INDEPENDENT AUDITOR'S REPORT

To the shareholders of Uzumaki Corporation and subsidiaries.

Report on the Audit of the Consolidated Financial Statements

Adverse Opinion

We have audited the financial statements of Uzumaki Corporation(the Parent) and its
subsidiaries (Group), which comprise the statement of financial position as of December. 31,
2021 and 2022, and the statements of comprehensive income, statement of changes in equity,
and statement of cash flow for the years that ended, and notes to the financial statements,
including a summary of significant accounting policies.

In our opinion, because of the significance of the matter discussed in the Basis for Adverse
Opinion section of our report, the accompanying consolidated financial statements do not present
fairly (or do not give an accurate and fair view of) the consolidated financial position of
Uzumaki Corporation and its subsidiaries as of December 31, 2021, and 2022, and (of) their
consolidated financial performance and their consolidated cash flows for the year that ended
under Philippine Financial Reporting standards.

We audited the Group's consolidated financial statements, including the consolidated statement
of financial position as of December 31, 2021 and 2022 and the consolidated statements of
comprehensive income, changes in equity, and cash flows for the year. Then came the notes to
the consolidated financial statements, which included a discussion of significant accounting
policies.

The basis for Adverse Opinion.

As explained in Note X, the Group has not consolidated the subsidiary XYZ Company it
acquired during 2021 and 2022 because it has yet to determine the fair values of certain of its
material assets and liabilities at the acquisition date. This investment is, therefore, accounted for
on a cost basis. Under the Philippines Financial Reporting Standard ( PFRS), the Company
should have consolidated this subsidiary and accounted for the acquisition based on provisional
amounts. Many elements in the accompanying consolidated financial statements would have
been materially affected had XYZ Company has been consolidated. The effects on the
consolidated financial statements of the failure to consolidate have not been determined. Our
opinion on the parent company's financial statements is also qualified for this matter, as the
failure to consolidate all subsidiaries is a departure from the requirements of PFRS 9.

We conducted our Audit with the Philippines Standard Auditing ( PSAs). Our responsibilities
under those standards are further described in the Auditor's Responsibilities for the Audit of the
Consolidated Financial Statements section of our report. We are independent of the Company
with the Code of Ethics for Professional Accountants in the Philippines ( Code of Ethics) and the
ethical requirements relevant to our Audit of the Consolidated Financial Statements in the
Philippines. We have met our other responsibilities under those ethical criteria. The audit
evidence we have gathered is sufficient and appropriate to support the basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Financial
Statements

Management is responsible for the preparation and fair Presentation of the Financial statements
in accordance with the PFRS and for such internal control as management determines is
necessary to prepare financial statements that are free from material misstatement, whether due
to fraud or error.

In preparing the financial statements, management is responsible for assessing the Group's ability
to continue as a going concern, disclosing, as applicable, matters related to going concerned and
using the going concern basis of accounting unless management either intends to liquidate the
Group or to cease operations or has no realistic alternative but to so so.
Those charged with governance oversee the Group's financial reporting period.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements 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 only guarantees that
an audit conducted under PSAs 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
based on those financial statements.

As part of an audit in accordance with PSAs, we exercise professional judgment and maintain
professional skepticism throughout the Audit. We also:
1. Identify and assess the risks of material misstatement of the 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 one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the Audit and design audit
procedures that are appropriate in the circumstances, but refrain from expressing an
opinion on the effectiveness of the Group's internal control.
3. Evaluate the appropriateness of accounting policies and the reasonableness of accounting
estimates and related disclosures management makes.
4. 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 Group's
ability to continue as a going concern. Suppose we conclude that a material uncertainty
exists. In that case, we must draw attention in our auditor's report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify
 our opinion. Our conclusions are based on the audit evidence obtained up to our auditor's
report date. However, future events or conditions may cause the Group to cease to
continue as a going concern.
5. Evaluate the overall Presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair Presentation.
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.

Signature

Auditor’s Address

Date