ON RESTATED FINANCIAL INFORMATION
To,
The Board of Directors of Qualiance International Limited,
406 - B Wing, Knox Plaza, Mindspace, Malad West, Mumbai 400064
Dear Sir,
Reference: - Proposed Public Issue of Equity Shares of QUALIANCE INTERNATIONAL LIMITED
1. We have examined the attached Restated Financial Statement of QUALIANCE INTERNATIONAL LIMITED (hereunder referred to the Company, Issuer) comprising the Restated Statement of Assets and Liabilities as at March 31, 2026, March 31, 2025, and March 31, 2024, the Restated Statement of Profit & Loss, the Restated Cash Flow Statement for the year ended March 31, 2026, March 31, 2025, and March 31, 2024, the statement of Significant Accounting Policies and other explanatory Information (Collectively the Restated Financial Statement ) as approved by the Board of Directors in their meeting held on 14th August, 2026 for the purpose of inclusion in the Red Herring Prospectus/ Prospectus (Offer Document) in connection with its proposed Initial Public Offering (IPO) of equity shares, prepared by the Company in connection with its Initial Public Offer of Equity Shares (IPO) prepared in terms of the requirement of:-
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (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 as amended from time to time. (The Guidance Note)
2. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statement for the purpose to prepare and include the Restated financial statement in the offer document to be filed with Stock Exchange, Securities and Exchange Board of India, and Registrar of Companies, of relevant state in connection with the proposed IPO. The Restated Financial Statements have been prepared by the management of the Company for the year ended March 31, 2026, March 31, 2025, and March 31, 2024 on the basis of Significant Accounting Polices and Notes to Accounts as set out in Annexure IV to the Restated Financial Statement. The Board of Directors of the companys responsibility includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statement. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, (SEBI) ICDR Regulations and the Guidance Note.
3. We have examined such Restated Financial Statement taking into consideration:
a) The scope of work and other terms of our engagement agreed upon with you in accordance with our engagement letter dated 06th October, 2025 in connection with the proposed IPO of equity shares 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 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 IPO.
4. This Restated Financial Statements have been compiled by the management from:
a) Audited financial statements of the company as at and for the Year ended on March 31, 2026, March 31, 2025, and March 31, 2024 prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors. b) The Financial Statement for the Year ended on March 31, 2025 and March 31, 2024 have been Audited by M/s Mehta Doshi & Associates vide report dated 15th July, 2025 and 11th July, 2024 respectively and for the year ended on March 31, 2026 have been audited by us vide our report dated 11th August, 2026. c) We have also carried out Re-audit of audited financial statements of the Company for the Financial Year ended 31st March, 2025 in terms of ICDR Regulations and issued an Auditors report thereon dated 19 th March, 2026. For the purpose of our examination, we have relied said Auditors report also as referred in Paragraph b above for the FY 2024-25, and FY 2023-24.
5. The modification in restated financials were carried out based on the modified reports, if any, issued by us which is giving rise to modifications on the financial statements as at and for the years ended March 31, 2026, March 31, 2025, and March 31, 2024.
a) The Restated Financial Statement have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any; b) The Restated Financial Statement have been made after incorporating adjustments for prior period and other material amounts in the respective financial year to which they relate; c) Extra-ordinary items that need to be disclosed separately in the accounts has been disclosed wherever required; d) 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 to this report; e) Adjustments in Restated Financial Statement have been made in accordance with the correct accounting policies, f) There was no change in accounting policies, which needs to be adjusted in the Restated Financial Statement, except for the FY 2024-25 and FY 2023-24 wherein accounting of gratuity benefits, which was accounted on as cash basis, however during the restatement Company has rectified and accounted such retirement benefits according to AS-15(Revised) based on actuarial valuation certificate. g) Revaluation reserves, has been disclosed separately in the Restated Financial Statements. h) The Company has not paid dividend during FY 2023-24 to FY 2025-26.
6. In accordance with the requirements of Part I of Chapter III of Act including rules made there under, ICDR Regulations, Guidance Note and Engagement Letter, we report that
a) The Restated Statement of Assets and Liabilities as set out in Annexure I to this report, of the Company as at March 31, 2026, March 31, 2025, and March 31, 2024 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 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 to this Report. b) The Restated Statement of Profit and Loss as set out in Annexure II to this report, of the Company for the financial year ended March 31, 2026, March 31, 2025, and March 31, 2024 is prepared by the Company and approved by the Board of Directors. These Restated 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 to this Report. c) The Restated Statement of Cash Flow as set out in Annexure III to this report, of the Company for the financial year ended March 31, 2026, March 31, 2025, and March 31, 2024 is 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 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 to this Report.
