Auditor Report of Turtlemint Fintech Solutions Ltd.

We have audited the accompanying standalone financial statements of Turtlemint Fintech
Solutions Limited (formerly Turtlemint Fintech Solutions Private Limited and Fintech Blue
Solutions Private Limited) ("the Company"), which comprise the Balance sheet as at March
31 2026, the Statement of Profit and Loss, including the 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 standalone financial statements, including a summary of material
accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given
to us, the aforesaid standalone financial statements give the information required by the
Companies Act, 2013, as amended ("the Act") in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31,2026, its loss including other comprehensive
income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the ''Auditor’s Responsibilities for the Audit
of the Standalone 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 thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone 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 for the financial year ended
March 31,2026. 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. For each matter below, our description of how our audit
addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be
communicated in our report. We have fulfilled the responsibilities described in the Auditor’s
responsibilities for the audit of the standalone financial statements section of our report,
including in relation to these matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement
of the standalone financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion
on the accompanying standalone financial statements.

OTHER INFORMATION

The Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual report, but does not include
the standalone financial statements and our auditor’s report thereon. The Annual report is
expected to be made available to us after the date of this auditor’s report.

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

In connection with our audit of the standalone financial statements, our responsibility is
to read the other information identified above when it becomes available and, in doing so,
consider whether such other information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.

When we read the Annual report, if we conclude that there is a material misstatement therein,
we are required to communicate the matter to those charged with governance.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE
FOR THE STANDALONE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in section 134(5)
of the Act with respect to the preparation of these standalone 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 accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of 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; and the design, implementation
and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for
assessing the Company’s 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.

Those charged with governance are also responsible for overseeing the Company’s financial
reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor’s 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 standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• I dentify and assess the risks of material misstatement of the standalone 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.

• 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 with reference to financial statements in place and
the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management’s 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 Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s 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 auditor’s
report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance 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 determine those
matters that were of most significance in the audit of the standalone financial statements
for the financial year ended March 31, 2026 and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order"), issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Act, we

give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of

the Order.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books, except for
the matters stated in paragraph 2(i)(vi) below on reporting under Rule 11(g) the
Companies (Audit and Auditors) Rules, 2014, as amended;

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement
of 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) I n our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rules, 2015, as amended;

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

(f) The modification relating to the maintenance of accounts and other matters
connected therewith are as stated in paragraph 2(b) above on reporting under
Section 143(3)(b) and paragraph 2(i)(vi) below on reporting under Rule 11(g);

(g) With respect to the adequacy of the internal financial controls with reference to
these standalone financial statements and the operating effectiveness of such
controls, refer to our separate Report in "Annexure 2" to this report;

(h) In our opinion, the managerial remuneration for the year ended March 31, 2026
has been paid / provided by the Company to its directors in accordance with the
provisions of section 197 read with Schedule V to the Act;

(i) With respect to the other matters to be included in the Auditor’s 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 standalone financial statements - Refer Note 47 to the
standalone 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
Education and Protection Fund by the Company.

iv. a) The management has represented that, to the best of its knowledge

and belief, as disclosed in the note 45.2(vi) to the standalone 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,
whether, 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 has represented that, to the best of its knowledge
and belief, as disclosed in the note 45.2(vi) to the standalone 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, whether, 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; and

c) Based on such 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 (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination which included test checks, the Company has
used accounting software of SAP B! and Darwinbox for maintaining its
books of account which has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for all relevant transactions
recorded in the software except that, audit trail feature for SAP B! software
was not enabled for database-level changes until September 06, 2024. As
a result, the audit trails for the SAP B! software has not been preserved by
the Company in accordance with statutory requirements for record retention
until September 06, 2024, as described in note 49 to the standalone financial
statements. Further, during the course of our audit we did not come across

any instance of audit trail feature being tampered with. Additionally, the audit
trail of prior year(s) for the Darwinbox software has been preserved by the
Company as per the statutory requirements for record retention, to the extent
it was enabled and recorded in the respective years.

For S.R. Batliboi & Co. LLP

Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005

per Shrawan Jalan

Partner

Place of Signature: Mumbai Membership Number: 102102

Date: July !7, 2026 UDIN: 26102102OTCBKM2333