Matrix Geo Solutions Ltd Auditor Reports

on the Standalone Restated Financial Statements of

Matrix Geo Solutions Limited

To,

The Board of Directors

Matrix Geo Solutions Limited

Plot No-A-1/87, Third Floor, Sewak Park,

Uttam Nagar, West Delhi, New Delhi-110059

Dear Sirs,

1. We have examined the attached Standalone Restated Statement of Assets and Liabilities of Matrix Geo Solutions Limited (the "Company") as at 31st March 2022, 31st March 2023, 31st March 2024, 30th September 2024 and the related Standalone Restated Statement of Profit & Loss and Standalone Restated Statement of Cash Flow for the period ended on 31st March 2022, 31st March 2023, 31st March 2024, 30th September 2024 annexed to this report for the purpose of inclusion in the offer document prepared by the Company (collectively the " Standalone Restated Summary Statements" or "Standalone Restated Financial Statements"). These Standalone Restated Summary Statements have been prepared by the Company and approved by the Board of Directors of the Company at their meeting held on 04th March 2025 in connection with the Initial Public Offering (IPO) in SME Emerge Platform of National Stock Exchange of India Limited.

2. These Standalone Restated Summary Statements have been prepared in accordance with the requirements of:

a) Part I of Chapter-III to the Companies Act, 2013("Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014;

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009 ("ICDR Regulations") issued by the Securities and Exchange Board of India ("SEBI") in pursuance to Section 11 of the Securities and Exchange Board of India Act, 1992 and related amendments / clarifications from time to time;

c) The terms of reference to our engagements with the Company letter requesting us to carry out the assignment, in connection with the Draft Prospectus/ Prospectus being issued by the Company for its proposed Initial Public Offering of equity shares in Emerge Platform of NSE. ("IPO" or "SME IPO"); and

d) The Guidance Note on Reports in Company Prospectus (Revised) issued by the Institute of Chartered Accountants of India ("Guidance Note").

3. The Companys Board of Directors is responsible for the preparation of the Standalone 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 Board of Directors responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Standalone Restated Financial Information. The Board of Directors is also responsible for identifying and ensuring that the Company complies with the Companies Act, (ICDR) Regulations and the Guidance Note.

4. These Standalone Restated Financial Information have been complied by the management from Audited Standalone Financial Statements of the Company for the period/year ended on 30th September 2024, 31 March 2024, 31 March 2023, and 31 March 2022 prepared in accordance with Accounting Standard as prescribed under section 133 of the Act and other accounting principles generally accepted in India, which has been approved by the Board of Directors at their meeting held on 16 October 2023, 28 August 2023, 5 September 2022, and 25 November 2021 respectively.

5. For the purpose of our examination, we have relied on our re-audit report issued by us as on 01 March 2024 for the period/year ended 30 September 2024 and 31 March 2024 and have relied on have relied on Auditors reports issued by current auditor Sudesh D Kumar & Co, Chartered Accountants as on 05 September 2023 and 01 September 2022 for the period/year ended 31 March 2023, and 31 March 2022 respectively

6. We have examined such Standalone Restated Financial Information taking into consideration:

a) Terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter in connection with the proposed 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 Standalone 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.

7. Based on our examination and according to the information and explanations given to us, we report that the Standalone 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/period ended September 30, 2024, 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 Standalone Restated financial information of the Company set out in the Annexure, prepared by the management and approved by the Board of Directors on 04th March 2025, for the years/period ended September 30th, 2024, March 31, 2024, March 31, 2023, and March 31, 2022.

