Pelatro Ltd Auditor Reports

INDEPENDENT AUDITORS EXAMINATION REPORT ON CONSOLIDATED AND STANDALONE RESTATED FINANCIAL INFORMATION

To

The Board of Directors,

Pelatro Limited

[formerly known as Pelatro Private Limited],

403, 7th A Main, HRBR Layout 1st Block,

Bangalore 560043.

Karnataka, India.

Dear Sirs,

1. We have examined the attached Restated Consolidated and Standalone Financial Information of M/s Pelatro Limited [formerly known as Pelatro Private Limited] ("Company" or the "Issuer"), and its wholly owned subsidiary (company and its subsidiary together referred to as the "Group"), comprising the Restated Consolidated Statement uf Assets and Liabilities as at 31^Jl Match, 2024, the Restated Consolidated Statement of Profit and Loss (including other comprehensive income), the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Statement of Cash Flows for the year ended 31^st March, 2024, and the notes to the financial statements including material accounting policies and other explanatory information of the group, Restated Standalone Statement of Assets and Liabilities as at 31^st March, 2024, 31^st March, 2023 and 31^st March, 2022 the Restated Standalone Statement of Profit and Loss (including other comprehensive income), the Restated Standalone Statement of Changes in Equity, the Restated Standalone Statement of Cash Flows fox die yeai ended 31^ut Maicli, 2024,31^tl March, 2023 and 31" March, 2022 and the notes to the financial statements including material accounting policies and other explanatory information of the Company (collectively, the "Restated Consolidated and Standalone Financial Information), as approved by the Board of Directors of die Company at dieir meeting held on 12^th June, 2024 for the purpose of inclusion in the addendum to Draft Red Herring Prospectus ("DHRP"), Red Herring Prospectus ("RHP") and Prospectus (herein after referred as "Offer Document") prepared by the Company in connection with its proposed Initial Public Offer in the emerge platform of die NSE through a fresh issue of equity shares ("Proposed 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 (the "SEBI ICDR Regulations" or ICDR Regulations); and

c. 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 is responsible for the preparation of the Restated Consolidated and Standalone Financial Information for the purpose of inclusion in the addendum to DRHP, RHP and Prospectus to be filed with Securities and Exchange Board of India, the Emerge Platform of National Stock Exchange of India Limited ("Stock Exchange") in connection with the proposed IPO. The Restated Consolidated and Standalone Financial Information have been prepared by the management of the Company on the basis of preparation stated in note 2 to the Restated Consolidated and Standalone Financial Information. The responsibility of respective Board of Directors of the companies, included in the Group includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated and Standalone Financial Information. The respective Board of Directors are also responsible for identifying and ensuring that the Group complies with tine Act, ICDR Regulations and the Guidance Note.

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

a. The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 10^th April, 2024 in connection with the proposed IPO of equity of the Issuer;

b. The Guidance Note also requires that we comply with the ethical requirements of die 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 Consolidated and Standalone Financial Information; and

d. The requirements of Section 26 of die Act and die 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. These Restated Consolidated and Standalone Financial Information have been compiled by the management from

a. Audited consolidated financial statements of the Group for the year ended 31^st March 2024 prepared in accordance with the 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 (the "Consolidated Financial Statements"), which have been approved by the Board of Directors at their meetings held on 10^th June, 2024 and

b. Audited standalone financial statements of the Company for the year ended 31^st March, 2024, 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, and Audited standalone financial statements of the Company for the years 31^st March 2023 and 31 March 2022 prepared in accordance with the Accounting Standards (referred to as "AS") as prescribed under Section 133 of the Act read widi Companies (Accounts) Rules 2014, as amended, and other accounting principles generally accepted in India (the "Standalone Financial Statements") which have been approved by the Board of Directors at their meetings held on 10^th June, 2024, 4^th September, 2023 and 1^st September, 2022 respectively

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

a. auditors report issued by us dated 10^l1, June, 2024 on the Consolidated Financial Statements of the Group as at and for the year ended 31^st March. 2024 as referred in paragraph 4(a) above, and

b. auditors reports issued by us dated 10^Ul June, 2024, 4^Ul September, 2023 and l^il September, 2022 on the Standalone Financial Statements of the Company as at and for the years ended 31^st March, 2024, 31^st March, 2023 and 31^st March, 2022 respectively as referred in paragraph 4(b) above.

6. The auditors report on the Consolidated and Standalone financial statements of the Group and the Company included the following emphasis of matter / Report under other legal and regulatory requirements / CARO 2020

As at and the for the year ending 31^st March 2024

(a) Emphasis of Matter:

i. Note no 1(B) to the Consolidated Ind-AS Financial Statements, which indicates that the Subsidiarys current liabilities exceeded its current assets by Rs.2,639.06 [in Lakhs] and net capital deficiency of Rs.1,895,73 [in Lakhs]. As stated in the Note 1(b), these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Subsidiarys ability to continue as a going concern.

ii. Note No. 8.1 & 8.2 of the Consolidated Financial Statements regarding export receivables receivable from Genexx Pvt. Ltd. transferred to Pelatro Limited, UK.

(b) Para 2(b) Report under other legal and regulatory requirements

In our opinion, proper books of account as required by Law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph below on reporting under Rule 11(g).

(c) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 Clause (vi) -

Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year (except for the period from 01-04-2023 to 20-04-2023) for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

Id) CARO 2020

Clause xx - in our opinion and according to the information and explanations given to us and based on our examination of the records, the Company is required to transfer unspent amount of INR 1,025.22 thousand to Institute of Information Technology, Madras, a fund specified in Schedule VII to the Companies Act, within a period of six months of the expiry of the financial year in compliance with second proviso Lo sub-section (5) of section 135 of the said Act.

7. Based on our examination and according to the information and explanation given Lo us, we report that the Restated Consolidated and Standalone Financial Information:

a. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial years ended 31^st March, 2023 and 31^st March, 2022 to reflect the Same

accounting treatment as per the material accounting policies and grouping / classifications followed as at and for the year ended 31^st March, 2024; and

b. have been prepared in accordance with the Act, the SEBIICDR Regulations and the Guidance Note.

8. The Restated Consolidated and Standalone Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited consolidated and standalone financial statements mentioned in paragraph 4 above.

9. 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.

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

11. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP, RHP and Prospectus to be filed with SEBI, ROC Karnataka and the Stock Exchange in connection with the proposed TPO Onr 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.