Zelio E-Mobility Ltd Auditor Reports

FINANCIAL INFORMATION OF THE COMPANY INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED FINANCIAL INFORMATION

To,

The Board of Directors,

Zelio E-Mobility Limited

(formerly known as Zelio Auto Private Limited)

Khewat No 510, 442, Hisar Road,

Ladwa Distt., Hisar-125006, Haryana, India

Dear Sirs,

Subject: Proposed SME Initial Public Issue of Equity Shares of Zelio E-Mobility Limited.

1. We have examined the accompanying Restated Financial Statements of Zelio E-Mobility Limited (the ‘Company), which comprise the Restated Summary Statement of Assets and Liabilities as at 31^st March, 2025, 31^st March, 2024 and 31^st March, 2023, the Restated Summary Statement of Profit and Loss and the Restated Summary Statement of Cash Flow for the years ended 31^st March, 2025, 31^st March, 2024 and 31^st March, 2023, the Statement of Significant Accounting Policies, the Notes and Annexures as forming part of these Restated Financial Statements (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on September 10, 2025 for the purpose of inclusion in the Red Herring Prospectus/Prospectus ("Offer Document") prepared by the Company in connection with its proposed SME Initial Public Offer of equity shares ("SME IPO") prepared in terms of the requirements of:

i. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");

ii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI (ICDR) Regulations"); and

iii. 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 Board of Directors are responsible for the preparation of these Restated Financial Information for the purpose of inclusion in the Offer Document to be filed with Securities and Exchange Board of India, relevant stock exchanges and Registrar of Companies, Delhi in connection with the proposed SME IPO. The Restated Financial Information of the Company have been prepared by the management of the Company and approved by the Board of Directors on the basis of preparation stated in Annexure IV of the Restated Financial Information. Our responsibility is to examine the Restated Financial Information and confirm whether such Restated Financial Information comply with the requirements of the Act, SEBI (ICDR) Regulations and the Guidance Note.

3. We, S. P. Chopra & Co., Chartered Accountants, have been subject to peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid peer review certificate dated 8^th August, 2024 which is valid till 31^st August, 2027.

4. 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 28^th January, 2025 in connection with the proposed SME IPO of the Company.

b) 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 SEBI (ICDR) Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the SEBI (ICDR) Regulations and the Guidance Note in connection with the SME IPO.

5. These Restated Financial Information have been compiled by the management from the Audited Financial Statements of the Company for the years ended 31^st March, 2025, 31^st March, 2024 and 31^st March, 2023 which have been approved by the Board of Directors of the Company and have been audited by its statutory auditors M/s. Murari Garg & Co., Chartered Accountants, and they have issued unmodified audit opinions thereon dated August 30, 2025, September 06, 2024 and September 01, 2023 respectively.

6. Based on our examination and according to the information and explanation given to us:

a. the Restated Financial Information have been prepared after incorporating adjustments for the changes in accounting policies, material error and regrouping/ reclassifications retrospectively, if any, in the years 31^st March, 2025, 31^st March, 2024 and 31^st March, 2023 to reflect the same accounting treatment as per the same accounting policies and grouping/classifications for all reporting years

b. There are no reservations, qualifications, emphasis of matter or adverse remark in the auditors reports on the financial statements for the years ended 31^st March, 2025, 31^st March, 2024 and 31^st March, 2023, as referred in paragraph 5 above which may require any adjustments to the Restated Financial Statements.

c. the Restated Financial Information have been prepared in accordance with the Act, SEBI (ICDR) Regulations and the Guidance Note.

d. The Restated Financial Information have been prepared after incorporating adjustments for prior period and other material amounts in the respective financial year to which they relate;

e. Extra-ordinary items that need to be disclosed separately in the accounts have been disclosed wherever required and/or considered necessary;

f. Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as considered necessary/appropriate and are to be read in accordance with the Significant Accounting Polices as set out in Annexure IV and Other Notes as set out in Annexure VI to the Restated Financial Statements.;

g. There was no change in accounting policies, which needs to be adjusted in the Restated Financial Statements;

h. There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements.

7. In accordance with the requirements of the Act including the rules made there under, SEBI (ICDR) Regulations, Guidance Note and Engagement Letter, we report that:

a. The "Restated Summary Statement of Asset and Liabilities" of the Company as at 31^st March, 2025, 31^st March, 2024 and 31^st March, 2023, examined by us, as set out in Annexure I to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and are more fully described in notes to the Restated Summary Statements to this report.

b. The "Restated Summary Statement of Profit and Loss" of the Company for the years ended 31^st March, 2025, 31^st March, 2024 and 31^st March, 2023, examined by us, as set out in Annexure II to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and are more fully described in notes to the Restated Summary Statements to this report.

c. The "Restated Summary Statement of Cash Flow" of the Company for the years ended 31^st March, 2025, 31^st March, 2024 and 31^st March, 2023, examined by us, as set out in Annexure III to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and are more fully described in notes to the restated financial statements to this report.

