Arisinfra Solutions Ltd Auditor Reports

FINANCIAL INFORMATION

To

The Board of Directors

Arisinfra Solutions Limited (formerly known as Arisinfra Solutions Private Limited)

Unit No. G-A-04 to 07, Ground Floor - A Wing,

Art Guild House, Phoenix Marketcity,

LBS Marg, Kurla (W)

Mumbai, Maharashtra - 400 070

Independent Auditor?s Examination Report on Restated Consolidated Financial Information in connection with the Initial Public Offering of Arisinfra Solutions Limited (formerly known as Arisinfra Solutions Private Limited)

Dear Sirs,

1. This report is issued in accordance with the terms of our agreement dated July 30, 2024.

2. We have examined the attached Restated Consolidated Financial Information, expressed in Indian Rupees in millions of Arisinfra Solutions Limited (Formerly known as Arisinfra Solutions Private Limited ) (hereinafter referred to as the "Company" or the "Issuer") and its subsidiaries (the Company and its subsidiaries together referred to as the "Group"), comprising:

(a) the "Restated Consolidated Statement of Assets and Liabilities" as at March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure I);

(b) the "Restated Consolidated Statement of Profit and Loss" for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure II);

(c) the "Restated Consolidated Statement of Changes in Equity" for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure III);

(d) the "Restated Consolidated Statement of Cash Flows" for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure IV);

(e) the "Restated Statement of Basis of Preparation, Material Accounting Policies, notes to accounts and other explanatory information" in respect of the aforesaid Restated Consolidated Statement of Assets and Liabilities, Restated Consolidated Statement of Profit and Loss, Restated Consolidated Statement of Changes in Equity and Restated Consolidated Statement of Cash Flows (enclosed as Annexure V); and

(f) the "Statement of Adjustments to Audited Consolidated Financial Statements as at and for the year ended March 31, 2024, and Audited Special Purpose Consolidated Ind AS Financial Statements as at and for the years ended March 31, 2023 and March 31, 2022 ".(enclosed as Annexure VI);

(hereinafter together referred to as the "Restated Consolidated Financial Information"), prepared by the

Management of the Company in connection with the Proposed Initial Public Offering of Equity Shares of the Company (the "IPO" or "Issue") in accordance with the requirements of:

(i) Section 26 of the Companies Act, 2013 (the "Act") as amended from time to time;

(ii) Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the "SEBI ICDR Regulations") issued by the Securities and Exchange Board of India (the "SEBI"); and

(iii) 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 said Restated Consolidated Financial Information has been approved by the Board of Directors of the Company at their meeting held on August 9, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") and signed by us under reference to this report.

Management?s Responsibility for the Restated Consolidated Financial Information

3. The preparation of the Restated Consolidated Financial Information, for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India (SEBI), BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE") in connection with the proposed IPO, is the responsibility of the Management of the Company. The Restated Consolidated Financial Information have been prepared by the Management of the Company in accordance with the basis of preparation stated in Note 2 (a) to the Restated Consolidated Financial Information in Annexure V. The Management?s responsibility includes designing, implementing and maintaining internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Management is also responsible for identifying and ensuring that the Company, and its subsidiaries comply with the Act, SEBI ICDR Regulations and the Guidance Note.

Auditors? Responsibilities

4. Our work has been carried out considering the concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information in accordance with the Guidance Note and other applicable authoritative pronouncements issued by the ICAI and pursuant to the requirements of Section 26 of the Act, and the SEBI ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the Issue.

5. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

6. Our examination of the Restated Consolidated Financial Information has not been carried out in accordance with the auditing standards generally accepted in the United States of America, standards of the Public Company Accounting Oversight Board and accordingly should not be relied upon by any one as if it had been carried out in accordance with those standards or any other standards besides the standards referred to in this report.

