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Regaal Resources Ltd Auditor Reports

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Aug 28, 2025|12:00:00 AM

Regaal Resources Ltd Share Price Auditors Report

INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED FINANCIAL INFORMATION

The Board of Directors

Regaal Resources Limited

(formerly known as Regaal Resources Private Limited)

Convergence Contact Centre, 5th Floor, D2/2, EP &, GP Block,

Sector V, Bidhannagar, Kolkata, West Bengal 700091

Dear Sirs/ Madams,

1. We have examined the attached Restated Financial Information of Regaal Resources Limited (formerly known as Regaal Resources Private Limited) (the “Company” or the “Issuer”) comprising the Restated Statement of Assets and Liabilities as at March 2025, March 31,2024 and March 31,2023, the Restated Statements of Profit and Loss (including other comprehensive income), the Restated Statement of Changes in Equity and the Restated Statement of Cash Flows for the years ended March 31,2025, March 31, 2024, and March 31,2023, Statement of Material Accounting Policies, and other explanatory information of the Company (collectively, the “Restated Financial Information”), prepared by the Company for the purpose of inclusion in the Red Herring Prospectus and Prospectus (“Offer Documents”) ( in connection with its proposed initial public offering of the equity shares of the Company (the “IPO”). The Restated Financial Information has been approved by the Board of Directors of the Company at their meeting held on July 24, 2025 and has been prepared in accordance with the requirements 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 (the "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”), (the “Guidance Note”).

Managements Responsibility for the Restated Financial Information

2. The Companys management & Board of Directors are responsible for the preparation of the Restated Financial Information which have been approved by the Board of Directors for the purpose of inclusion in the Offer Documents to be filed with Securities and Exchange Board of India (SEBI), BSE Limited ^National Stock Exchange of India Limited (collectively, with BSE Limited, the “Stock Exchanges” ) and ROC in connection with the proposed IPO. The Restated F inancial Information have been prepared by the management of the Company in accordance with the basis of preparation, stated in Note 2 to the Restated Financial Information. The responsibility of the Board of Directors of the Company includes designing, implementing and maintaining adequate internal controls relevant to the preparation and presentation of the Restated Financial Information. The management is also responsible for identifying and ensuring that the Company complies with the Act, the ICDR Regulations and the Guidance Note.

Auditors Responsibilities

3. We have examined such Restated 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 August 5, 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 the verification of evidence supporting the 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.

Restated Financial Information

4. The Restated Financial Information have been compiled by the management of the Company from:

i. The audited financial statements of the Company as at and for the years ended March 2025, March 31,

2024 and March 31, 2023 prepared in accordance with Indian Accounting Standard (“Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015 and other accounting principles generally accepted in India (“Audited Financial Statements”), which have been approved by the Board of Directors at their meetings held on July 24, 2025 , July 23, 2024 and September 2, 2023 respectively.

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

(a) the independent auditors reports issued by us, dated July 24, 2025, July 23, 2024 and September 2, 2023 respectively, on the financial statements for the years ended March 2025, March 31,2024 and March 31, 2023 as referred in Paragraph 4 (i) above, on which we have issued an unmodified opinion thereon.

6. (a) Our audit report for the year ended March 31,2023 as referred in paragraph 5 above included Emphasis of Matter paragraph on the below matter:

We draw attention to Note 59 of the financial statements which states that the Company has not complied with the provisions of section 149, 177 and 178 of the Act with respect to appointment of Independent Directors, constitution of audit committee and remuneration committee during the year ended March 31, 2023. However, as stated in the above note the same has been complied with by the company subsequently on appointment of requisite number of Independent Directors on April 10, 2023 and constitution of the committees with effect from May23, 2023 and July17,2023.

Our opinion on the financial statements is not modified in respect of the above matter

(b) Our audit report for the year ended March 31,2024 as referred in paragraph 5 above included the following paragraph under Report on Other Legal and Regulatory Requirements in respect of Audit Trail:

Based on our examination, which includes test check, the Company has used an accounting software for maintaining its books of accounts, which has a feature of recording audit trail (edit log) facility except for the period April 1, 2023 to May 11, 2023 where audit trail feature was not enabled. For accounting software for which audit trail feature is enabled, the audit trail facility has been operating throughout the period for all relevant transactions recorded in the software and we did not come across any instances of audit trail feature being tampered with during the course of our audit.

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

i. The Restated Financial Information have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the year ended March 31, 2025, March 31,2024 and March 31,2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed in the restated financial statements of the Company as at and for the year ended March 31, 2025.

ii. There are no qualifications in the independent auditors report on the audited financial statements of the Company as at and for each of the years ended March 31,2025, March 31,2024 and March 31, 2023.

iii. The Restated Financial Information have been prepared in accordance with the Act, the ICDR Regulations and the Guidance Note.

8. This report should not in any way be construed as a reissuance or re-dating of any previous audit report issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

9. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the date of the report on the audited financial statements mentioned in paragraph 5 above.

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

11. Our report is intended solely for use of the Board of Directors of the Company for inclusion in the Offer Documents to be filed with SEBI, Stock Exchanges and ROC in connection with the proposed IPO. Our 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 report is shown or into whose hands it may come.

For Singhi & Co.
Chartered Accountants
Firm Registration Number: 302049E
(Giridhari Lal Choudhary)
Partner
Membership Number: 052112
UDIN: 25052112BMLZFK4524
Place: Kolkata
Date: July 24, 2025

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