Shellz India Ltd Auditor Reports

INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED FINANCIAL

INFORMATION

(As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies (Prospectus and

Allotment of Securities) Rules, 2014)

To,

The Board of Directors,

Shellz India Limited,

39/35, 2nd Floor, Main Rohtak Road, Near Shivaji Park Metro Station, West Punjabi Bagh, Shivaji Park (West Delhi), West Delhi, Delhi - 110026, India

Dear Sir,

1. We have examined the attached Restated Financial Information of Shellz India Limited (hereinafter referred as "the Company ") (the "Company" [or the "Issuer"]) and its subsidiary Shellz Overseas Private Limited comprising the Restated Consolidated Statement of Assets and Liabilities as at June 30,2026, March 31, 2026, Restated Standalone Statement of Assets and Liabilities as at March 31, 2025 & March 31, 2024 and the Restated Consolidated Statement of Profit & Loss and the Restated Consolidated Cash Flow Statement for the Financial Period ended on June 30,2026, March 31, 2026, Restated Standalone Statement of Profit & Loss and the Restated Standalone Cash Flow Statement for March 31, 2025 & March 31, 2024, the Summary statement of Significant Accounting Policies and other explanatory Information (Collectively the Restated Financial Information) as approved by the Board of Directors in their meeting held on September 25, 2026 for the purpose of inclusion in the Red Herring Prospectus/Red Herring Prospectus ("DRHP/RHP) 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 and 32 of Part I of Chapter III of the Companies Act, 2013 ("the Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014;

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements Regulations),2018 (the ‘SEBI ICDR Regulations) as amended from time to time in pursuance of Section 11 of the Securities and Exchange Board of India Act, 1992

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").

d) The terms of reference to our engagement letter with the company dated December 12, 2024 requesting us to carry out the assignment, in connection with the proposed Initial Public Offering of equity shares on SME Platform of BSE Limited ("IPO" or "SME IPO")

2. The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the offer document to be filed with Stock Exchange, Securities and Exchange Board of India, and Registrar of Companies, Delhi in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company for the Financials Period ended on March 31, 2026 and Restated Standalone Financial Information have been prepared by the management of the Company for the Financials Period ended on March 31, 2025 & March 31, 2024 on the basis of preparation stated in ANNEXURE -IV to the Restated Financial Information. 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 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.

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 December 12, 2024 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 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.

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

a) Audited consolidated financials as at and for the period ended June 30, 2026 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 and which have been approved by the board of directors at their meeting held on September 22, 2026.

b) Audited Financial Statement for the financial year ended March 31, 2026, March 31, 2025 & 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 and which have been approved by the board of directors.

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

a) Auditors Report issued by us dated September 22, 2026, September 06, 2026 and September 07, 2025 for period ended June 30,2026, March 31, 2026 and for year ended 31 March 2025.

b) Auditors Report issued by previous auditor Kumar V & Associates dated September 28, 2024 for year ended March 31, 2024.

c) The audits for the financial years ended March 31, 2024 were conducted by the Companys previous auditors. The Previous auditor is not in the position to examine the restated statement of assets and liabilities and the restated statements of profit and loss and cash flow statements, the Summary Statement of Significant Accounting Policies, and other explanatory information and (collectively, the "2024 Restated Financial Information"). We have performed adequate procedures to Restate the Financial Information for the said years.

6. There were no qualifications in the Audit report issues by us on the financial statements as at and for the year ended June 30, 2026, March 31, 2026, March 31, 2025 and March 31, 2024.

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

a) The Restated Financial Information or Restated Summary Financial Statement 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) The Restated Financial Information or Restated Summary Financial Statement have been made after incorporating adjustments for prior period and other material amounts in the respective financial years to which they relate and there are no qualifications which require adjustments;

c) Extra-ordinary items that need to be disclosed separately in the accounts has been disclosed wherever required;

d) There were no qualifications in the Audit Reports issued by RSAV & Company for the Year Ended on June 30, 2026, March 31, 2026 & March 31, 2025.

e) 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;

f) Adjustments in Restated Financial Information or Restated Summary Financial Statement have been made in accordance with the correct accounting policies,

g) There was no change in accounting policies, which needs to be adjusted in the Restated Financial Information or Restated Summary Financial Statement;

h) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Information or Restated Summary Financial Statement.

i) The Company has not paid any dividend since its incorporation.

j) The related party transaction for purchase & sales of services entered by the company are at arms length.

