Chatterbox Technologies Ltd Auditor Reports

INDEPENDENT AUDITORS REPORT ON RESTATED FINANCIAL STATEMENTS

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

Unit No. 101 VIP Plaza Cooperative Premises Society Ltd,

Andheri New Link Road, Opp Infinity Mall Behind Crystal Plaza,

Andheri, Mumbai - 400053, Maharashtra, India.

Dear Sir,

1. We have examined the Restated Financial Statements of Chatterbox Technologies Limited (hereinafter referred as "the Company"), comprising the Restated Statement of Assets and Liabilities for the period ended December 31, 2024 and as at 31st March 2024, 31st March 2023, and 31st March 2022, the Restated Statements of Profit and Loss and the Restated Cash Flow Statement for the period ended December 31, 2024 and for the year ended 31st March 2024, 31st March 2023, and 31st 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 January 21, 2025 for the purpose of inclusion in the Draft 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 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 (Revised) Guidance Note on Reports in Company Prospectus issued by the Institute of Chartered Accountants of India ("ICAI"); and

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, Mumbai and the BSE SME Exchange 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 December 12, 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 from the Audited Financial Statements of the Company for the period ended December 31, 2024 and for the financial years ended on March 31, 2024, 2023 and 2022 which has been approved by the Board of Directors.

a) We have audited Financial Statements of the Company as at and for the period ended December 31, 2024 and for the years ended 31st March, 2024 and relied on the audited Financial Statements of the Company for 31st March, 2023 & 31st March, 2022 as audited by M/s. Kalyaniwalla and Mistry LLP, Chartered Accountants, and prepared in accordance with the Indian Accounting Standards (Indian GAAP) which have been approved by the Board of Directors at their meeting held on 4th February 2025, 29th September 2024, 4th September 2023 and 28th July 2022 respectively.

5. 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 December 31, 2024 for the years ended 31stMarch, 2024 and Audit Reports of audited Financial Statements of the Company for 31st March, 2023 & 31st March, 2022 as audited by M/s. Kalyaniwalla and Mistry LLP, Chartered Accountants.

6. 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 December 31, 2024 and for the year ended on 31stMarch, 2024, 31stMarch, 2023 and 31stMarch, 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 December 31, 2024 and for the year ended on 31st March, 2024, 31st March, 2023 and 31st 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 December 31, 2024 and for the year ended 31st March, 2024, 31st March, 2023 and 31st 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.

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 December 31, 2024 and for the year ended on 31st March, 2024, 31st March, 2023 and 31st 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.

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

8. 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.

9. 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.

10. 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.

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

12. 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, Mumbai 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.

Chartered Accountants

Firm Registration No.: 006792C

Membership Number: 074602

Place: Lucknow

Date: February 04, 2025

UDIN: 25074602BMICBT3494