<dhhead>INDEPENDENT AUDITORS
EXAMINATION REPORT ON RESTATED CONSOLIDATED FINANCIAL
INFORMATION</dhhead>
To,
The Board of Directors
E
TO
E
TRANSPORTATION
INFRASTRUCTURE
LIMITED
20, 10th floor, Sattva Galleria, Bellary Rd, Kashi Nagar, Byatarayanapura, Bangalore, Karnataka, India-560092
Dear Sir(s)/Madam(s)
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We
have examined the attached Restated Consolidated Financial Information of E TO E
TRANSPORTATION INFRASTRUCTURE LIMITED (Formerly known as E to E Transportation
Infrastructure Private limited) (the company or the issuer) and its subsidiaries (the Company and its subsidiaries together referred to as Group), its associates comprising the Restated consolidated Statementof Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023 the Restated Consolidated Statement of Profit & Loss, the Restated Consolidated Cash Flow Statement for
the Financial years ended March 31, 2025, 2024, 2023, the Summary statement of Significant
Accounting Policies and other explanatory Information (Collectively the Restated
Consolidated Financial Information) as approved by the Board of Directors of the Company in their
meeting held on September 18, 2025 for
the purpose of inclusion in the Draft Red Herring Prospectus (DRHP Prospectus),
prepared by the Company in connection with its Initial Public Offer of Equity Shares (IPO).
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These restated Summary Statement have been prepared in terms of the requirements of:
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Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the Act").
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The
Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations 2018 as amended (ICDR
Regulations); and
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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).
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The
Companys
Board
of
Directors
are
responsible for
the
preparation of
the
Restated Consolidated
Financial
Information for the purpose ofinclusion in the Draft Red Herring Prospectus to be filed with Securities and Exchange Board of India, Register of Companies, Karnataka and The NSE Limited (Stock Exchange) in connection with the proposed IPO. The
Restated Consolidated Financial Information have been prepared by themanagement of the
Company on the basis of preparation stated in Note no 2 to the Restated Consolidated
Financial Information. The respective Board of Directors of the companies included in the
group and of its associates are also responsible includes designing, implementing and maintaining
adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial
Information. The respective Board of Directors of the companies included in the Group and
its associates are also responsible for identifying and ensuring that the Group and its associates complies with the Act, ICDR Regulations and the Guidance Note.
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We have examined such Restated Consolidated Financial Information taking into consideration:
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The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated August 22, 2025 in connection with the proposed IPO
of equity shares of the Issuer;
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The Guidance Note: The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;
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Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Consolidated Financial Information; and,
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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 Noteinconnection with the IPO.
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These Restated Consolidated Financial Information have been compiled by the management from:
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Audited
Consolidated financial statements of the Group and its associates as at and for years
ended March 31,2025, March 31, 2024 and March 31, 2023, prepared in accordance with the Accounting Standards ( referred to as IGAAP)
as prescribed under Section 133 of the Act, and other accounting principles generally accepted in India, which have been approved by the
board of directors at their meeting held on 20-08-2025. and May 31,2024 and August 08,
2023, respectively.
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For the purpose of our examination, we have relied on:
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Auditors reports issued by us dated August 20, 2025 on the consolidated financial
statements of the group as at March 31, 2025, as referred in paragraph 5(a) above.
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Auditors
report issued by the previous auditor Singhi & Co (the Previous Auditors) dated 31st May 2024,
08th August 2023, on the consolidated financial statements of the
group as at and for the years ended 31 March
2024, 31 March 2023 and accordingly reliance has been placed on the restated consolidated statement of assets
and liabilities and the restated consolidated statement of Profit and loss and cash flow statements, the Summary statement of significant accounting policies
and other explanatory audited by them for the said year.
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Based on our examination and according to the information and explanations given to us, we report that:
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The
Restated Consolidated Financial Statements of the group as at and for the
years ended March 31, 2025, March 31, 2024, and March 31, 2023, is prepared by the Company and approved by the Board of Directors. These
Restated Consolidated Statement of Assets and Liabilities have been arrived at after making such adjustments for
the change in accounting policies, material errors, regroupings/reclassifications
retrospectively in the financial years ended March 31, 2023, to reflect the same
accounting treatment as per the accounting policies and groupings/classifications followed
as at 31 March 2025.
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The
Restated Consolidated Financial Statements have been prepared in accordance
with the Act, ICDR regulations and Guidance Note.
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There
were no qualifications in the Audit Reports issued by the Statutory Auditors as at and
for the years ended March 31, 2025, March 31,
2024, and March 31, 2023 which would require adjustments in this Restated Consolidated
Financial Statements of the Company.
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The Company has not proposed any dividend in past effective for the said period.
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As indicated in our audit reports referred above:
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We
did not audit the financial statements / financial information Subsidiary company (E TO E RAIL PTE. LIMITED, E to E Rail Private
Limited) which is registered in Singapore, UK respectively whose financial
statements/ financial information reflect total assets of Rs. 85 and negative net worth of Rs. (41,73,050) as of 31st March 2025 and net loss of Rs. (7,63,672), total revenue of NIL for the year ended on that date, as considered in
the consolidated financial statements. These Financial Statements / Financial Information are audited by another
auditor and 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 subsidiary Company 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
company is based solely on such audited financial statements /financial information.
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The
consolidated financial results include the financial statements / financial information of
wholly subsidiary company whose financial statements / financial information reflect total assets of Rs. 3,13,38,000/- and total net
assets of Rs. 1,63,62,000- as of 31st March 2025, total revenue is 4,35,92,000- and Net profit of Rs. 18,62,000 /- for the year ended on that date, whose financial
statements has been audited by us.