7. 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 for Financial year March 31, 2026, March 31, 2025, and March 31, 2024 proposed to be included in the Offer Document for the proposed IPO.
| Significant Accounting Policy and Notes to The Restated financial Statements | Annexure IV |
| Restated Statement of Share Capital, Reserves and Surplus | Annexure-A |
| Restated Statement of Long Term and Short - Term Borrowings/ Statement of principle Term of | Annexure-B, B(A) and |
| Secured loan and Assets charges as security and Statement of term & Condition of unsecured Loans. | B(B) |
| Restated Statement of Deferred Tax (Assets) / Liabilities | Annexure-C |
| Restated Statement of long-term Provisions | Annexure-D |
| Restated Statement of Trade Payables | Annexure-E |
| Restated Statement of Other Current Liabilities and short-term Provisions | Annexure-F |
| Restated Statement of Property, Plant and Equipment and Intangible Assets | Annexure-G |
| Restated Statement of Non-Current Investment | Annexure-H |
| Restated Statement of Long-Term Loans and Advances | Annexure-I |
| Restated Statement of Other Non-Current Assets | Annexure-J |
| Restated Statement of Inventory | Annexure-K |
| Restated Statement of Trade Receivables | Annexure-L |
| Restated Statement of Cash and Bank Balances | Annexure-M |
| Restated Statement of Short-Term Loans and Advances | Annexure-N |
| Restated Statement of Other Current Assets | Annexure-O |
| Restated Statement of Revenue from operation | Annexure-P |
| Restated Statement of Other Income | Annexure-Q |
| Restated Statement of Cost of Material Consumed | Annexure-R |
| Restated Statement of Purchases of Stock in Trade | Annexure-S |
| Restated Statement of Changes in Inventories | Annexure-T |
| Restated Statement of Employee Benefits Expenses | Annexure-U |
| Restated Statement of Finance Cost | Annexure-V |
| Restated Statement of Depreciation & Amortization | Annexure-W |
| Restated Statement of Other Expenses | Annexure-X |
| Restated Statement of Related Party Transaction | Annexure-Y |
| Restated Statement of Mandatory Accounting Ratios | Annexure-Z |
| Restated Statement of Capitalization | Annexure-AA |
| Restated Statement of Tax Shelter | Annexure-AB |
| Restated Statement of Contingent Liabilities & Capital Commitment | Annexure AC |
| Restated Statement of Other Financial Ratio | Annexure AD |
| Restated Summary Statement of Other Statutory/Regulatory/Other Information | Annexure AE |
| Statement of Stock and Book Debts Statement variance with books and management comments | Annexure AF |
| Material Adjustment to the Restated Financial | Annexure V |
8. In our opinion, the above Restated Financial Statements along with Annexure A to AF read with the Significant Accounting Polices and Material Adjustment to the Restated Financial as set out in Annexure IV and V are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Companies Act, ICDR Regulations, and Guidance Note issued by ICAI as per our engagement terms with the Company.
9. We, M/s. R K Jagetiya & Co, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and our peer Review Certificate is valid as on the date of signing of this report.
10. The preparation and presentation of the Restated Financial Statements referred to above are based on the Audited financial statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company.
11. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us and nor should this report be construed as a new opinion on any of the financial statements referred to therein.
12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
13. 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 Historic Financial Information, and Other Assurance and Related Services Engagements, Issued by ICAI. We hereby confirm that while providing this certificate we have complied with the Code of Ethics issued by the Institute of Chartered Accountants of India.
14. Our report is intended solely for use of the management and for inclusion in the Offer Document in connection with the Proposed SME IPO of Equity Shares of the Company and our report should not be used, referred to or distributed for any other purpose without our prior consent in writing.
| For R K Jagetiya & Co. |
| Chartered Accountants |
| FRN: - 146264W |
| Sd/- |
| (Ravi K Jagetiya) |
| Proprietor |
| M. No. 134691 |
| Place: Mumbai |
| Date: 14th August, 2026 |
| UDIN: 26134691NBBNRZ2202 |
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