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.

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^£(

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* * ^ ^%ggpLhi Kapoor

Partner M. No: 075483