Z-Tech (India) Ltd Auditor Reports

To, The Board of Directors of Z TECH INDIA LIMITED

PLOT 140 KHASRA NO 249 MANGLA PURI GADAIPUR

NEW DELHI DL 110030

Dear Sir,

Reference: - Proposed Public Issue of Equity Shares of Z TECH INDIA LIMITED

1. We have examined the attached Restated Standalone Financial Statement of Z TECH INDIA LIMITED (hereunder referred to "the Company", "Issuer") comprising the Restated Standalone

Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023, March 31, 2022, and March 31, 2021, the Restated Standalone Statement of Profit & Loss, the Restated Standalone Cash Flow Statement for the Period/year ended March 31, 2024, March 31, 2023, March 31, 2022, and March 31, 2021, the statement of Significant Accounting Policies and other explanatory Information (Collectively the Restated Standalone Financial Statement ) as approved by the Board of Directors in their meeting held on 12^th Febuary, 2024 for the purpose of inclusion in the Draft

Red Herring Prospectus ("DRHP") in connection with its proposed Initial Public Offering (IPO) of equity shares, prepared by the Company in connection with its Initial Public Offer of Equity Shares (IPO) prepared in terms of the requirement of:-

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (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 2020) issued by the Institute of

Chartered Accountants of India as amended from time to time. ("The Guidance Note")

2. The Companys Board of Directors are responsible for the preparation of the Restated Standalone

Financial Statement for the purpose of inclusion in the DRHP to be filed with Stock Exchange, Securities and Exchange Board of India, and Registrar of Companies, of relevant state in connection with the proposed IPO. The Restated Standalone Financial Statements have been prepared by the management of the Company for the period/year ended on March 31, 2024, March 31, 2023, March 31, 2022, and March 31, 2021, on the basis of notes to restatement in Notes 32 to 42 to the Restated Standalone Financial Statement. The Board of Directors responsibility includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Standalone Financial Statement.

3. We have examined such Restated Standalone Financial Statement taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 17^th January, 2024 in connection with the proposed IPO of equity shares of the Company;

b) 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 Standalone 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 IPO.

4. This Restated Standalone Financial Statements have been compiled by the management from the Audited Standalone financial statements of the company as at and for the period/year ended on March 31, 2024, March 31, 2023, March 31, 2022, and March 31, 2021, prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India.

5. For the purpose of our examination, we have relied on Auditors Report issued by the Auditor M/s. Neha Chandra & Associates (the "Previous Auditors") dated 30^th Novmber, 2021 and 30^th

August, 2022 for the year ended March 31, 2021, and March 31, 2022 respectively. Auditor Report ended March 31, 2023 and Interim financial period ended March 31, 2024 audited by M/s.

P J M & Associates ("Previous Auditor") vide report dated 04^th September, 2023 and 15^th December, 2024 respectively.

6. The modification in restated financials were carried out based on the modified reports, if any, issued by Previous Auditor which is giving rise to modifications on the financial statements as at and for the period/years ended March 31, 2024, March 31, 2023, March 31, 2022 and March 31, 2021.

a) The Restated Standalone Financial Statement have been made after incorporating 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) The Restated Standalone Financial Statement have been made after incorporating adjustments for prior period and other material amounts in the respective financial year to which they relate;

c) Extra-ordinary items that need to be disclosed separately in the accounts has been disclosed wherever required;

d) 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 as set out in Note 1 to this report;

e) Adjustments in Restated Standalone Financial Statement have been made in accordance with the correct accounting policies;

f) There was no change in accounting policies, which needs to be adjusted in the Restated Standalone

Financial Statement;

g) There are no revaluation reserves, which need to be disclosed separately in the Restated Standalone Financial Statement;

h) The Company has not paid any dividend during FY 2020-21, FY 2021-22, FY 2022-23 & for period ended 31.03.2024

