We have audited the accompanying financial statements of
AYE FINANCE LIMITED (Formerly known as AYE FINANCE
PRIVATE LIMITED) ("the Company"), which comprise the
Balance sheet as at 31st March 2025, and the statement of
Profit and Loss (including Other Comprehensive Income),
statement of changes in equity and statement of cash
flows for the year then ended, and notes to the financial
statements, including a summary of material accounting
policies and other explanatory information. (hereinafter
referred to as "the financial statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by the
Companies Act, 2013 in the manner so required and give a
true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015,
as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, its profit (including other
comprehensive income), changes in equity 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 Companies Act, 2013. Our responsibilities under
those Standards are further described in the Auditor's
Responsibilities for the Audit of the 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
financial statements under the provisions of the Companies
Act, 2013 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
financial statement.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the
key audit matters to be communicated in our report. The
results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for
our audit opinion on the accompanying financial statements.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS
AND AUDITOR'S REPORT THEREON

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Annual report but
does not include the financial statements and our auditor's
report 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 financial statements does not cover the other
information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the 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 financial statements, or our knowledge obtained in
the audit or otherwise appears to be materially misstated.

When we read the Company's Annual report, if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged with
governance and take necessary actions, as applicable
under the relevant laws and regulations.

Responsibility of Management for the Financial Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Companies Act,
2013 ("the Act") with respect to the preparation of these
financial statements that give a true and fair view of the
financial position, financial performance including other
comprehensive income, changes in equity and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Indian accounting
Standards (Ind AS) specified under section 133 of the Act.
This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of
the Act for safeguarding of 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; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the financial statement that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the financial statements, management is
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 management either intends to
liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors are also responsible for overseeing
the company's financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE
FINANCIAL STATEMENTS

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.

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

• 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 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 control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Companies Act, 2013, 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 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 required to
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 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 Financial Statements, including the disclosures,
and whether the Financial Statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the
Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a

reasonably knowledgeable user of the 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 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.

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
in terms of Section 143 (11) of the Act, we give in
"Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we 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
purposes of our audit.

b) 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 matter stated in paragraph
2(i)(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 (as
amended).

c) The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income,
Statement of Changes in Equity and the
Statement of Cash Flow dealt with by this Report
are in agreement with the books of account.

d) In our opinion, the aforesaid Financial Statements
comply with the Indian Accounting Standards
specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) With respect to the maintenance of accounts and
other matters connected therewith, reference is
made to our remarks in paragraph 2(i)(vi) below
on reporting under Rule 11(g) of the Rules.

g) With respect to the adequacy of the internal
financial controls with reference to Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B".

h) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act, as
amended

In our opinion and to the best of information
and according to explanations 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.

i) 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 explanations given to us:-

i. t he Company has disclosed the impact of
pending litigations on its financial position
in its Financial Statements. Refer Note 33 to
the Financial Statements.

ii. The Company has made provision, as
required under the applicable law or Ind
AS, for material foreseeable losses, if any,
on long-term contracts including derivative
contracts. - Refer Note 41 to the financial
statements.

iii. there were no amounts which were required
to be transferred, to the Investor Education
and Protection Fund by the Company during
the year ended 31st March 2025.

iv. a. The Management has represented that,
to the best of its knowledge and belief,
no funds (which are material either
individually or in the aggregate) 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 in
any other person or entity, including
foreign entity ("Intermediaries"), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries")
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 (which are material
either individually or in the aggregate)
have been received by the Company
from any person or entity, including
foreign entity ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

c. Based on the audit procedures that
have been considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under
(a) and (b) above, contain any material
misstatement.

v. the company has not declared or paid any
dividend during the year ended March
31,2025.

vi. Based on our examination which included
test checks, the Company has used
accounting software and loan management
software for maintaining its books of
account which has feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all relevant
transactions recorded in the software,
except that audit logs at database level
for the accounting software and certain
parameters of audit trail were enabled and
made effective from September 19, 2024
onwards.

Further, during the course of our audit we
did not come across any instance of audit

trail feature being tampered with, wherein
the audit trail functionality was enabled and
the audit trail has been preserved by the
Company as per the statutory requirements
for record retention.

For S S Kothari Mehta & Co. LLP

Chartered Accountants
Firm's Registration No. 000756N/N500441

Vijay Kumar

Partner

Membership No. 092671
UDIN: 25092671BMOFBS3886

Place: Gurugram
Date: May 21, 2025