CMR Green Technologies Ltd Auditor Reports

The Board of Directors

CMR Green Technologies Limited

7th Floor, Tower 2, L & T Business Park, 12/4 Delhi Mathura Road, Faridabad Haryana, India, 121003

1. We ASA & Associates LLP, Chartered Accountants (“we” or “us”) have examined the attached Restated Consolidated Financial Information of CMR Green Technologies Limited (the “Company”, the “Holding Company”) and its subsidiaries (the Company and its subsidiaries together referred to as the “Group"), its joint ventures, comprising the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Consolidated Statement of Profit and Loss (including other comprehensive income), the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Statement of Cash Flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, the Summary Statement of Material Accounting Policies and other explanatory information (collectively, the “Restated Consolidated Financial Information”), as approved by the Board of Directors of the Company at their meeting held on August 27,2025 for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) proposed to be filed with the Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”) prepared by the Company in connection with its proposed Initial Public Offer (“IPO”) of equity shares which involves an offer for sale by certain existing shareholders of the Company and prepared in term of the requirements of:

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 ("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”).

2. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the DRHP to be filed with the SEBI and the Stock Exchanges in connection with the proposed IPO. The Restated Consolidated Financial Information has been prepared by the management of the Company on the basis of preparation, as stated in Annexure V (note 2.1) to the Restated Consolidated Financial Information. The responsibility of the respective Board of Directors of the companies included in the Group and of its joint ventures includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Board of Directors are also responsible for identifying and ensuring

that the Group and its joint ventures complies with the Act, ICDR Regulations and the Guidance Note.

3. We have examined such Restated Consolidated 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 May 21, 2025 in connection with the proposed IPO of equity shares of the Company;

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 Consolidated 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 Consolidated Financial Information have been compiled by the management from audited consolidated financial statements of the Group and its joint ventures as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 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 meetings held on May 21, 2025, July 31, 2024, and June 16, 2023, respectively.

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

a) Auditors Report issued by us dated May 21, 2025, on the audited consolidated financial statements of the Group and its joint ventures as at and for the year ended March 31, 2025, as referred in Paragraph 4 above; and

b) Auditors Report issued by the Companys previous auditors, S.R. Batliboi & Co. LLP, Chartered Accountants (the “previous auditors”) dated July 31, 2024, and June 16, 2023, on the audited consolidated financial statements of the Group and its joint ventures as at and for the year ended March 31, 2024, and March 31, 2023, respectively as referred in Paragraph 4 above.

6. The Auditors report issued by the Companys previous auditor dated June 16, 2023 on the audited consolidated financial statements of the Group and its joint ventures as at and for the year ended March 31, 2023, as referred in paragraph 5(b) above, included the following qualifications:

In case of one of a joint venture company, namely CMR Chiho Industries India Private Limited, we draw attention to Note 47(a)(1) and 47(a)(4)(e) in the consolidated financial statements wherein it is stated that:

(a) The said joint venture company had entered into various related party transactions during the year ended March 31, 2022 aggregating of Rs. 3,929.78 lacs which were approved in the board meeting of the_jaid joint venture company dated November 13, 2021. Such transactions were

approved by directors representing the Transacting Shareholder Directors of the said joint venture company and not by the Directors representing companys other Joint Venture Shareholder. Further in respect of certain other related party transactions entered during the year ended March 31, 2022 aggregating of Rs. 2,174.60 lacs, approval of the board of directors of the said joint venture have not been taken by the said joint venture company. Furthermore, the said joint venture company has entered into related party transactions of Rs. 545.89 lacs during the current year which have not been approved by the Board of Directors.

The above transactions are not in compliance with approval process in the Shareholders Joint Venture Agreement dated November 25, 2019 and the Article of association of the said joint venture.

(b) The said joint venture company has considered overdue receivables of Rs. 4,936.84 lacs (March 31. 2022: Rs. 4,649.15 Lacs) as at reporting date from the related parties of the Holding Companys shareholders as fully realizable although there are claims by Holding Company on another Group of joint venture shareholders, pending settlement of which the realisability of overdue receivable is not certain. Accordingly, this may have a possible impact on the carrying value of investment in the said joint venture.

In the absence of proper approval process of related party transactions and pending realization of overdue receivables and the Board of Directors recommendation to voluntarily liquidate the said joint Venture company, the possible impact, if any, on the consolidated financial statements is not ascertainable.

Our audit opinion on the financial statements for the year ended March 31, 2022 was modified in respect of above matters.

7. The Auditors reports issued by us dated May 21, 2025 on the audited consolidated financial statements of the Group and its joint ventures as at and for the year ended March 31, 2025, as referred in paragraph 5(a) above, included the following Other Matters:

(a) We did not audit the financial statements of 5 subsidiaries, whose financial statement reflects total assets of Rs. 1,68,327.21 Lacs as at March 31, 2025, total revenues of Rs. 4,95,608.91 Lacs, net profits of Rs. 6,383.14 Lacs and net cash outflows of Rs. 23.06 Lacs for the year ended on that date, as considered in the Consolidated Financial Statements (before consolidation adjustments), whose financial statements have not been audited by us. These financial statements have been audited by other auditors, whose reports have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of other auditors.

