We have audited the accompanying financial statements
of Ather Energy Limited (formerly known as Ather Energy
Private Limited) (the “Company”), which comprise the
Balance Sheet as at March 31, 2026, the Statement
of Profit and Loss (including Other Comprehensive
Income), the Statement of Cash Flows and the Statement
of Changes in Equity for the year ended on that date, and
notes to the 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
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, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company
as at March 31, 2026, its loss and 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 of the financial statements
in accordance with the Standards on Auditing (“SA”s)
specified under section 143(10) of the Act. Our
responsibilities under those Standards are further
described in the Auditor’s Responsibility for the Audit of
the 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 financial statements under
the provisions of the Act and the Rules made 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 obtained by
us is sufficient and appropriate to provide a basis for our
audit opinion on the 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
financial statements of the current period. These matters
were addressed in the context of our audit of the 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.

Information Other than the Financial Statements
and Auditor’s Report Thereon

• The Company’s Board of Directors is responsible for
the other information. The other information comprises
the information included in the Board report including
the Annexures to the Board report and Management
Discussion and Analysis but does not include the
financial statements and our auditor’s report thereon.

• Our opinion on the 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 financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained during the course of our audit
or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact. We
have nothing to report in this regard.

Responsibilities of Management and Board of
Directors for the 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 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
Ind AS specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding
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 financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, management
and Board of Directors are 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 intend to liquidate the Company
or to cease operations, or has no realistic alternative but to
do so.

The Company’s Board of Directors is also responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the 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 financial
statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
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 financial controls
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 the 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.

Materiality is the magnitude of misstatements in the
financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a
reasonably knowledgeable user of the financial statements
may be influenced. We consider quantitative materiality
and qualitative factors in (i) planning the scope of our audit
work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the
financial statements.

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 financial controls
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 Section 143(3) of the Act, based on our

audit 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 Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive income,
the Statement of Cash Flows and Statement of
Changes in Equity dealt with by this Report are in
agreement with the relevant books of account.

d. In our opinion, the aforesaid financial statements
comply with the Ind AS specified under Section
133 of the Act.

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. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in “Annexure A”. Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company’s
internal financial controls with reference to
financial statements.

g. With respect to the other matters to be included
in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as
amended, in our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by the Company
to its directors during the year is in accordance
with the provisions of section 197 of the Act.

h. 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 financial statements - Refer Note 35 to the
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 48(A) to
the 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, 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 48(B) to
the 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, 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 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 (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.

v. The Company has not declared or paid any
dividend during the year and has not proposed
final dividend for the year.

vi. Based on our examination, which included test
checks, the Company has used accounting
software systems for maintaining its books
of account for the financial year ended
March 31, 2026 which have the feature of
recording audit trail (edit log) facility and the
same has operated throughout the year for all
relevant transactions recorded in the software
systems. 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.

2. As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in “Annexure
B” a statement on the matters specified in paragraphs
3 and 4 of the Order.

For Deloitte Haskins & Sells

Chartered Accountants

(Firm’s Registration No. 008072S)

Gurvinder Singh

(Partner)

Place: Bengaluru (Membership No. 110128)

Date: May 04, 2026 (UDIN: 26110128PFTQDY6670)