Techera Engineering India Ltd Auditor Reports

a. 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 from time to time in pursuance of provisions of Securities and Exchange Board of India Act, 1992 ("ICDR Regulations"); and

3. The Restated Financial Statements have been prepared by the management of the Company as per the basis of preparation para stated in Annexure 1 & 2 to the Restated Financial Statements. The Restated Financial Statements have been prepared by making adjustments (refer annexure 3A) to the audited financial statements of the Company for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 as prepared in accordance with accounting principles generally accepted in India at the relevant time and approved by the Company in its board meetings held on September 02, 2024, September 15, 2023 and August 04, 2022 respectively. 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 Statements. The Board of Directors of the Company are also responsible for identifying and ensuring that the Company complies with the Act, the ICDR Regulations and the Guidance Note.

4. We have examined such Restated Financial Statements taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated November 23, 2023 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 Statements; 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 proposed IPO of equity shares of the Company.

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

Audited Financial Statements for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 that have been audited by D A S K & Associates chartered accountants and accordingly reliance has been placed on the financial information examined by them for the said years. The Financial Report included for these years is based solely on the report submitted by them. However, we have carried out the re-audit of the financial statements for the years ended March 31, 2024 and March 31, 2023 as required by SEBI regulations.

6. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Statements have been prepared after incorporating adjustments for:

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

b) prior period and other material amount in the respective financial years to which they relate;

c) extra-ordinary items, if any, that needs to be disclosed separately in the accounts requiring adjustments;

d) qualifications in the Audit Reports issued by Statutory Auditor, however, there were no qualification in the Audit Reports issued by Statutory Auditor for the years ended March 31, 2024, March 31, 2023 and March 31, 2022; and

(i) Clause (i)(b) - As per AS 10 - Property, Plant and Equipment, during the year, the company has written off assets amounting to Rs. 12,40,990 since it was not in active use during the year and no future economic benefit were expected from its use.

(ii) Clause (x)(c) - The company has issued and allotted 11,99,000, 0.01% Compulsory Convertible Preference Shares of Rs. 100 each and 4,347 Equity Shares of Rs. 10 each at premium of Rs. 13 each to Maharashtra Defence and Aerospace Venture Fund through its Investment Manager M/S IDBI Capital Markets & Securities Limited pursuant to Subscription Cum Share Holders Agreement. As per the shareholders agreement the utilization of funds were supposed to be 85.24% towards capacity expansion and 14.76% towards working capital. During the year it was identified that the funds were utilized 22.06% towards capacity expansion and 77.94% towards working capital.

7. The Restated Financial Statements do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned in paragraph 3 above.

8. 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 and other auditors, 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 Prospectus to be filed with NSE Emerge Platform of Stock Exchanges, and Registrar of Companies, Pune in connection with the proposed IPO. Our report should not be used, referred to or distributed or 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 NKSC & Co.

Chartered Accountants

Firm Registration No.: 020076N

CA Priyank Goyal

Partner

Membership No.: 521986 UDIN: 24521986BKFKWP5091

Date: September 11, 2024 Place: New Delhi