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Behari Lal Engineering Ltd Auditor Reports

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Behari Lal Engineering Ltd Share Price Auditors Report

on the "Restated Financial Statements" which comprises of the Restated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, and the Restated Statement of Profit and Loss (including Other Comprehensive Income), Restated Statement of Cash Flows and Restated Statement of Changes in Equity for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, and Statement of material accounting policies and other explanatory information of Behari Lal Engineering Limited (formerly known as Behari Lal Engineering Private Limited)(formerly known as Behari Lal Ispat Private Limited)

To

The Board of Directors Behari Lal Engineering Limited

(formerly known as Behari Lal Engineering Private Limited) (formerly known as Behari Lal Ispat Private Limited) Village Salani, Amloh Road,

Mandi Gobindgarh-147301, Punjab

Dear Sir/ Madam,

1. We, Ashwani & Associates, Chartered Accountants have examined the attached Restated Financial Statements of Behari Lal Engineering Limited (formerly known as Behari Lal Engineering Private Limited) (formerly known as Behari Lal Ispat Private Limited) (the "Company") comprising the Restated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31,2023, the Restated Statements of Profit and Loss (including other comprehensive income), the Restated Statement of Changes in Equity, the Restated Cash Flow Statement for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, the Statement of Significant Accounting Policies, and other explanatory information (collectively, the "Restated Financial Statements"), as approved by the Board of Directors of the Company at their meeting held on September 8, 2025 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") in connection with proposed Initial Public Offer of equity shares of the Company ("IPO") prepared in terms of the requirements of Restated Financial Statements, which have been approved by the Board of Directors of the Company at their meeting held on September 8, 2025 have been prepared in accordance with the requirements of Restated Financial Statements:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the "Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure 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 amended from time to time (the "Guidance Note").

d) The E-mail dated August 25, 2025 received from Book Running Lead Managers ("BRLMs"), which confirms that based on the email dated October 28, 2021 from Securities and Exchange Board of India ("SEBI"), to Association of Investment Bankers of India ("SEBI Email"), the Company should prepare financial statements in accordance with Indian Accounting Standard (Ind AS) for all the three years (i.e. from financial years 2022-23 to 2024-2025).

Managements Responsibility for the Restated Financial Statements

2. The preparation of the Restated Financial Statements, which are to be included in the DRHP to be filed with Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE"), together with BSE, the "Stock Exchanges") in connection with the proposed IPO is the responsibility of the Management of the Company. The Restated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in note 2 to the Restated Financial Statements. The Managements responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statements. The Management is also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations, the Guidance Note and SEBI Email.

Auditors Responsibilities

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

a) the terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated August 9, 2024 in connection with the proposed IPO;

b) the E-mail dated August 25, 2025 received from BRLMs, which confirms that based on SEBI Email, the Company should prepare financial statements in accordance with Indian Accounting Standards (Ind AS) for all the three years.

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

d) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements; and

e) 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 and the SEBI Email in connection with the IPO.

Restated Financial Statements

4. These Restated Financial Statements have been compiled by the management of the Company from:

a) Audited financial statements of the Company as at and for the year ended March 31, 2025 prepared in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (Ind-AS) specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 (as amended) along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind-AS compliant Schedule III), as applicable, which was approved by the Board of Directors at their meeting held on September 8, 2025 (the "March 2025 Financial Statements");

b) Audited financial statements of the Company as at and for the year ended March 31, 2024 prepared in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (Ind-AS) specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 (as amended) along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind-AS compliant Schedule III), as applicable, which was approved by the Board of Directors at their meeting held on September 27, 2024 (the "March 2024 Financial Statements");

