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Indiqube Spaces Ltd Auditor Reports

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Indiqube Spaces Ltd Share Price Auditors Report

To

The Board of Directors

Indiqube Spaces Limited (Formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited) Plot # 53, Careenet Campus, Kariyammanna Agrahara Road, Devarabisanahalli, Outer Ring Road, Bengaluru 560103

Dear Sirs,

1. We have examined the attached Restated Financial Information of Indiqube Spaces Limited (Formerly known as Indiqube Spaces Private Limited, Innovent Spaces Private Limited) (the “Company” or the “Issuer”), comprising the Restated Statement of Assets and Liabilities as at 30 June 2024, 31 March 2024, 31 March 2023 and 31 March 2022, the Restated Statement of Profit and Loss (including other comprehensive income), the Restated Statement of Changes in Equity, the Restated Statement of Cash Flows for the three months period ended 30 June 2024 and for the years ended 31 March 2024, 31 March 2023 and 31 March 2022, the Summary Statement of Material 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 18 December 2024 for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) prepared by the Company in connection with its proposed Initial Public Offer of equity shares (“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 is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India and the National Stock Exchange of India Limited (the “NSE”) and BSE Limited (the “BSE”) (collectively the “Stock Exchanges”)) 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 Note 2A to the Restated Financial Information. The Board of Directors of the Company 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 Act, ICDR Regulations and the Guidance Note.

3. 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 14 October 2024 read with addendum dated 26 November 2024 in connection with the proposed IPO of equity shares of the Company;

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.

4. These Restated Financial Information have been compiled by the management from:

a. Audited special purpose interim Ind AS financial statements of the Company as at and for the three months period ended 30 June 2024 prepared in accordance with Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, except for the presentation of comparative financial information in accordance with Ind AS 34 (the “Special Purpose Interim Ind AS Financial Statements”) which have been approved by the Board of Directors at their meeting held on 18 December 2024.

b. Audited financial statements of the Company as at and for the year ended 31 March 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 27 November 2024.

c. Audited Special Purpose Ind AS Financial Statements of the Company as at and for the years ended 31 March 2023 and 31 March 2022 (hereinafter referred to as ‘2023 and 2022 financial statements), 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 18 December 2024.

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

a. Auditors report issued by us dated 18 December 2024 on the special purpose interim Ind AS financial statements of the Company as at and for the three months period ended 30 June 2024 as referred in Paragraph 4 (a) above;

Our report on the Special Purpose Interim Ind AS Financial Statements of the Company as of 30 June 2024 expresses an unmodified opinion and includes an Emphasis of Matter as reproduced below:

We draw attention to Note 2.1.a to the Special Purpose Interim Ind AS Financial Statements, which describes the basis of its preparation. These Special Purpose Interim Ind AS Financial Statements have been prepared by the Companys management solely for the preparation of the Restated Financial Information of the Company for the quarter ended 30 June 2024 to be included in the Draft Red Herring Prospectus which is to be filed by the Company with Securities and Exchange Board of India (SEBI), National Stock Exchange of India Limited, BSE Limited and Registrar of Companies, as per the requirements of Section 26 of Part I of Chapter III of the Act, read with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (“ICDR Regulations”), in connection with the proposed initial public offering of the Companys equity shares. Therefore, these Special Purpose Interim Ind AS Financial Statements may not be suitable for any other purpose. Our report is issued solely for the aforementioned purpose, and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent. Further, we do not accept or assume any liability or any duty of care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified with respect to this matter.

b. Auditors report issued by us dated 27 November 2024 on the financial statements of the Company as at and for the year ended 31 March 2024 as referred in Paragraph 4 (b) above;

Our report on the financial statements of the Company as of 31 March 2024 expresses an unmodified opinion and includes an other matter as reproduced below:

The comparative financial information for the year ended 31 March 2023 and the transition date opening balance sheet as at 1 April 2022 prepared in accordance with Ind AS included in these financial statements, are based on the previously issued statutory financial statements for the year ended 31 March 2023 and

31 March 2022 respectively prepared in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) which were audited by the predecessor auditor whose reports dated 29 September 2023 and 28 September 2022 respectively expressed unmodified opinion on those financial statements, and have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have been audited by us. Our opinion is not modified in respect of this matter. c. Auditors Report issued by B S R & Co. LLP, (the “Predecessor Auditors”) dated 18 December 2024 and 18 December 2024 on the special purpose Ind AS financial statements of the Company as at and for the years ended 31 March 2023 and 31 March 2022 respectively, as referred in Paragraph 4 (c) above.

