Sharma Sawhney and Co. Chartered
accountants vide report dt. September 5, 2022 and November 2, 2021 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 period/years is based solely on the report submitted by him.
- Based on our examination and according to information and explanations given to us, we
are of the opinion that the Restated Financial Statements:
- have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping / reclassifications retrospectively in the
financial year/period ended on June 30, 2023, March 31, 2023, 2022 and 2021.
- do not require any adjustment for modification as there is no modification in the
underlying audit reports;
- have no extra-ordinary items that need to be disclosed separately in the accounts and
requiring adjustments.
- have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.
- The Company has given loans to related parties in violation of section 185 of Companies
Act, 2013 in FY 2020-21 anf FY 2021-22 which has been regularised and made in compliance
with relevant provisions of Companies Act, 2013 from FY 2022-23.
- In accordance with the requirements of the Act including the rules made there under,
ICDR Regulations, Guidance Note and engagement letter, we report that:
- The "restated Standalone statement of asset and liabilities" of the
Company as at June 30, 2023, March 31, 2023, 2022 and 2021 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.
- The "restated Standalone statement of profit and loss" of the Company
for the financial year/period ended as at June 30, 2023, March 31, 2023, 2022 and 2021
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.
- The "restated Standalone statement of cash flows" of the Company for
the financial year/period ended as at June 30, 2023, March 31, 2023, 2022 and 2021
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.
- 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/period ended as at
June 30, 2023, March 31, 2022, 2021 and 2020 proposed to be included in the Offer
Document.
Annexure to Restated Financial Statements of the Company:-
- Summary statement of assets and liabilities, as restated as appearing in ANNEXURE I;
- Summary statement of profit and loss, as restated as appearing in ANNEXURE II;
- Summary statement of cash flows as restated as appearing in ANNEXURE III;
- Corporate Information, Significant accounting policies as restated and Notes to
reconciliation of restated profits and net worth as appearing in ANNEXURE IV;
- Details of share capital as restated as appearing in ANNEXURE V to this report;
- Details of reserves and surplus as restated as appearing in ANNEXURE VI to this report;
- Details of long-term borrowings as restated as appearing in ANNEXURE VII to this report;
- Details of long-term provisions as restated as appearing in ANNEXURE VIII to this
report;
- Details of short-term borrowings as restated as appearing in ANNEXURE IX to this report;
- Details of trade payables as restated as appearing in ANNEXURE X to this report;
- Details of other current liabilities as restated as appearing in ANNEXURE XI to this
report;
- Details of short-term provisions as restated as appearing in ANNEXURE XII to this
report;
- Details of property, plant & equipment and intangible assets as appearing in
ANNEXURE XIII to this report;
- Details of non-current investments as restated as appearing in ANNEXURE XIV to this
report;
- Details of deferred tax assets (net) as appearing in ANNEXURE XV to this report;
- Details of long-term loans and advances as restated as appearing in ANNEXURE XVI to this
report;
- Details of other non-current assets as restated as appearing in ANNEXURE XVII to this
report;
- Details of inventories as restated as appearing in ANNEXURE XVIII to this report;
- Details of trade receivables as restated as appearing in ANNEXURE XIX to this report;
- Details of cash and cash equivalents as restated as appearing in ANNEXURE XX to this
report;
- Details of short-term loans and advances as restated as appearing in ANNEXURE XXI to
this report;
- Details of other current assets as restated as appearing in ANNEXURE XXII to this
report;
- Details of revenue from operations as restated as appearing in ANNEXURE XXIII to this
report;
- Details of other income as restated as appearing in ANNEXURE XXIV to this report;
- Details of cost of material consumed as restated as appearing in ANNEXURE XXV to this
report;
- Details of direct expenses as restated as appearing in ANNEXURE XXVI to this report;
- Details of employee benefit expenses as restated as appearing in ANNEXURE XXVII to this
report;
- Details of finance costs as restated as appearing in ANNEXURE XXVIII to this report;
- Details of depreciation and amortization expense as restated as appearing in ANNEXURE
XXIX to this report;
- Details of other expenses as restated as appearing in ANNEXURE XXX to this report;
- Details of bifurcative other income as restated as appearing in ANNEXURE XXXI to this
report;
- Ageing of trade payables as restated as appearing in ANNEXURE XXXII to this report;
- Ageing of trade receivables as restated as appearing in ANNEXURE XXXIII Ito this report;
- Details of related party transactions as restated as appearing in ANNEXURE XXXIV to this
report;
- Disclosure under AS-15 as restated as appearing in ANNEXURE XXXV to this report;
- Summary of significant accounting ratios as restated as appearing in ANNEXURE XXXVI to
this report;
- Statement of tax shelters as restated as appearing in ANNEXURE XXXVII to this report;
- Details of contingent liabilities & commitment as restated as appearing in ANNEXURE
XXXVIII to this report;
- Details of restated value of imports calculated on C.I.F. basis by the company during
the financial year/period as appearing in ANNEXURE XXXIX to this report;
XL. Details of expenditure in foreign currency during the financial year/period as
restated as appearing in ANNEXURE XLI 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
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 June 30, 2023 as restated as appearing in ANNEXURE
XLIV to this report;
- 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.
- We have no responsibility to update our report for events and circumstances occurring
after the date of the report.
- 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 (Delhi) 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 Manish Pandey & Associates Chartered Accountants
(Firms Registration No. 019807C)
Sd/-
CA Manish Pandey (Partner)
(M. No. -513611)
(UDIN -23513611BGWKMZ6979)
Place: Delhi
Date: 17-11-2023