c) Audited special purpose Ind AS financial statements of the Company as at and for the year ended March 31, 2023 and were approved by the Board of Directors at their meeting held on September 8, 2025 (the "Audited Special Purpose Ind AS Financial Statements"). In March 2024 Financial Statements, year ended March 31, 2024 is the ‘first time reporting period, for first time adoption of Indian Accounting Standard (Ind-AS) - notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and accordingly April 01, 2022 is the transition date for preparation of its March 2024 Financial Statements as at and for the year ended March 31, 2024. The March 2024 Financial Statements, were the first financials, prepared in accordance with Ind-AS. Up to the Financial year ended March 31, 2023, the Company prepared its financial statements in accordance with accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2006 (as amended) specified under Section 133 of the Act, read with the Companies (Accounts) Rules, 2014 ("Indian GAAP") due to which the Special Purpose Ind AS Financial Statements were prepared to comply with the SEBI Email. The audit report on the Indian GAAP statutory financial Statements for the year ended March 31, 2023 were issued by previous auditor Bansal Jiwan & Associates dated September 5, 2023 (the "Indian GAAP Financial Statements").

Audited Special Purpose Ind AS financial statement of the Company for the year ended March 31, 2023 prepared by the Company in accordance with the Ind AS 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. We have issued our report dated September 8, 2025 on this special purpose financial Statements to the Board of Directors who have approved these in their meeting held on September 8, 2025.

The audited financial statements referred to in paragraph (a), (b) and (c) above together hereinafter referred as the "Audited Financial Statements".

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

a) Auditors reports issued by us dated September 8, 2025 for the year ended March 31, 2025 as referred in Paragraph [4a] above; and

b) Auditors reports issued by us dated September 27, 2024 for the year ended March 31,2024 as referred in Paragraph [4b] above; and

c) Auditors Report issued by us dated September 8, 2025 on the Audited Special Purpose Financial Statements of the Company for the year ended March 31,2023, as referred in Paragraph [4c] above.

6. (a) The audit report on Special Purpose Ind AS Financial Statements of the Company as at and for the year ended March 31, 2023 referred to in paragraph 5(c) above included the following emphasis of matter which did not require any corrections (included in Annexure VI in the attached Restated Financial Statements):

"Emphasis of matter - Basis of preparation and restriction of use

We draw attention to Note 2.1 to the Special Purpose Ind AS Financial Statements, which describes the basis of preparation of these Special Purpose Ind AS Financial Statements stating that these Special Purpose Ind AS Financial Statements have been prepared to comply with the E-mail dated August 25, 2025 received from Book Running Lead Managers. The E-mail confirms that basis the email dated October 28, 2021 from Securities and Exchange Board of India ("SEBI") to the Association of Investment Bankers of India ("SEBI Email"), the Company should prepare these Special Purpose Ind AS Financial Statements in accordance with Indian Accounting Standards (Ind AS). Accordingly, the Special Purpose Ind AS Financial Statements may not be suitable for any other purpose and this report should not be used, referred to or distributed for any other purpose. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

Our opinion is not modified in respect of this matter."

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

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial year ended March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed for the financial year ended March 31,2025 and March 31, 2024;

b) There are no qualifications in the auditors reports on the March 2025 Financial Statements of the Company as at and for the year ended March 31, 2025, on the March 2024 Financial Statements of the Company as at and for the year ended March 31, 2024 and on the Audited Special Purpose Ind AS Financial Statements of the Company as at and for the year ended March 31, 2023, which require any adjustments to the Restated Financial Statements. However, items relating to emphasis of matter, as referred to in paragraph 6 (a) above which do not require any corrective adjustments in the Restated Financial Statements, have been disclosed in Annexure VI to the Restated Financial Statements; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note and the SEBI email, as applicable.

8. We have not audited any financial statements of the Company as of any date or for any period subsequent to March 31, 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows and changes in equity of the Company as of any date or for any period subsequent to March 31,2025.

9. The Restated Financial Statements do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose interim Ind AS financial statements, audited financial statements and special purpose financial statements mentioned in paragraph [4] above except expressly disclosed in the restated financial Statements. 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.

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

11. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP, to be filed with SEBI and the Stock Exchanges and use by Book running Lead Managers 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.

For Ashwani & Associates Chartered Accountants

Firms Registration Number: 000497N

Sd/-

Aditya Kumar M. No. 506955 Partner

Place of Signature: Ludhiana

Date: September 8, 2025 U

DIN: 25506955BMMIBN9203

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