Graphisads Ltd Auditor Reports

for the Restated Consolidated Financial Statements of Graphisads Limited

(formerly known as Graphisads Private Limited)

To,

The Board of Directors Graphisads Limited

AB House, 4/24A, Asaf Ali Road, New Delhi -110002

Dear Sirs,

1. We have examined the attached Restated Consolidated Financial Statement of Graphisads Limited (formerly known as "Graphisads Private Limited") (the "Company" or the "Issuer") comprising the Restated Consolidated Statement of Assets and liabilities as on March 31, 2023, as on March 31, 2022 and as on March 31, 2021, the Restated Consolidated Statements of Profit and Loss, the Restated Consolidated Cash Flow Statement for the year ended March 31, 2023, March 31, 2022 and March 31, 2021, the Summary Statement of Significant Accounting Policies and other explanatory information annexed to this report for the purpose of inclusion in the Prospectus and/or Prospectus prepared by the Company (collectively the "Restated Consolidated Summary Statements" or "Restated Consolidated Financial Statements"). These Restated Consolidated Summary

Statements have been prepared by the Company and approved by the Board of Directors of the Company in connection with the Initial Public Offering (IPO) on Emerge platform of National Stock Exchange of India Limited (NSE Emerge).

2. These Restated Consolidated Summary Statements have been prepared in accordance with the requirements of:

(i) Section 26 of Part I of Chapter III 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"); and (iii) 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").

3. The Restated Consolidated Summary Statements of the Company have been extracted by the management from the Audited Financial Statements of the Company for the year ended 31^st March 2023, 31^st March, 2022 and 31^st March 2021, which has been approved by the Board of Directors.

4. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial

Information for the purpose of inclusion in the Offer Document to be filed with Securities and Exchange Board of India, relevant stock exchanges and Registrar of Companies, Mumbai, in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Annexure IV(A)(B 1 a) to the Restated Consolidated Financial Information.

The Board of Directors of the Companys responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Board of Directors is also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

5. In accordance with the requirements of Part I of Chapter III of Act including rules made therein, ICDR Regulations, Guidance Note and Engagement Letter, we report that:

(i) The "Restated Consolidated Statement of Assets and Liabilities" as set out in Annexure 1 to this report, of the Company as at 31st March 2023, 31st March, 2022 and 31st March, 2021 are prepared by the Company and approved by the Board of Directors. These Consolidated Statement of Assets and Liabilities, 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 and Notes to Accounts as set out in Annexure 4 to this report.

(ii) The "Restated Consolidated Statement of Profit and Loss" as set out in Annexure 2 to this report, of the Company for the year ended on 31st March 2023, 31st March, 2022 and 31st March, 2021 are prepared by the Company and approved by the Board of Directors. These Consolidated Statement of Profit and Loss, 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 and Notes to Accounts as set out in Annexure 4 to this report.

(iii) The "Restated Consolidated Statement of Cash Flow" as set out in Annexure 3 to this report, of the Company for the period year ended on 31st March 2023, 31st March, 2022 and 31st March, 2021 are prepared by the Company and approved by the Board of Directors. These Consolidated 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 and Notes to Accounts as set out in Annexure 4 to this report.

6. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the audit report submitted by the other auditors for the respective years, we are of the opinion that the Restated Consolidated Financial Statements have been made after incorporating:

a) Adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively, if any, in respective financial period/years ended March 31, 2023, March 31, 2022 and March 31, 2021 to reflect the same accounting treatment as per the changed accounting policy and grouping/classifications followed as at and for the year ended March 31, 2023; 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. c) There are no extra-ordinary items that need to be disclosed separately in the accounts and qualifications requiring adjustments except as disclosed in the notes to accounts. d) 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 4 to this report. e) The Company has obtained Actuarial Valuation Report with regards to Employees Gratuity as required by Accounting Standard 15 "Employee Benefit" issued by the Institute of Chartered Accountants of India. For details, please refer to Note No. C

(3) and

(4). f) The Audit for the financial year ended March 31, 2021 was conducted by M/s. Kumar Piyush & Co, Chartered Accountants and accordingly reliance has been placed on the financial information examined by them for the said year. The financial report for financial year 2020-21 is solely based on the report submitted by them and no audit has been carried out by us. g) The Restated Financial Statements does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned in paragraph 6 above. h) 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. i) We have no responsibility to update our report for events and circumstances occurring after the date of the report.

7. For the purpose of our examination, we have relied on: a) Auditors reports issued by us for the financial year 2021-22 dated 01.09.2022 and for the financial year 2020-21, Auditors Report issued by another auditor as on 27.11.2021, on the financial statements of the Company as referred above.

b) 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 financial year ended on 31^st March 2023, 31^st March, 2022 and 31^st March, 2021 proposed to be included in the Draft Prospectus/Prospectus ("Offer Document").

