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Sotefin Bharat Ltd Auditor Reports

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Sotefin Bharat Ltd Share Price Auditors Report

ON RESTATED FINANCIAL INFORMATION

To,

The Board of Directors

Sotefin Bharat Limited (Formerly known as Sotefin Bharat Private Limited and Sotefin Parking Private Limited)

72/B, Barakhola Kalikapur Kolkata West Bengal, 700099 (the “Company”)

Dear Sirs,

1. We, S S Kothari Mehta & Co. LLP, Chartered Accountants, statutory auditors of the Company have examined the Restated Financial Information of Sotefin Bharat Limited (Formerly known as Sotefin Bharat Private Limited and Sotefin Parking Private Limited)) (the “Company”) which comprise of the Restated Statement of Assets and Liabilities of the Company as at three months period ended June 30, 2025, for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Statement of Profit and Loss, the Restated Statement of Cash Flows for the three months period ended June 30, 2025, for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, and the notes to the restated financial statements along with the statement of Significant accounting policies and other explanatory information (collectively, the “Restated Financial Information”) as approved by the Board of Directors of the Company (the “Board of Directors”) at their meeting held on December 20, 2025 for the purpose of inclusion in the draft red Herring prospectus (“DRHP”), red herring prospectus (“RHP”) and prospectus (collectively, the “Issue Documents”), prepared by the Company in connection with its proposed SME Initial Public Offer of equity shares of face value of Re. 10 each (“Issue”) prepared in accordance of the requirements of:

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

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("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”), (the “Guidance Note”).

Managements Responsibility for the Restated Financial Statements

2. The Companys management is responsible for the preparation of the Restated Financial Information which have been approved by Board of Directors for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India (“SEBI”) with Emerge Platform of BSE Limited (“BSE Emerge”) (the “Stock Exchange”) (collectively, the “Stock Exchanges”) where the equity shares of the Company are proposed to be listed in connection with the proposed Issue and the RHP and Prospectus to be filed with SEBI and Registrar of Companies, West Bengal at Kolkata (the “RoC”). The Restated Financial Information have been prepared by the management of the Company of the Company in accordance with the basis of preparation stated in note 2.01 of Annexure IV to the Restated Financial Information.

The management of the Company is responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The management of the Company is also responsible for identifying and ensuring that the Company complies with the Companies Act, the SEBI 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 our engagement agreed upon with you in accordance with our engagement letter dated June 9, 2025, in connection with the proposed Issue 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 Companies Act and the SEBI ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Companies Act, the SEBI ICDR Regulations and the Guidance Note in connection with the proposed Issue of equity shares of the Company.

Restated Financial Information

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

i. the audited Special Purpose Interim Financial statement, of the company as at and for the three months period ended June 30, 2025, prepared in accordance with Accounting Standard (“AS”) as prescribed under section 133 of the Companies Act read with the Companies (Accounting Standards) Rules 2021, as amended and other accounting principles generally accepted in India which has been approved by the Board of Directors at their meeting held on December 20, 2025 (“Special Purpose Interim Financial Statements”).

ii. the audited Financial statement as at and for the year ended March 31, 2025, prepared in accordance with Accounting Standard (“AS”) as prescribed under section 133 of the Companies Act read with the Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles generally accepted in India which has been approved by the Board of Directors at their meeting held on September 4, 2025 (“the Audited Financial Statements”); and

iii. the audited Special Purpose Financial statement as at and for the year ended March 31, 2024 and March 31, 2023 prepared in accordance with Accounting Standard (“AS”) as prescribed under section 133 of the Companies Act read with the Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles generally accepted in India which has been approved by the Board of Directors at their meeting held on December 20, 2025 (“the Special Purpose Financial Statements”).

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

a) Auditors report issued by us dated December 20, 2025, on the Special Purpose Interim Financial statement as at and for the three months period ended June 30, 2025, as referred in Paragraph 4 (i) above.

b) Auditors reports issued by us dated September 4, 2025, on the Financial Statement as at and for the year ended March 31, 2025, as referred in Paragraph 4 (ii) above.

c) Auditors report issued by us dated December 20, 2025, on the Special Purpose Financial statement as at and for the year ended March 31, 2024, and March 31, 2023, as referred in Paragraph 4 (iii) above.

Opinion

6. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Information which comprise of the Restated Statement of Assets and Liabilities of the Company as at three months period ended June 30, 2025, for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Statement of Profit and Loss, the Restated Statement of Cash Flows for the three months period ended June 30, 2025, for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, and the notes to the restated financial statements along with the statement of Significant accounting policies and other explanatory information:-

a. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years as at and for the year ended March 31, 2024 and March 31, 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 June 30, 2025, as at and for the year ended March 31, 2025;

b. do not contain any qualifications requiring adjustments. However, those qualifications / observations in the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Companies Act and reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) which do not require any corrective adjustments in the Restated Financial Information have been disclosed in Note 45 to the Restated Financial Information; and

c. have been prepared in accordance with the Companies Act, SEBI ICDR Regulations and the Guidance Note.

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

8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements, Issued by ICAI. We hereby confirm that while providing this certificate we have complied with the Code of Ethics issued by the Institute of Chartered Accountants of India.

9. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Special Purpose Interim Financial Statement, Special Purpose Financial Statement and audited Financial Statement mentioned in paragraph 4 above.

10. 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 Information referred to herein.

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

12. Our report is intended solely for use of the Board of Directors for inclusion in the Issue Document to be filed with SEBI and the Stock exchanges as applicable in connection with the proposed Issue. 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 S S KOTHARI MEHTA & CO. LLP
Chartered Accountants
Firm Registration No. 000756N / N500441
Jalaj Soni
Partner
Membership No.:528799
UDIN: 25528799ZDBXRB7518
Place: New Delhi
Date: December 20, 2025

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