Sedemac Mechatronics Ltd Auditor Reports

The Board of Directors

SEDEMAC Mechatronics Limited (formerly Known as SEDEMAC Mechatronics Private Limited)

Survey No. 270/1/A/2, Pallod Farms, Baner Road, Baner, Pune - 411045

Dear Sirs,

1. We, B S R & Co. LLP, Chartered Accountants have examined the attached restated financial information of SEDEMAC Mechatronics Limited (formerly known as SEDEMAC Mechatronics Private Limited) (the "Company") comprising the Restated Statement of Assets and Liabilities as at 30 June 2025, 31 March 2025, 31 March 2024 and 31 March 2023, the Restated Statements of Profit and Loss (including other comprehensive income), the Restated Statement of Changes in Equity, the Restated Statement of Cash Flows for the three months period ended 30 June 2025 and for years ended 31 March 2025, 31 March 2024 and 31 March 2023, the material accounting policies, and other explanatory information (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 03 November 2025 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") 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"); b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI") (the "Guidance Note"); and d) E-mail dated October 28, 2021 from Securities and Exchange Board of India ("SEBI") to Association of Investment Bankers of India, instructing lead managers to ensure that companies provide financial statements prepared in accordance with Indian Accounting Standards (Ind-AS) for all the three years and stub period (hereinafter referred to as the "the SEBI e-mail").

2. The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the DRHP to be filed with SEBI, BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE", together with BSE the "Stock Exchanges"), in connection with the proposed IPO. The Restated Financial Information have been prepared by the management of the Company on the basis of preparation stated in note 2.1 to the Restated Financial Information. The responsibility of Board of Directors of the Company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note and the SEBI e-mail.

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 9 October 2025 in connection with the proposed IPO of equity shares of the Company; b) The Guidance Note. 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 Information; and d) The requirements of Section 26 of the Act and the ICDR Regulations and SEBI e-mail. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations, the Guidance Note and the SEBI e-mail in connection with the proposed IPO.

4. These Restated Financial Information have been compiled by the management from: a) Audited special purpose interim financial statements of the Company as at and for the three months period ended 30 June 2025 prepared in accordance with the basis of preparation as stated in note 2.1 to the special purpose interim financial statements, which have been approved by the Board of Directors at their meeting held on 3 November 2025; b) Audited financial statements of the Company as at and for the year ended 31 March 2025, prepared in accordance with Indian Accounting Standards ("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 meetings held on 25 August 2025; c) Audited special purpose Ind AS financial statements of the Company as at and for the years ended 31 March 2024 and 31 March 2023, which were prepared by the Company after taking into consideration the requirements of the SEBI e-mail and were approved by the Board of Directors at their Board meeting held on 3 November 2025. The audited special purpose Ind AS financial statements as at and for the year ended 31 March 2024 have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101 consistent with that used at the date of transition to Ind AS (1 April 2023) and as per the presentation, accounting policies and grouping/classifications followed as at and for three months period ended 30 June 2025.

Similarly, the audited special purpose Ind AS financial statements as at and for the year ended 31 March 2023 have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101 consistent with that used at the date of transition to Ind AS (1 April 2023) and as per the presentation, accounting policies and grouping/classifications followed as at and for period ended 30 June 2025.

5. For the purpose of our examination, we have relied on: a) Auditors report issued by us dated 3 November 2025 on the special purpose financial statements of the Company as at and for the three months period ended 30 June 2025 as referred in Paragraph 4 (a) above b) Auditors report issued by us dated 25 August 2025 on the Ind AS financial statements of the Company as at and for the year ended 31 March 2025 as referred in Paragraph 4 (b) above. c) Auditors reports issued by us dated 3 November 2025 on the special purpose Ind AS financial statements of the Company as at and for the years ended 31 March 2024 and 31 March 2023 as referred in Paragraph 4 (c) above.

6. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Information: a. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended 31 March 2025, 31 March 2024 and 31 March 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the three months period ended 30 June 2025; b. does not contain any modification requiring adjustments. However, matters in the Auditors report, which do not require any corrective adjustments in the Restated Financial Information have been disclosed in Part B of Annexure VI of the Restated Financial Information; and c. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note and the SEBI e-mail.

7. We have not audited any financial statements of the Company as of any date or for any period subsequent to 30 June 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Company as of any date or for any period subsequent to 30 June 2025.

8. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the financial statements mentioned in paragraph 5 above.

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

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 for inclusion in the DRHP to be filed with SEBI and Stock Exchanges, in connection with the proposed IPO. 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 B S R & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 101248W/W-100022
Kalpesh Khandelwal
Partner
Membership Number: 133124
ICAI UDIN: 25133124BMJHZW1984
Place : Pune
Date: 03 November 2025