Sanstar Ltd Auditor Reports

Independent Auditors Examinaon Report on Restated Consolidate d Financial Informaon prepared in connec on with the Proposed Issue of Equity Share of face value of Rs 2/- each pursuant to the Inial Public O ering (the "IPO") of Sanstar Limited

The Board of Directors

Sanstar Limited

Sanstar House,

Nr. Parimal under bridge,

Opp. Suvidha Shopping Centre,

Paldi, Ahmedabad-380007

Gujarat

Dear Sir,

1. This report is issued in accordance with the terms of our engagement agreed upon with you vide our engagement le er dated May 4, 2024, in connec on with the proposed IPO of equity shares of the Company;

2. We S C Bapna & Associates, Chartered Accountants ("we" or "us") have examined the a ached Restated Consolidated Financial Informa on expressed in Indian Rupee in millions of Sanstar Limited (hereinaer referred to as the "Company"), and its subsidiary (the company and its subsidiary together referred to as "the Group") comprising:

(a) the "Restated Consolidated Statement of Assets and Liabilies" as at March 31,2024 and "Restated standalone Statement of Assets and Liabilies" as at March 31, 2023, and March 31, 2022;

(b) the "Restated Consolidated Statement of Profit and Loss Account" (including Other Comprehensive Income) for the year ended March 31, 2024, and the "Restated Standalone Statement of Profit and Loss Account" for the year(s) ended March 31, 2023, and March 31, 2022; (c) the "Restated Consolidated Statement of Changes in equity" for the year March 31, 2024, and the "Restated Standalone Statement of Changes in equity" for the year March 31, 2023, and March 31, 2022;

(d) the "Restated Consolidated Statement of Cash Flows" for the year ended March 31, 2024 and the "Restated Standalone Statement of Cash Flows" for the year ended March 31, 2023 and March 31, 2022;

(e) the "Notes to Restated Consolidated Financial Informaon" for t he year ended March 31, 2024 and the "Notes to Restated Standalone Financial Informaon" for the year ended March 31, 2023 and March 31, 2022, as prepared by the Management of the Company in connecon with its proposed Inial Public O ering of Equity shares of the Comp any (the "IPO") in accordance with the requirements of:

(i)Sec on 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the ‘Act) from me to me;

(ii)Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securies and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the "SEBI ICDR Regulaons") issued by the Securies and Exchange Board of India (the "SEBI"); and

(iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Instute of Chartered Accountants of India ("ICAI"), as amended from me to me (the "Guidance Note").

The said Restated Consolidated Financial Informaon has been approved by the Board of Directors of the Company at their meeng held on May 16, 2024 for the purpos e of inclusion in the Red Herring Prospectus("RHP") and the Prospectus (the "Prospectus") (hereinaer collec vely referred to as "O er Documents") which we have signed under reference to this report.

Managements Responsibility for the Restated Consolidated Informaon

3. The companys management and Board of Directors is responsible for the prepara on of Restated Consolidated Financial Informaon for the purpose of inclusion in the offer document to be led with Securies and Exchange Board of India ("SEBI") , the stock exch anges where the equity shares of the Company are proposed to be listed ("Stock Exchanges ") and the Registrar of Companies, Ahmedabad ("ROC") , in connecon with the proposed IPO. The Restated Fina ncial Informaon have been prepared by the management of the Company on the basis of prepara on stated in Note No. B I to the Restated Consolidated Financial Informaon.

4. The prepara on of the Restated Consolidated Financial Informao n is the responsibility of the Management of the Company (‘Management) for the purpose set out below. The Managements Responsibility includes designing, implemenng and maintenance of adequate internal financial controls Relevant to the preparaon and presentaon of the Rest ated Consolidated Financial Informaon. The Management is also responsible for idenfying a nd ensuring that the Company and the acquired en ty complies with the Act, Rules, ICDR Regulaon s and Guidance Note.

