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Dhillon Freight Carrier Ltd Auditor Reports

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Dhillon Freight Carrier Ltd Share Price Auditors Report

Independent Auditors Examination report on Restated Financial Information of Dhillon Freight Carrier Limited

To,

The Board of Directors,

M/s Dhillon Freight Carrier Limited,

Formerly known as Dhillon Freight Carrier Pvt. Ltd.

Jawaharlal Nehru Road, Chatterjee International,

20th Floor, Suite No. A03, Kolkata-700071

Dear Sirs,

1. We have examined the attached Restated Financial Information of "Dhillon Freight CarrierLimited" (the "Company" or the "Issuer") comprising the Restated Statement of Assets and Liabilities as at December 31,2024, March 31,2024, 2023 and 2022, the Restated Statements of Profit and Loss and the Restated Cash Flow Statement for the nine month period ended December, 2024 and for the years ended March 31,2024, 2023 and 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 13-05-2025 for the purpose of inclusion in the Draft Prospectus/ Prospectus prepared by the Company in connection with its proposed

Initial Public Offer of equity shares ("IPO")in SME platform of BSE Limited.

2. 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 Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Draft Prospectus/ Prospectus to be filed with Securities and Exchange Board of India, Registrar of Companies, West Bengal and the BSE Limited in connection with the proposed SME IPO. The Restated Financial Information has 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 of the company responsibilities includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The respective 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 01.02.2025 in connection with the proposed IPO of equity shares of Dhillon Freight Carrier Limited on SME platform of BSE Limited;

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 the Audited Financial Statements of the Company for the nine months period ended December 31,2024 and for the financial years ended on March 31,2024, March 31,2023 and March 31,2022, prepared in accordance with the Accounting Standards (Indian GAAP) as prescribed under Section 133 of the Act read with Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on 02.04.2025, 13.09.2024, 28.08.2023 and 01.09.2022 respectively.

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

a) Auditors reports issued by statutory auditor M/s Ashok Kumar Duggar & Associates dated 02.04.2025 for the special purpose financial statements of the company as at and for the nine-month period ended December 31, 2024 as referred in Paragraph 5 above.

The special purpose financial statements of the company as at and for the nine-month period ended on December 31, 2024 prepared by the company in accordance with the Accounting Standards (Indian GAAP) as prescribed under Section 133 of the Act read with Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles generally accepted in India, for the limited purpose of complying with the requirement of Restated Audited Financial statements in the offer documents should not be more than six months old from the issue opening date as required by ICDR Regulations in relation to the proposed IPO.

b) Auditors Report issued by Statutory auditor dated 13.09.2024, 28.08.2023, and 01.09.2022 on the financial statements of the company as at and for the years ended March 31, 2024, 2023 and 2022, as referred in Paragraph 5(a)above.

The audits for the financial years ended March 31, 2024, 2023 and 2022 were conducted by the Companys Statutory

Auditor, M/s Ashok Kumar Duggar & Associates, and accordingly reliance has been placed on the financial statements examined by them for the said years.

c) We have re-audited the financials for nine-month period ended December 31, 2024 and for the financial year March 31, 2024 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 the proposed IPO.

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 for the nine-month period ended December 31, 2024 and for the years ended March 31, 2024, March 31, 2023 and 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 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 for the nine-month period ended December 31, 2024 and for the years ended March 31, 2024, March 31, 2023 and 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 for the nine-month period ended December 31, 2024and for the years ended March 31, 2024, March 31, 2023 and 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 Summary Statement has 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 as at for the nine-month period ended December 31, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 which would require adjustments in this Restated Financial Statements of the Company; However, a remark has been given by the auditors that a loan has been advanced to a related party without satisfying the provisions of Section 185 in the financial years ended March 31, 2024 and March 31, 2023, such non-compliance does not exist as on December 31, 2024

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) Adjustments in Restated Summary Statements if any have been made in accordance with the correct accounting policies 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 as at for the nine-month period ended December 31, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31,2022 proposed to be included in the Draft Prospectus/ Prospectus

Annexure No.

Particulars

I

Restated Statement of Assets & Liabilities

1 Restated Statement of Share Capital
2 Restated Statement of Reserves & Surpluses
3 Restated Statement of Long-Term Borrowings
4 Restatement Statement of Deferred Tax Liability (Net)
5 Restatement Statement of Long Term Provisions
6 Restatement Statement of Other Long Term Liabilities
7 Restated Statement of Short-Term Borrowings
8 Restated Statement of Trade Payable
9 Restated Statement of Other Current Liabilities
10 Restated Statement of Short-Term Provisions
11 Restated Statement of Property, Plant & Equipments & Intangible Assets
12 Restated Statement of Deferred Tax Assets (Net)
13 Restated Statement of Long Term Loans & Advances
14 Restated Statement of Other Non-Current Assets
15 Restated Statement of Trade Receivable
16 Restated Statement of Cash & Cash Equivalent
17 Restated Statement of Short-Term Loans and Advances

II

Restated Statement of Profit & Loss

18 Restated Statement of Revenue from operations
19 Restated Statement of Other Income
20 Restated Statement of Cost of Rendering of Services
21 Restated Statement of Employees Benefit Expenses
22 Restated Statement of Finance Costs
23 Restated Statement of Depreciation & Amortization
24 Restated Statement of Other Expenses
25 Restated Statement of Basic and Diluted Earnings Per Share
26 Restated Statement of Other Additional Regulatory Information
Other Annexures:
III Cash Flow Statement
IV Statement of Significant Accounting Policies
V Notes to the Re-stated Financial Statements
VI Statement of Accounting & Other Ratios, As Restated
VII Statement of Capitalization, As Restated
VIII Statement of Tax Shelter, As Restated
IX Statement of Related Parties & Transactions, As Restated
X Statement of Dividends
XI Changes in the Significant Accounting Policies
XII Contingent Liabilities

9. We, M/s. Dokania S. Kumar Co. 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 31.07.2025

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 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 Draft Prospectus/ Prospectus to be filed with Securities and Exchange Board of India, the stock exchanges and Registrar of Companies, West Bengal 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 Dokania S. Kumar & Co.

Chartered Accountants

Firm Registration No.: 322919E

Sd/-

(CA Sourav Dokania)

Partner

Membership No. 304128

UDIN: 25304128BMKSML4997

Place: Kolkata

Date: 13.05.2025

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