Annexure of Restated Financial Statements of the Company-

1. Significant Accounting Policies and Notes to Accounts as restated in Annexure 4 to this report;

2. Details of Share Capital as Restated as appearing in Annexure 5 to this report;

3. Details of Reserves & Surplus as Restated as appearing in Annexure 6 to this report;

4. Details of Long- Term Borrowings as Restated as appearing in Annexure 7 to this report;

5. Details of Deferred Tax (Assets) / Liabilities as appearing in Annexure 8 to this report;

6. Details of Long- Term Provision as Restated as appearing in Annexure 9 to this report;

7. Details of Other Long- Term Liabilities as Restated as appearing in Annexure 10 to this report;

8. Details of Short- Term Borrowings as Restated as appearing in Annexure 11 to this report;

9. Details of Trade Payables as Restated as appearing in Annexure 12 to this report;

10. Details of Other Current Liabilities as Restated as appearing in Annexure 13 to this report; 11. Details of Short- Term Provision as Restated as appearing in Annexure 14 to this report;

12. Details of Property, Plant and Equipment and Intangible Assets as Restated as appearing in Annexure 15 to this report; 13. Details of Other Non- Current Investments as Restated as appearing in Annexure 16 to this report;

14. Details of Other Non-current Assets as Restated as appearing in Annexure 17 to this report; 15. Details of Long- Term Loans & Advances as Restated as appearing in Annexure 18 to this report; 16. Details of Inventories as Restated as appearing in Annexure 19 to this report;

17. Details of Trade Receivables as Restated enclosed as Annexure 20 to this report;

18. Details of Short- Term Loans & Advances as Restated as appearing in Annexure 21 to this report; 19. Details of Cash and Cash Equivalents as Restated enclosed as Annexure 22 to this report;

20. Details of Revenue from Operations as Restated as appearing in Annexure 23 to this report; 21. Details of Other Income as Restated as appearing in Annexure 24 to this report;

22. Details of Purchases as Restated as appearing in Annexure 25 to this report;

23. Details of Changes in Inventories of Stock-In-Trade as Restated as appearing in Annexure 26 to this report; 24. Details of Employee Benefit Expenses as Restated as appearing in Annexure 27 to this report;

25. Details of Finance Cost as Restated as appearing in Annexure 28 to this report; 26. Details of Depreciation as Restated as appearing in Annexure 15 to this report; 27. Details of Other expenses as Restated as appearing in Annexure 29 to this report; 28. Details of Prior Period Expenses as Restated as appearing in Annexure 30 to this report; 29. Details of Earning Per Share as Restated as appearing in Annexure 31 to this report;

30. Details of Summary of Accounting Ratios as Restated as appearing in Annexure 32 to this report; 31. Details of Contingent Liabilities & Commitments as appearing in Annexure 33 to this report; 32. Details of Segment Report as appearing in Annexure 34 to this report;

33. Details of Capital Management as appearing in Annexure 35 to this report; 34. Detail of Events after Reporting Data as appearing in Annexure 36 to this report;

35. Statement of Unhedged Foreign Currency Exposure as appearing in Annexure 37 to this report; 36. Details of Transactions in Foreign Currency as appearing in Annexure 38 to this report;

37. Note on COVID-19 as appearing in Annexure 39 to this report;

38. Statement of Tax Shelters as Restated as appearing in Annexure 40 to this report. 39. Statement of Ratio Analysis as Restated as appearing in Annexure 41 to this report;

40. Details of Related Parties Transactions as Restated as appearing in Annexure 42 to this report; 41. Capitalization Statement as Restated as appearing in Annexure 43 to this report;

8. Emphasis of Matter:

Attention is invited to following notes of the standalone financial statements:

(a) Annexure 6.1 regarding the other adjustments. This adjustment has been made on account of restatement of financial statements amounting to 184.51 Lakhs. This amount includes 104.29 Lakhs on account of restatement of depreciation on Property, Plant and Equipment and Intangible Assets. It also includes Gratuity of prior periods amounted to Rs. 80,21,651/- as certified by the Actuarial. (b) Annexure 27, where restatement effect of Gratuity for the year 2022-23 amounting to Rs (1.79 Lakhs) has been taken. The restatement effect of earlier years has been adjusted through reserves and surplus. (c) Annexure 29, an amount of Rs 88.31 Lakhs pertaining to Capital WIP has been written off during the financial year 2022-23. The project was started before Covid-19 but could not be continued for many business reasons.

(d) Annexure 30, Prior Period Items. The necessary adjustments have been made in the Profit and Loss account.

Our opinion is not modified in respect of above matters. Opinion

9. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the audit report submitted by the other auditors for the respective years, we report that the Restated Consolidated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively, if any in the financial years/period ended March 31, 2023, March 31, 2022 and March 31, 2021 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2023; and b) does not contain any qualifications requiring adjustments. c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

10. The Restated Financial Statements does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose interim financial statements and audited financial statements mentioned in paragraph 6 above.

11. 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.

12. We have no responsibility to update our report for events and circumstances occurring after the date of the report. c) In our opinion, the above consolidated financial information contained in Annexure 1 to 45 of this report read with the respective Significant Accounting Polices and Notes to Accounts as set out in Annexure 4 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.

Restrictions on Use d) Our report is intended solely for use of the Board of Directors for inclusion in the Prospectus and/or Prospectus to be filed with Securities and Exchange Board of India, NSE and relevant Registrar of Companies 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.

For & on Behalf of

BAS & Co. LLP

Chartered Accountants

FRN 323347E/E300008

(Ritika Agarwal)

Membership No: 527731

Date: 29-08-2023

Place: New Delhi

UDIN: 23527731BGUAZN1682