Omnitech Engineering Ltd Auditor Reports

Independent Auditors Examination Report on the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income/(Loss)), Restated Consolidated Statement of Changes in Equity and the Restated Consolidated Statement of Cash Flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the statement of material accounting policies and other explanatory information of Omnitech Engineering Limited (collectively, the "Restated Consolidated Financial Statements").

To,

The Board of Directors

Omnitech Engineering Limited (formerly known as Omnitech Engineering Private Limited) Plot No. 2500, Kranti Gate Main Road, GIDC Lodhika Ind. Estate, Kalawad Road, Metoda, Rajkot 360021, Gujarat, India.

Dear Sirs,

1. We, M/s Dhirubhai Shah & Co LLP, Chartered Accountants ("we" or "us") have examined the attached Restated Consolidated Financial Statements of Omnitech Engineering Limited (formerly known as Omnitech Engineering Private Limited) ("the Company" or the "Holding Company" or the "Issuer") and its subsidiaries (the Company and its subsidiaries together referred to as "the Group"), annexed to this report and prepared by the Company for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") proposed to be filed with the Securities and Exchange Board of India ("SEBI"), BSE Limited and National Stock Exchange of India Limited (collectively, the "Stock Exchanges") in connection with its proposed initial public offer of equity shares of face value of 5 each of the Company (the "Offer"). The Restated Consolidated Financial Statements, which have been approved by the Board of Directors of the Company at their meeting held on June 18, 2025, have been prepared in accordance with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");

b) relevant provisions of 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) (as amended) issued by the

Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

Managements Responsibility for the Restated Consolidated Financial Statements

2. The preparation of the Restated Consolidated Financial Statements, which are to be included in the DRHP to be filed with SEBI and the Stock Exchanges in connection with the proposed Offer is the responsibility of the Management of the Company. The Restated Consolidated Financial Statements have been prepared by the Management of the Company on the basis of preparation, as stated in Annexure V (Note 2.1) to the Restated Consolidated Financial Statements. The Managements responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Statements. The Board of Directors of the Company are also responsible for identifying and ensuring that the Group complies with the Act, the SEBI ICDR Regulations and the Guidance Note.

Auditors Responsibilities

3. We have examined such Restated Consolidated Financial Statements taking into consideration:

a) the terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated March 14, 2024 in connection with the proposed Offer 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 Restated Consolidated Financial Statements; 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 Offer.

Restated Consolidated Financial Statements

4. These Restated Consolidated Financial Statements have been compiled by the Companys management from:

(a) Audited consolidated financial statements of the Group as at and for the year ended March 31, 2025 prepared by the Management in accordance with the 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 has been approved by the Board of Directors at their meeting held on June 18, 2025;

(b) Audited consolidated financial statements of the Group as at and for the year ended March 31, 2024 prepared by the Management in accordance with the 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 has been approved by the Board of Directors at their meeting held on September 25, 2024 and;

(c) Audited special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023 prepared by the Management in accordance with the 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 has been approved by the Board of Directors at their meeting held on December 5, 2024.

For the financial year ended March 31, 2023, the Group prepared its statutory financial statements in accordance with accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2021 / Companies (Accounts) Rules, 2014, as amended, specified under Section 133 of the Act ("Indian GAAP"). The audit report on the Indian GAAP statutory financial Statements for the years ended March 31, 2023 was issued by M/s H.B. Hirapara & Co. on September 29, 2023 (collectively, the "Indian GAAP Financial Statements"). The special purpose consolidated financial statements have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) consistent with that used at the date of transition to Ind AS (April 1, 2022) and as per the presentation, accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025 prepared by the Group.

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

a) Auditors report issued by us dated June 18, 2025 on the audited consolidated financial statements of the Group as at and for the year ended March 31, 2025 as referred in Paragraph 4 (a) above;

b) Auditors report issued by us dated September 25, 2024 on the audited consolidated financial statements of the Group as at and for the year ended March 31, 2024 as referred in Paragraph 4 (b) above;

c) Auditors report issued by M/s Shah & Shah, Chartered Accountants ("Chartered Accountants"), dated December 5, 2024 on the special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023 as referred in Paragraph 4 (c) above.

6. As indicated in audit reports referred above, we did not audit the financial statements of the a wholly owned foreign subsidiary as mentioned in Annexure A(i), included in the Group for the year ended March 31, 2023, whose share of total assets, total revenues and net cash inflows / (outflows) included in the special purpose consolidated financial statements, for the relevant year is tabulated below:

Particulars	As at and for the year ended March 31, 2023
In respect of subsidiary:
Total Assets	137.02
Total Revenue	35.26
Net Cash inflows / (outflows)	3.41

These financial statements have been audited by other chartered accountants as listed in Para 5(c) above, whose reports have been furnished to us and our opinion in so far as it relates to the amounts included in the restated consolidated financial statements referred to in Para 4 above are based solely on the report of other auditors.

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

a) Restated Consolidated Financial Statements have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regroupings / reclassifications retrospectively in the financial years as at and for the years ended March 31, 2024 and March 31, 2023, to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025;

b) There are no qualifications in the auditors and Chartered Accountants reports for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 which require any adjustments to the Restated Consolidated Financial Statements. However, those remarks / 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 for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) which do not require any adjustments in the Restated Consolidated Financial Statements have been disclosed in Annexure VI of the Restated Consolidated Financial Statements; and

c) Restated Consolidated Financial Statements have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.

8. We have not audited any consolidated financial statements of the Group as of any date or for any period subsequent to March 31, 2025. Accordingly, we express no opinion on the consolidated financial position, consolidated results of operations, consolidated cash flows and consolidated statement of changes in equity of the Group as of any date or for any period subsequent to March 31, 2025.

9. The Restated Consolidated Financial Statements do not reflect the effects of events that occurred subsequent to the dates of the audited financial statements mentioned in paragraph 4(a) above.

10. This examination 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 other chartered accountants, nor should this examination report be construed as a new opinion on any of the financial statements referred to herein.

11. We have no responsibility to update this examination report for events and circumstances occurring after the date of this examination report.

Restriction on use

12. Our examination report is intended solely for use of the Board of Directors for inclusion in the DRHP, RHP and Prospectus to be filed with Securities and Exchange Board of India, the Registrar of Companies - Ahmedabad, and BSE Limited and National Stock Exchange of India Limited, as applicable, in connection with the proposed Offer. Our examination report should not be used, referred to or distributed for any other purpose. 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 examination report is shown or into whose hands it may come.

For, Dhirubhai Shah & Co. LLP

Chartered Accountants

Firm Registration No.: 102511W/W100298

Anik Shah

Partner

Membership No.: 140594

ICAI UDIN : 25140594BMHUXJ2468

Place : Rajkot

Date : June 18, 2025

Annexure A

(i) List of subsidiaries of Omnitech Engineering Limited
Name of Entity	Nature of Relation
Omnitech Group, Inc.	Wholly owned foreign subsidiary
Novatro Techsolutions Private Limited	Subsidiary

(ii) Details of subsidiary which have been audited by other chartered accountants

Particulars	Year ended	Name of Auditor
Omnitech Group, Inc.	31 March 2023	M/s Shah & Shah