We have audited the accompanying Standalone Financial
Statements of Niyogin Fintech Limited ("the Company"), which
comprise the standalone Balance Sheet as at March 31, 2025,
and the standalone Statement of Profit and Loss (including
Other Comprehensive Income), the standalone Statement
of Changes in Equity and the standalone Statement of Cash
Flows for the year then ended, and notes to the standalone
financial statements, including a summary of significant
accounting policies and other explanatory information ("the
Standalone Financial Statements").

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 ("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 Companies (Indian Accounting Standards)
Rules, 2015 as amended, the relevant circulars, guidelines
and directions issued by the Reserve Bank of India ("RBI")
from time to time ("RBI Guidelines") and other accounting
principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2025, of its loss (including other
comprehensive loss), its cash flows and the changes in equity
for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards
on Auditing (SAs) 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 ("ICAI") together with the ethical requirements that are
relevant to our audit of the Standalone 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 ICAI's 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 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, 2025. 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.

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.

Classification and measurement of loans and allowance for Expected Credit Loss (ECL) on Loans

Charge to the Statement of Profit and Loss for the year ended 31 March 2025 - 931.25 Lakhs Total ECL Provision as at March 31,
2025 - 1,550.01 Lakhs (including management overlay of ' 256.00 Lakhs)

Refer accounting policies in Note 3.6 to the standalone financial statements

INFORMATION OTHER THAN THE STANDALONE
FINANCIAL STATEMENTS AND AUDITOR'S
REPORT THEREON

The Company's Board of Directors is responsible for the
preparation of other information. The other information
comprises the information included in the Board's Report
(including Annexures thereto) and Management Discussion
And Analysis ("MD&A") collectively referred to as "Other
Information"), but does not include the Standalone Financial
Statements and our auditor's report thereon. The Other
Information referred above 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 the other information is materially
inconsistent with the Standalone Financial Statements or
our knowledge obtained during the course of our audit, or
otherwise appears to be materially misstated.

When we read the Other Information if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and determine the actions under the applicable laws and
regulations.

We have nothing to report in this regard.

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, changes in equity and cash flows
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 issued thereunder. 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 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
statement 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, the Board of
Directors 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 the Board of Directors either intends
to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Board of Directors 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 scepticism
throughout the audit. We also:

• 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.

• 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 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 financial statements, including the disclosures,
and whether the financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation and

• Obtain sufficient appropriate audit evidence regarding
the Standalone Financial Statements of the Company to
express an opinion thereon.

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 financial statements of the
current period 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 ''Annexure A" a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

2. As required by Section 143(3) of the Act, we report 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.

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss, the Standalone
Statement of Changes in Equity and the Standalone
Statement of Cash Flow dealt with by this Report
are in agreement with the books of account.

(d) In 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.

(e) On the basis of the written representations received
from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the
directors are disqualified as on March 31, 2025 from
being appointed as a director in terms of Section
164 (2) of the Act.

(f) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure B".

3. With respect to the matter to be included in the Auditor's
Report under Section 197(16) of the Act, based on our
audit and according to the information and explanations
given to us, the remuneration paid by the Company to its
directors during the current year is in accordance with
the provisions of and limit laid down under Section 197
read with Schedule V of the Act.

4. 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 we report as under:

i. The Company does not have any pending
litigations which would impact its financial
position;

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 to

us that, to the best of its knowledge and
belief, no funds (which are material either
individually or in the aggregate) 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 or entity, including foreign entity
("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 also represented
to us, that, to the best of its knowledge
and belief, no funds (which are material
either individually or in the aggregate)
have been received by the Company
from any person or entity, including
foreign entity ("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;

(c) Based on the audit procedures 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) contain any material misstatement.

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

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining
its books of account for the financial year ended March 31, 2025 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.
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.

For Pijush Gupta & Co

Chartered Accountants
ICAI Firm Registration Number: 309015E

Pijush Kumar Gupta

Partner

Membership Number: 015139
UDIN: 25015139BMOZQV5141

Kolkata
May 15, 2025