B.A.G. Convergence Ltd Auditor Reports

(As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies (Prospectus and Allotment of Securities) Rules, 2014)

To,

The Board of Directors

B. A. G. CONVERGENCE LIMITED

(Formerly known as B.A.G. Convergence Private Limited)

352, Aggarwal Plaza, Plot No. 8, Kondli, East Delhi, New Delhi - 110096, India

Dear Sir,

We have examined the Restated Financial Statements of B.A.G. Convergence Limited (formerly known as B.A.G. Convergence Private Limited) (hereinafter referred as "the Company"), comprising the Restated Statement of Assets and Liabilities for the period ended July 31, 2024 and as at 31^st March 2024, 31^st March 2023, and 31^st March 2022, the Restated Statements of Profit and Loss (including Other Comprehensive Income) and the Restated Cash Flow Statement for the period ended July 31, 2024 and for the year ended31^st March 2024, 31^st March 2023, and 31^st March 2022,the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on November 24, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus / Prospectus (Here-in Offer Documents) prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("IPO").The restated Summary Statement have been prepared in terms of the requirements of:

i. Section 26 read with the applicable provisions within Rule-4 to 6 of Companies (Prospectus and Allotment of Securities) Rules, 2014 of Companies Act, 2013, As amended (hereinafter referred to as the "Act") and

ii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("the Regulation") ("SEBI ICDR Regulations") issued by the Securities and Exchange Board of India (SEBI) and amendments made thereto;

iii. The terms of reference to our engagements with the Company requesting us to examine financial statements referred to above and proposed to be included in the Draft Red Herring Prospectus/ Red Herring Prospectus/Prospectus (Offer Document) being issued by the Company for its proposed Initial Public Offering of equity shares on NSE EMERGE EXCHANGE (SME Exchange of NSE) ("IPO" or "SME IPO");

iv. The (Revised) Guidance Note on Reports in Company Prospectus issued by the Institute of Chartered Accountants of India ("ICAI") ; and

v. In terms of Schedule VI of the SEBI (ICDR) Regulations, 2018 and other provisions relating to accounts, We, M/s Joy Mukherjee and Associates, Chartered Accountants, have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

1. The Restated Summary Statements and Financial information of the Company have been extracted and prepared by the management from the Audited Financial Statements of the Company for the financial years ended March 31, 2022, 2021 and 2020 which have been approved by the Board of Directors.

2. The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Offer Documents to be filed with Securities and Exchange Board of India, Registrar of Companies, Delhi & Haryana and the NSE EMERGE EXCHANGE (SME Exchange of NSE) in connection with the proposed IPO. The Restated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Annexure IV to the Restated Financial Information. The Board of Directors responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

3. We have examined such Restated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated September 17, 2024, in connection with the proposed IPO of equity shares of the Issuer;

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

c) Concepts of test checks and materiality to obtain reasonable assurance 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 relation to your compliance with the Act, the ICDR

Regulations and the Guidance Note in connection with the IPO.

4. These Restated Financial Information have been compiled by the management team from:

a) Audited Financial Statements of the Company as at and for the period ended July 31, 2024 and for the years ended 31^st March, 2024, 31^st March, 2023 and 31^st March, 2022 was audited by us prepared in accordance with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended (‘Ind AS) and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on November 29,2024 respectively.

b) The information for the period ended July 31, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 included in this restated financial statements have been prepared by the management by making Ind AS adjustments to the audited financial statements of the Company as at and for the period ended July 31, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 prepared in accordance with the Accounting Standards notified under the section 133 of the Act ("Indian GAAP") which was approved by the Board of Directors at their meeting held on November 29, 2024.

5. We have restated the special purpose financial information of the Company for the period ended July 31, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 prepared by the Company in accordance with the Indian Accounting Standard (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, at the relevant time for the limited purpose of complying with the requirement of getting its financial statements audited by an audit firm holding a valid peer review certificate issued by the "Peer Review Board" of the ICAI as required by ICDR regulations in relation to proposed IPO.

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

a) Our Audit Report upon audited financial statement of the Company as at and for the period ended July 31, 2024 for the years ended 31^stMarch, 2024, 31^st March, 2023 and 31^st March, 2022 prepared by the Company in accordance with Ind AS and audited by us for the preparation of this restated financial statement. The Ind AS and restatement adjustments made to such financial statements to comply with Ind AS and the basis set out in Notes to this Restated Financial Information.

7. Based on our examination and according to the information and explanations given to us, we report that:

a. The "Restated Summary Statement of Assets and Liabilities" as set out in Annexure I to this report, of the Company as at and for the period ended July 31, 2024 and for the year ended on 31^stMarch, 2024, 31^stMarch, 2023 and 31^stMarch, 2022 are prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more. These fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.

b. The "Restated Summary Statement of Profit and Loss" as set out in Annexure II to this report, of the Company as at and for the period ended July 31Jun, 2024 and for the year ended on 31^st March, 2024, 31^st March, 2023 and 31^st March, 2022 are prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report

c. The "Restated Summary Statement of Cash Flow" as set out in Annexure III to this report, of the Company as at and for the period ended July 31, 2024 and for the year ended 31^st March, 2024, 31^st March, 2023 and 31^st March, 2022 are prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Cash Flow have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.

(The above financial statements are referred hereinafter as "Restated Financial Statements" or "Restated Summary Statements")

d. The Restated Summary Statement have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

e. The Restated Summary Statements have been made after 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, if any;

f. The Restated Summary Statements have been made after incorporating adjustments for prior period and other material amounts in the respective financial years/period to which they relate, if any and there are no qualifications which require adjustments;

g. Extra-ordinary items that need to be disclosed separately in the accounts has been disclosed wherever required;

h. There were no qualifications in the Audit Reports issued by the Statutory Auditors for the period ended July 31, 2024 and for the year ended on 31^st March, 2024, 31^st March, 2023 and 31^st March, 2022 which would require adjustments in this Restated Financial Statements of the Company;

i. Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices and Notes to Accounts as set out in Annexure IV to this report;

j. There was no change in accounting policies, which needs to be adjusted in the Restated Summary Statements

k. There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements;

l. The company has not proposed any dividend in past effective for the said period.

8. 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 period ended July 31, 2024 and for the year ended March 31, 2024, March 31, 2023 & March 31, 2022 proposed to be included in the Offer Documents.

9. We, M/s. Joy Mukherjee & Associates, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and hold a valid peer review certificate issued by the "Peer Review Board" of the ICAI which is valid till June 30, 2026.

10. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned in paragraph 4 above.

11. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

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

13. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to be filed with Securities and Exchange Board of India, the stock exchanges and Registrar of Companies, Delhi & Haryana 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 inwriting.

14. Auditors Responsibility

Our responsibility is to express an opinion on these restated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

15. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the restated financial statements read together with the notes thereon, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, to the extent applicable.

For Joy Mukherjee & Associates

Chartered Accountants

Firm Registration No.: 006792C

Sd/-

CA J. Mukherjee

Partner

Membership No.: 074602

Place: Lucknow

Date: December 09, 2024

UDIN: 24074602BKCJHW8758