Ishan International Ltd Auditor Reports

ON THE RESTATED FINANCIAL STATEMENTS OF ISHAN INTERNATIONAL LIMITED

To,

The Board of Directors,

Ishan International Limited

607, Chiranjiv Tower, Nehru Place, New Delhi 110019 India

Sub: Proposed Public Issue of 22,80,000 equity shares of face value of Rs. 10.00 each for cash at a price of Rs. 80.00 (Including Share Premium of Rs. 70.00/- per Equity Share) per Equity Share aggregating Rs. 18.24 Crores through the fixed price route.

Dear Sirs,

1) We have examined the attached Restated Summary Statements and Other Financial Information of Ishan International Limited (Formerly known as ‘Ishan International Private Limited, hereinafter referred to as "the Company") described below and annexed to this report for the financial year ended on March 31, 2022, 2021, 2020 and 2019 based on the audited financial statements for the financial year ended on March 31, 2022, 2021 and 2020 (collectively referred to as the "Restated Summary Statements" or "Restated Financial Statements") of the Company as duly approved by the Board of Directors of the Company.

2) The said Restated Financial Statements and other Financial Information have been examined and prepared for the purpose of inclusion in the Prospectus / Prospectus (collectively hereinafter referred to as "Offer Document") in connection with the proposed Initial Public Offering (IPO) of the company taking into consideration the followings and in accordance with the following requirements of:

- Section 26 of Part I of Chapter III to the Companies Act, 2013("the Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014, as amended from time to time;

- The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements Regulations),  2018 (the ‘SEBI ICDR Regulations) as amended from time to time in pursuance of Section 11 of the Securities and Exchange Board of India Act,1992;

- The Guidance Note on Reports in Company Prospectus / Prospectus (Revised) issued by the Institute of Chartered Accountants of India ("ICAI") ("Guidance Note");

- The applicable regulation of SEBI (ICDR) Regulations, 2018, as amended, and as per Schedule VI (Part A) (11) (II) of the said Regulations; and

- The terms of reference to our engagement letter with the company dated January 30, 2022 requesting us to carry out the assignment, in connection with the proposed Initial Public Offering of equity shares on the Stock Exchange. In this case the Designated Stock Exchange being EMERGE platform of NSE ("IPO" or "SME IPO").

3) These Restated Standalone Financial Information (included in Annexure 1 to 34) have been extracted by the Management of the Company from:

The Companys Financial Statements for the year ended March 31, 2022, 2021 and2020which have been approved by the Board of Directors/Shareholders at their meeting held on August 02, 2022, November 30, 2021 and December 31, 2020 respectively and books of accounts underlying those financial statements and other records of the Company, to the extent considered necessary for the preparation of the Restated Financial

Statements, are the responsibility of the Companys Management. The Financial Statement of the Company for the financial year ended March 31, 2022 has been audited by M/s Hiren Buch Associates, Chartered

Accountants and for the financial year ended March 31, 2021 and 2020has been audited by M/s. Sunil K Khanna & Co, Chartered Accountants as sole statutory auditors and had issued unqualified reports for these years.

4) In accordance with the requirement of Section 26 of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules 2014, the SEBI Regulations, the Guidance Note, as amended from time to time and in terms of our engagement agreed with you, we further report that:

(a) The Restated Statement of Assets and Liabilities as on, March 31, 2022, 2021 and 2020, examined by us, as set out in Annexure 1 to this report, is prepared by the Company and approved by the Board of Directors. These Restated Summary 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 and Notes to Accounts as set out in Annexure 4 & 4.1 to this Report.

(b) The Restated Statement of Profit and Loss of the Company for the year ended March 31, 2022, 2021 and 2020,, examined by us, as set out in Annexure 2 to this report, is prepared by the Company and approved by the Board of Directors. These Restated Summary 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 and Notes to Accounts as set out in Annexure 4 & 4.1 to this Report.

(c) The Restated Statement of Cash Flows of the Company for the year ended March 31, 2022, 2021 and 2020,, examined by us, as set out in Annexure 3 to this report, is prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Cash Flows, 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 & 4.1 to this Report.

As a result of these adjustments, the amounts reporting in the above mentioned statements are not necessarily the same as those appearing in the audited financial statements of the Company for the relevant financial years.

5) Emphasis of Matters

Emphasis of matters paragraph in the audit report dated 2nd August, 2022 issued by us for the financial year ended 31st March, 2022 a) The inventories of stock -in- Trade of Rs.1.76 Lacs represent the old stocks, however as the same of not perishable items, the management is confident of sale the stock in in due course of time. In light of this during the Period under review no provision has been made in the current period against the inventories of stock in trade. b) We draw your attention to Note 34 the financial statement; As per Ind AS 109 "Financial Instruments" the company is required to consider "Provision for Expected Credit Loss" on financial assets on the basis of expected probability of recoverability of such financial instrument.

During the year the company has provided Rs. NIL as Expected Credit Loss (ECL) and has written off in the financial statement. As per management explanations the receivables and advances of Rs.1,84,01,181/- is in dispute, and for the balance receivable and advances the management is following up with the parties and is hopeful for recovery. But in absence of adequate basis/supporting documents, we are unable to comment on the measurement of carrying amount of all the financial assets appearing in the financial statement as on 31st January 2022.

