Ganesh Infraworld Ltd Auditor Reports

To,

The Board of Directors Ganesh Infraworld Limited

(Formerly known as Ganesh Infraworld Private Limited and Ganesh International)

Dear Sirs,

1. We have examined the attached restated financial information of Ganesh Infraworld Limited (Formerly known as Ganesh Infraworld Private Limited and Ganesh International) (hereinafter referred to as the "Company" or the "Issue") comprising the Restated Statement of Assets and Liabilities as at March 31, 2024, February 12, 2024, March 31, 2023 and March 31, 2022, Restated Statement of Profit and Loss and Restated Cash Flow Statement for the financial period ended on March 31, 2024, February 12, 2024, March 31, 2023 and March 31, 2022 and the Summary Statement of Significant Accounting Policies and Other Explanatory Information (collectively referred to as the "Restated Financial Information" or "Restated Financial Statements"), as approved by the Board of Directors of the Company at their meeting held on July 5, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") prepared by the Company in connection with its proposed Initial Public Issue of equity ("IPO") which is annexed to this report and initialled by us for identification purposes.

2. These restated summary statements have been prepared in accordance with the requirements of:

(i) Section 26 of Part I of Chapter III of Companies Act, 2013 (the "Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014; (ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI"); (iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("Guidance Note")

3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for inclusion in the Draft Red-Herring Prospectus/ Red-Herring Prospectus/ Prospectus ("Offer Document") to be filed with Securities and Exchange Board of India, the Stock Exchange(s), and Registrar of Companies ("RoC") in connection with the proposed IPO. The Restated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Annexure IV to the Restated Financial Information. The responsibility of the board of directors of the Company 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:

(i) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated April 15, 2024, in connection with the proposed IPO of the equity shares of the Company;

(ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information;

(iv) 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. These Restated Financial Information of the Company have been compiled by the management from:

a. Audited Financial Statements of the Company as at and for the period ended March 31,

2024, prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India.

b. Audited Financial Statements for the period ended on February 12, 2024, and for the financial year ended March 31, 2023 and March 31, 2022 prepared in accordance with the Accounting Principles generally accepted in India by making adjustments for Indian GAAP as applicable to corporates to the audited financial statements for the period ended on February 12, 2024 and financials year ended March 31, 2023 and March 31, 2022, which was prepared as per Indian GAAP as applicable to non-corporates and which have been approved by the board of directors.

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

a. Auditors report issued by the us dated May 29, 2024 and May 24, 2024 on the financial statements of the Company as at and for the period ended March 31, 2024 and February 12, 2024, respectively;

b. Auditors reports issued by the Previous Auditor 1 for dated September 08, 2023, on the financial statements as at and for the financial year ended March 31, 2023; and c. Auditors reports issued by the Previous Auditor 2 for dated September 28, 2022, on the financial statements as at and for the financial year ended March 31, 2022; as referred in Paragraph 5 above.

The audit for financial year ended March 31, 2023 was conducted by Companys previous auditor(s), M/s. A Daruka & Co., Chartered Accountants, (the "Previous Auditor 1") and for the financial year March 31, 2022 by M/s. K Tibrewalla & Co. Chartered Accountants, (the "Previous Auditor 2") (Previous Auditor 1 and Previous Auditor 2 collectively referred as "Previous Auditors") and accordingly reliance has been placed on the Statement of Assets and Liabilities and Statements of Profit and Loss, the Significant Accounting Policies, and other explanatory information and (collectively, the Audited Financial Statements") audited by them for the said years. There are no audit qualifications in the audit reports issued by Previous Auditors and which would require adjustments in the Restated Financial Information of the Company. The financial report included for these period/years is based solely on the report submitted by them.

7. Based on our examination and according to information and explanations given to us, we are of the opinion that the Restated Financial Information:

a) Have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial period, March 31, 2024, February 12, 2024, March 31, 2023 and March 31, 2022;

b) do not require any adjustment for modification as there is no modification in the underlying audit reports;

c) have no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments.

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

8. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and engagement letter, we report that:

(i) The "Restated Statement of Asset and Liabilities" as at March 31, 2024, February 12, 2024, March 31, 2023 and March 31, 2022, examined by us, as set out in Annexure I to this report read with significant accounting policies in Annexure IV is prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Assets and Liabilities, has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(ii) The "Restated Statement of Profit and Loss" for the financial period ended March 31, 2024, February 12, 2024, and for financial year ended March 31, 2023 and March 31, 2022 examined by us, as set out in Annexure II to this report read with significant accounting policies in Annexure

IV is prepared by the Company and approved by the Board of Directors. These Restated Statement of Profit and Loss has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(iii) The "Restated Statement of Cash Flows" for the financial period ended March 31, 2024, February 12, 2024, and financial year ended March 31, 2023 and March 31, 2022 examined by us, as set out in Annexure III to this report read with significant accounting policies in

Annexure IV is prepared by the Company and approved by the Board of Directors. These Restated Statement of Cash Flows has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to restated summary statements to this report.

XXXVIII. Details of related party transactions as restated as appearing in Note 32 stated in Restated Financial Information;

XXXIX. Additional Information Pursuant To The Provision Of Schedule III To The Companies Act, 2013 As Certified By The Directors as appearing in Note 1 and Note 2 stated in Restated Financial Information;

10. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

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

12. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.

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

14. Our report is intended solely for use of the board of directors for inclusion in the offer document to be filed with SEBI, Stock Exchange(s) and Registrar of Companies 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.