N R Vandana Tex Industries Ltd Auditor Reports

(As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies (Prospectus and Allotment of Securities) Rules, 2014)

To, The Board of Directors,

N R Vandana Tex Industries Limited

(Formerly known as N.R. Design Centre Pvt Ltd)

220, Mahatma Gandhi Road, Barabazar, Kolkata, 700007

Dear Madam/ Sir,

1. We J.B.S. & Company, Chartered Accountants ("we") have examined the attached Restated Consolidated Financial Statements of N R Vandana Tex Industries Limited ("the Company" or the "Issuer"), comprising the Restated Statement of Assets and Liabilities as at June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Statements of Profit and Loss, the Restated Cash Flow Statement for the period/ years ended June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 along with the Summary Statement of Significant Accounting Policies, the Notes and Annexures as forming part of these Restated Consolidated Financial Statements (collectively, the "Restated Consolidated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 28^th December, 2024 for the purpose of inclusion in the Red Herring Prospectus ("RHP") prepared by the Company in connection with its proposed SME Initial Public Offer of equity shares ("Proposed SME IPO") prepared in terms of the requirements of:

i. Section 26 of Part I of Chapter III of the 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, as amended ("ICDR Regulations"); and

iii.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 Consolidated Financial Information for the purpose of inclusion in the RHP to be filed with Securities and Exchange Board of India ("SEBI"), BSE Limited and National Stock Exchange of India Limted where the equity shares of the company are proposed to be listed ("Stock Exchanges") and the Registrar of Companies, Kolkata ("ROC") in connection with the proposed SME IPO. The Restated Consolidated Financial Information has been prepared by the management of the Company on the basis of preparation stated in Annexure IV of the Restated Consolidated Financial Information.

The Board of Directors responsibility includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated 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.

3. We, have been subjected to the peer review process of ICAI and holds the peer review certificate dated 02/06/2023 valid till 30.06.2026. We confirm that there is no express refusal by the peer review board of ICAI to renew the certificate and the process to renew the peer review certificate has been initiated by us.

4. We have examined such Restated Consolidated 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 September 02, 2024 in connection with the proposed IPO of 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 Consolidated Financial Information; and,

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 Consolidated Financial Information have been compiled by the management from the Audited Consolidated Financial Statements of the Company for the period/ year ended June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 which has been approved by the Board of Directors. The financial statements of the Company for the period/ year ended March 31, 2023 and March 31, 2024 have been audited by M/s JBS & Company (the Statutory Auditors) and for the year ended March 31, 2022 has been audited by M/s S.N. Kedia & Associates (the previous Statutory Auditor).

6. For the purpose of our examination, we have relied on the Auditors reports issued by us dated 23^rd November, 2024, 02^nd September, 2024 and 04^th September, 2023; M/s S.N. Kedia & Associates dated 06th September, 2022 on the Consolidated Financial statements of the Company as at and for the period/ year ended June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 respectively as referred in Paragraph 5 above;

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

After incorporating adjustments for the changes in accounting policies and regrouping/reclassifications retrospectively, if any in the financial years/period ended June 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

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

ii. Exceptional items, that need to be disclosed separately in the accounts has been disclosed wherever required;

iii. There were no qualifications in the Audit Reports issued by the Statutory Auditors for the period/ years ended on June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 which would require adjustments in this Restated Consolidated Financial Statements of the Company;

iv. Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings, if any, 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 and ANNEXURE - V respectively to this report;

v. There was a change in t h e accounting policies, which has been adjusted in the Restated

Consolidated Financial Statement

vi. There are no revaluation reserves, which need to be disclosed separately in the Restated Consolidated Financial Statement;

vii. The Company has paid Rs. Nil Dividend for the period ended June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022.

8. As indicated in our audit reports referred above:

i. We did not audit the financial statements of associate whose share of total revenues and share of profit/ loss in its associates included in the consolidated financial statements, for the relevant years is tabulated below, which have been audited by other auditors, Santosh K. Agrawalla & Associates, and whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors:

(Rs. in Lakhs)

Particulars	As at/ for the three month period ended June 30, 2024	As at/ for the year ended March 31, 2024
Share of Profit (%)	46.86	46.86
Total Profit	3.60	22.38

9. In accordance with the requirements of Part I of Chapter III of the Act, ICDR Regulations, Guidance

Note and Engagement Letter, we report that:

i. The "Restated Statement of Assets and Liabilities" as set out in Annexure I to this report, of the Company as at June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Statement of Assets and Liabilities, as restated have been arrived at after making such adjustments and regroupings to the financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to the Restated Consolidated Financial Information as set out in ANNEXURE IV and ANNEXURE - V respectively to this Report.

ii. The "Restated Statement of Profit and Loss" as set out in Annexure II to this report, of the Company for the period/ years ended June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Statement of Profit and Loss, as restated have been arrived at after making such adjustments and regroupings to the financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to the Restated Consolidated Financial Information as set out in ANNEXURE IV and ANNEXURE - V respectively to this Report.

iii. The "Restated Statement of Cash Flow" as set out in Annexure III to this report, of the Company for the period/ years ended June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 are prepared by the Company and approved by the Board of Directors. These Statement of Cash Flow, as restated have been arrived at after making such adjustments and regroupings to the financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Restated Consolidated Financial Information as set out in ANNEXURE IV and ANNEXURE - V respectively to this Report.

iv. We have also examined the following financial information ("Other Financial Information") proposed to be included in the offer document prepared by the management and approved by the board of directors of the company and annexed to this report:

Annexure I Restated Statement of Assets & Liabilities

Annexure II Restated Statement of Profit & Loss Account

Annexure III Restated Cash Flow Statement

Annexure IV Significant Accounting Policies

Annexure V Notes to Restated Financial Statement

Annexure VI Additional Notes to Restated Financial Statement

Annexure VII Statement of Related Party Transactions

Annexure VIII Statement of Adjustments to Audited Financial Statements

Annexure IX Restated Statement of Capitalization

Annexure X Other Financial Information

Annexure XI Restated Statement of Tax Shelter

Annexure XII Restated Statement of Contingent Liabilities

Annexure XIII Restated Statement of Accounting Ratios

10. The Restated Consolidated 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 4 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 the Statutory Auditors/ Previous Statutory Auditors, 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 RHP to be filed with Securities and Exchange Board of India, BSE Limited and National Stock Exchange of India Limited, and Registrar of Companies, West Bengal, situated in Kolkata 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.

14. 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.

For J.B.S. & Company
Chartered Accountants
FRN:323734E
Peer Review No: 015434
CA Sudhanshu Sen	UDIN: 24306354BKENIG6955
Partner	Date: 28/12/2024
Membership No.: 306354	Place: Kolkata