Golden Legand Leasing & Finance Ltd Auditor Reports

To

The Members

M/s. Golden Legand Leasing and Finance Limited

Report on the Audit of the Financial Statements

Qualified Opinion

We have audited the accompanying financial statements of M/s. Golden Legand Leasing and Finance Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2026 and the Statement of Profit and Loss (including statement of Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information (herein after referred to as "the Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section below, the aforesaid 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 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, 2026, its Profit, total comprehensive Profit, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

a. As per Note no 37 to the financial statements, the Company detected suspicious transactions by a merchant aggregating of Rs. 10,500.00 Lakhs which was subsequently reduced to 7,528.18 Lakhs following voluntary settlement of smaller individual claims without admission of any wrongdoing or primary liability by the Company. The Companys bank account held with bank stands under lien by the investigating authorities to the extent of Rs. 7,528.18 Lakhs. The matter is presently sub judice, and the eventual outflow, if any, is unascertainable and contingent upon the outcome of judicial proceedings. The Company has not accounted any expenses and no provision in this respect has been recognized in the financial statements.

b. Balances relating to trade receivables, trade payables, loans, borrowings, and other non-financial assets continue to be subject to confirmation, reconciliation and consequential adjustments, if any. In the absence of complete supporting confirmations and reconciliations, we are unable to comment upon the impact thereof, if any, on the Balance sheet, Statement of Profit and Loss and other financial information included in the financial Statements.

As represented to us, the management is actively engaged in obtaining confirmations from relevant parties and any consequential adjustments, if identified, will be appropriately reflected upon completion of such reconciliations.

c. The Company has recognised income during the year based on internal reports generated from its software systems. As represented to us by the management, reconciliation of such income with the related bank transactions across various banks is in progress. Pending completion of such reconciliation, we are unable to ascertain or quantify the impact, if any, of the aforesaid matter on the accompanying financial statements for the Year ended March 31, 2026. As represented to us, the management is confident that such reconciliation will not result in any material adjustment to the financial statements for the Year ended March 31, 2026.

d. The Company has recognised agent

commission expense amounting to Rs. 10,432.21 lakhs for the Year ended March 31, 2026. The Company has not made available to us adequate supporting documentation in respect of such expenses, including merchant-wise mapping and workings supporting the amounts recognised. Further, the Company has not provided complete details identifying the respective merchants for whom such agents were appointed and commissions were paid. In the absence of sufficient appropriate audit evidence, we are unable to ascertain or quantify the impact, if any, of the aforesaid matter on the financial statements for the

Year ended March 31, 2026.

The management represents that such expenses have been incurred in the ordinary course of business and that the underlying documentation, including merchant-wise mapping and related workings, is being compiled and will be made available in due course.

In the absence of information, the effect of which cannot be quantified, we are unable to comment on the possible impact of the items stated in the point nos. (a) to (d) above on the financial statements of the Company for the Year ended March 31, 2026.

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibility 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 Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs 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 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. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the "Basis for Qualified Opinion" section, we have determined the following matter to be a key audit matter to be communicated in our report:

Revenue from Operations Description of the Key Audit Matter:

The Company commenced its operations as a listed Non-Banking Financial Company (NBFC) engaged in transaction processing fees and interest income from lending activities during the previous financial year. Revenue from operations primarily comprises transaction processing fees, commission income, service fees from merchants, and other digital payment-related income. Given the nature of the business, revenue recognition involves high transaction volumes, and multiple service offerings. There is an inherent risk regarding the completeness, accuracy, and timing of revenue recognition in accordance with Ind AS 115 - Revenue from Contracts with Customers. These factors required significant auditor attention and audit effort.

Our audit procedures include:

1. Evaluating the appropriateness of the Companys revenue recognition policies and their compliance with Ind AS 115.

2. Understanding and testing the design and implementation of key internal controls over the revenue cycle.

3. Assessing key revenue streams and reviewing sample contracts with merchants to evaluate performance obligations and timing of revenue recognition.

4. Performing substantive testing on a sample of transactions to verify amounts charged, timing of recognition, and supporting documentation.

Reviewing the adequacy of revenue

5. disclosures in the financial statements.

Information Other than the Financial Statements and Auditors Report Thereon

1. The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Boards report including Annexures to the Board report , Management discussion and Analysis, Business responsibility and substantiality report and corporate governance report, but does not include the financial statements and our auditors report thereon.

2. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance

conclusion thereon.

3. In connection with our audit of the financial statements, our responsibility is to read the other information included

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.

4. When we read the above reports, if we conclude that there is a material misstatement of this other information, we are requested to communicate the matter to these charged with governance and take necessary action, as applicable under the relevant laws and regulation.

5. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

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

The Companys Management and Board of

Directors are 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, Cash Flows and changes in equity of the Company in accordance with the Indian Accounting Standards 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. 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 financial statements 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 Companys 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 Companys Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of 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 auditors 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 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 for 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 in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) 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.

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

4. Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors report. However, future events or conditions may cause the Company 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.

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 financial statements.

We communicate with those charged with governance of the Company 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 determined

the matters that were of most significance in the audit of the financial statements for the current period. And are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation preclude public disclosure, or 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. such communication.

Report on Other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, based on our audit we report, to the extent applicable that:

a. We have sought and except for the matter described in the Basis for Qualified Opinion section above obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid financial statements.

b. In our opinion, except for the possible effects of the matters described in the Basis for Qualified Opinion section above, proper books of account as required by law relating to preparation of the aforesaid financial statements have been kept by the Company so far as appears from our examination of those books.

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

d. In our opinion, except for the possible effects of the matters described in the Basis for Qualified Opinion section above, the aforesaid financial statements comply with the applicable Ind AS specified under Section 133 of the Act.

e. On the basis of written representations received from the directors of the Company as on March 31, 2026 taken on record by the Board of Directors of the Company, none of the directors of the Company is disqualified as on March 31, 2026, from being appointed as a director in terms of Section 164 (2) of the Act.

f. The qualification relating to maintenance of accounts and other matters connected with the financial statements are as stated in the Basis for Qualified Opinion section above.

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". Our report expresses qualified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to financial statements for the reasons stated therein.

h. With respect to the other matters to

be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Companies Act, 2013, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors is in accordance with the provisions of

Section 197, read with Schedule V to the Act and the applicable rules thereunder.

2. With respect to the other matters included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements refer note 2(u) the financial statements.

ii. The Company did not have any long-term contracts, including derivative contracts, for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor and Education and Protection Fund by the Company.

iv. a. The Management of the Company

has represented that, to the best of its knowledge and belief, as disclosed in note 36 to the financial statements, 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 in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), 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 ("Ultimate

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

b. The Management of the Company has represented that, to the best of its knowledge and belief, as disclosed in note 36 to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), 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 ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Based on the audit procedures performed 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) of the Companies (Audit and Auditors) Rules, 2014, as provided under (a) and (b) above, contain any material misstatement.

v. The Company has neither declared nor paid any dividend during the year.

vi. Based on our examination which included test checks, the company has used accounting 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 transaction recorded in the software. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention .

3. As required by the Companies (Auditors 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, to the extent applicable.

ANNEXURE- A

A to the Independent Auditors Report on the financial statements of Golden Legand Leasing and Finance Limited for the year ended 31st March 2026.

(Referred to in Paragraph 3 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date)

In terms of the information and explanations given to us by the Company and the books of account and record examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

i. In respect of the Companys Property, Plant and Equipment and Intangible Assets:

a. The Company is in the process of compiling its fixed asset register to maintain proper records showing full particulars, including quantitative details and situation of property, plant and equipment. Accordingly, the Property, Plant and Equipment register is currently under compilation. However, partial records are available, and the management is taking steps to complete the compilation and ensure the records are accurate and up to date.

In respect of intangible assets, the Company has maintained proper records showing full particulars.

b. The Company has a program of physical verification of property, plant and equipment so to cover all the assets once every three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant

to the program, certain property, plant and equipment were verified during the year. According to information and explanation given to us, no material discrepancies were noticed on such verification.

c. According to the information and explanations given to us and on the basis of our examination of the records, the Company does not hold any immovable property (freehold or leasehold) other than office premises taken on lease/leave-and-licence. Reference to Note 35 to the financial statements. Accordingly, paragraph 3(i) (c) of the Order is not applicable to the Company.

d. According to the information and explanations provided to us, the Company has not revalued its property, plant and equipment or intangible assets or both during the year. Accordingly, paragraph 3(i) (d) of the Order is not applicable to the Company.

e. According to information and explanations and representation given to us by the management, no proceedings have been initiated or are pending against the Company as at 31st March 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. Accordingly, the provision stated in paragraph 3(i) (e) of the Order is not applicable to the Company.

ii. Inventory and working capital limits:

a. The Company is a Non-Banking Financial Company and does not deal in or hold physical inventory of goods. Accordingly, reporting on physical verification of inventory and discrepancies of 10% or more is not applicable.

b. As per the information and explanations given to us and based on our examination of the books of account and other relevant records produced before us, in our opinion, the Company has not been sanctioned working capital limits in excess of Rs. 5 crore, in aggregate, from banks or financial institutions on the basis of security of current assets at any point during the year. Accordingly, reporting on filing of quarterly returns/statements with such banks or financial institutions and their agreement with the books of account is not applicable.

iii. Investments, loans, advances,

guarantees and security section 186:

a. According to the information and explanations given to us, the Company has not made any investments in, or provided any guarantee or security to, any other entity during the year.

