Ganesh Green Bharat Ltd Auditor Reports

To,

The Board of Directors,

GANESH GREEN BHARAT LIMITED

(Formerly Known as GANESH ELECTRICALS PRIVATE LIMITED)

F - 202. S.G. Business Hub,

S.G. Highway, Ahmedabad,

Gujarat - 382470

Dear Sirs,

1. We have examined the attached Restated Financial Statements of GANESH GREEN BHARAT LIMITED (Formerly Known as GANESH ELECTRICALS PRIVATE LIMITED) (the Company), its subsidiary and its joint venture (Collectively referred to as the Group), comprising the Restated Consolidated Statement of Assets and Liabilities as at as at March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Consolidated Statements of Profit and Loss and the Restated Consolidated Cash Flow Statement for the financial years ended on March 31, 2024, March 31, 2023, and March 31, 2022, the Summary Statement of Significant Accounting Policies, the Notes and Annexures as forming part of these Restated Financial Statements (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on May 09, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus ("Offer Document") prepared by the Company in connection with its proposed SME Initial Public Offer of equity shares ("SME IPO") 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").

2. The Companys Board of Directors are responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Draft Offer Document/Offer Document to be filed with Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies, Ahmedabad 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 of the Restated Financial Information. The Board of Directors 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 Companies Act, (ICDR) Regulations and the Guidance Note.

3. We, M/s J Mandal & Co Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India(“ICAI”) and holds the peer review certificate dated 28/09/2021 valid till 30/09/2024. We confirm that there is no express refusal by the peer review board of ICAI to renew the certificate

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 May 07, 2024 in connection with the proposed SME IPO 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 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 SME IPO.

5. These Restated Financial Information have been compiled by the management the Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2024, March 31, 2023 and March 31, 2022 prepared to comply with provisions of AS 21 and approved by the Board of Directors. Whereas the Audited Consolidated financial statements of the company for the financial year ended on March 31, 2024 has been audited by K.C. Parikh & Associates, and the Audited Consolidated financial statements of the company for the financial year ended on March 31, 2023 and March 31, 2022 has been audited by M/s D. G. Patel & CO.

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

a) Financial Information as per Audited Financial Statement and their Auditors reports issued by M/s D. G. Patel & CO. on the Consolidated financial statements of the Company for the financial year ended on March 31, 2023 and March 31, 2022.

b) Financial Information as per Audited Financial Statement and their Auditors reports issued by K.C. Parikh & Associates on the Consolidated financial statements of the Company for the financial year period ended on March 31, 2024.

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

a) after incorporating adjustments for the changes in accounting policies and regrouping/reclassifications retrospectively, if any in the financial years, March 31, 2024, March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications; and

b) in accordance with the Act, ICDR Regulations and the Guidance Note.

8. We have also examined the following Notes to the Restated financial information of the Company set out in the Annexure V, prepared by the management and approved by the Board of Directors on May 09, 2024 for the years March 31, 2024, March 31, 2023 and March 31, 2022.

Annexure V - Notes to the Restated Financial Information;

a. Restated Statement of Share Capital, Reserve & Surplus as appearing in Note - A to this report

b. Restated Statement of Long Term Borrowings as appearing in Note - B to this report

c. Restated Statement of Long Term Provisions as appearing in Note - C to this report

d. Restated Statement of Short Term Borrowings as appearing in Note - D to this report

e. Restated Statement of Trade Payables as appearing in Note - E to this report

f. Restated Statement of Other Current Liabilities as appearing in Note - F to this report

g. Restated Statement of Short Term Provisions as appearing in Note - G to this report

h. Restated Statement of Property, Plant and Equipment and Intangible Assets as appearing in Note - H to this report

i. Restated Statement of Non-Current Investment as appearing in Note - I to this report

j. Restated Statement of Deferred Tax Assets (Net) as appearing in Note - J to this report

k. Restated Statement of Other Non-Current Assets as appearing in Note - K to this report

l. Restated Statement of Inventories as appearing in Note - L to this report

m. Restated Statement of Trade Receivable as appearing in Note - M to this report

n. Restated Statement of Cash and Cash Equivalents as appearing in Note - N to this report

o. Restated Statement of Short Term Loan and Advance as appearing in Note - O to this report

p. Restated Statement of Other Current Assets as appearing in Note - P to this report

q. Restated Statement of Revenue from Operations as appearing in Note - Q to this report

r. Restated Statement of Other Income as appearing in Note - R to this report

s. Restated Statement of Cost of Material Consumed as appearing in Note - S to this report

t. Restated Statement of Change in Inventories of Finished Goods as appearing in Note - T to this report

u. Restated Statement of Employee Benefit Expenses as appearing in Note - U to this report

v. Restated Statement of Finance Cost as appearing in Note - V to this report

w. Restated Statement of Depreciation and Amortisation Expenses as appearing in Note - W to this report

x. Restated Statement of Other Expenses as appearing in Note - X to this report

y. Restated Statement of Tax Expense as appearing in Note - Y to this report

z. Restated Statement of Mandatory Accounting Ratios as appearing in Note - Z to this report

aa. Restated Statement of Tax Shelter as appearing in Note - AA to this report

bb. Restated Statement of Define Benefits Obligation as appearing in Note - AB to this report cc. Restated Statement of Capitalisation Statement as appearing in Note - AC to this report

dd. Restated Statement of Related party disclosures as appearing in Note - AD to this report

ee. Restated Statement of Accounting Ratio as appearing in Note - AE to this report

ff. Restated Statement of CSR Expenditure as appearing in Note - AF to this report

gg. Restated Statement of Contingent Liabilities and Commitments as appearing in Note - AG to this report

9. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned in paragraph 5 above.

10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

12. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Offer Document/ Offer

Document to be filed with Securities and Exchange Board of India, relevant stock exchange and Registrar of

Companies, Ahmedabad 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.

13. In our opinion, the above financial information contained in Annexure I to Annexure V of this report read with the respective Significant Accounting Polices and Notes to Accounts as set out in Annexure IV are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note and give a true and fair view in conformity with the accounting principles generally accepted in India, to the extent applicable

As per our report of even date

For J Mandal & Co

Chartered Accountants

Firms Registration No. 302100E

Sd/-

CA LOKESH BHANDARI

Partner

Membership No. 171048

UDIN: 24171048BKAMIZ9177

Place: Ahmedabad

Date: May 09, 2024