Sheel Biotech Ltd Auditor Reports

on the Restated Statement of Assets and Liabilities as at May 31, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Statement of Profit and Loss, Restated Statement of Cash flows, Other Explanatory Information for the period ended May 31, 2024 and years ended March 31, 2024, March 31, 2023 and March 31, 2022, Summary Statement of Material Accounting Policies for the period ended May 31, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 of Sheel Biotech Limited (collectively, the "Restated Financial Information")

To

The Board of Directors

Sheel Biotech Limited 8 Balaji Estates, 2nd Floor,

Block-C, Guru Ravidas Marg,

Kalkaji, South Delhi, New Delhi - 110019

Dear Sir,

Reference: Proposed Issue of Equity Shares of Sheel Biotech Limited

We have examined the attached Restated Financial Statements of Sheel Biotech Limited (hereinafter referred to as "the Company" or "Issuer"). These comprise:

• The Restated Statement of Assets and Liabilities as of May 31, 2024, March 31, 2024, March 31, 2023, and March 31, 2022.

• The Restated Statement of Profit & Loss for the periods ended May 31, 2024 and for years ended as on March 31, 2024, March 31, 2023, and March 31, 2022.

• The Restated Cash Flow Statement for the period ended May 31, 2024 and for the years ended March 31, 2024, March 31, 2023, and March 31, 2022.

• The Statement of Significant Accounting Policies and other explanatory information. (Collectively referred to as the "Restated Financial Statements.")

These financial statements have been approved by the Board of Directors at their meeting held on October 28, 2024, for inclusion in the Draft Letter of Offer (collectively referred to as the "Offer Documents") in connection with the Companys proposed Initial Public Offering (IPO) of its equity shares, each with a face value of ?10, aggregating to 54,00,000 equity shares.

The Restated Financial Statements have been prepared by the Company in accordance with the requirements of

a) the Sub-section (1) of Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");

b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations"); and

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

2. The Companys Board of Directors are responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the LOF to be filed with Securities and Exchange Board of India ("SEBI"), National Stock Exchange of India Limited ("NSE"), Emerge Platform in connection with the Initial Public Issue. The Restated Financial Information have been prepared by the management of the Company in accordance with the basis of preparation stated in Note 1 to the Restated Financial Information. The Board of Directors of the Company are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors of the Company are responsible for identifying and ensuring that the complies with the Act, SEBI ICDR Regulations and the Guidance Note.

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 July 26, 2024 and request letter dated 14^th October, 2024, in connection with the Initial Public Office Issue of the Company;

b) The Guidance Note also requires that we comply with the ethical requirements as stated in the Code of Ethics issued by the ICAI

c) Concepts of test check 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 SEBI ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the Initial Public offer.

4. These Restated Financial Information have been compiled by the management from:

a) Audited financial statements of the Company as at May 31, 2024, March 31, 2024, March 31, 2023, and March 31, 2022 prepared in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act, which have been approved by the Board of Directors at their meeting held as follows :-

S.No. Audited financial statements	Date of Board Meeting in which approved
1. As at 31st May, 2024	9th October, 2024
2. As at 31st March, 2024	29th June 2024
3. As at 31st March, 2023	04th September, 2023
4. As at 31st March, 2022	05th September , 2022

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

Auditors report issued by Statutory Auditor dated 09^th October, 2024, 29^th June 2024, 04^th September 2023 and 05^th September, 2022 on the financial statements of the Company as at May 31, 2024, March 31, 2024, March 31, 2023, and March 31, 2022 as referred in Paragraph 4 above.

Based on our examination and according to the information and explanation given to us, we report that the Restated Financial Statement

a) Have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial period/years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any;

b) Do not contain any modification which requires adjustment

c) 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 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 period ended May, 31, 2024 and financial year ended March 31, 2024, March 31, 2023, and March 31, 2022 proposed to be included in the Offer Document for the proposed of Initial Public Offer Issue.

Opinion

In our opinion and to the best of information and explanation provided to us, the Restated Financial Statement of the Company, read with significant accounting policies and notes to accounts are prepared after providing appropriate adjustments and regroupings as considered appropriate.

We, M/s. Rajan K Gupta & Co LLP, 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.

The preparation and presentation of the 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.

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 any other Firm of Chartered Accountants nor should this report be constructed as a new opinion on any of the financial statements referred to therein.

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

In our opinion, the above Financial Statements along with Notes of this report read with the respective Significant Accounting Polices and Notes to Accounts are prepared after regrouping as considered appropriate and have been prepared in accordance with the Companies Act, ICDR Regulations, Engagement Letter and Guidance Note.

Restriction on Use

Our report is intended sorely for use of the management and for inclusion in the Offer Document in connection with the Proposed Initial Public Issue 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 Rajan K Gupta & Co LLP

Chartered Accountants

FRN 005945C/C400352

Rajan Gupta

(Partner)

M.No. 074696

Place: Ghaziabad

Dated: 28.10.2024

UDIN : 24074696BKBOUL8676