The Company is a Non-Banking Financial Company (NBFC), and the principal business of the Company consists of providing loans and advances to its customers in the ordinary course of business. Accordingly, loans granted in the ordinary course of the Companys lending business are exempt from the provisions of Section 186 of the Companies Act, 2013 in terms of sub-section (11) thereof. The

aggregate amount of loans outstanding as at March 31, 2026 under this business, as disclosed in Note 4 to the financial statements, is Rs. 6,548.59 Lakhs (previous year: Rs. 1,332.93 Lakhs), all of which are unsecured and repayable on demand.

During the year, the Company also wrote off loans aggregating Rs. 1,303.22 Lakhs (comprising dues from Synergy Cosmetics (Exim) Ltd. - Rs. 1,124.93 Lakhs, Bahar Traders - Rs. 69.55 Lakhs, Manoj B. Punamiya - Rs. 102.50 Lakhs, and Sanskrut Jewel Resi - Rs. 6.24 Lakhs), pursuant to approval of the Board of Directors at its meeting held on January 22, 2026, which has been charged to the Statement of Profit and Loss under "Other Expenses" as Bad Debts. As these amounts have been written off and no longer form part of the loan assets outstanding as at the balance sheet date, they are disclosed here for transparency but do not fall within the scope of reporting under sub-clauses (c) and (d) below, which apply to loans outstanding at the year end.

b. According to the information and explanations given to us and based on the audit procedures conducted by us, the terms and conditions of the loans granted during the year in the ordinary course of the Companys NBFC lending business, are, prima facie, not prejudicial to the Companys interest.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in respect of loans granted by the Company, the no schedule of repayment of

principal and payment of interest has been stipulated.

d. According to the information and explanations given to us, and based on our audit procedures, there is no amount of loans or advances in the nature of loans granted by the Company which is overdue for more than ninety days as at the balance sheet date, other than the amounts referred to in sub-clause (c) above which have been written off during the year and are accordingly no longer outstanding.

e. According to the information and explanations given to us, and based on our audit procedures, the Company has not renewed or extended any loan, or granted any fresh loan to settle the overdue of an existing loan given to the same party. Accordingly, them question of ever-greening of loans does not arise.

f) According to the information and explanations given to us, and based on our audit procedures, the Company has granted loans or advances in the nature of loans whichn are repayable on demand, as disclosed in Note 4 to the financial statements, aggregating Rs. 6,548.59 Lakhs as at the balance sheet date. Certain loans aggregating Rs. 1,303.22 Lakhs (as detailed in sub-clause (a) above) became irrecoverable during the year and were written off by the Company pursuant to Board approval dated January 22, 2026. None of these loans were granted to Promoters or related parties as defined under Section 2(76) of the Companies Act, 2013.

iv. Loans, investments, guarantees and security — sections 185 and 186:

According to the information and explanations given to us and on the basis of our examination of the records of the Company:

a. The Company has not made any investments, or provided any guarantee or security, that are covered under the provisions of Section 186 of the Companies Act, 2013.

b. The Company is a Non-Banking

Financial Company (NBFC) whose principal business consists of providing loans and advances to its customers. Loans granted by the Company in the ordinary course of such business, aggregating Rs. 6,548.59 Lakhs as at March 31, 2026 (previous year: Rs. 1,332.93

Lakhs), are exempt from the provisions of sub-sections (2) to (13) of Section 186 of the Companies Act, 2013, in terms of the exemption available to NBFCs under sub-section (11) thereof.

c. According to the information and explanations given to us, the Company has not granted any loan, or given any guarantee or security, to any director, or to any other person in whom a director is interested, in contravention of the provisions of Section 185 of the Companies Act, 2013.

