NIS Management Ltd Auditor Reports

<dhhead>INDEPENDENT AUDITOR’S REPORT</dhhead>

INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED STANDALONE

FINANCIAL INFORMATION

(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

NIS Management Limited

1st Floor, Fl-1A(W) 489, Madurdaha, Kalikapur

Kolkata- 700107, West Bengal, India.

Dear Sirs,

1. We have examined the attached Restated Standalone Financial Statements of NIS MANAGEMENT LIMITED (formerly known as "NIS MANAGEMENT PRIVATE LIMITED") (hereinafter referred as the "Company" or "Issuer") comprising of Restated Standalone Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Standalone Statement of Profit and Loss and the Restated Cash Flow Statement for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively referred to as the "Restated Standalone Financial Statements" or “Restated Standalone Financial Information”), as approved by the Board of Directors of the Company at their meeting held on 01st August, 2025 for the purpose of inclusion in the Red Herring Prospectus ("RHP")/ Prospectus 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 as amended ("the Act") read with Rules 4 to 6 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (the "Rules")

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time pursuant to the provisions of the Securities and Exchange Board of India Act, 1992 and related amendments / clarifications from time to time ("the SEBI 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 Standalone Financial Statements for the purpose of inclusion in the RHP to be filed with Securities and Exchange Board of India, SME Platform of BSE Limited ("BSE SME"), and Registrar of Companies, Kolkata connection with the proposed IPO. The Restated Financial Information have been prepared by the Management of the company. 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 Standalone Financial Statements. The Board of Directors are also responsible for identifying and ensuring that the company complies with the Act, ICDR Regulations and the Guidance Note read with the SEBI Communication, as applicable.

3. We have examined such Restated Standalone 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 30th July 2024 in connection with the proposed IPO of equity shares of the Issuer.

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 Restated Standalone 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 Standalone Financial Information have been prepared and compiled by the management from: The Audited Standalone Financial Statements of the company as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, are prepared in accordance with accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, ("Indian GAAP") read with the relevant rules which have been approved by the Board of Directors at their meetings held on July 21, 2025, July 30, 2024 and September 8, 2023 respectively.

5. We have audited the special purpose financial information of the Company for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared by the Company in accordance with the Indian GAAP for the limited purpose of complying with the requirement of getting its financial statements audited by an audit firm holding a valid peer review certificate issued by the “Peer Review Board” of the ICAI as required by ICDR Regulations in relation to proposed IPO. We have issued our report dated 01 st August, 2025, on this special purpose financial information to the Board of Directors who have approved these in their meeting held on 01st August, 2025.

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

The audit of the Standalone Financial Statements of the Company for the year ending March 31, 2025, was conducted by us, as per our report dated 21 st July 2025. The audit of the Standalone Financial Statements for the financial years ended March 31, 2024 and March 31, 2023 was carried out by Datta Roy & Associates (the “Company’s Former Statutory Auditor”) as per their reports dated July 30, 2024 and September 8, 2023 respectively. There were no audit qualifications in the reports issued by the previous auditor that would necessitate adjustments in the Restated Standalone Financial Statements of the Company. Accordingly, reliance has been placed on the Standalone Statement of Assets and Liabilities, Standalone Statement of Profit and Loss, Standalone Cash Flow Statement, Significant Accounting Policies, and other explanatory information (collectively, the “Audited Standalone Financial Statements”) examined by them for the respective years.

7. Our Work has been carried out in accordance with the Standards on Auditing under section 143(10) of the Act, Guidance Note on reports in Company Prospectus (Revised 2019) and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India and pursuant to the requirements of Section 26 of the Act read with applicable rules and ICDR Regulations. This work was p erformed solely to assist y o u in meeting y o ur responsibilities in relation to your compliance with the Act and the ICDR Regulations in connection with the issue.

8. In accordance with the requirements of Section 26 of Part I of Chapter III of the Act read with the Rules, the ICDR Regulations and the Guidance Note, we have examined the Restated Standalone Financial Information of the company which have been arrived after making adjustments and regrouping /reclassifications, which in our opinion were appropriate, and have been fully described in Annexure 40: Reconciliation of restated profit and based on our examination, we report that:

a) The “Restated Statement of Assets and Liabilities” as set out in Annexure 1 to this report, of the company, as at March 31, 2025, as at March 31, 2024 and as at March 31, 2023 is prepared by the company and approved by the Board of Directors. These restated Statement of Assets and Liabilities, have been arrived at after making 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.

