Dhariwalcorp Ltd Auditor Reports

Independent Auditor’s Report on Restated Financial Information of Dhariwalcorp Limited (Formerly known as Dhariwalcorp Private Limited)

(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 Dhariwalcorp Limited

(Formerly known as Dhariwalcorp Private Limited)

36, NARAYAN NAGAR,

JODHPUR (M CORP),

SHOBHAWATO KI DHANI,

PAL LINK ROAD,

Jodhpur, Rajasthan, India,

342001

Dear Sir/Ma’am,

1. We have examined the attached Restated Financial Information of Dhariwalcorp Limited (Formerly known as Dhariwalcorp Private Limited) (hereinafter referred as "the Company" or the "Issuer") comprising the Restated Statement of Assets and Liabilities of the Company as at March 31, 2024, March 31, 2023 & March 31, 2022 the Restated Statements of Profit and Loss of the company, the Restated Cash Flow Statement of the company for the period ended on March 31, 2024, March 31, 2023 & March 31, 2022 , the Summary Statement of Significant Accounting Policies adopted by the company and Notes to the restated financial information (collectively hereinafter referred as "Restated Financial Statement" or "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 15 May, 2024 for the purpose of inclusion in the Offer Document prepared by the Company in connection with its proposed SME Initial Public Offer of equity shares ("SME IPO") at SME Platform of NSE Limited ("NSE Emerge").

2. These restated Summary Statement have been prepared in terms of the requirements of:

These restated Summary Statement have been prepared in terms of the requirements of:

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

3. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Offer Document to be filed with Securities and Exchange Board of India ("SEBI"), the relevant Stock Exchange ("NSE Emerge") and Registrar of Companies, Rajasthan ("ROC") in connection with the proposed SME IPO. The Restated Financial Information of the company have been extracted and 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 of the Company 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.

4. 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 06th May, 2024 in connection with the proposed IPO of equity shares of the Issuer;

b) The Guidance Note. 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.

5. This Restated Financial Information have been compiled by the management from:

a) Audited financial statements of the Company as at and for the period ended March 31, 2024, March 31, 2023 & March 31, 2022, prepared in accordance with the Accounting Standards ("Indian GAAP") which have been approved by the Board of Directors at their meeting held on 6^th May 2024, 5^th September, 2023 and 5^th September 2022 respectively.

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

b) Auditors’ Report issued by us M/s. J K DAGA & ASSOCIATES. dated 6^th May 2024 & Auditors’ Report issued by M/s B.M. Kothari & Company dated 5^th September 2023,

5^th September 2022 on the financial statements of the company as at and for the period ended March 31, 2024, March 31, 2023 & March 31, 2022 respectively, as referred in Paragraph 5(a) above.

Reliance has been placed on the restated statement of assets and liabilities and the restated statements of profit and loss and cash flow statements, the Summary Statement of Significant Accounting Policies adopted by the company and notes to the restated financial information (collectively hereinafter referred as "Restated Financial Statement" or "Restated Financial Information") examined by us for the said years.

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 period ended on March 31, 2024, March 31, 2023 & March 31, 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 fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.

b) The "Restated Summary Statement o f Profit and Loss" as set out in Annexure II to this report, of the Company as at and for the period ended March 31, 2024, March 31, 2023 & March 31, 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 March 31, 2024, March 31, 2023 & March 31, 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 Standalone 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 prior period and other material amounts in the respective financial years to which they relate, if any and there are no qualifications which require adjustments;

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

g) There were no qualifications in the Audit Reports issued by the Statutory Auditors as at and for the period ended March 31, 2024, March 31, 2023 & March 31, 2022.

h) 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;

i) Adjustments in Restated Summary Statements have been made in accordance with the correct accounting policies, which includes the impact of adjustments for Deferred Tax Assets/Liabilities made basis in the Restated Summary Statements;

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

k) 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 as at and for the period ended March 31, 2024, March 31, 2023 & March 31, 2022 proposed to be included in the Offer Document.

ANNEXURE NO. PARTICULARS

I Restated Statement of Assets & Liabilities

II Restated Statement of Profit & Loss

III Restated Cash Flow Statement

IV (A)Statement of Significant Accounting Policies & Notes

IV (B) Reconciliation of Restated Profit

IV (C) Reconciliation of Restated Equity/ Net Worth

V Restated Statement of Share Capital

VI Restated Statement of Reserves & Surplus

VII Restated Statement of Long/Short -Term Borrowings

VII(A) Nature of security & terms of repayment for long/ short term borrowings including current maturities

VIII Restated Statement of Deferred tax Liabilities/ Assets

IX Restated Statement of Trade Payable

X Restated Statement of Other Current Liabilities

XI Restated Statement of Short-Term Provisions

XII Restated Statement of PPE & INTANGIBLE ASSETS

XIII Restated Statement of CAPITAL WORK IN PROGRESS

XIV Restated Statement of Non- Current Investments

XV Restated Statement of Inventories

XVI Restated Statement of Trade Receivable

XVII Restated Statement of Cash & Cash Equivalents

XVIII Restated Statement of Short-Term Loans and Advances

XIX Restated Statement of Other Current Assets

XX Restated Statement of Revenue from operations

XXI Restated Statement of Other Income

XXII Restated Statement of PURCHASE OF STOCK IN TRADE

XXIII Restated Statement of Changes in Inventories

XXIV Restated Statement of Employees Benefit Expenses

XXV Restated Statement of Financial Cost

XXVI Restated Statement of Other Expenses

XXVII Statement of Contingent Liabilities & Commitments, As Restated

XXVIII Statement of Other Financial Information, As Restated

XXIX Restated Standalone Statement of Financial Ratio

XXX Restated Statement of Related Parties Transactions

XXXI Statement of Tax Shelter, As Restated

XXXII Statement of Capitalization, As Restated

XXXIII NOTES

XXXIV SUBSEQUENT EVENTS

9. We, M/s. J K Daga & 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.

10. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose interim financial statements and audited financial statements mentioned in paragraph 5 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 the 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 the report.

13. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Document to be filed with Securities and Exchange Board of India ("SEBI"), the relevant stock exchange ("NSE Emerge") and Registrar of Companies, Jaipur ("ROC") in connection with the proposed SME 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 J.K. DAGA AND ASSOCIATES

CHARTERED ACCOUNTANTS

FRN: 010314C

RAJESH KUMAR DAGA

PARTNER

MRN- 401479

Place: Jodhpur

Date: 15.05.2024

UDIN: 24401479BKCNTU2252