Auditor Report of VVIP Infratech Ltd.

Mar 31, 2025

We have audited the accompanying Standalone financial statements of VVIP INFRATECH LIMITED,
formerly known as VIBHOR VAIBHAV INFRA PRIVATE LIMITED ("the Company"), which comprise
the standalone Balance Sheet as at March, 31, 2025, the standalone Statement of Profit and Loss
and the standalone statement of Cash Flows for the year then ended and a notes to standalone
financial statements including a summary of the significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act,
2013 ("the Act") in the manner so required and give a true and fair view in conformity with
accounting standards generally accepted in India, of the state of affairs of the Company as at 31
March 2025, and its profit and loss and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibilities under those SAs are further described in the
Auditor''s Responsibilities for the Audit of the standalone Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the standalone financial statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion on the standalone financial
statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the standalone financial statements of the current period.

We have not determined any matters to be the Key audit matters to be communicated in our
report.

OTHER INFORMATION

The Company''s Management and Board of Directors are responsible for the other information. The
other information comprises the information included in the Company''s annual report, but does
not include the standalone financial statements and auditor''s report(s) thereon. The Company''s
annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we
will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read
the other information identified above when it becomes available and, in doing so, consider
whether the other information is materially inconsistent with the standalone financial statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The management and Board of Directors of the Company are responsible for the matters stated in
Section 134(5) of the Companies Act, 2013 (''the act'') with respect to the preparation of these
standalone financial statements that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the accounting principles
generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; design,
implementation and maintenance of adequate internal financial controls, that are operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are
responsible for assessing the Company''s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing
the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITY

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements. We conducted our
audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.

Those Standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether standalone financial statements are free from
material misstatement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3X0 of the
Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company''s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are reguired to draw attention in our auditor''s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor''s report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with -
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of the
current period and are therefore the key audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the
Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A"
a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable

2. As required by section 143(3) of the Act, we further report that:

a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company
so far as appears from our examination of those books;

c) The company does not have any branch office, accounts of which have been audited by
person other than company''s auditor under section 143(8) of the Companies Act 2013.
Hence clause (c) of section 143 (3) does not apply to the company.

d) The standalone Balance Sheet, The standalone Statement of Profit and Loss, and the
standalone Cash Flow Statement dealt with by this Report are in agreement with the books
of account;

e) In our opinion, the aforesaid Standalone financial statements comply with the applicable
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules 2014;

f) There are no observations or comments on the financial transactions or matters which have
an adverse effect on the functioning of the company.

g) On the basis of written representations received from the directors as on March 31, 2025
taken on record by the Board of Directors, none of the directors is disqualified as on March
31, 2025 from being appointed as a director in terms of Section 164(2) of the Act;

h) There are no qualifications, reservations or adverse remark relating to maintenance of
accounts and other matters connected therewith.

i) With respect to the adequacy of the internal financial controls over financial reporting of

the company and the operating effectiveness of the Company''s internal financial controls,
refer to "Annexure B".

j) With respect to the other matters to be included in the Auditor''s Report in accordance with
requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our
information and according to the explanation given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of section 197
of the Act.

k) With respect to the other matters to be included in the Auditor''s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanation given to us;

i. The Company does not have any pending litigations which would impact its financial
position.

ii. The Company did not have any long-term contracts including derivative contracts;
as such the question of commenting on any material foreseeable losses thereon
does not arise.

iii. There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the company.

iv. (a) The Management has represented, that, to the best of its knowledge and belief,
no funds have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of Funds) by the company to or to any
other persons or entities including foreign entities with the understanding whether
recorded in writing or otherwise that the intermediary shall, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the company or provide any guarantee, security or the like on behalf of
the ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief,
no funds have been received by the company from any persons or entity including
foreign entities with the understanding, whether recorded in writing or otherwise,
that the company shall directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the funding Party or

provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable
and appropriate in the circumstances, nothing has come to our notice that caused
us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as

provided under sub clause (a) and (b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year as per section
123 of the Companies Act 2013.

vi. Based on our examination which included test checks, the Company has used
accounting software for maintaining its books of account, which have a feature of
recording audit trail (edit log) facility for all relevant transactions recorded in the
respective software.

