Vision Infra Equipment Solutions Ltd Auditor Reports

To

The Board of Directors

Vision Infra Equipment Solutions Limited

Shop No 401-405, Bhawani International Business Bay,

Bhavani Peth, Pune, Maharastra-411042

Dear Sirs,

1. We have examined the attached Restated Consolidated Financial Statements of VISION INFRA EQUIPMENT SOLUTIONS LIMITED (hereinafter referred to as "the Company") (formed by conversion of a partnership firm i.e. "M/s Vision Infra", under the provisions of Companies Act, 2013 on January 12, 2024) comprising the Restated Standalone Statement of Assets and Liabilities as at March 31, 2023 & 2022 and the Restated Consolidated Statement of Assets and Liabilities for the financial year ended on March 31, 2024, the Restated Standalone Statements of Profit and Loss, the Restated Standalone Cash Flow Statement for the period ended March 31, 2023 and March 31, 2022 and the Restated Consolidated Statements of Profit and Loss, the Restated Consolidated Cash Flow Statement for the financial years ended on March 31, 2024, the Summary Statement of Significant Accounting Policies, the Notes and Annexures as forming part of these Restated Financial Statements (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 31^st August, 2024, for the purpose of inclusion in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus ("Draft Offer Document/Offer Document") prepared by the Company in connection with its proposed SME Initial Public.

These Restatement Summary Statements for offer of equity shares ("SME IPO") prepared in accordance with the requirements of:

(i) sub-clauses (i) and (iii) of clause (b) of sub-section (1) of section 26 of the Companies Act, 2013 ("the Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014;

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, as amended ("ICDR Regulations") and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI")

(iii) The terms of reference to our engagements with the Company letter dated 12^th December, 2023 requesting us to carry out the assignment, in connection with the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus being issued by the Company for its proposed Initial Public Offering of equity shares in Emerge Platform of relevant stock Exchange. ("IPO" or "SME IPO"); and

(iv) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note")

2. The Companys Board of Directors are responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Draft Offer Document/ Offer Document to be filed with Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies, Pune in connection with the proposed SME IPO. The Restated Financial Information has been prepared by the management of the Company on the basis of preparation stated in Annexure IV of the Restated Financial Information. The Board of Directors responsibility includes designing implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors is also responsible for identifying and ensuring that the Company complies with the Companies Act, (ICDR) Regulations and the Guidance Note.

3. We, M/s A D V & Associates Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds the peer review certificate dated 25 January, 2022 valid till 31 January, 2025. We confirm that there is no express refusal by the peer review board of ICAI to renew the certificate and the process to renew the peer review certificate has been initiated by us.

4. These Restated Financial Statement have been compiled by the management of the company from:

a) Audited Consolidated Financial Statements of the company as at and for the year ended 31st March, 2024 and Audited Standalone Financial Statements of the company as at and for the year ended 31st March, 2023 and 31^st march 2022 prepared in accordance with Accounting Standard as specified under section 133 of the Act and other accounting principles generally accepted in India which have been approved by the Board of Directors.

b) The Consolidated Financial Statements include financial statements and other financial information in relation to Subsidiary partnership firm which was audited by M/s P.M. Bhandari & Co, details of which are as follows:

5. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and Engagement Letter, we report that:

(i) The "restated statement of asset and liabilities" of the Company as at March 31, 2024, March 31, 2023, and March 31, 2022 examined by us, as set out in Annexure I to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(ii) The "restated statement of profit and loss" of the Company for the year ended on March 31, 2024, March 31, 2023, and March 31, 2022 examined by us, as set out in Annexure II to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(iii) The "restated statement of cash flows" of the Company for the year ended on March 31, 2024, March 31, 2023, and March 31, 2022 examined by us, as set out in Annexure III to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to restated summary statements to this report.

6. Based on our examination, we are of the opinion that the restated financial statements have been prepared after incorporating:

a) 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) Adjustments for prior period and other material amounts in the respective financial years/period to which they relate and there are no qualifications which require adjustments. And

c) There are no extra-ordinary items that need to be disclosed separately in the accounts and qualifications requiring adjustments

d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the financial year ended on March 31, 2024, 31st March 2023 and 2022 which would require adjustments in this Restated Financial Statements of the Company.

e) These 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.

7. Audit for the period ended March 31, 2024 was conducted by us, whereas audit for the period ended March 31, 2023, March 31, 2022 was conducted by M/s P.M. Bhandari & Co. The financial report included for these periods is based solely on the report submitted by M/s P.M. Bhandari & Co for March 2023 & March 2022. Further financial statements for period ended on March 31, 2024 have been reaudited by us as per the relevant guidelines.

8. 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 March 31,2024, March 31, 2023, And March 31, 2022 proposed to be included in the Draft Offer Document/ Offer Document.

34. Capitalisation statement as at 31st March, 2023 as restated as appearing in ANNEXURE XXXIIII to this report;

35. Statement of accounting ratios & additional Information as restated as appearing in ANNEXURE XXXIV to this report,

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

10. The preparation and presentation of the Financial Statements referred to above are based on the Audited 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.

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

13. In our opinion, the above financial information contained in Annexure I to XXXIV of this report read with the respective significant accounting policies and notes to restated summary statements as set out in Annexure IV are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note.

14. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Offer Document/ Offer Document in connection with the SME IPO. Our report should not be used, referred to or adjusted for any other purpose except with our 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.