b) The “Restated Statement of Profits & Loss” as set out in Annexure 2 to this report, of the Company for the financial year ended on March 31, 2025, March 31, 2024 and March 31, 2023, is prepared by the company and approved by the Board of Directors. These restated Statement of Profit & Loss have been arrived at after making 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.

c) The “Restated Statement of Cash Flow” as set out in Annexure 3 to this report, of the Company for the financial year ended on March 31, 2025, March 31, 2024 and March 31, 2023 is prepared by the company and approved by the Board of Directors. These restated Statement of Cash Flow, as restated, have been arrived after making 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

9. Based on the above and according to the information and explanations given to us, we further report that the Restated Standalone Financial Information of the Company:

a) have been prepared after incorporating adjustments for change in accounting policies, material errors and regrouping / reclassifications retrospectively in respective financial years to reflect the same accounting treatment as per the accounting policies and grouping / classifications for all the reporting years.

b) profits and losses have 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 4 to this report.

c) there were no qualifications in the Audit Reports issued by us for the year ended March 31, 2025, and by the Company’s Former Statutory Auditor for the year ended March 31, 2024 and March 31, 2023, which would require adjustments in this Restated Standalone Financial Information of the Company.

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

e) there are no extra-ordinary items that need to be disclosed separately.

f) there are no revaluation reserves, which need to be disclosed separately in the Restated Standalone Financial Statements.

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

10. We have also examined the following Restated Standalone financial information of the Company set out in the Annexure prepared by the Management and approved by the Board of Directors for the year ended March 31, 2025, March 31, 2024 and March 31, 2023.

Annexure	Particulars
No.
1	Standalone Statement of Assets & Liabilities as Restated
2	Standalone Statement of Profit & Loss as Restated
3	Standalone Statement of Cash Flow as Restated
4	Significant Accounting Policy and Notes to the Restated Standalone Statement
5	Restated Statement of Share Capital
6	Restated Statement of Reserve & Surplus
7	Restated Statement of Long-Term Borrowings
8	Restated Statement of Long-Term Provisions
9	Restated Statement of Short-Term Borrowings
10	Restated Statement of Trade Payables
11	Restated Statement of Other Current Liabilities
12	Restated Statement of Short-Term Provision
13(a)	Restated Statement of Property, Plant and Equipment
13(b)	Restated Statement of Intangible Assets
13(c)	Restated Statement of Intangible Assets under development
14	Restated Statement of Non-Current Investments
15	Restated Statement of Deferred Tax Assets
16	Restated Statement of Other Non-current Assets
17	Restated Statement of Current Investments
18	Restated Statement of Trade Receivables
19	Restated Statement of Cash and Cash Equivalent
20	Restated Statement of Short-Term Loans and Advances
21	Restated Statement of Other Current Assets
22	Restated Statement of Revenue from operations
23	Restated Statement of Other Income
24	Restated Statement of Cost of Material Consumed
25	Restated Statement of Employees Benefit Expenses
26	Restated Statement of Finance Costs
27	Restated Statement of Depreciation and Amortisation Expense
28	Restated Statement of Other Expenses
29	Restated Earnings per share
30	Restated Statement of Related Party Transactions and Balances
31	Restated Statement of Employee Benefit Obligation - Gratuity & Leave Encashment
32	Restated Statement of Corporate Social Responsibility
33	Restated Statement of Contingent Liability
34	Segment reporting
35	Additional Regulatory Information pursuant to Ministry of Corporate Affairs Notification dated 24th March, 2021
36	Restated Statement of Key Financial Ratios
37	Restated Statement of Capitalisation
38	Restated Statement of Tax Shelter
39	Restated Statement of Accounting Ratios
40	Reconciliation of restated profit
41	Restated Statement of Dividend

 

11. We, KGRS & Co., 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.

12. 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.

13. The Restated Standalone Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Special Purpose Standalone Financial Statements and Audited Standalone Financial Statements mentioned in paragraph 4 above.

14. 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 Company’s Statutory Auditors or 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.

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

16. Our report is intended solely for use of the management for inclusion in the Red Herring Prospectus to be filed with Securities and Exchange Board of India, SME Platform of Bombay

Stock Exchange (BSE), and Registrar of Companies, Kolkata in connection with the proposed IPO of equity shares of the Company. 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 KGRS & Co.

Chartered Accountants

Firm Registration Number: 310014E

Peer Review Certificate Number: 014993

Sd/-

(K. Dutta)

Partner

Membership Number: 53790

UDIN: 25053790BMIZNM5887

Place: Kolkata

Date: August 01, 2025