Further, for the periods where audit trail (edit log) facility was enabled, we did not

For Rishi Kapoor & Company
Chartered Accountants
FRNo. 006615C

(Rishi Kapoor)
Partner
M.No.075483

Place: Ghaziabad

Date :26/05/2025

UDIN: 25075483BMHZJG6549

---

Mar 31, 2024

VVIP INFRATECH LIMITED

(Formerly known as “Vibhor Vaibhav Infra Private Limited”)

Fifth Floor, VVIP Style, NH-58 Raj Nagar Extension Ghaziabad-201017

1. We have examined the attached Restated Standalone Financial Statements of WIP Infratech Limited (formerly known as “Vibhor Vaibhav Infra Private Limited”) (hereinafter referred as the “Company” or “Issuer”) comprising of 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 and Loss and the Restated Cash Flow Statement for the year ended March 31,2024, March 31,2023, March 31, 2022, March 31, 2021, the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively referred to as , the “Restated Standalone Financial Statements”), as approved by the Board of Directors of the Company at their meeting held on July 1, 2024 for the purpose of inclusion in the Red Herring Prospectus (“RHP”) prepared by the Company in connection with its proposed Initial Public Offer of equity shares (“IPO”) on Emerge Platform of Bombay Stock Exchange of India Limited (“BSE”) prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the CompaniesAct,2013 as amended ("the Act") read with Rules 4 to 6 of the Companies (Prospectus and Allotment of Securities) Rules,2014 (the “Rules”)

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time pursuant to the provisions of the Securities and Exchange Board of India ,1992 ("the SEBI ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”) as amended from time to time (“the Guidance Note”).

2. The Company’s Board of Directors is responsible for the preparation of the Restated Standalone Financial Statements for the purpose of inclusion in the RHP to be filed with Securities and Exchange Board of India, Bombay Stock Exchange of India, and Registrar of Companies, Kanpur in connection with the proposed IPO. The Restated Financial Information have been prepared by the Management of the company. The responsibility of the Board of Directors of the company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Standalone Financial Statements. The Board of Directors are also responsible for identifying and ensuring that the company complies with the Act, ICDR Regulations and the Guidance Note read with the SEBI Communication, as applicable.

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

a) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

b) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and

c) 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. These Restated Financial Information have been prepared and compiled by the management from:

a) The Audited Standalone financial statements of the company for the year ended 31, March 2024 are prepared in accordance with accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, (“Indian GAAP”) read with the Companies (Accounting Standards) Rules, 2015, as amended which have been approved by the Board of Directors at their meetings held on June 25, 2024.

b) The Audited Standalone financial statements of the company for the years ended March 31,2023, March 31,2022 and March 31,2021 are prepared in accordance with accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, (“ Indian GAAP”) read with the Companies (Accounting Standards) Rules, 2015, as amended which have been approved by the Board of Directors at their meetings held on August 14, 2023, September 02,2022 and November 02, 2021, respectively.

c) The Restated Standalone Financial Statement does not include the profits from Partnership Firms for the year ended March 31, 2024 from VVIPL BCPL-JV, VVIP KKR-JV, KVS (JV) and KIPL VVIP (JV).

5. Our Work has been carried out in accordance with the Standards on Auditing under section 143 (10) of the Act, Guidance Note on reports in Company Prospectus (Revised 2016) and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India and pursuant to the requirements of Section 26 of the Act read with applicable rules and ICDR Regulations. This work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act and the ICDR Regulations in connection with the issue.

Opinion

6. In accordance with the requirements of Section 26 of Part I of Chapter III of the Act read with the Rules, the ICDR Regulations and the Guidance Note, we have examined the Restated Standalone Financial Information of the company which have been arrived after making adjustments and regrouping/reclassifications, which in our opinion were appropriate, and have been fully described in Annexure 5: Notes on Adjustments made in Restated Standalone Financial and based on our examination, we report that:

i. 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 examined by us, as set out in Annexure 1 to this report, have been arrived at after making adjustments and regrouping/reclassifications as in our opinion were appropriate.

ii. The Restated Standalone Statement of Profit and Loss of the Company, for the years ended March 31, 2024, March 31, 2023, March 31, 2022 and March 31, 2021 examined by us, as set out in Annexure 2 to this report, have been arrived at after making adjustments and regrouping/reclassifications as in our opinion were appropriate and more fully described in Annexure 5.

iii. The Restated Standalone Statement of Cash Flows of the Company, for the years ended March 31, 2024, March 31, 2023, March 31, 2022 and March 31, 2021, examined by us, as set out in Annexure 3 to this report, have been arrived at after making adjustments and regrouping/reclassifications as in our opinion^fwgre appropriate and more fully described in Annexure 5.