Further the company is also required to amortize financial assets as per the business model selected by the company, but in the absence of proper terms and conditions, amortization is not possible and the financial assets appear at carrying amount on 31st March,2022.

c) We draw your attention to Note No.35 of notes to account of the financial statement, balances of trade payables, trade receivables, advances received, advances given, and Balance with GST are subject to reconciliation and confirmation. The management is in the process of reconciling the same. d) The Company has not obtained registration under Professional tax act and (i) has not deducted professional tax from salaries and (ii) not paid the professional tax payable by the Company.

6) Based on the above, as per the reliance placed by us on the audited financial statements of the Company and report thereon given by the Statutory Auditor of the Company for the financial year ended March 31, 2022, 2021 and 2020 and to the best of our information and according to the explanation given to us, we are of the opinion that Restated Financial Statement:

(a) have been made 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 policies for all the reporting periods based on the significant accounting policies adopted by the Company as at March 31, 2022.

(b) have been made after incorporating adjustments for prior period and other material amounts, if any, in the respective financial years to which they relate to;

(c) do not contain any extra ordinary items that need to be disclosed separately other than those presented in the Restated Financial Statement and do not contain any qualification requiring adjustments;

(d) There are no qualifications in the Audit Reports issued by the Statutory Auditors for the financial year ended March 31, 2022, 2021 and 2020, which would require adjustments in this Restated Financial Statements of the Company.

(e) 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;

(f) Adjustments in Restated Summary Statements have been made in accordance with the correct accounting policies,

(g) There was no change in accounting policies, which needs to be adjusted in the Restated Summary Statements;

(h) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements;

(i) The Company has not paid any dividend since its incorporation.

7) We have also examined the following other Restated Financial Information as set out in the respective

Annexures to this report and forming part of the Restated Financial Statement, prepared by the management of the Company and approved by the Board of Directors/shareholders on August 02, 2022 relating to the company for the financial year ended March 31, 2022, 2021 and 2020 proposed to be included in the Prospectus ("Offer Document") for the proposed IPO:

1. Statement of Share Capital and Reserves & Surplus, as restated in Annexure 05 to this report.

2. Statement of Long Term Borrowings as restated in Annexure 06 to this report.

3. Statement of Long Term Provisions as restated in Annexure 07 to this report

4. Statement of Short Term Borrowings as restated in Annexure 08 to this report.

5. Statement of Trade Payables as restated in Annexure 09 to this report.

6. Statement of Current Liabilities as restated in Annexure 10 to this report.

7. Statement of Short Term Provisions as restated in Annexure 11 to this report.

8. Statement of Fixed Assets as restated in Annexure 12 to this report.

9. Statement of Non-Current Investments as restated in Annexure 13 to this report.

10. Statement of Long Term Loans and Advances as restated in Annexure 14 to this report.

11. Statement of Other Non- Current Assets as restated in Annexure 15 to this report.

12. Statement of Deferred Tax Asset /(Liabilities) as restated in Annexure 16 to this report.

13. Statement of Inventory as restated in Annexure 17 to this report.

14. Statement of Trade Receivables as restated in Annexure 18 to this report.

15. Statement of Cash and Cash Equivalents as restated in Annexure 19 to this report.

16. Statement of Short Term Loans & Advances as restated in Annexure 20 to this report.

17. Statement of Other Current Assets as restated in Annexure 21 to this report

18. Statement of Revenue from Operations as restated in Annexure 22 to this report.

19. Statement of Other Income as restated in Annexure 23 to this report.

20. Statement of Product wise Reporting as restated in Annexure 24 to this report.

21. Statement of Cost of purchases of services and materials as restated in Annexure 25 to this report.

22. Statement of Employee Benefit Expenses as restated in Annexure 26 to this report. 23. Statement of Finance Cost as restated in Annexure 27 to this report.

24. Statement of Other Expenses as restated in Annexure 28 to this report.

25. Statement of Dividend Declared as restated in Annexure 29 to this report.

26. Statement of Capitalization as restated in Annexure 30 to this report.

27. Statement of Tax Shelters as restated in Annexure 31 to this report.

28. Statement of Contingent Liabilities as restated in Annexure 32 to this report.

29. Statement of Foreign Currency Earning Expenditure as restated in Annexure 33 to this report.

30. Statement of Related Party Transactions as restated in Annexure 34 to this report.

31. Other Financial Information as restated in Annexure 35 to this report.

8) We, Hiren Buch Associates, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and hold a valid peer review certificate issued by the "Peer Review Board" of the ICAI. However, our certificate is under the process of renewal and we have already applied for renewal with ICAI.

9) 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.

10) This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as an opinion on any of the Standalone Financial Information referred to herein.

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

12) In our opinion, the above Restated Financial Statements contained in Annexure 1 to 35 to this report read along with the ‘Significant Accounting Policies and Notes to the Restated Standalone Financial Statements appearing in Annexure 4 after making adjustments and regrouping/reclassification as considered appropriate and have been prepared in accordance with the provisions of Section 26 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules 2014, to the extent applicable, the SEBI Regulations, the Guidance Note issued in this regard by the ICAI, as amended from time to time, and in terms of our engagement agreed with you.

13) Our report is intended solely for use of the Management and for inclusion in the offer documents in connection with the proposed SME IPO of equity shares of the Company and is not to be used, referred to or distributed for any other purpose except with our prior written consent.

For Hiren Buch Associates

Chartered Accountants

Firm Registration No.: 116131W

Chandrakant Kotian

Membership No. 046514

Partner

Date: August 02, 2022

UDIN: 22046514AQNWQD7835