Auditors Responsibilies

5. Our work has been carried out considering the concepts of test checks and materiality to obtain reasonable assurance based on veri ca on of evidence supporng the Restated Consolidated Financial Informaon in accordance with the Guidance Note and o ther applicable authoritave pronouncements issued by the ICAI and pursuant to the requirements of Sec on 26 of the Act, and the SEBI ICDR Regulations. Our work was performed solely to assist you in meeting your responsibili es in relaon to your compliance with the Act, the SEBI Regulaons and the Guidance Note in connecon with the Is sue.

6. We have examined the Restated Consolidated Financial Informaon taking into consideraon:

a. The guidance note requires that we comply with the ethical requirements of code of ethics issued by the Instute of Chartered Accountants of India.

b. Concepts of test checks & materiality to obtain reasonable assurance based on veri caon of evidence supporng the Restated Ind AS Consolidated Financial I nformaon; and

c. The requirements of Secon 26 of the Act and the ICDR Regulation s. Our work was performed solely to assist the Board of Directors in meeting their responsibilies in rela on to th e compliance with the Act, the ICDR Regulations and the Guidance Note in connecon with the proposed IPO.

7. These Restated Consolidated Financial Informaon, expressed in Indian Rupees in million, has been prepared by the Companys Management from:

(a) The Audited Consolidated Financial Statements of the Company audited by us as at and for the financial year ended 31 March 2024 prepared in accordance with the Indian Accounting Standards (referred to as "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 have been approved by the Board of Directors at their meeting held on May 16,2024.

(b) The Audited Standalone Financial Statements of M/s Expression commercial LLP, a subsidiary, for the year ended March 31, 2024 prepared in accordance with the Ind AS, which have been approved by the Designated Partners of the LLP at their meeng held on May 16, 2024. The company has acquired the 99.99 % stake in Expression Commercial LLP vide agreement dated December 18, 2023.

(c) The Audited Standalone Financial Statements of the Company audited by us for the year ended March 31, 2023 prepared in accordance with the Indian Accounting Standards (referred to as "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 have been approved by the Board of Directors at their meeting held on December 27,2023. The company has given impact of Composite Scheme of Amalgama on between Sanstar Limited and Sanstar Bio Polymers Limited pursuant to order of NCLT dated November 23,2023 to give effect of such amalgama on from April 1, 2022.

(d) Audited Standalone Financial Statements of the Company as at and for the year ended March 31, 2023 and March 31, 2022, which were prepared in accordance with accounting principles generally accepted in India ("Indian GAAP") including the Companies (Accounting Standards) Rules 2006 (as amended) specified under Section 133 of the Act read with Companies (Accounts) Rules 2014 (as amended), which have been audited and reported by erstwhile Statutory Auditor M/s Kamal M Shah & Co. for the year ended March 31, 2023 and by M/s Nahta Jain & Associates, Chartered Accountants for the years ended on March 31, 2022;

(e) The financial informaon for the year ended March 31, 2023 and M arch 31, 2022 included in such restated financial informaon have been prepared by the man agement by preparing Ind-AS financial statements wherein Ind-AS transition / restatement adjustments have been made to the audited financial statements of the Company and prepared in accordance with the Indian accounting standards as no ed under Companies Act, 2013.

8. For the purpose of our examinaon, we have relied on:

a. Auditors reports issued by us, dated May 16, 2024 on the audited Consolidated financial statements as at and for the financial years ended 31 March 2024 as referred above.

b. Auditors reports issued by us, dated December 27, 2023 on the audited standalone financial statements for the year ended March 31, 2023 prepared in accordance with Indian AS including the Companies (Accounting Standards) Rules 2006 (as amended) specified under Section 133 of the Act read with Companies (Accounts) Rules 2014 (as amended), as referred above.

c. Auditors reports issued by M/s Kamal M Shah & Co, dated September 05, 2023 on the Audited Standalone Financial Statements for the financial years ended 31 March 2023 prepared in accordance with Indian GAAP including the Companies (Accounting Standards) Rules 2006 (as amended) specified under Section 133 of the Act read with Companies (Accounts) Rules 2014 (as amended), as referred above.

d. Auditors reports issued by M/s Nahta Jain and Associates, dated September 05, 2022 for the financial year ended 31 March 2022 as referred above.

