Vishal Nirmiti Ltd Auditor Reports

INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED FINANCIAL INFORMATION

To

The Board of Directors Vishal Nirmiti Limited

(Formerly known as Vishal Nirmiti Private Limited) 303,17 Elphinstone House, Marzban Road, New Empire Cinema, Fort, Mumbai, Maharashtra, India-400001

Dear Sirs/Madam,

1. We, Samria Kabra & Associates, Chartered Accountants, ("We") have examined the attached Restated Financial Information of Vishal Nirmiti Limited (formerly known as Vishal Nirmiti Private Limited) (hereinafter referred as the "Company" or "Issuer") comprising the Restated Statement of Assets and Liabilities as at September 30, 2025, March 31, 2025, March 31, 2024, and March 31, 2023, the Restated Statement of Profit and Loss (including Other Comprehensive Income), Restated Statement of Changes in Equity, Restated Statement of Cash Flows for the six month period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024, March 31, 2023 including a summary of material accounting policies and other explanatory information. The above are collectively referred to as the "Restated Financial Information" and have been approved by the Board of Directors of the Company at their meeting held on December 22, 2025 and annexed to this Report for the purpose of inclusion in the draft red herring prospectus ("DRHP") prepared by the Management of the Company (the "Management") in connection with its proposed initial public offer ("IPO") of equity shares prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act") read with relevant rules issued thereunder, each as amended from time to time;

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

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"); and

d) Email dated October 28, 2021 from the Securities and Exchange Board of India (SEBI) to Association of Investment Bankers of India ("SEBI Communication")

Managements Responsibility:

2. The Companys Management and the Board of Directors are responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India ("SEBI"), National Stock Exchange of India Limited and BSE Limited (collectively, the "Stock Exchanges") in connection with the proposed IPO. The Restated Financial Information has been prepared by the Management as stated in note 2.1 to the Restated Financial Information. The Management and the Board of Directors of the Company are responsible for designing, implementing and maintaining adequate internal controls relevant to the preparation and presentation of the Restated Financial Information. The Management and the Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, the SEBI ICDR Regulations, the Guidance Note and the SEBI Communication.

Auditors Responsibility:

3. We have examined the aforesaid 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 1, 2025 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) Concept 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 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 Guidance Note in connection with the IPO.

Restated Financial Information:

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

a) Audited Special Purpose Interim Ind AS Financial Statements of the Company as at and for the six-month period ended September 30, 2025, prepared in accordance with recognition and measurement principles of Indian Accounting Standards as prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, which have been approved by the Board of Directors at their meeting held on December 22, 2025,

b) Audited Financial Statements of the Company as at and for the year ended March 31, 2025, prepared in accordance with recognition and measurement principles of Indian Accounting Standards as prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, which have been approved by the Board of Directors at their meeting held on August 29, 2025,

c) Audited Special Purpose Ind AS Financial Statements of the Company as at and for the year ended March 31, 2024, prepared in accordance with recognition and measurement principles of Indian Accounting Standards, as prescribed under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules 2015, as amended ("Ind AS"), which have been approved by the Board of Directors at their meeting held on September 26, 2025,

d) Audited Special Purpose Ind AS Financial Statements of the Company as at and for the year ended March 31, 2023, prepared in accordance with recognition and measurement principles of Indian Accounting Standards, as prescribed under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules 2015, as amended ("Ind AS"), which have been approved by the Board of Directors at their meeting held on September 26, 2025.

The Audited Special Purpose Financial Statements have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) consistent with that used at the date of transition to Ind AS (April 01, 2023) and as per the presentation, accounting policies and grouping/classifications including Revised Schedule III disclosures followed as at and for year ended March 31, 2025, in accordance with Ind AS, approved by the Board of Directors in its meeting held on September 26, 2025.

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

a) Auditors report dated December 22, 2025, issued by us on the interim Audited Ind AS Financial Statements of the Company as at and for the six-month period ended September 30, 2025, as referred in paragraph 4 (a) above; and

b) Auditors report dated August 29, 2025, issued by us on the Audited Ind AS Financial Statements of the Company as at and for the year ended March 31, 2025, as referred in paragraph 4 (b) above; and

c) Auditors reports issued by us, dated September 26, 2025, on the Audited Special Purpose Ind AS Financial Statements of the Company as at and for the year ended March 31, 2024, and March, 31, 2023 as referred in paragraph 4 (c) & 4 (d) above.

d) The audit was conducted by us, and accordingly reliance has been placed on the statements of assets and liabilities and statement of profit and loss, the material accounting policies and other explanatory information (collectively, the Audited Financial Statements) examined by us as at and for the year ended March 31, 2024 and March 31, 2023.

6. The audit reports on the financial statements were not modified and included following matter(s) as at and for the six-month period ended September 30, 2025 and as at and for the financial year ended March 31, 2025, March 31, 2024 & March 31, 2023.:

i. The Restated Financial Information have been prepared after incorporating adjustments for the changes in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods;

ii. The Restated Financial Information have been prepared after incorporating adjustments for prior period(s) and other material amounts in the respective financial years to which they relate and there are no qualifications which require adjustments;

iii. Extra-ordinary items that need to be disclosed separately in the accounts have been disclosed wherever required;

iv. There were no qualifications in the Audit Reports issued by us for the six-month period ended September 30, 2025 and financial years ended March 31, 2025, March 31, 2024, & March 31, 2023 which would require adjustments in these Restated Financial Information of the Company;

v. 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 Material Accounting Polices and Notes to Accounts as set out in Annexure-V to this report;

vi. Adjustments in Restated Financial Information have been made in accordance with the correct accounting policies,

vii. There was no change in accounting policies, which needs to be adjusted in the Restated Financial Information.

viii. There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Information.

Conclusion

7. In accordance with the requirements of Part I of Chapter III of the Act including rules made there under, ICDR Regulations, Guidance Note and Engagement Letter, we report that Restated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023 and the same accounting treatment as per the accounting policies and grouping/classifications have been followed as at and for the six-month period ended September 30, 2025.

b) do not require any adjustment for modification as there is no modification in the underlying audit reports; and

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

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.

9. The Restated Financial Information do not reflect the effects of events that might have occurred subsequent to the respective dates of the reports on the audited financial statements, as mentioned in above paragraphs.

10. This examination report should not in any way be construed as a reissuance or re-dating of any of the audit reports issued by us nor should this examination report be construed as a new opinion on any of the financial statements referred to herein.

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

Restriction on use

12. Our examination report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with the SEBI, and the Stock Exchanges, as applicable in connection with the proposed IPO. Our examination 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 towards any other person relying on the same without our prior consent in writing.

	For, Samria Kabra & Associates
	Chartered Accountants
	FRN: 109043W
	CA D. S. Kabra
	Partner
Place: Mumbai	Membership No.: 17741
Date: 22/12/2025	UDIN: 25017741EATLHA3333