Sodhani Academy of Fintech Enablers Ltd Auditor Reports

To,

The Board of Directors,

Sodhani Academy of Fintech Enablers Limited

(formerly known as Sodhani Financial Consultants Private Limited)

P No. C 373, First Floor, C Block Vaishali Nagar, Jaipur-302021, Rajasthan, India

Dear Sir

1. We have examined attached Restated Statement of Assets and Liabilities of Sodhani Academy of Fintech Enablers Limited (‘the

Company) formerly known as Sodhani Financial Consultants Private Limited which comprise the Balance Sheet as at March 31, 2024, March 31, 2023 and March 31, 2022 Restated statement of Profit & loss and Restated Statement of Cash flow statement for the period/years ended at March 31, 2024, March 31, 2023 and March 31, 2022 annexed to this report for the purpose of inclusion of draft prospectus and/or prospectus prepared by the company (collectively the "Restated Summery Statement " or "Restated Financial Statement"). These Restated Summery Statements have been prepared by the Company and approved by the Board of Directors of the company in connection with its proposed SME initial Public Offerings (IPO) of Equity Shares ("SME IPO") on relevant Stock Exchange.

2. These restated summary statements have been prepared in accordance with the requirements of:

(i) sub-clauses (i) and (iii) of clause (b) of sub-section (1) of section 26 of the Companies Act, 2013 ("the Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014;

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations2018, as amended ("ICDR Regulations") and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI")

(iii) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note")

3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for thepurpose of inclusion in the Draft Offer Document/ Offer Document to be filed with Securities and Exchange Boardof India, relevant stock exchange and Registrar of Companies, Mumbai in connection with the proposed SME IPO.The Restated Financial Information has been prepared by the management of the Company on the basis of preparation of the Restated Financial Information. The Board of Directors responsibility includes designing implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors is also responsible for identifying and ensuring that the Company complies with the Companies Act, (ICDR) Regulations and the Guidance Note.

4. We, J C Kabra & Associates, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds the peer review certificate dated October 22, 2021 and valid till October 31, 2024. We confirm that there is no express refusal by the peer review board of ICAI to renew the certificate and the process to renew the peer review certificate has been initiated by us

5. We have examined such restated financial statements taking into consideration:

(i) The terms of reference and terms of our engagement agreed upon with you in accordance with our letter dated July 05 ,2023 in connection with the Draft Offer Document/ Offer Document being issued by theCompany for its proposed Initial Public Offering of equity shares on relevant stock exchange ("IPO" or "SME IPO"); and

(ii) The Guidance Note on Reports in Company Prospectus (Revised) issued by the Institute of Chartered Accountants of India ("Guidance Note"). The Guidance Note also requires that we comply with the ethicalrequirements of the Code of Ethics issued by the ICAI.

(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and

(iv) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely toassist 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.

6. These Restated Financial Statements of the Company have been extracted by the management from the audited financial statements of the Company for the period ended on as at March 31, 2024, March 31, 2023 and March 31, 2022 which has been approved by the Board of Directors. The Opening Balance of Reserve and Surplus has been extracted from the Closing Balance of Reserve and Surplus from Restated Financials of 2020-21 of the Company.

7. Based on our examination, we are of the opinion that the restated financial statements have been prepared:

a) Using consistent accounting policies for all the reporting periods;

b) Adjustments for prior period and other material amounts in the respective financial years to which they relate;

c) There are no extra-ordinary items other than those appearing in financials that need to be disclosed separately in the accounts and requiring adjustments;

d) There are no audit qualifications in the audit reports issued by the us for the period ended year ended March 31,2024, and the statutory auditor for the period ended March 31, 2023 and March 31, 2022 whose report we have considered in the restated financial statement which would require adjustments in these restated financial statements of the Company.

8. Audit for the period ended March 31,2024 & March 31, 2023 were conducted by us, whereas audit for March 31, 2022 were conducted by D Jain & Co. The financial report included for these periods is based solely on the report submitted by D Jain & Co. for March 31, 2022.

9. We have also examined the following other financial information relating to the Company prepared by the Managementand as approved by the Board of Directors of the Company and annexed to this report relating to the Company for the year ended on March 31, 2024, 2023 and 2022 proposed to be included in the Draft Offer Document/ Offer Document.

Annexure to restated financial statements of the Company:

1. Restated statement of assets and liabilities, as restated;

2. Restated statement of profit and loss, as restated;

3. Restated statement of cashflow as restated;

4. Restated significant accounting policies and notes to accounts:

5. Share capital as restated;

6. Reserves and surplus as restated;

7. Short-term borrowings as restated;

8. Other current liabilities as restated;

9. Short-term provisions as restated;

10. Property, Plant & Equipment as restated;

11. Non-current investment as restated;

12. Other Non-Current Assets restated;

13. Current Investment;

14. Trade receivables as restated;

15. Cash & cash equivalents as restated;

16. Short-term loans & advances as restated;

17. Other current assets as restated;

18. Revenue from operations as restated;

19. Other income as restated;

20. Employees benefit expenses as restated;

21. Finance cost as restated;

22. Other expenses as restated;

23. Earnings per share (EPS) as restated;

24. Related party transactions as restated;

25. Tax shelter as restated;

26. Deferred Tax Assets as restated;

27. Statement of accounting ratios & additional Information as restated,

10. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued byany other firm of chartered accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein

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

12. In our opinion, the above financial information contained in Annexure 1 to 39 of this report read with the respective significant accounting policies and notes to restated summary statements as set out in Annexure 2 are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note.

13. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Offer Document/ Offer Documentin connection with the SME IPO. Our report should not be used, referred to or adjusted for any other purpose except withour consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose orto any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For J C KABRA & ASSOCIATES

Chartered Accountants

Firm Registration Number: 115749W

Sd/-

CA VIKASH KUMAR SOMANI

Partner

Membership Number: 137012

UDIN: 24137012BKDCNB7552

Place: Jaipur

Date: June 28, 2024