7. The Restated Consolidated Financial Information, expressed in Indian Rupees in millions, has been prepared by the Company?s Management from:

(a) Audited Consolidated Ind AS Financial Statements of the Group as at and for the year ended March 31, 2024, prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on August 9, 2024. The comparative information for the year ended March 31, 2023 included in such financial statements have been prepared by making Ind AS adjustments to the audited consolidated financial statements of the Group as at and for the year ended March 31, 2023, prepared in accordance with the accounting standards notified under Section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021 (as amended), which was approved by the Board of Directors at their meeting held on September 30, 2023.

(b) Audited Special Purpose Consolidated Ind AS Financial Statements of the Group as at and for the years ended March 31, 2023 and March 31, 2022 prepared in accordance with Appendix 5 of the Guidance Note as the Company has voluntarily adopted the Companies (Indian Accounting Standards) Rules, 2015 for the year ended March 31, 2024 with a transition date of April 1, 2022, which have been approved by the Board of Directors at their meeting held on August 9, 2024 as described in Note 2 (a) to the Restated Financial Information.

8. For the purpose of our examination, we have relied on:

a) Auditors? report issued by us on the Audited Consolidated Ind AS Financial Statements of the Group as at and for the year ended March 31, 2024 as referred in Paragraph 7 (a) above, on which we issued an unmodified opinion vide our report dated August 9, 2024; and

b) Auditors? reports issued by us on the Audited Special Purpose Consolidated Ind AS Financial Statements of the Group as at and for the years ended March 31, 2023 and March 31, 2022 as referred in Paragraph 7(b) above, on which we issued an unmodified opinion vide our reports dated August 9, 2024.

9. We have not audited any Consolidated Ind AS Financial Statements of the Group as of any date or for any period subsequent to March 31, 2024. Accordingly, we do not express any opinion on the financial position, results or cash flows of the Group as of any date or for any period subsequent to March 31, 2024.

Opinion

10. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination report submitted by the other auditors for the respective years referred in paragraph 15 below, we report that the Restated Consolidated Financial Information:

a. has been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note;

b. has been prepared after incorporating adjustments in respect of changes in the accounting policies, material errors, if any and regrouping/reclassifications retrospectively (as disclosed in Annexure VI to the Restated Consolidated Financial Information) to reflect the same accounting treatment as per the accounting policies as at and for the year ended March 31, 2024 for all the reporting periods; and

c. there are no qualifications in the auditors? reports which require any adjustments.

11. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Audited Consolidated Ind AS Financial Statements and Audited Special Purpose Consolidated Ind AS Financial Statements as mentioned in paragraph 8 above.

12. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us or other auditors on the financial statements of the Group.

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

Emphasis of Matters

14. We draw your attention to the following matters:

The Auditors? reports issued by us dated August 9, 2024 on the Special Purpose Consolidated Ind AS Financial Statements of the Group as at and for the years ended March 31, 2023 and March 31, 2022 included the following Emphasis Of Matter paragraphs, which have been reproduced below:

For the year ended March 31, 2023:

"We draw your attention to Note 2 (a) to the Special Purpose Consolidated Ind AS Financial Statements which describes the basis of preparation of the Special Purpose Consolidated Ind AS Financial Statements in accordance with Appendix 5.1 of the Guidance Note on Reports in Company Prospectuses, as the Holding Company has voluntarily adopted the Companies (Indian Accounting Standards) Rules, 2015 for the year ended March 31, 2024, with a transition date of April 1, 2022. The Special Purpose Consolidated Ind AS Financial Statements are not the statutory financial statements of the Group, and are not intended to, and do not, comply with the disclosure provisions applicable to statutory financial statements prepared under the Companies Act, 2013. The comparative financial information has not been included as the same is not considered relevant for the intended purpose of preparation of the Special Purpose Financial Statements as fully described in the aforesaid note. Further, the consideration of events after the date of adoption of the statutory financial statements by the Board of Directors of the Holding Company is neither appropriate nor relevant for the preparation of these Special Purpose Consolidated Ind AS Financial Statements. As a result, the Special Purpose Consolidated Ind AS Financial Statements may not be suitable for any purpose other than that as mentioned in paragraph 9 below."