Predecessor Auditors report on the special purpose Ind AS financial statements of the Company as of 31 March 2023 expresses an unmodified opinion and includes an Emphasis of Matter as reproduced below:

We draw attention to Note 2A to the financial statements, which describes the basis of preparation of these special purpose Ind AS financial statements. As explained therein, these special purpose Ind AS financial statements have been prepared by the Company in response to the requirements of the e-mail dated 28 October 2021 from Securities and Exchange Board of India (“SEBI”) to Association of Investment Bankers of India, instructing lead managers to ensure that companies provide financial statements prepared in accordance with Indian Accounting Standards (Ind-AS) for all the three years and stub period (hereinafter referred to as the “the SEBI e-mail”) for submission to SEBI. Accordingly, the attached financial statements may not be suitable for any other purpose and this report should not be used, referred to or distributed for any other purpose, except for the use of current statutory auditors (Walker Chandiok & Co LLP) of the Company in connection with their examination of the restated financial statements in connection with the Companys proposed Initial Public Offer of equity shares.

Our opinion is not modified in respect of this matter.

Predecessor Auditors report on the special purpose Ind AS financial statements of the Company as of 31 March 2022 expresses an unmodified opinion and includes an Emphasis of Matter as reproduced below:

We draw attention to Note 2A to the financial statements, which describes the basis of preparation of these special purpose Ind AS financial statements. As explained therein, these special purpose Ind AS financial statements have been prepared by the Company in response to the requirements of the e-mail dated 28 October 2021 from Securities and Exchange Board of India (“SEBI”) to Association of Investment Bankers of India, instructing lead managers to ensure that companies provide financial statements prepared in accordance with Indian Accounting Standards (Ind-AS) for all the three years and stub period (hereinafter referred to as the “the SEBI e-mail”) for submission to SEBI. Accordingly, the attached financial statements may not be suitable for any other purpose and this report should not be used, referred to or distributed for any other purpose, except for the use of current statutory auditors (Walker Chandiok & Co LLP) of the Company in connection with their examination of the restated financial statements in connection with the Companys proposed Initial Public Offer of equity shares.

Our opinion is not modified in respect of this matter.

The statutory audits of the financial statements of the Company as at and for the years ended 31 March 2023 and 31 March 2022 prepared in accordance with the accounting standards notified under the section 133 of the Act read with rule 7 of the Companies (Accounts) Rules, 2014 (as amended) (“Indian GAAP”) (the “Statutory Indian GAAP Financial Statements”), which were approved by the Board of directors at their meeting held on 29 September 2023 and 28 September 2022 respectively, were conducted by Predecessor Auditors and they have issued reports dated 29 September 2023 and 28 September 2022 respectively, on the Statutory Indian GAAP Financial Statements.

The special purpose audits for the financial years ended 31 March 2023 and 31 March 2022 were conducted by the Companys predecessor auditors, and accordingly reliance has been placed on the restated statement of assets and liabilities, the restated statements of profit and loss (including other comprehensive income), the restated statement of cash flow, the restated statement of changes in equity, the material accounting policies, and other explanatory notes (collectively, the “2023 and 2022 Restated Financial Information”) examined by them for the said years. The examination report included for the said years is based solely on the examination report dated 18 December 2024 submitted by the Predecessor Auditors. They have also confirmed that the 2023 and 2022 Restated Financial Information: i. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended 31 March 2023 and 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the three months period ended 30 June 2024;

ii. does not contain any qualifications requiring adjustments. Moreover, those qualifications relating to not maintaining the logs for the daily backup of books of account and other relevant books and papers for the year ended 31 March 2023 and qualifications in the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of Section 143 of the Act, which do not require any corrective adjustments in the Restated Financial Information, have been disclosed in Part B of Annexure VI to the Restated Financial Information; and

iii. have been prepared in accordance with the Act, ICDR Regulations, the Guidance Note and E-mail dated 28 October 2021 from Securities and Exchange Board of India (“SEBI”) to Association of Investment Bankers of India, instructing lead managers to ensure that companies provide financial statements prepared in accordance with Indian Accounting Standards (Ind-AS) for all the three years and stub period (hereinafter referred to as the “the SEBI e-mail”).

6. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination report submitted by the Predecessor Auditors for the respective years, we report 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 years ended 31 March 2024, 31 March 2023 and 31 March 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the three months period ended 30 June 2024; and

b. does not require any adjustment for the matters mentioned in paragraph 5(a) and 5(b) above and do not contain any modifications requiring adjustments. However, those qualifications / observations in the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act and reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), which do not require any corrective adjustments in the Restated Financial Information have been disclosed in Part B of Annexure VI to the Restated Financial Information; and

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

7. 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 Ind AS financial statements, audited financial statements and 2023 and 2022 financial statements mentioned in paragraph 4 above except for effects of the share split and issuance of the bonus shares as described in Note 2A to the Restated Financial Information.

8. 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 Predecessor Auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

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

10. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with Securities and Exchange Board of India and the 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.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No: 001076N/N500013

Lokesh Khemka

Partner

Membership Number: 067878 UDIN: 24067878BKBWHC4893

Bengaluru 18 December 2024

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