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Veegaland Developers Ltd Auditor Reports

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Veegaland Developers Ltd Share Price Auditors Report

<dhhead-INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED</dhhead-

FINANCIAL INFORMATION

To,

The Board of Directors,

Veegaland Developers Limited

XXXV/564, E-26, 4th floor, K C F Tower,

Bharath Matha College Road,

Kakkanad, Thrikkakara,

Ernakulam- 682 021 Kerala, India

Dear Sirs / Madam,

1. We have examined the attached Restated Financial Information of Veegaland Developers Limited (formerly known as Veegaland Developers Private Limited) (the "Company" or the "Issuer") comprising the Restated Statement of Assets and Liabilities as at September

30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, and the Restated Statement of Profit and Loss (including other comprehensive income), the Restated Statement of Changes in Equity and the Restated Statement of Cash Flows for the six months period ended September 30, 2025 and for the years ended March 31, 2025, March

31, 2024 and March 31, 2023, the Summary of Material Accounting Policies, and other explanatory information (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company in their meeting held on November 20, 2025 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") and Prospectus (collectively referred to as "Issue Documents") prepared by the Company in connection with the proposed Initial Public Offer of equity shares of the Company ("IPO") prepared in terms of the requirements of:

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 ("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 "ICAI Guidance Note").

2. The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Issue Documents to be filed with the Registrar of Companies, Ernakulam, Securities and Exchange Board of India (SEBI) and relevant stock exchanges where the equity shares of the Company are proposed to be listed ("Stock Exchanges"), in connection with the IPO. The Restated Financial Information have been prepared by the management of the Company on the Basis of Preparation stated in Note No. 2.1 to the Restated Financial Information. The responsibility of the 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, SEBI ICDR Regulations and the ICAI 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 September 25, 2025 in connection with the proposed IPO.

b) the ICAI Guidance Note. The ICAI 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.

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 your compliance with the Act, the SEBI ICDR Regulations and the ICAI Guidance Note in connection with the IPO.

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

a) the audited Special Purpose Interim Financial Statements of the Company as at and for the six months period ended September 30, 2025 prepared in accordance with the Indian Accounting Standards (Ind AS), prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India (the "Special Purpose Interim Financial Statements") which have been approved by the Board of Directors in their meeting held on November 20, 2025.

b) audited financial statements of the Company as at and for the year ended March 31, 2025 prepared in accordance with the Ind AS, prescribed under Section 133 of the Act read with the 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 meeting held on August 27, 2025. The comparative information as at and for the year ended March 31, 2024 included in the audited financial statements have been prepared by making Ind AS adjustments to the audited financial statements of the Company as at and for the year ended March 31, 2024, prepared in accordance with the accounting standards notified under the Section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021, as amended ("Indian GAAP") which have been approved by the Board of Directors at their meeting held on September 3, 2024.

c) the audited Special Purpose Comparative Ind AS Financial Statements of the Company as at and for the year ended March 31, 2023, prepared in accordance with the Indian Accounting Standards (Ind AS), prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India (the "Special Purpose Comparative Ind AS Financial Statements") which have been approved by the Board of Directors in their meeting held on November 20, 2025.

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

a) Auditors report issued by us dated November 20, 2025 on the Special Purpose Interim Financial Statements of the Company as at and for the six months period ended September 30, 2025 as referred to in paragraph 4(a) above, which included Emphasis of Matter and Other Matters paragraphs as reproduced below:

Emphasis of Matter

"We draw attention to Note No. 2.1 to the Special Purpose Interim Financial Statements, which describes the basis of preparation in accordance with the measurement and recognition principles of Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). As stated therein, the comparative financial information has not been included in the Special Purpose Interim Financial Statements. Only a complete set of financial statements together with comparative financial information can provide a fair presentation of the Companys state of affairs, profit, changes in equity and cash flows.

Our opinion is not modified in respect of the above matter."

Other Matters

"These Special Purpose Interim Financial Statements are prepared solely to meet the requirements of preparation of the Restated Financial Information for the six months period ended September 30, 2025 and the years ended March 31, 2025, March 31, 2024 and March 31, 2023 as required under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), as amended from time to time.