(b) One of the subsidiary is located outside India whose financial statements reflects total revenues of Rs. 96.84 Lacs for the year ended March 31, 2025, as considered in the Consolidated Financial Statements (before consolidation adjustments), whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in that country. These financial statements and other financial information are unaudited and have been certified by the Management, and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of the said subsidiary, and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary, is based solely on such management certified financial statements and other financial information. The Holding Companys management has converted the financial statements and

other financial information of such subsidiary located outside India from accounting principles generally accepted in that country to accounting principles generally accepted in India.

We have reviewed these conversion adjustments made by the Holding Companys management. Our opinion in so far as it relates to the balances and affairs of such subsidiary located outside India is based on the conversion adjustments prepared by the management of the Holding Company and reviewed by us.

(c) The Consolidated Financial Statements include the Groups share of net loss of Rs. 493.31 Lacs for the year ended March 31, 2025, as considered in the Consolidated Financial Statements, in respect of one joint venture, whose financial statements and other financial information have not been audited by us. These financial statements and other financial information are unaudited and have been certified by the Management, and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of the said joint venture, and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid joint venture, is based solely on such management-certified financial statements and other financial information.

(d) We draw attention to note 42(a) to the Consolidated Financial Statements, wherein two joint ventures have not been considered for consolidation since these are not operational and there is an ongoing dispute between these joint ventures.

(e) The Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, were audited by the predecessor auditor who expressed an unmodified opinion on July 31, 2024.

Our opinion above on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management.

8. The Auditors reports issued by the Companys previous auditor dated July 31, 2024 and June 16,

2023 on the audited consolidated financial statements of the Group and its joint ventures as at and for the years ended March 31, 2024 and March 31, 2023 respectively, as referred in paragraph 5(b) above, included the following Other Matters:

March 31. 2024

(a) We did not audit the financial statements and other financial information, in respect of 6 subsidiaries whose financial statements include total assets of Rs 127,955.87 lacs as at March 31,

2024 and total revenues of Rs 3,88,372.12 lacs and net cash outflows ofRs 34.11 lacs for the year ended on that date. These financial statements and other financial information have been audited by other auditors, whose financial statements, other financial information and auditors reports have been furnished to us by the management.

Our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-Section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the report(s) of such other auditors.

(b) The accompanying consolidated financial statements include unaudited financial statements and other unaudited financial information in respect of 1 subsidiary (CMR Green LLC) whose financial statements and other financial information reflect total assets of Rs 0.69 lac as at March

sSSocy j3J, 2024 and total revenues of Nil and net cash (inflows) of Rs 0.69 lac for the year ended on that

date. These unaudited financial statements and other unaudited financial information have been furnished to us by the management. The consolidated financial statements also include the Groups share of net loss of Rs. 5.73 lacs for the year ended March 31, 2024 as considered in the consolidated financial statements, in respect of 2 joint ventures (CMR Chiho Recycling Technologies Private Limited and CMR Chiho Industries India Private Limited), whose financial statements, other financial information have not been audited and whose unaudited financial statements, other unaudited financial information have been furnished to us by the Management.

Our opinion, in so far as it relates amounts and disclosures included in respect of the subsidiary and two joint ventures and our report in terms of sub-Section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiary and two joint ventures, is based solely on such unaudited financial statement and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group.

Our opinion above on the consolidated financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management.

March 31. 2023

(a) We did not audit the financial statements and other financial information in respect of 6 subsidiaries whose financial statements include total assets of Rs 95,790.25 lass as at March 31, 2023 and total revenues of Rs 3,85,389.75 lacs and net cash outflows of Rs 16.20 lacs for the year ended on that date. These financial statements and other financial information have been audited by other auditors, whose financial statements, other financial information and auditors reports have been furnished to us by the management.

Our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-Section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, is based solely on the report(s) of such other auditors.

(b) The accompanying consolidated financial statements also include the Groups share of net loss of Rs. 31.66 lacs for the year ended March 31, 2023, as considered in the consolidated financial statements, in respect of two joint ventures (CMR Chiho Recycling Technologies Private Limited and CMR Chiho Industries India Private Limited), whose financial statements other financial information have not been audited and whose unaudited financial statements, other unaudited financial information have been furnished to us by the Management.

Our opinion, in so far as it relates amounts and disclosures included in respect of these joint ventures and our report in terms of Sub-Section (3) of Section 143 of the Act in so far as it relates to the aforesaid joint ventures, is based solely on such unaudited financial statement and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group.

Our opinion above on the consolidated financial statements and our report on Other Legal and Regulatory) Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management.

9. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the auditors report issued by the previous auditor, we report that the Restated Consolidated Financial Information:

a. 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, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025;

b. do not require any adjustments for the qualifications mentioned in paragraph 6 above and for the matters mentioned in paragraph 7 and 8 above. However, those qualifications/observations in the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act and reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) and other matters which do not require any adjustments in the Restated Consolidated Financial Information have been disclosed in Annexure VI of the Restated Consolidated Financial Information; and

c. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

10. 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 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 or the previous auditor, 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 this examination report.

13. Our examination report is intended solely for the use of the Board of Directors for inclusion in the DRHP to be filed with SEBI and Stock Exchanges in connection with the proposed IPO. Our examination report should not be used, referred to, or distributed for any other purpose. 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.