8. We have also examined the following other financial information relating to the Company prepared by the management and as approved by the Board of Directors of the Company and annexed to this report for the year ended 31^st March, 2025, 31^st March, 2024 and 31^st March, 2023 proposed to be included in the Offer Document for the proposed SME IPO.

Annexures to Restated Financial Statements/Information of the Company:

a) Basis of Preparation and Significant Accounting Policies in Annexure IV of this report;

b) Statement of Material Adjustments to the Financial Statements in Annexure V of this report;

c) Other Notes to the Restated Financial Statements in Annexure VI of this report;

d) Restated Statement of Contingent Liabilities and Commitments in Annexure VII of this report;

e) Restated Statement of Related Party Transactions in Annexure VIII of this report;

f) Restated Statement of Mandatory Accounting Ratios in Annexure IX of this report;

g) Restated Statement of Capitalisation in Annexure X of this report;

h) Restated Statement of Tax Shelter in Annexure XI of this report;

i) Restated Statement of Share Capital as appearing in Note A to this report;

j) Restated Statement of Reserves and Surplus as appearing in Note B to this report

k) Restated Statement of Long Term Borrowings as appearing in Note C to this report;

l) Restated Principal terms of Secured Loans and Assets charged as security as appearing in Note C.2 to this report;

m) Restated Statement of Deferred Tax Liabilities/(Assets) (Net) as appearing in Note D to this report;

n) Restated Statement of Long Term Provisions as appearing in Note E to this report

o) Restated Statement of Short Term Borrowings as appearing in Note F to this report;

p) Restated Statement of Trade Payables as appearing in Note G to this report;

q) Restated Statement of Other Current Liabilities as appearing in Note H to this report;

r) Restated Statement of Short Term Provisions as appearing in Note I to this report;

s) Restated Statement of Property, Plant and Equipment as appearing in Note J to this report;

t) Restated Statement of Capital Work in Progress as appearing in Note K to this report;

u) Restated Statement of Other Non Current Assets as appearing in Note L to this report

v) Restated Statement of Inventories as appearing in Note M to this report;

w) Restated Statement of Trade Receivables as appearing in Note N to this report;

x) Restated Statement of Cash and Cash Equivalents as appearing in Note O to this report;

y) Restated Statement of Short Term Loans and Advances as appearing in Note P to this report;

z) Restated Statement of Revenue from Operations as appearing in Note Q to this report; aa) Restated Statement of Other Income as appearing in Note R to this report;

bb) Restated Statement of Cost of Material Consumed as appearing in Note S to this report; cc) Restated Statement of Direct Expenses as appearing in Note T to this report;

dd) Restated Statement of Change in Inventories of Finished Goods as appearing in Note U to this report; ee) Restated Statement of Employee Benefit Expenses as appearing in Note V to this report; ff) Restated Statement of Finance Costs as appearing in Note W to this report;

gg) Restated Statement of Depreciation and Amortization Expenses as appearing in Note X to this report;

hh) Restated Statement of Other Expenses as appearing in Note Y to this report;

ii) Restated Ageing of Trade Payables as appearing in Note ZA to this report;

jj) Restated Ageing of Trade Receivables as appearing in Note ZB to this report;

kk) Restated Statement of Accounting Ratios as appearing in Note ZC to this report;

9. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned in paragraph 5 above.

10. 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 other auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

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

12. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Document to be filed with Securities and Exchange Board of India, relevant stock exchange and Registrar of Companies, Delhi in connection with the proposed SME 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.

13. In our opinion, the above financial information contained in Annexure I, Annexure II and Annexure III to this report read with the respective Significant Accounting Polices as set out in Annexure IV and Other Notes to the Restated Financial Statements as set out in Annexure VI are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, SEBI (ICDR) Regulations, Engagement Letter and Guidance Note and give a true and fair view in conformity with the accounting principles generally accepted in India, to the extent applicable.

For S. P. Chopra & Co.

Chartered Accountants

Firm Regn. No. 000346N

Sd/-

(Pawan K. Gupta)

Partner

M. No. 092529

UDIN: 25092529BMNZMR7239

Place: Hisar

Date: September 10, 2025.