Our opinion is not modified in respect of the above matter."

b) Auditors report issued by us dated August 27, 2025 on the Financial Statements of the Company as at and for the year ended March 31, 2025, which includes comparative information as at and for the year ended March 31, 2024 as referred to in paragraph 4(b) above; and

c) Auditors report issued by us dated November 20, 2025 on the Special Purpose Comparative Ind AS Financial Statements of the Company as at and for the year ended March 31, 2023 as referred to in paragraph 4(c) above, which included Emphasis of Matter and Other Matters paragraphs as reproduced below:

Emphasis of Matter

"We draw attention to Note No. 2.1 to the Special Purpose Comparative Ind AS Financial Statements, which describes the basis of preparation in accordance with the measurement and recognition principles of Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and further states that the comparative financial information has not been included in these Special Purpose Comparative Ind AS Financial Statements. Only a complete set of financial statements together with comparative financial information can provide a fair presentation of the Companys state of affairs, profit, changes in equity and cash flows.

As stated therein, the transition date, for the purpose of preparation of Special Purpose Comparative Ind AS Financial Statements is considered as April 1, 2022 which is different from the transition date adopted by the Company at the time of first time transition to Ind AS (i.e. April 1, 2023) for the purpose of preparation of Statutory audited Ind AS Financial Statements for the year ended March 31, 2025, as required under the Act. Accordingly, for the purpose of preparation of Special Purpose Comparative Ind AS Financial Statements, the Company has applied the same accounting policy and accounting policy choices (Both mandatory exceptions and optional exemptions availed as per Ind AS 101, as applicable) as on April 1, 2022 as initially adopted on transition date i.e.April 1, 2023 for the purpose of preparation of Special Purpose Comparative Ind AS Financial Statements.

Our opinion is not modified in respect of the above matters."

Other Matters

"These Special Purpose Comparative Ind AS Financial Statements are prepared solely to meet the requirements of preparation of the Restated Financial Information for the six months period ended September 30, 2025 and the years ended March 31, 2025, March 31, 2024 and March 31, 2023, as required under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, ("SEBI ICDR Regulations"), as amended from time to time. These financial statements have been prepared by making Ind AS adjustments to the audited Indian GAAP financial statements of the Company as at and for the year ended March 31, 2023, which have been approved by the Board of Directors at their meeting held on August 24, 2023.

Our opinion is not modified in respect of this matter."

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

a. the Restated Financial Information have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications, as applicable, retrospectively in the financial years ended March 31, 2025, 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 six months period ended September 30, 2025;

b. the Restated Financial Information have been prepared after incorporating Ind AS adjustments to the audited Indian GAAP financial statements as at and for the year ended March 31, 2023 as per the audited Special Purpose Comparative Ind AS Financial Statements and as described in Note No. 2.1 to the Restated Financial Information;

c. there are no modifications in the auditors report on the audited Special Purpose Interim Financial Statements of the Company for the six months period ended September 30, 2025, or in the auditors report on the audited Financial Statements of the Company as at and for the year ended March 31, 2025 or in the auditors report on the audited Financial Statements of the Company as at and for the year ended March 31, 2024 dated September 3, 2024 or in the auditors report on the audited Special Purpose Comparative Ind AS Financial Statements for the year ended March 31, 2023, which requires any adjustment to the Restated Financial Information. Further the matter(s) giving rise to Emphasis of Matter paragraph and Other Matters paragraph mentioned in Para 5 above does not require any adjustments; and

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

7. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the report on the audited Special Purpose Interim Financial Statements of the Company as at and for the six months period ended September 30, 2025, the audited financial statements of the Company as at and for the year ended March 31, 2025, and March 31, 2024 and the audited Special Purpose Comparative Ind AS Financial Statements as at and for the year ended March 31, 2023, mentioned in paragraph 4 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, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

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

10. Our report is intended solely for use of the Board of Directors for inclusion in the Issue documents to be filed with SEBI, the stock exchanges and Registrar of Companies, Ernakulam 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.

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