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We
did not audit the financial statements / financial information of Associate
(ETIPL-PGIPL JV) whose financial statements/ financial information reflect net
profit of Rs. 38,25,981 as considered in the consolidated financial statements. These Financial Statements / Financial Information are audited by another auditor and 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 Associate Company and our report in terms of sub-section (3) of Section
143 of the
Act in so far as it relates to the aforesaid associate company is
based solely on such audited financial
statements /financial information.
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Our
opinion on above 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/ financial information certified by the Management.
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Based on the audit reports issued by the previous auditor on the consolidated financial statements included the following other matters:
For the year ended 31st March 2024
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The
consolidated financial results include the financial statements/ financial information of
jointly controlled entities (ETIPL & Indus
JV Projects and SKE) whose financial statements/ financial information reflect total assets
of Rs.
36.91
Lakhs and net assets of Rs.9.68 lakhs as at 31st March 2024, total revenue of Rs. Nil for
the year ended on that date, whose financial statements
are unaudited. The consolidated financial
statements also include the groups share of net loss of Rs.10,000/- for the year ended 31st March 2024. This financial statements/ financial information is unaudited and 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 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 statements /financial information. In our opinion and
according to the information and explanations given to us by the Management, these JVs are
not considered material to the group.
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We did not audit the financial statements/ financial information Subsidiary company (E TO E Rail Pte. Limited, E to E Rail Private Limited) which is registered in
Singapore & UK respectively whose financial statements/ financial information reflect total
assets of Rs. 54/- and negative
net worth of Rs. (50,12,194) as of 31st
March 2024 and net loss of Rs. (2,28,000),
total revenue of NIL for the year ended on that date, as considered in the consolidated
financial statements. These financial statements/ financial information are unaudited and
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 subsidiary Company 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 company is based solely on such unaudited financial statements/ financial information. In our opinion and according to the information and explanations given to us by the Management, this financial statements/ financial
information are not material to the group.
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The consolidated financial results include the financial statements / financial information of wholly subsidiary company
whose financial statements / financial information reflect total assets of Rs.
3,20,53,000/- and total net assets of Rs. 1,44,99,289-
as of 31st March 2024, total revenue is 4,88,13,000/- and Net profit of Rs.
10,08,000 /-
for the
year ended on that date, whose financial
statements has been audited by us.
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We
did not audit the financial statements / financial information of Associate
(ETIPL-PGIPL JV) whose financial statements/ financial information reflect net loss
of Rs. (54,27,240) as considered in the consolidated financial statements. This financial
statements / financial information are unaudited and 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 Associate Company and our report in terms of sub-section (3) of Section 143 of
the Act in so far as it relates to the aforesaid
associate company is based solely on such unaudited financial statements
/financial information. In our opinion and according to the information and explanations given to us by the Management, this financial statements /financial
information are not material to the group.
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Our
opinion on above 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/ financial information certified by the
Management.
For the year ended 31st March 2023
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The
consolidated financial results include the financial statements / financial information of
jointly controlled entities (ETIPL &
Indus JV Projects and SKE) whose financial statements / financial information
reflect total assets of Rs.
34.26
Lakhs and net assets of Rs.4.82 lakhs as at
31st March 2023, total revenue of Rs. Nil for the year ended on that date, whose financial
statements are unaudited. The consolidated financial statements also include the
groups share of net loss of Rs.9,480/- for the year ended 31st March 2023. This financial statements / financial information is unaudited
and 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 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 statements /financial information. In our opinion and
according to the information and explanations given to us by the Management, these JVs are
not considered material to the group.
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We
did not audit the financial statements/ financial information Subsidiary company (E TO E RAIL PTE. LIMITED, E to E Rail Private Limited) which is registered in Singapore, & UK respectively whose financial statements/ financial
information reflect total assets of Rs. 80 and negative net worth of Rs.
(47,42,566) as at 31st
March 2023 and net loss of Rs. (2,10,131), total revenue of NIL for the year
ended on that date, as considered in the consolidated financial statements. This financial
statements/ financial information are unaudited and 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 subsidiary Company 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 company is based solely on such unaudited financial
statements/ financial information. In our opinion and according to the information and
explanations given to us by the Management,
this financial statements/ financial information are not material to the group.
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The consolidated financial results include the financial statements/ financial information of wholly subsidiary company whose financial statements/ financial
information reflect total assets of Rs. 2,95,32,446/- and total net assets of Rs.
1,15,97,085/- as at 31st March 2023, total revenue is 4,67,92,154/- and Net profit of Rs. 42,74,628 /- for the year ended on that date, whose financial statements has
been audited by us.
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We
did not audit the financial statements/ financial information of Associate
(ETIPL-PGIPL JV) whose financial statements/ financial information reflect net loss
of Rs. (37,72,533) as considered in the consolidated financial statements. These financial
statements/ financial information are unaudited and 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 Associate Company and our report in terms of sub-section (3) of Section 143 of the Act
in so far as it relates to the aforesaid associate company is based solely on such
unaudited financial statements
/financial information. In our opinion and according to the information and explanations given to us by the Management, this financial statements/ financial
information are not material to the group.
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Our
opinion on above 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/ financial information certified by the
Management.
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The Restated Consolidated Financial Statements do not
reflect the effects of events that occurred
subsequent to the respective dates of the reports on the special purpose consolidated
interim financial statements and audited consolidated financial statements mentioned in
paragraph 4 above.
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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 Auditors, nor should this report be construed as a new opinion on any of the financial statements
referred to herein.
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We have no responsibility to update our report for events and circumstances occurring after the date of the report.
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Our
report is intended solely for use of the Board of Directors for inclusion in the DRHP
Prospectus to be filed with Securities and Exchange Board
of India, the stock exchange and Registrar of companies, Karnataka 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 prior
consent in writing.
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