8. 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 Consolidated Statement of Assets and Liabilities" and "Restated Standalone Statement of Assets and Liabilities" as set out in ANNEXURE -I to this report, of the Company as at Year Ended on June 30, 2026, March 31, 2026, March 31, 2025, March 31, 2024, is prepared by the Company and approved by the Board of Directors. These Restated Summary 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 Consolidated Statement of Profit and Loss" and "Restated Standalone Statement of Profit and Loss" as set out in ANNEXURE -II to this report, of the Company for Year/Period Ended on June 30, 2026, March 31, 2026, March 31, 2025, & March 31, 2024 is prepared by the Company and approved by the Board of Directors. These Restated Summary 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 Consolidated Statement of Cash Flow" and "Restated Standalone Statement of Cash Flow "as set out in ANNEXURE -III to this report, of the Company for the Year Ended on June 30,

2026, March 31, 2026, March 31, 2025, & 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.

9. 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 the Year Ended on June 30, 2026, March 31, 2026, March 31, 2025 & March 31, 2024 proposed to be included in the Draft Prospectus / Prospectus ("Offer Document") for the proposed IPO.

Restated Statement of Share Capital, Reserves and Surplus	Note - I.1 & I.2
Restated Statement of Long-Term Borrowings	Note - 1.3
Restated Statement of Other Non-Current Liabilities	Note - 1.4
Restated Statement of Deferred Tax Liabilities	Note - 1.5
Restated Statement of Long-Term Provisions	Note - 1.6
Restated Statement of Short-Term Borrowings	Note - 1.7
Restated Statement of Trade Payables	Note - 1.8
Restated Statement of Other Current Liabilities and Short-Term Provisions	Note - I.9 & Note - I.10
Restated Statement of Fixed Assets	Note - I.11
Restated Statement of Non-Current Investments	Note - I.12
Restated Statement of Long-Term Loans & Advances	Note - I.13
Restated Statement of Other Non-Current Assets	Note - I.14
Restated Statement of Current Investments	Note - I.15
Restated Statement of Inventories	Note - I.16
Restated Statement of Trade Receivables	Note - I.17
Restated Statement of Cash & Cash Equivalents	Note - I.18
Restated Statement of Short-Term Loans & Advances	Note - I.19
Restated Statement of Other Current Assets	Note - I.20
Restated Statement of Revenue from Operations	Note - II. 1
Restated Statement of Other Income	Note - II.2
Restated Statement of Cost of Material Consumed	Note - II.3
Restated Statement of Changes in Inventories of Finished goods, WIP & Stock in Trade	Note - II.4
Restated Statement of Employee Benefit Expenses	Note - II.5
Restated Statement of Finance Cost	Note - II.6
Restated Statement of Depreciation & Amortisation	Note - II.7
Restated Statement of Other Expenses	Note - II.8
Restated Statement of Deferred Tax Charge	Note -- II.9
Restated Statement of Earnings per Share	Note -- II.10
Restated Statement of Other Disclosure to the Restated Financial	Note - V
Restated Statement of Statement of Accounting & Other Ratios	Note - VI
Restated Statement of Capitalization	Note - VII
Restated Statement of Tax Shelter	Note - VIII
Restated statement of Related party transaction	Note - IX
Restated statement of Dividend	Note - X
Restated statement of Change in Significant Accounting Policies	Note - XI
Restated statement of Contingent Liabilities	Note - XII
Restated Statement of Para 2 Disclosure	Note-XIII

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

10. We, M/s. RSAV & COMPANY, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and hold a valid peer review certificate issued by the "Peer Review Board" of the ICAI.

11. The preparation and presentation of the Financial Statements referred to above are based on the 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 construed as a new opinion on any of the financial statements referred to therein.

12. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose interim consolidated financial statements and consolidated financial statements.

13. In our opinion, the above financial information contained in ANNEXURE -I to XIII of this report read with the respective Significant Accounting Polices and Notes to Accounts as set out in ANNEXURE - IV are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Companies Act, ICDR Regulations, Engagement Letter and Guidance Note.

Our report is intended solely for use of the Board of Directors for inclusion in the DRHP/RHP to be filed with Securities and Exchange Board of India, SME platform of BSE limited and Registrar of Companies, 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.