7. Based on the above and according to the information and explanations given to us, we further report that the Restated Standalone Financial Information of the Company, as attached to this report and as mentioned in paragraph 7 above, read with Notes on Adjustments for Restatement of Standalone Profit and Loss (Annexure 5), Significant Accounting Policies and Notes forming part of the Financial Information (Annexure 4) have been prepared in accordance with the Act, the Rules, and the ICDR Regulations and ;

a. Have been made after incorporating adjustments for the changes in accounting policies of the company in respective financial years to reflect the same accounting treatment as per the changed accounting policy for all the reporting years;

b. Have been made after incorporating adjustments for the material amounts in the respective financial years to which they relate;

c. There are no qualifications in the Auditor’s Report in the audited Standalone financial statements of the Company as at March 31,2024, March 31,2023 , March 31,2022, and March 31, 2021 which require an adjustments; and

d. There are no extra-ordinary items that need to be disclosed separately.

8. We have also examined the following Restated financial information of the Company set out in the Annexure prepared by the Management and approved by the Board of Directors for the year ended March 31, 2024, March 31, 2023, March 31, 2022 and March 31, 2021.

S. No	Particulars	Annexure No.
1.	Standalone Financial Statement of Assets & Liabilities as Restated	Annexure 1
2.	Standalone Financial Statement of Profit & Loss as Restated	Annexure 2
3.	Standalone Financial Statement of Cash Flow as Restated	Annexure 3
4.	Significant Accounting Policy and Notes to the Restated Standalone Summary Statements	Annexure 4
5.	Adjustments made in Restated Standalone Financial Statements / Regrouping Notes	Annexure 5
6.	Statement of Share Capital as Restated	Annexure 6
7.	Statement of Reserves & Surplus as Restated	Annexure 7
8.	Statement of Long-Term Borrowings as Restated	Annexure 8
9.	Statement of Other Long Term Liabilities as Restated	Annexure 9
10.	Statement of Long Term Provisions as Restated	Annexure 10
11.	Statement of Short-Term Borrowings as Restated	Annexure 11
12.	Statement of Trade Payables as Restated	Annexure 12
13.	Statement of Other Current Liabilities as Restated	Annexure 13
14.	Statement of Short-Term Provisions as Restated	Annexure 14
15.	Statement of Property, Plant & Equipment and Depreciation as Restated	Annexure 15
16.	Statement of Other Intangible Assets as Restated	Annexure 16
17.	Statement of Non-Current Investments as Restated	^nnexure 17

18.	Statement of Deferred Tax Assets (Net) as Restated	Annexure 18
19.	Statement of Other Non-Current Assets as Restated	Annexure 19
20.	Statement of Inventories as Restated	Annexure 20
21.	Statement of Trade Receivables as Restated	Annexure 21
22.	Statement of Cash & Cash Equivalents as Restated	Annexure 22
23.	Statement of Short Term Loans & Advances as Restated	Annexure 23
24.	Statement of Other Current Assets as Restated	Annexure 24
25.	Statement of Revenue from Operations as Restated	Annexure 25
26.	Statement of Other Income as Restated	Annexure 26
27.	Statement of Cost of Revenue Operations as Restated	Annexure 27
28.	Statement of Change in Inventories as Restated	Annexure 28
29.	Statement of Employee Benefit Expense as Restated	Annexure 29
30.	Statement of Finance Costs as restated	Annexure 30
31.	Statement of Depreciation & Amortisation Expenses as Restated	Annexure 31
32.	Statement of Other Expenses as Restated	Annexure 32
33.	Statement of Earnings per share as Restated	Annexure 33
34.	Statement of Tax Shelter as Restated	Annexure 34
35.	Statement of Related Parties Transaction as Restated	Annexure 35
36.	Statement of Segment Reporting as Restated	Annexure 36
37.	Statement of Contingent Liability as Restated	Annexure 37
38.	Statement of Employee Benefit Obligation- Gratuity & Leave Encashment as Restated	Annexure 38
39.	Statement of Amount Payable to Micro, Medium & Small Enterprises as Restated	Annexure 39
40.	Statement of Corporate Social Responsibility as Restated	Annexure 40
41.	Additional Regulatory Information with respect to Amendments to Schedule III as Restated	Annexure 41
42.	Statement of Summary of Accounting Ratios as Restated	Annexure 42
43.	Statement of Summary of Capitalisation as Restated	Annexure 43

9. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

10. The Restated Standalone Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Special Purpose Standalone Financial Statements and Audited Standalone Financial Statements mentioned in paragraph 5 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.

13. Our report is intended solely for use of the management for inclusion in the Red Herring Prospectus to be filed with Securities and Exchange Board of India, Bombay Stock Exchange of India, and Registrar of Companies, Kanpur in connection with the proposed IPO of equity shares of the Company. 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 M/s Rishi Kapoor & Company Chartered Accountants Firm Registration Number: 006615C Peer Review Number: 014978

Place: Ghaziabad

Date : 01.07.2024 lf^£(

udin:- sir

* * ^ ^%ggpLhi Kapoor

Partner M. No: 075483