Marc Loire Fashions Ltd Auditor Reports

INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED STANDALONE FINANCIAL INFORMATION OF MARC LOIRE FASHIONS LIMITED

To,

The Board of Directors

Marc Loire Fashions Limited,

(Erstwhile known as Marc Loire Fashions Private Limited)

Plot No 426/1, First Floor, Rani Khera Road

Mundaka, New Delhi - 110041

Dear Sir/Madam,

1. We M/s. SPMG & Company, Chartered Accountant ("we" or "us") have examined the attached Restated Financial Information of Marc Loire Fashions Limited (Formerly known as Marc Loire Fashions Private Limited) (the "Company" or the "Issuer"), comprising the Restated Statement of Assets and Liabilities for the four-month period ended July 31, 2024, and for the Financial Years ended on March 31, 2024, 2023 and 2022, the Restated Statements of Profit and Loss, the Restated Cash Flow Statement for the four month period ended July 31, 2024 and for the financial years ended on March 31, 2024, 2023 and 2022, the Summary Statement of Significant 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 27/11/2024 for the purpose of inclusion in the Draft Prospectus/ Prospectus prepared by the Company in connection with its proposed Initial Public Offer of equity shares at S ME Platform of Exchange ("SME IPO").

2. These restated Summary Statement have been 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").

3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Draft Prospectus/Prospectus to be filed with Securities and Exchange Board of India, Registrar of Companies, Delhi and the relevant stock exchange in connection with the proposed SME IPO. The Restated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Annexure IV & Annexure V 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.

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 16/10/2024 in connection with the proposed IPO of equity shares of the Issuer;

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.

5. These Restated Financial Information have been compiled by the management from the Audited Financial Statements of the Company for the four-month period ended on July 31, 2024 and financial years ended on March 31, 2024, March 31, 2023 and March 31, 2022, which has been approved by the Board of Directors. For the purpose of our examination, we have relied on:

a) Audited financial statements of the Company as at and for the four-month period ended July 31, 2024 and for the financial years ended March 31, 2024, 2023 and 2022 prepared in accordance with the Indian Accounting Standards (Indian GAAP) which have been approved by the Board of Directors at their meeting held on 16/11/2024, 01/08/2024, 05/09/2023 and 03/09/2022 respectively.

b) We have audited the special purpose financial statements of the company as at and for the four-month period ended on July 31, 2024 prepared by the company in accordance with Indian Accounting Standard (Indian GAAP) for the limited purpose of complying with the requirement of Restated Audited Financial statements in the offer documents should not be more than six months old from the issue opening date as required by ICDR Regulations in relation to the proposed IPO. We have issued our report dated 16/11/2024 on this special purpose which have been approved by the Board of Directors at their meeting as mentioned in point 5(a) above.

c) Auditors reports issued by us dated 16/11/2024, 01/08/2024 and 05/09/2023 on the standalone financial statement as at and for the four-month period ended on July 31, 2024, as at and for the year ended on March 31, 2024 and March 31, 2023 respectively which have been approved by the Board of Directors at their meeting as mentioned in point 5(a) above.

d) We have also relied on previous auditors report dated 03/09/2022 on the financial statements of the company as at and for the years ended March 31, 2022 which have been approved by the Board of Directors at their meeting as mentioned in point 5(a) above.

6. The audits for the four-month period ended on July 31, 2024, for the financial year ended on March 31, 2024 and March 31, 2023 has been done by us i.e. M/s. SPMG & Company (FRN No: 509249C) and for the financial years ended March 31, 2022 were conducted by the Companys previous auditors, M/s. SJAG & Company (FRN No: 028102N), (the "Previous Auditors"), and accordingly reliance has been placed on the restated statement of assets and liabilities, the restated statements of profit and loss and restated cash flow statements, the Summary Statement of Significant Accounting Policies, and other explanatory information and (collectively, the "Restated Financial Information") examined by them for the said years.

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

a) The "Restated Summary Statement of Assets and Liabilities" as set out in Annexure I to this report, of the Company for the period ended on July 31, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Restated summary Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV & Annexure V to this Report.

b) The "Restated Summary Statement of Profit and Loss" as set out in Annexure II to this report, of the Company as at and for the period ended on July 31, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Restated summary Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV & Annexure V to this Report.

c) The "Restated Summary Statement of Cash Flow" as set out in Annexure III to this report, of the Company as at and for the period ended on July 31, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Restated summary Statement of Cash Flow have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV & Annexure V to this Report.

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

e) The Restated Summary Statements have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial period/years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any;

f) The Restated Summary Statements have been made after incorporating adjustments for prior period and other material amounts in the respective financial years/period to which they relate, if any and there are no qualifications which require adjustments;

g) Have no extra-ordinary items that needs to be disclosed separately in the accounts and requiring adjustments;

h) There were no qualifications in the Audit Reports issued by the Statutory Auditors as at and for period ended July 31, 2024, and as at and for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 which would require adjustments in this Restated Financial Statements of the Company;

i) Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices and Notes to Accounts as set out in Annexure IV & Annexure V to this report;

j) Adjustments in Restated Summary Statements have been made in accordance with the correct accounting policies, which includes the impact of provision of gratuity made on actuarial valuation basis in the Restated Summary Statements;

k) There was no change in accounting policies, which needs to be adjusted in the Restated Summary Statements

l) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements;

m) The company has not proposed any dividend in past effective for the said period.

8. We have also examined the following other financial information relating to the Company prepared by the Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company as at and for the four-month period ended on July 31, 2024 and as at and for the financial years ended on March 31, 2024, March 31, 2023 and March 31, 2022 proposed to be included in the Draft Prospectus/Prospectus.

9. We, M/s. SPMG & Company Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and hold a valid peer review certificate issued by the "Peer Review Board" of the ICAI which is valid till November 30, 2024.

10. 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 financial statements and audited financial statements mentioned in paragraph 5 above.

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 / any other firm of Chartered Accountants, 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.

13. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Prospectus / Prospectus to be filed with Securities and Exchange Board of India, the stock exchanges and Registrar of Companies, Delhi 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.