Our opinion is not modified in respect of this matter.

Paragraph 9 included in ‘Other Matters? section of our report referred above, has been reproduced below:

"The Special Purpose Consolidated Ind AS Financial Statements dealt with by this report, have been prepared for use by the Holding Company?s Board of Directors for preparing the restated consolidated financial information to be included in Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus to be prepared in connection with the Proposed Initial Public Offering of Equity Shares of the Holding Company, to be filed with the Securities Exchange Board of India (SEBI), BSE Limited (BSE), National Stock Exchange of India Limited (NSE), as applicable".

Our opinion is not modified in respect of above matter.

For the year ended March 31, 2022:

"We draw your attention to Note 2 (a) to the Special Purpose Consolidated Ind AS Financial Statements which describes the basis of preparation of the Special Purpose Consolidated Ind AS Financial Statements in accordance with Appendix 5.1 of the Guidance Note on Reports in Company Prospectuses, as the Holding Company has voluntarily adopted the Companies (Indian Accounting Standards) Rules, 2015 for the year ended March 31, 2024, with a transition date of April 1, 2022. The Special Purpose Consolidated Ind AS Financial Statements are not the statutory financial statements of the Group, and are not intended to, and do not, comply with the disclosure provisions applicable to statutory financial statements prepared under the Companies Act, 2013. The comparative financial information has not been included as the same is not considered relevant for the intended purpose of preparation of the Special Purpose Financial Statements as fully described in the aforesaid note. Further, the consideration of events after the date of adoption of the statutory financial statements by the Board of Directors of the Holding Company is neither appropriate nor relevant for the preparation of these Special Purpose Consolidated Ind AS Financial Statements. As a result, the Special Purpose Consolidated Ind AS Financial Statements may not be suitable for any purpose other than that as mentioned in paragraph 9 below". Our opinion is not modified in respect of this matter.

Paragraph 9 included in ‘Other Matters? section of our report referred above, has been reproduced below:

"The Special Purpose Consolidated Ind AS Financial Statements dealt with by this report, have been prepared for use by the Holding Company?s Board of Directors for preparing the restated consolidated financial information to be included in Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus to be prepared in connection with the Proposed Initial Public Offering of Equity Shares of the Holding Company, to be filed with the Securities Exchange Board of India (SEBI), BSE Limited (BSE), National Stock Exchange of India Limited (NSE), as applicable". Our opinion is not modified in respect of above matter.

The Note 2 (a) to the financial statements referred above, has been reproduced as Note 2 (a) to the Restated Consolidated Financial Information.

Other Matters

15. As indicated in our audit reports referred to in paragraph 8 above:

a) We did not audit the financial statements of 6 subsidiaries as at and for the year ended March 31, 2024, and 4 subsidiaries as at and for the years ended March 31, 2023 and March 31, 2022, whose share of total assets, total revenues, net assets, total comprehensive income comprising of profit/(loss) and other comprehensive income/ (net loss) and net cash inflows / (outflows) included in the Audited Consolidated Ind AS Financial Statements/ Audited Special Purpose Consolidated Ind AS Financial Statements, for the relevant years is tabulated below, which have been audited by other auditors, and whose reports have been furnished to us by the Company?s management and our opinion on the Audited Consolidated Ind AS Financial Statements/ Audited Special Purpose Consolidated Ind AS Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors:

Our opinion on the Audited Consolidated Ind AS Financial Statements/ Audited Special Purpose Consolidated Ind AS Financial Statements was not modified in respect of the above matter with respect to our reliance on the work done and the reports on the other auditors.

b) The Auditors? report issued by us dated August 9, 2024 on the Consolidated Ind AS Financial Statements as at and for the year ended March 31, 2024 and Special Purpose Consolidated Ind AS Financial Statements of the Group as at and for the years ended March 31, 2023 and March 31, 2022 included the following Other Matter paragraphs, which have been reproduced below:

For the year ended March 31, 2024

The financial information of the Group for the year ended March 31, 2023 and the transition date opening balance sheet as at April 1, 2022 included in these Consolidated Ind AS Financial Statements are based on the previously issued statutory financial statements for the year/period ended March 31, 2023 and March 31, 2022 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion dated September 30, 2023 and September 30, 2022 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Group on transition to the Ind AS have been audited by us.