Annexures of Standalone Restated Financial statements of the Company:

a) Summary statement of assets and liabilities, as restated as appearing in ANNEXURE I;

b) Summary statement of profit and loss, as restated as appearing in ANNEXURE II;

c) Summary statement of cash flow as restated as appearing in ANNEXURE III;

d) Restated material accounting policies and notes to accounts as appearing in ANNEXURE IV;

e) Share capital as restated as appearing in ANNEXURE I.1 to this report;

f) Reserves and surplus as restated as appearing in ANNEXURE I.2 to this report;

g) Long-term borrowings as restated as appearing in ANNEXURE I.3 to this report;

h) Long-term provisions as restated as appearing in ANNEXURE I.4 to this report;

i) Short-term borrowings as restated as appearing in ANNEXURE I.5 to this report;

j) Other current liabilities as restated as appearing in ANNEXURE I.6 to this report;

k) Trade payables and ageing as restated as appearing in ANNEXURE I.7 to this report;

l) Short-term provisions as restated as appearing in ANNEXURE I.8 to this report;

m) Property, Plant & Equipment as restated as appearing in ANNEXURE I.9 to this report;

n) Non-current Investments as restated as appearing in ANNEXURE I.10 to this report;

o) Non-current Assets as restated as appearing in ANNEXURE I.11 to this report;

p) Deferred tax asset/liability as restated as per ANNEXURE I.12 to this report;

q) Inventories as restated as appearing in ANNEXURE I.13 to this report;

r) Trade receivables and ageing as restated as appearing in ANNEXURE I.14 to this report;

s) Cash & other bank balances as restated as appearing in ANNEXURE I.15 to this report;

t) Short-term loans & advances as restated as appearing in ANNEXURE I.16 to this report;

u) Other current assets as restated as appearing in ANNEXURE I.17 to this report;

v) Revenue from operations as restated as appearing in ANNEXURE II.1 to this report;

w) Other income as restated as appearing in ANNEXURE II.2 to this report;

x) Purchase of stock-in-trade as restated as appearing in ANNEXURE II.3 to this report;

y) Change in inventories of finished goods as restated as appearing in ANNEXURE II.4 to this report;

z) Employees benefit expenses as restated as appearing in ANNEXURE II.5 to this report;

aa) Finance costs as restated as appearing in ANNEXURE II.6 to this report;

bb) Depreciation and amortization expenses as restated as appearing in ANNEXURE II.7 to this report;

cc) Other expenses as restated as appearing in ANNEXURE II.8 to this report;

dd) Earnings per share as restated as appearing in ANNEXURE II.9 to this report;

ee) Contingent liabilities as restated appearing in ANNEXURE V to this report;

ff) Related party transactions as restated as appearing in ANNEXURE VI to this report;

gg) Corporate Social Responsibility (CSR) Expenses as restated appearing in ANNEXURE VII to this report;

hh) Trade Receivables, Trade Payables, Borrowings, Loans & Advances and Deposits as restated appearing in ANNEXURE VIII to this report;

ii) Disclosures under Accounting Standard 15 as restated appearing in ANNEXURE IX to this report;

jj) Adjustments made in restated standalone financial statements as appearing in ANNEXURE X to this report;

kk) Borrowings as appearing in ANNEXURE XI to this report;

ll) Statement of accounting ratios as restated as appearing in ANNEXURE XII to this report;

mm) Statement of other accounting ratios & additional information as restated as appearing in ANNEXURE XIII to this report;

nn) Capitalisation statement as at September 30, 2024 as restated as appearing in ANNEXURE XIV to this report;

oo) Details of tax shelter as appearing in ANNEXURE XV to this report;

9. 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.

10. We, M/s G R A N D M A R K & ASSOCIATES, 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.

11. The Standalone Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Audited Standalone Financial Statements mentioned in paragraph 5 above.

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 Offer Document/ Offer Document to be filed with Securities and Exchange Board of India, relevant stock exchange 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.

14. We draw attention to Annexure I.9 and Annexure I.17 of the financial statements wherein the Capital Work-in-Progress as reported in the audited financial statements has been regrouped to Unbilled Revenue representing the expenses incurred by the company which have not been billed to the customers. The said regrouping is undertaken to correctly report the effect of Accounting Standard 9: Revenue Recognition on the revenues reported by the company.

15. In our opinion, the above financial information contained mentioned in the attached Annexure of this report read with the respective Significant Accounting Polices and Notes to Accounts 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.

FOR G R A N D M A R K & ASSOCIATES

Chartered Accountants

Firms Registration No. 0011317N

SD/-

Sushil Kumar Sharma

Partner

Membership No.: 074380

UDIN: 25074380BMJHIB7330

Place: New Delhi

Date: 04.03.2025