VMS TMT Ltd Auditor Reports

To

The Board of Directors VMS TMT Limited

Survey No 214, Bhayla Village,

Near Water Tank Bavla,

Bhayla, Ahmedabad Gujarat, India - 382220

Dear Sirs/Madam,

1) We have examined the attached Restated Financial Statement of VMS TMT Limited, (the "Company" or the "Issuer"), comprising the Restated Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and March 31,2022, the Restated Statement of Profit and Loss (including Other Comprehensive Income), Restated Statement of Changes in Equity and Restated Statement of Cash Flows for the period ended March 31, 2024, March 31, 2023 and March 31, 2022, and the Summary of Significant Accounting Policies and other explanatory information (collectively, the Restated Financial Information), as approved by the Board of Directors of the Company at their meeting held on September 19, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("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 ("ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) (as amended) issued by the Institute of Chartered Accountants of India ("ICAI"), (the "Guidance Note").

Managements Responsibility for the Restated Financial Information

2) The preparation of the Restated financial Information, which are to be included in the DRFIP to be filed with SEBI and the Stock Exchanges in connection with the proposed IPO is the responsibility of the Management of the Company. The Restated Financial Information have been prepared by the Management of the Company on the basis of preparation, as stated in Note 2 to the Restated Financial Statements. The Managements responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Management is also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

Auditors Responsibilities

3) We have examined such Restated Financial Statements taking into consideration:

a) The terms of reference and terms of our engagement agreed with you vide our engagement letter dated August 12, 2024, requesting us to carry out the assignment, in connection with the proposed IPO of the Company;

b) The Guidance Note also requires that we comply with ethical requirements of the Code of Ethics Issued by ICAI.

c) Concepts of test checks and materiality to obtain reasonable assurance based on the 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 Offer.

Restated Financial Statements

4) These Restated Financial Information have been compiled by the management from the Audited Ind AS financial statements of the company as at and for the years ended 31 March 2024, 31 March 2023 and 31 March 2022 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with 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 July 18, 2024, August 21, 2023 and May 19, 2022 respectively.

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

a) Auditors Report issued by us, dated July 18, 2024 on the Ind AS financial statements of the company for the financial year ended March 31, 2024.

b) Auditors Report issued by the previous auditors, M/s. Sunil Poddar & Co on the Ind AS financial statements for the financial years ended March 31, 2023 and March 31, 2022 dated August 21, 2023 and May 19, 2022 respectively.

6) Based on our examination and according to the information and explanations given to us, we report that Restated financial Statements of the Company:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial year ended March 31, 2024, March 31, 2023 and March 31, 2022.

b) does not contain any qualification requiring adjustments.

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

7) These Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates for the Audited Financial Statements mentioned in the 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) We confirm that pursuant to a peer review process conducted by Institute of Chartered Accountants of India ("ICAI"), we hold a valid Peer Review certificate, bearing certificate number 014609, issued by the peer review board of the ICAI and are eligible to certify the financial information as per the requirements of the ICDR Regulations. The validity of the peer review certificate is September 30, 2025.

11) Our report is intended solely for the use of the Board of Directors for inclusion in the DRHP to be filed with SEBI and the Stock Exchanges in connection with the proposed Offer. Our report should not be used, referred to, or distributed for any other purpose. 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.

M/s. SURESH CHANDRA & ASSOCIATES

Chartered Accountants

Firm Registration No: 001359N

CA Shyamsunder Nanwal

Partner

Membership No. 128896

UDIN: 24128896BKBOYB3177

Date: September 19, 2024

Place: Ahmedabad