Opinion

9. Based on our examinaon and according to the informa on and exp lanaons given to us for the respecve years, we report that the Restated Consolidated Financial Informaon:

a. have been prepared aer incorporang adjustments for the changes in accounng policies, material errors and regrouping/reclassi ca ons retrospectively in the financial years ended March 31, 2024, March 31, 2023, and March 31,2022 to reflect the same accounting treatment as per the accounting policies and grouping / classi caon;

b. does not contain any quali caon requiring adjustments;

c. have been prepared in accordance with the Act, ICDR Regulaons and the Guidance Note.

Emphasis of Matter

10. We draw aen on to the following ma ers included in the Auditors Report issued on May 16, 2024 for the Consolidated Financial Statements of the company for the year ended March 31, 2024, which have been reproduced as under:

a. We draw a en on to Note No. 35 to the Consolidated Financial Statements as at March 31, 2024 in respect of the Scheme of Arrangement providing the amalgamaon of Sanstar Bio Polymer Limited (Transferor Company), with Sanstar Limited (Transferee Company) and their respec ve shareholders and creditors ("the scheme") as approved by NCLT, Ahmedabad bench on November 23, 2023, in terms of the provisions of sections 230 to 232 read with sections 66 and other applicable provisions of the Companies Act, 2013. The appointed date for the amalgama on is April 01, 2022. However, the accounting treatment pursuant to the Scheme has been given effect from the date required under Ind AS-103 Business Combintions.

Accordingly, all the effects of such Scheme have been given in the consolidated financial statement of previous financial year.

b. We draw attention to note no. 41 to the Consolidated Financial Statements as at March 31, 2024 in respect of acquiring control stake of 99.99% as partners capital in Expression Commercial LLP vide agreement dated December, 18, 2023.

Our opinion is not modified in respect of these ma ers.

Other Maers

11 .As indicated in audit report referred to in paragraph 8 above, which have been reproduced as under:

a. We did not audit the Ind AS Financial statements of subsidiary for the year ended March 31, 2024, as considered in the consolidated Ind AS financial statements.

b. These financial statements of the subsidiary have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary and our report in terms of sub-sec on (3) of Secon 143 of the Act, in so far as it relates to the aforesaid en type is based solely on the reports of the other auditors.

c. The Company has adopted all the Ind AS in accordance with Ind AS 101, First-Time Adoption of Indian Accoun ng Standards for the Financial year 2022-23 for the Special purpose with respect to Inial Public Offier of Equity Share signed on November 15, 2023. Since the transion was carried out in FY 2022-23 from Indian Accounting Principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the previous GAAP, therefore reconciliations and descriptions of the effect of the transition have been given in FY 2022-23 and same has not been done in these Consolidated Financial Statements. Our opinion is not modified in respect of the above manners

12.This report should not in any way be construed as a reissuance or re-dang of any of the previo us audit reports issued by us or by other firms of Chartered Accountants, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

13.We have no responsibility to update our report for events and circumstances occurring a er the date of this report.

14.Our report is intended solely for use of the Management and for inclusion in the offer documents to be led with Securities and Exchange Board of India, relevant Stock Exchanges where the equity shares are proposed to be listed and the relevant Registrar of Companies in India, in connecon with the IPO. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in wri ng. 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 wri ng.

For, S C Bapna & Associates

Chartered Accountants

FRN: 115649W

Vijay Jain

Partner

Membership No. 420795

UDIN: 24420795BKBOGJ7117

Date: May 16, 2024

Place: Ahmedabad