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

a) The "Restated Standalone Statement of Assets and Liabilities" of the Company as at March 31, 2024, March 31, 2023, March 31, 2022, and March 31, 2021, is prepared by the Company and approved by the Board of Directors. These Restated Standalone Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies as set out in Note 1 to this Report.

b) The "Restated Standalone Statement of Profit and Loss" of the Company for Financial period/year ended March 31, 2024, March 31, 2023, March 31, 2022, and March 31, 2021, is prepared by the Company and approved by the Board of Directors. These Restated Standalone Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies as set out in Note 1 to this Report.

c) The "Restated Standalone Statement of Cash Flow" of the Company for Financial period/year ended March 31, 2024, March 31, 2023, March 31, 2022, and March 31, 2021, is prepared by the Company and approved by the Board of Directors. These Statement of Cash Flow, as restated have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies as set out in Note 1 to this Report.

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 Financial period/year ended March 31, 2024, March 31, 2023, March 31, 2022, and March 31, 2021, proposed to be included in the DRHP for the proposed IPO.

Restated Standalone Statement of Share Capital	2
Restated Standalone Statement of Reserves and Surplus	Note 3
Restated Standalone Statement of Long Term and Short-Term Borrowings/ Statement of principle Term of Secured loan and Assets charges as security and Statement of term & Condition of unsecured Loans.	Note 4 & 7
Restated Standalone Statement of Deferred Tax (Assets) / Liabilities	Note 5
Restated Standalone Statement of Trade Payables	Note 8
Restated Standalone Statement of Other Current Liabilities	Note 9
Restated Standalone Statement of Long-Term and Short-Term Provisions	Note 6 & 10
Restated Standalone Statement of Property, Plant and Equipment and Intangible	Note 11
Assets
Restated Standalone Statement of Non-Current Investment	Note 12
Restated Standalone Statement of Other Non-Current Assets	Note 13
Restated Standalone Statement of Inventories	14
Restated Standalone Statement of Trade Receivables	15
Restated Standalone Statement of Cash & Cash Equivalents	Note 16
Restated Standalone Statement of Short-Term Loans and Advances	Note 17
Restated Standalone Statement of Other Current Assets	Note 18
Restated Standalone Statement of Revenue from Operations	Note 19
Restated Standalone Statement of Other Income	Note 20
Restated Standalone Statement of Cost of Material Consumed	Note 21
Restated Standalone Statement of Employee Benefits Expenses	Note 22
Restated Standalone Statement of Finance Cost	Note 23
Restated Standalone Statement of Depreciation & Amortization	Note 11
Restated Standalone Statement of Other Expenses	Note 24
Material Adjustments to the Restated Standalone Financial	Note 31,32 & 33
Restated Standalone Statement of Significant Accounting Ratios	Note 30
Restated Disclosure under AS-15 Employee Benefits	Note42
Restated Standalone Statement of Related Party Transaction	Note 29
Other Notes	Note 25 to 28, 34 to41
Significant Accounting Policy and Notes to The Restated Standalone Financial Statements	Note 1

In our opinion and to the best of information and explanation provided to us, the Restated Standalone Financial Statement of the Company, read with significant accounting policies as appearing in Note 1 are prepared after providing appropriate adjustments and regroupings as considered appropriate.

We, M/s. N A V & Co, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and our peer Review Certificate is valid as on the date of signing of this report.

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.

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.

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

In our opinion, the above Standalone Financial Statements along with Notes 2 to 42 of this report read with the respective Significant Accounting Polices as set out in Note 1 is prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Companies Act, ICDR Regulations, Engagement Letter and Guidance Note issued by ICAI.

Our report is intended solely for use of the management and for inclusion in the DRHP in connection with the Proposed SME IPO of Equity Shares of the Company and our report should not be used, referred to or distributed for any other purpose without our prior consent in writing.

For M/S. N A V & CO. Chartered Accountant FRN: 023868N

Sd/-

(CA. Priya Kumari) Partner M. No.: 445211 Place: Delhi Date: 21.05.204 UDIN: 24445211BKFFLT7426