Ola Electric Mobility Ltd Auditor Reports

ON RESTATED CONSOLIDATED FINANCIAL INFORMATION

Dear Sirs,

1. We B S R & Co. LLP, Chartered Accountants (“we” or “us” or “B S R”) have examined the attached restated consolidated financial statements of Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited) (the “Company” or the “Issuer”) and its subsidiaries (the Company and its subsidiaries together referred to as the “Group") comprising the Restated Consolidated Statement of Assets and Liabilities as at 31 March 2024, 31 March 2023 and 31 March 2022, the Restated Consolidated Statement of Profit and Loss (including other comprehensive income), the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Statement of Cash Flows for the years ended 31 March 2024, 31 March 2023 and 31 March 2022, the Summary Statement of Material Accounting Policies, and other explanatory information (collectively, the “Restated Consolidated Financial Information”), as approved by the Board of Directors of the Company (“Board of Directors”) at their meeting held on 29 June 2024 for the purpose of inclusion in the Red Herring Prospectus (“RHP”) and Prospectus prepared by the Company in connection with its proposed initial public offer of equity shares ( the “IPO”), prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”);

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("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 Companys Management and Board of Directors are responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the RHP and Prospectus to be filed with Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited where the equity shares of the Company are proposed to be listed (“Stock Exchanges”) and the Registrar of Companies, Karnataka, situated at Bengaluru (“RoC”) in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company (“Management”) on the basis of preparation stated in note 2.1 to the Restated Consolidated Financial Information. The responsibility of respective board of directors of the companies included in the Group includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective board of directors are also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note.

3. We have examined such Restated Consolidated 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 18 June 2024 in connection with the proposed IPO of equity shares of the Company;

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 Consolidated 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 Consolidated Financial Information have been compiled by the Management from the audited consolidated financial statements of the Group as at and for the years ended 31 March 2024, 31 March 2023 and 31 March 2022 prepared in accordance with the Indian Accounting Standards (referred to as “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, which have been approved by the Board of Directors at their meetings held on 15 June 2024, 20 October 2023 and 12 October 2022.

5. For the purpose of our examination, we have relied on: a) Auditors report issued by us dated 17 June 2024 on the consolidated financial statements of the Group as at and for the year ended 31 March 2024 as referred in Paragraph 4 above. The auditors report on the consolidated financial statements of the Group for the year ended 31 March 2024 included the following:

i. Matters with respect to Other Legal and Regulatory Requirement:

- In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books except for the matters stated in paragraph 2(B)(f) of our audit report dated 17 June 2024 on the consolidated financial statement of the Company on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

- Based on our examination which included test checks, except for the instances mentioned below, the Company and its subsidiary companies incorporated in India have used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares:

In case of the Company and a subsidiary company incorporated in India, the feature of recording audit trail (edit log) facility was not enabled at the database level to log direct data changes for the accounting software used for maintaining details relating to revenue.

In case of the Company and three subsidiary companies incorporated in India, in absence of independent auditors report in relation to controls at the third party service provider for accounting softwares used for maintaining details relating to general ledger and payroll, we are unable to comment whether audit trail feature was enabled and operated throughout the year for all relevant transactions recorded in the software at the database level to log direct data changes.

In case of a subsidiary company incorporated in India, in absence of independent auditors report in relation to controls at the third party service provider for accounting softwares used for maintaining details relating to after sales service, we are unable to comment whether audit trail feature was enabled and operated throughout the year for all relevant transactions recorded in the software at the database level to log direct data changes.

In case of the Company and a subsidiary company incorporated in India, the feature of recording audit trail (edit log) facility was not enabled at the application level for the accounting software used for maintaining details relating to revenue for the period 1 April 2023 to 31 August 2023.

In case of a subsidiary company incorporated in India, the feature of recording audit trail (edit log) facility was not enabled at the application level for the accounting software used for maintaining details relating to after sales service for the period 1 April 2023 to 30 September 2023.

Further, for the periods where audit trail (edit log) facility was enabled and operated, we did not come across any instance of audit trail feature being tampered with.

The above-mentioned matter does not require any adjustments. b) Auditors report issued by us dated 20 October 2023 on the consolidated financial statements of the Group as at and for the year ended 31 March 2023 as referred in paragraph above. The auditors report on the consolidated financial statements of the Group for the year ended 31 March 2023 included the following other matter paragraph:

- The consolidated financial statements of the Group for the year ended 31 March 2022 were audited by the previous auditor who had expressed an unmodified opinion on 21 October 2022. c) Auditors report issued by the previous auditor B S R & Associates LLP (the “Previous Auditors”) dated 21 October 2022 on the consolidated financial statements of the Group as at and for the year ended 31 March 2022, as referred in Paragraph 4 above.

