Ather Energy Ltd Auditor Reports

<dhhead>INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED FINANCIAL</dhhead>

INFORMATION

To

The Board of Directors

Ather Energy Limited (formerly known as "Ather Energy Private Limited")

Dear Sirs,

1. We have examined the attached Restated Financial Information of Ather Energy Limited (formerly known as "Ather Energy Private Limited") (the "Company" or the "Issuer") which comprises of the Restated

Statement of Assets and Liabilities as at December 31, 2024, December 31, 2023, March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Statements of Profit and Loss (including other comprehensive income), Restated Statement of changes in equity and the Restated Statement of Cash Flows for the nine months ended December 31, 2024 and December 31, 2023 and for the years ended March 31 2024, March 31, 2023 and March 31, 2022, and a summary of Material Accounting Policies, and other explanatory information (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company ("the Board") at their meeting held on February 3, 2025 for the purpose of inclusion in the Red Herring Prospectus ("RHP") and the Prospectus (collectively, the "Offer Documents") prepared by the Company in connection with its proposed initial public offer of equity shares ("IPO") prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act");

b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018, as amended (the "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 (the "Guidance Note").

2. The Company’s management is responsible for the preparation of the Restated Financial Information which have been approved by the Board of Directors for the purpose of inclusion in the Offer Documents to be filed with Securities and Exchange Board of India (the "SEBI"), Registrar of Companies, Karnataka at Bengaluru ("ROC"), BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (collectively, with BSE, the "Stock Exchanges") in connection with the IPO. The Restated Financial

Information have been prepared by the management of the Company on the basis of preparation stated in

Note 1.2 to the Restated Financial Information. The responsibility of the Company’s Board of Directors includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

3. We have examined these 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 August 27, 2024, read with addendum to engagement letter dated January 20, 2025 in connection with the IPO;

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

d) 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 compiled by the management from a) the audited Special Purpose Interim Financial Statements as at and for the nine months period ended

December 31, 2024 (along with comparative financial information as at and for the nine months ended December 31, 2023) prepared in accordance with the recognition and measurement principles of

Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34") as prescribed under

Section 133 of the Act read with relevant rules thereunder, as amended, and other accounting principles generally accepted in India, (the "Special Purpose Interim Financial Statements") which have been approved by the Board of Directors in their meeting held on February 3, 2025.

b) the audited Ind AS Financial Statements of the Company as at and for the years ended March 31, 2024, 2023 and 2022, prepared in accordance with Indian Accounting Standards (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 "Audited Ind AS Financial Statements"), which have been approved by the Board of Directors at their meeting held on

May 6, 2024, April 26, 2023 and May 02, 2022 respectively.

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

a) audit report issued by us dated February 3, 2025 on the Special Purpose Interim Financial Statements of the Company as at and for the nine months ended December 31, 2024 as referred in Paragraph 4(a) above.

b) audit reports issued by us dated May 6, 2024, April 26, 2023 and May 02, 2022 in relation to Ind AS Financial Statements of the Company as at and for the years ended March 31, 2024, 2023 and 2022, respectively as referred in Paragraph 4 (b) above which include the following Emphasis of Matter paragraph (also refer Note 1.2 of the Restated Financial Information).

As at and for the year ended March 31, 2022

Emphasis of matter

"We draw attention to Note 1.2 to the financial statements with regard to the basis of preparation of the financial statements. As mentioned therein, the Company has incurred a net loss of Rs. 3,441 Million during the year ended March 31, 2022 and, as of that date, has accumulated loss of Rs. 9,629 Million.

Further, the Company’s current liabilities exceeded its current assets by Rs. 1,017 Million. However, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the said Note.

Our opinion is not modified in respect of this matter."

6. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the nine months ended December 31, 2023, and in financial years ended March 31, 2024, March 31, 2023, and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the nine months ended December 31, 2024;

b) do not require any adjustment for modification as there is no modification in the underlying audit reports. There is an item relating to emphasis of matter (refer paragraph 5 above), which do not require any adjustment to the Restated Financial Information; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

7. 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.

8. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on Special Purpose Interim Financial Statements / Audited Ind AS 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 the purpose for inclusion in the Offer

Documents to be filed with SEBI, ROC and Stock Exchanges in connection with the IPO. 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.