Fabtech Technologies Ltd Auditor Reports

ON RESTATED CONSOLIDATED FINANCIAL INFORMATION IN CONNECTION WITH THE PROPOSED INITIAL PUBLIC OFFERING OF FABTECH TECHNOLOGIES LIMITED (FORMERLY KNOWN AS FABTECH TECHNOLOGIES PRIVATE LIMITED)

To

The Board of Directors Fabtech Technologies Limited

(Formerly known as Fabtech Technologies Private Limited)

715, Janki Centre, off Veera Desai Rd,

Industrial Area, Andheri (West),

Mumbai 400053

Dear Sirs,

1. We, Ajmera & Ajmera, Chartered Accountants, have examined the attached Restated Consolidated Financial Information of Fabtech Technologies Limited (formerly known as Fabtech Technologies Private Limited) (hereinafter referred to as the "Company" or the "Issuer") and its subsidiaries viz., FT Institutions Private Limited, FABL International Technologies LLP and Fabtech Technologies LLC (the Company and its subsidiaries are collectively referred to as the "Group") which comprises as below:

(a) the "Restated Consolidated Statement of Assets and Liabilities" as at March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure I);

(b) the "Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income)" for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure II);

(c) the ‘‘Restated Consolidated Statement of Cash flow for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure III);

(d) the "Restated Statement of Changes in Equity" for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure IV);

(e) the "Basis of Preparation, Significant Accounting Policies" for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure V);

(f) the "Notes to the Restated Consolidated financial information" for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure VI); and

(g) the "Statement of restatement adjustments to audited consolidated financial statements" as at and for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 (enclosed as Annexure VII);

(hereinafter together referred to as the "Restated Consolidated Financial Information"), prepared by the Management of the Company in connection with the proposed Initial Public Offering of Equity Shares of the Company (the "IPO" or "Issue") in accordance with the requirements of:

i. Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act");

ii. Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the "SEBI ICDR Regulations") issued by the Securities and Exchange Board of India (the "SEBI"); and

iii. 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").

The said Restated Consolidated Financial Information has been approved by the Board of Directors of the Company at their meeting held on July 30, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") and initialed by us for identification purposes only.

Managements Responsibility for the Restated Financial Information

2. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information which have been approved by the Board of Directors for the purpose of inclusion in the Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus (the "Offer Documents") to be filed with Securities and Exchange Board of India (the "SEBI"), the stock exchanges where the equity shares of the Company are proposed to be listed (‘Stock Exchanges") and the Registrar of Companies, Maharashtra, situated at Mumbai ("RoC"), in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the Management of the Company on the basis of preparation stated in Note 2.1 to the Restated Consolidated Financial Information in Annexure V. The responsibility of the respective Board of Directors of the companies included in the Group includes designing, implementing and maintaining adequate internal controls relevant to the preparation and presentation of the respective restated financial information, which have been used for the purpose of preparation of these Restated Consolidated Financial Information by the management of the Company, as aforesaid. The respective Board of Directors are also responsible for identifying and ensuring that the Company/Group complies with the Act, ICDR Regulations and the Guidance Note as applicable.

Auditors Responsibilities

3. We have examined these 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 June 10, 2024 in connection with the proposed IPO;

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.

4. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India

5. These Restated Consolidated Financial Information have been compiled by the Management from:

(a) the audited consolidated Ind AS financial statements of the Group as at and for the year ended March 31, 2024 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 meeting held on July 30, 2024. The comparative information for the year ended March 31, 2023 included in such financial statements have been prepared by making Ind AS adjustments to the audited financial statements of the Companies as at and for the year ended March 31, 2023, prepared in accordance with the accounting standards notified under the section 133 of the Act ("Indian GAAP") which was approved by the respective board of directors at their meeting held on September 04, 2023 for the Company.

(b) the audited special purpose consolidated Ind AS financial statements as at and for the year ended March 31, 2022 prepared on the basis as described in Note 2.1 to the Restated Consolidated Financial Information, which have been approved by the Board of Directors at their meeting held on July 30, 2024

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

a) Auditors report issued by us dated July 30, 2024 on the financial statements of the Company as at and for the year ended March 31, 2024 which included the comparative numbers for the year ended March 31, 2023 as referred in Paragraph 5 above;

b) Auditors report issued by us dated July 30, 2024 on the audited special purpose consolidated Ind AS financial statements of the Company as at and for the year ended March 31, 2022 as referred in Paragraph 5 above.

Opinion

7. Based on our examination and according to the information and explanations given to us we report that the Restated Consolidated Financial Information:

a) have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note;

b) have been prepared after incorporating adjustments in respect of changes in the accounting policies, material errors, and regrouping/reclassifications, retrospectively (as disclosed in Annexure VII to Restated Consolidated Financial Information) to reflect the same accounting treatment as per the accounting policies as at and for the year ended March 31, 2024, March 31, 2023 and March 31, 2022; and

c) There are no qualifications in the auditors reports which require any adjustments.

8. We have not audited Standalone financial statements of the Fabtech Technologies LLC, UAE a subsidiary incorporated on December 26, 2023 for the year ended March 31, 2024. Further, the Capital commitment for the purchase of shares in the Fabtech Technologies LLC is outstanding as on March 31, 2024. Since, the Subsidiary is yet to commence its operations, share of total assets, total revenues and net cash inflows /(outflows) have not been included in the Restated Consolidated Financial Statements.

9. We have not audited the financial statements of TSA Process Equipments Private Limited, the associate entity, for the period ended March 31, 2024 which included the comparative numbers for the year ended March 31, 2023 and March 31, 2022, where share of profit in associate entity for the period ended February 06, 2024 and for the years ended March 31, 2023 and March 31, 2022 is INR 138.14, INR 363.77 & INR 124.98 respectively considered in consolidation. The financial statements of this associate entity for the year ended March 31, 2024 which included the comparative numbers for the year ended March 31, 2023 and March 31, 2022 has been audited by Vishnu K Sharma & Co., whose report with unmodified opinion for the said period has been furnished to us by the company^ management and our Auditor 9 s Report on the financial statement ended as on March 31, 2023 and March 31, 2022, in so far as it relates to the amounts in the financial statement ended as on March 31, 2023 and March 31, 2022 are based solely on the reports of the other auditors. And for the period ended February 06, 2024 we have relied on the Management certified financials**.

10. Based on our examination and according to the information and explanations given to us, and based on the reliance placed on auditors report issued by other auditors as mentioned in para 9 above, we report that the Restated Consolidated Financial Information:

a) do not reflect the effects of events that occurred subsequent to the respective dates of the reports on audited consolidated Ind AS financial statements/audited consolidated Indian GAAP financial statements mentioned in paragraph 5 above.

b) does not contain any qualifications requiring adjustments; and

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

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.

Restriction on Use

13. Our report is intended solely for use of the Board of Directors for the purpose for inclusion in the DRHP, RHP and Prospectus to be filed with SEBI and Stock Exchanges 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.