Our opinion is not modified in respect of this matter.

For year ended March 2023

1) The Special Purpose Consolidated Ind AS Financial Statements dealt with by this report, have been prepared for use by the Holding Company?s Board of Directors for preparing the restated consolidated financial information to be included in Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus to be prepared in connection with the Proposed Initial Public Offering of Equity Shares of the Holding Company, to be filed with the Securities Exchange Board of India (SEBI), BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), as applicable.

2) The financial information of the Group for these Special Purpose Consolidated Ind AS Financial Statements, is based on the previously issued statutory financial statements for the year ended March 31, 2023 prepared in accordance with the Companies (Accounting Standards) Rules, 2021 which was audited by us, on which we expressed an unmodified opinion dated September 30, 2023. The adjustments to those financial statements for the differences in the accounting principles adopted by the Group in accordance with the Companies (Indian Accounting Standards) Rules, 2015, as described in the basis of preparation in Note 2 (a) to the Special Purpose Consolidated Ind AS financial statements have been audited by us.

Our opinion is not modified in respect of above matters.

For year ended March 2022

1) The Special Purpose Consolidated Ind AS Financial Statements dealt with by this report, have been prepared for use by the Holding Company?s Board of Directors for preparing the restated consolidated financial information to be included in Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus to be prepared in connection with the Proposed Initial Public Offering of Equity Shares of the Holding Company, to be filed with the Securities Exchange Board of India (SEBI), BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), as applicable.

2) The financial information of the Group for these Special Purpose Consolidated Ind AS Financial Statements is derived from the previously issued statutory financial statements for the period from February 10, 2021 to March 31, 2022, after excluding transactions occurring between February 10, 2021 and March 31, 2021. The statutory financial statements were prepared by the Management in accordance with the Companies (Accounting Standards) Rules, 2021 and were audited by us on which we expressed an unmodified opinion dated September 30, 2022. The adjustments to those financial statements for the period April 1, 2021, to March 31, 2022 for the differences in the accounting principles adopted by the Group on transition to the Companies (Indian Accounting Standards) Rules, 2015, as described in the basis of preparation in Note 2 (a) to the Special Purpose Consolidated Ind AS financial statements have been audited by us.

Our opinion is not modified in respect of above matters.

16. We did not examine:

The financial information of 6 subsidiaries as at and for the year ended March 31, 2024, and 4 subsidiaries as at and for the years ended March 31, 2023 and March 31, 2022, whose share of total assets, total revenues, net assets, total comprehensive income comprising of profit/(loss) and other comprehensive income/ (net loss) and net cash inflows / (outflows) included in the Restated Consolidated Financial Information, for the relevant years is tabulated below, which have been examined by other auditors, and whose examination reports have been furnished to us by the Company?s management and our opinion on the Restated Consolidated Financial Information, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the examination reports of the other auditors:

These other auditors of the subsidiaries, as mentioned above, have confirmed that the restated financial information of the components:

(i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/ classifications followed as at and for the year ended March 31, 2024;

(ii) there are no qualifications in the auditors? reports which require any adjustments; and

(iii) have been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance Note, as applicable, and have issued unmodified opinions on the respective Restated Standalone Financial Information of the subsidiaries.

Our opinion on the Restated Consolidated Financial information is not modified in respect of above matter with respect to our reliance on the work done and the reports of the other auditors.

Restriction on Use

17. This report is addressed to and is provided to enable the Board of Directors of the Company to include this report in the DRHP, prepared in connection with the proposed IPO of Equity Shares of the Company, to be filed by the Company with the SEBI, the BSE, the NSE 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.