The audits for the financial years ended 31 March 2022 was conducted by the Companys Previous Auditors, and accordingly reliance has been placed on the restated consolidated statement of assets and liabilities and the restated consolidated statements of profit and loss (including other comprehensive income), restated consolidated statement of changes in equity and restated consolidated statement of cash flows, the Summary Statement of Material Accounting Policies, and other explanatory information and examined by them for the said year. The examination report included for the said year is based solely on the report submitted by the Previous

Auditors. They have also confirmed that the 2022 Restated Consolidated Financial Information: - have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial year ended 31 March 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended 31 March 2024; - does not contain any qualifications requiring adjustments. However, those qualifications in the Companies (Auditors Report) Order, 2020 and 2016 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, which do not require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in Annexure VI to the Restated Consolidated Financial Information; and - have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

6. As indicated in our audit reports referred above: a) We did not audit the financial statements of four subsidiaries (including step-down subsidiaries), namely Ola Electric Mobility Inc., USA, Ola Electric UK Private Limited, United Kingdom, Ola Electric Mobility B.V., Netherlands and Etergo B.V, Netherlands, for the year ended 31 March 2024 and 31 March 2023 included in the Group as mentioned in Annexure A(ii), respectively, whose share of total assets (before consolidation adjustments), total revenues (before consolidation adjustments) and net cash inflows /(outflows) (before consolidation adjustments) included in the consolidated financial statements, for the relevant year is tabulated below, which have been audited by other auditors as mentioned in Annexure A (ii), and whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors.

(Rs in million)

Certain of these subsidiaries are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Companys Management has converted the financial statements of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Companys Management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Company and audited by us.

Our opinion on the consolidated financial statements is not modified in respect of these matters.

b) We did not audit the financial statements of three subsidiaries, namely Ola Electric Technologies B.V., Netherlands, Etergo Operations B.V., Netherlands and EIA Trading (Shanghai) Co. Ltd. (China) for the year ended 31 March 2024 and two subsidiaries namely, Ola Electric Technologies B.V., Netherlands and Etergo Operations B.V., Netherlands for the year ended 31 March 2023 included in the Group as mentioned in Annexure A(iii), whose share of total assets (before consolidation adjustments), total revenues (before consolidation adjustments) and net cash inflows / (outflows) (before consolidation adjustments) included in the consolidated financial statements for the respective year is tabulated below. These financial statements have been not audited by us or other auditors and is based solely on such unaudited financial information furnished to us by management of the Company. In our opinion and according to the information and explanations given to us by the management of the Company, the financial information is not material to the Group.

(Rs in million)

Our opinion on the consolidated financial statements is not modified in respect of these matters.

7. The auditor of the material subsidiaries namely Ola Electric Mobility B.V., Netherlands and Etergo B.V, Netherlands (the “Other Auditors”) as mentioned in Annexure A(v), have examined the restated financial information and have confirmed 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 financial year ended 31 March 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended 31 March 2024; b) does not contain any qualifications requiring adjustments; and c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

8. Based on examination report dated 29 June 2024 provided by the Companys Previous Auditors, the audit reports on the consolidated financial information of the Group as at and for the year ended 31 March 2022 included following other matters :

For the year ended 31 March 2022:

We did not audit the financial statements of two subsidiaries namely Ola Electric Mobility Inc., USA and Ola Electric Mobility B.V, Netherlands as mentioned in Annexure A(iv), included in Group for the year ended 31 March 2022, whose share of total assets (before consolidation adjustments), total revenues (before consolidation adjustments) and net cash inflows / (outflows) (before consolidation adjustments) included in the consolidated financial statements for the year ended 31 March 2022 is tabulated below:

These financial statements were not audited by us or by other auditors and is based solely on such unaudited financial information which have been furnished to us by Management of the Company and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on such unaudited financial statements/ financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements/ financial information are not material to the Group.

Our opinion on the consolidated financial statements is not modified in respect of these matters.

9. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination report submitted by the Previous Auditor and Other Auditors for the respective years, we report that the Restated Consolidated Financial Information:

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

b) does not contain any qualifications requiring adjustments. Moreover, those qualifications in the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, which do not require any corrective adjustments in the Restated Consolidated Financial Information have been disclosed in Annexure VI to the Restated Consolidated Financial Information; and

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

10. We have not audited any financial statements of the Group as of any date or for any period subsequent to 31 March 2024. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group as of any date or for any period subsequent to 31 March 2024.

11. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited consolidated financial statements mentioned in paragraph 4 above.

12. 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 or the Previous Auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

13. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

14. Our report is intended solely for use of the Board of Directors for inclusion in the RHP and Prospectus to be filed with SEBI, Stock Exchanges and RoC in connection with the proposed 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.

Annexure A

(i) List of subsidiaries of the Ola Electric Mobility Limited (formerly known as Ola Electric Mobility Private Limited)

(ii) Details of subsidiary audited by other auditors for the respective years

(iii) Details of subsidiaries which are unaudited for the respective years as referred to in the audit report

(iv) Details of subsidiaries which are unaudited based the previous auditor reports

*This includes Etergo B.V., Netherlands, Ola Electric UK Private Limited, and Etergo Operations B.V., Netherlands

(v) Details of material subsidiaries for the years for which the restated financial information has been examined and audited by other auditors