Accordingly, the provisions of Section 185 and Section 186 of the Companies Act, 2013, to the extent applicable to the Company, have been complied with, and clause 3(iv) of the Order does not call for any adverse remark.

v. Deposits:

The Company has not accepted any deposits or amounts which are deemed to be deposits. Accordingly, the provision stated in clause 3(v) of the Order is not applicable to the Company.

vi. Cost records:

According to the information and explanations given to us, the Central Government has not specified maintenance of cost records under sub-section (1) of section 148 of the Act, in respect of activities of the Company. Accordingly, reporting under clause 3(vi) of the Order is not applicable.

vii. Statutory dues:

a. According to the records of the Company examined by us, undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income tax, duty of customs, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities, except for delay in deposit of Goods and Services Tax for the month of March 2026, amounting to Rs. 40.06 Lakhs, which was not deposited with the authority as at the date of this report. According to the information and explanations given to us, there were no undisputed amounts payable in respect of the aforesaid dues which were outstanding as at March 31, 2026 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no statutory dues referred to in

sub-clause (a) which have not been deposited with the appropriate authority on account of any dispute.

viii. Unrecorded income:

According to the information and explanations given to us, there were no transactions not recorded in the books of account that were surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961, nor any previously unrecorded income requiring assets to be recorded in the books of account (Note 34). Accordingly, reporting under clause (viii) is not applicable.

ix. Repayment of loans/borrowings and default:

a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans or borrowings or in payment of interest thereon to any lender.

b. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared willful defaulter by any bank or financial institution or government or any government authority. Reference to Note no 30 to the financial statements)

c. In our opinion, and according to the information and explanations given and records examined by us, the Company has not taken any term loans during the year and there are no outstanding term loans at the

beginning of the year and hence, reporting under this clause is not applicable.

d. According to the information and explanations given to us, and on an overall examination of the financial statements of the Company, funds raised by the Company on short term basis have not been utilized for long term purposes.

e. According to the information explanation given to us the Company does not have any subsidiary, associates or joint venture. Accordingly reporting under clause 3(ix)(e) of the order is not applicable to the Company.

f. According to the information explanation given to us the Company does not have any subsidiary, associates or joint venture. Accordingly reporting under clause 3(ix)(f) of the order is not applicable to the Company.

x. Utilisation of money raised:

a. Moneys raised by initial public offer or further public offer

According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provisions stated in paragraph 3 (x) (a) of the Order is not applicable to the Company.

b. Moneys raised by private placement / preferential allotment

According to the information and explanations given to us and based on our examination of the records of the Company, the Company made a

preferential allotment of 6,63,51,000 convertible warrants to 23 persons belonging to the Non- Promoter (Public) category during the year, pursuant to the approval of the Board of Directors at its meeting held on 27 March 2026, in compliance with the requirements of Section 42 and Section 62 of the Companies Act, 2013, to the extent applicable. The Company received Rs. 2,149.77 Lakhs during the year against such allotment, being 25% of the aggregate consideration of Rs. 8,599.09 Lakhs, and the balance amount of Rs. 6,449.32 Lakhs is receivable upon exercise of the warrants in accordance with the terms of the issue.

As at 31 March 2026, the amount so received remains substantially unutilised and is pending application towards the purposes stated in the explanatory statement/offer terms of the issue. Based on our examination, we have not come across any instance of diversion of the funds so received from the stated end-use. Accordingly, the Company has complied with the requirements of Section 42 and Section 62 of the Companies Act, 2013, as applicable to the said preferential allotment.

xi. Fraud:

a. According to the information and explanations given to us and based on our examination of the books and records of the Company, no fraud by the Company, and no fraud on the Company by its officers or employees, has been noticed or reported during the year that requires disclosure under this clause.

We draw attention to the fact that the Company detected suspicious transactions perpetrated by a third-party merchant, Prime Technologies, in December 2025, involving an aggregate lien exposure of Rs. 10,500.00 Lakhs, subsequently reduced to Rs. 7,528.18 Lakhs. A First Information Report was lodged by the Company, as the primary complainant, on 14 January 2026, and the matter is currently sub judice before the Honble Bombay High Court, which granted an interim stay by order dated 12 March 2026. Based on the information and explanations furnished by the management, the said merchant is not an officer or employee of the Company, and no involvement or collusion of any officer or employee of the Company has come to our attention. Accordingly, this matter does not fall within the reporting requirement of clause xi(a).

b. According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 with the Central Government, since, for the reasons noted above, the matter does not constitute a fraud by officers or employees of the Company within the meaning of the said section.

c. According to the information and explanations given to us, as represented to us by the management, there are no whistle-blower complaints received by the Company during the year.

xii. Nidhi Company:

According to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, the provisions stated in paragraph 3(xii) (a) to (c) of the Order are not applicable to the Company.

xiii. Related party transactions:

According to the information and explanations given to us, in our opinion and on the basis of management representation, the Companys transactions with related parties during the year comprising, inter alia, short-term unsecured borrowings from and repayments to Key Managerial Personnel and their relatives/sister concerns (Note 20) are in compliance with sections 177 and 188 of the Act where applicable, and the details of such transactions have been disclosed in the financial statements as required by the applicable Indian Accounting Standard (Ind AS 24).

xiv. Internal audit:

a. In our opinion, and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

b. We have considered the internal audit reports of the Company issued till date, for the period under audit.

xv. Non-cash transactions with directors:

According to the information and explanations given to us and based on our audit procedures, we report that the Company has not entered into any non-cash transactions with its directors or persons connected with them. Accordingly, the provisions of

clause 3(xv) of the Order are not applicable to the Company.

xvi. Registration under the RBI Act, 1934:

a. A. In our opinion, and based on our examination, the Company is registered as non-deposit taking NBFC under Section 45-IA of the Reserve Bank of India Act, 1934. The registration has been obtained, and the registration number issued to the Company is 13.01171.

b. The Company is not a core investment company (CIC) as defined in the regulation made by the reserve bank of India. Accordingly, the provision stated in paragraph 3(xviib) of the Order is not applicable.

c. There are no other companys part of the Group. Accordingly, the provision stated in paragraph 3(xviic) of the Order is not applicable.

d. As the Company is not a Core Investment Company, and there is no indication of the Group having any CIC, reporting on the number of CICs as part of the Group is not applicable.

xvii. Cash losses:

The Company has not incurred any cash loss in the financial year under audit In the immediately preceding financial year 2024-25, the Company incurred a cash loss Rs. 13.75 lakhs.

xvii. Resignation of statutory auditors:

There has been no resignation of the statutory auditors during the year, accordingly, clause 3(xviii) of the Order is not applicable.

xix. Material uncertainty relating to going concern:

According to the information and explanations given to us and on the basis of the our examination financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report, that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company.

We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. Corporate Social Responsibility:

a. According to the information and explanations given to us and based on our audit procedures, in respect of projects other than ongoing projects, there were no unspent amounts required to be transferred to a Fund specified in Schedule VII to the Act in compliance with the second proviso to sub-section (5) of Section 135 of the Act.

xxi. Consolidated financial statements:

Reporting under this clause is applicable only in the case of an audit of consolidated financial statements. As this report is issued in connection with the standalone financial statements of the Company, reporting under this clause is not applicable.

ANNEXURE "B"

TO THE INDEPENDENT AUDITORS REPORT

(Referred to in (g) of paragraph 1 under Report on Other Legal and Regulatory Requirements of our report of even date to the members of Golden Legand Leasing and Finance Limited)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of M/s. Golden Legand Leasing and Finance Limited ("the Company") as of March 31, 2026 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit conducted in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over

financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified Opinion

According to the information and explanations given to us, and based on our audit, the following material weaknesses have been identified in the Companys internal financial controls over financial reporting as at March 31, 2026:

a. The Company did not have an appropriate internal control system for obtaining periodic confirmation of balances relating to trade receivables, trade payables, loans and advances, borrowings and other current liabilities. Consequently, such balances remain subject to confirmation, reconciliation, and consequential adjustments As represented to us by the management, the process of obtaining such confirmations is ongoing, and any consequential adjustments arising therefrom will be appropriately given effect to upon completion of such reconciliation.

b. As more fully explained in Note 37 to the financial statements, the Company identified suspicious transactions

attributable to a merchant, which were subsequently reduced pursuant to

voluntary settlement of certain claims, without admission of wrongdoing or liability by the Company. The Companys bank account is presently under lien pursuant to action by the investigating authorities. As the matter is sub judice, the eventual financial outflow, if any, remains unascertainable at this stage. Accordingly, no provision has been recognised in the financial statements in this regard.

c. The Company has recognised income during the year based on internal reports generated through its software systems. Reconciliation of such income with corresponding bank realisations across various banking channels is currently in progress. Pending completion of this reconciliation, we are unable to ascertain or quantify the impact, if any, on the financial statements for the year ended March 31, 2026.

d. The Company has recognised agent commission expense during the year ended March 31, 2026. Adequate supporting documentation, including merchant-wise mapping and detailed workings substantiating such expense, has not been made available to us. Further, complete details identifying the merchants against whom such agents were engaged, and for whom commissions were paid, have not been provided. In the absence of sufficient appropriate audit evidence, we are unable to ascertain or quantify the impact, if any, of this matter on the financial statements for the year ended March 31, 2026.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, except for the possible effects of the material weaknesses described in the Basis for Qualified Opinion paragraph above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered the qualification reported above in determining the nature, timing, and extent of audit tests applied in our audit of the Ind AS financial statements of the Company for the year ended March 31, 2026, and the same has affected our opinion on the said Ind AS financial statements of the Company and we have issued a qualified opinion on the Ind AS financial statements of the Company.