We have audited the accompanying
financial statements of Golden Legand
Leasing and Finance Limited ("the
Company”), which comprise the Balance
Sheet as at March 31, 2025 and the
Statement of Profit and Loss (including
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 financial
statements, including a summary of
material accounting policies and other
explanatory information (herein after
referred to as "the Financial Statements”).

In our opinion and to the best of our
information and according to the
explanations given to us, except for the
possible effects of the matter described in
the Basis for Qualified Opinion section
below, 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 read with the
companies(Indian Accounting Standards)
Rules, 2015, as amended, ('Ind AS') and
other accounting principles generally
accepted in India, of the state of affairs of
the Company as at March 31, 2025, its
loss, total comprehensive loss, its cash
flows and the changes in equity for the
year ended on that date.

Basis for Qualified Opinion

a) . There was no system of obtaining

periodical confirmation of balances
relating to trade receivables, trade
payables, loans and advances,
borrowings and current liabilities. The
effect of the same on the result for the
period is not ascertainable.

b) . The Company has not done any

retrospective adjustment of prior
period errors and omissions by
restating the comparative amounts
for prior period presented or, where
the errors relate to the period (s)
before the earliest prior period
presented, restating the opening
balance of assets, liabilities and
equity for that period. This is in
contravention to Indian accounting
standard (Ind AS) 8 (Accounting
Policies, Changes in Accounting
Estimates and Errors).

In the absence of information, the effect
of which cannot be quantified, we are
unable to comment on the possible
impact of the items stated in the point
nos. (a) And (b) above on the Ind-AS
financial statements of the Company for
the year ended on March 31, 2025.

We conducted our audit of the financial
statements in accordance with the
Standards on Auditing (SAs) specified
under section 143(10) of the Act (SAs).
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 together with the
ethical requirements that are relevant to
our audit of the financial statements
under the provisions of the Act and the
Rules there under,

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 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 of the
current period. 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.

In addition to the matter described in the
"Basis for Qualified Opinion” section, we
have determined the following matter to
be a key audit matter to be communicated
in our report:

Revenue from Operations -First
Year of Operations as a Payment
Gateway and Aggregator

Description of the Key Audit Matter

The Company commenced its operations
as a listed Non-Banking Financial
Company (NBFC) engaged in payment
gateway and payment aggregator services
during the current financial year. Revenue
from operations primarily comprises
transaction processing fees, commission
income, service fees from merchants, and
other digital payment-related income.
Given the nature of the business, revenue
recognition involves high transaction
volumes, and multiple service offerings.
As this is the first year of operations, there
is an inherent risk regarding the
completeness, accuracy, and timing of
revenue recognition in accordance

with Ind AS 115 - Revenue from
Contracts with Customers. These factors
required significant auditor attention and
audit effort.

Our audit procedures include, but were
not limited to

1. Evaluating the appropriateness of the
Company's revenue recognition
policies and their compliance with Ind
AS 115.

2. Understanding and testing the design
and implementation of key internal
controls over the revenue cycle.

3. Assessing key revenue streams and
reviewing sample contracts with
merchants to evaluate performance
obligations and timing of revenue
recognition.

4. Performing substantive testing on a

sample of transactions to verify
amounts charged, timing of

recognition, and supporting
documentation.

5. Reperforming reconciliations between
bank transaction settlement data, and
accounting records.

6. Reviewing the adequacy of revenue
disclosures in the financial
statements.

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

1. The Company's Board of Directors is
responsible for the other information.
The other information comprises the
information included in the Board's
report including Annexures to the Board
report , Management discussion and
Analysis, Business responsibility and
substantiality report and corporate
governance report, but does not include
the financial statements and our
auditor's report thereon.

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

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

4. When we read the above reports, if we
conclude that there is a material
misstatement of this other information,
we are requested to communicate the
matter to these charged with
governance and take necessary action,
as applicable under the relevant laws
and regulation.

5. 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 Those Charged with
Governance for the Financial
Statements

The Company's Management and Board
of Directors are responsible for the
matters stated in Section 134(5) of the
Companies Act, 2013 ('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 Indian Accounting

Standards prescribed under Section 133
of the Act, read with Companies (Indian
Accounting Standards) Rules 2015, as
amended, and other accounting principles
generally accepted in India. 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; design,
implementation and maintenance of
adequate internal financial controls, that
are 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 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.

The Company's Board of Directors are
also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities for the
Audit of 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:

1. 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.

2. 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
system in place and the operating
effectiveness of such controls.

3. Evaluate the appropriateness of
accounting policies used and the
reasonableness of accounting

estimates and related disclosures
made by management.

4. 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.

5. 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 standalone financial
statements that, individually or in
aggregate, makes it probable that the
economic decisions of a reasonably
knowledgeable user of the standalone
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 of the Company regarding,
among other matters, the planned scope
and timing of the audit and significant
audit findings, including any significant
d eficiencies 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
determined the matters that were of most
significance in the audit of the financial
statements for the current period. And are
therefore the key audit matters. We
describe these matters in our auditor's
report unless law or regulation preclude
public disclosure, or 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, to the
extent applicable that:

a) We have sought and except for the
matter described in the Basis for
Qualified Opinion section above
obtained all the information and
explanations which to the best of our
knowledge and belief were
necessary for the purposes of our
audit of the aforesaid financial

b) In our opinion, except for the possible
effects of the matters described in the
Basis for Qualified Opinion section
above, proper books of account as
required by law relating to preparation
of the aforesaid financial statements
have been kept by the Company so far
as appears from our examination of
those books, except in relation to
compliance with the requirements of
audit trail, refer paragraph 2.vi below.

c) The Balance Sheet, the Statement of
Profit and Loss including 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) In our opinion, except for the possible
effects of the matters described in the
Basis for Qualified Opinion section
above, the aforesaid financial
statements comply with the
applicable Ind AS specified under
Section 133 of the Act.

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

f) The qualification relating to
maintenance of accounts and other
matters connected with the financial
statements are as stated in the Basis
for Qualified Opinion section above.

g) 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
B”. Our report expresses disclaimer of
opinion on the adequacy and
operating effectiveness of the
Company's internal financial controls
with reference to financial statements
for the reasons stated therein.

h) 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 Companies
Act, 2013, 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 is in
accordance with the provisions of
Section 197, read with Schedule V to
the Act and the applicable rules
thereunder.

2. With respect to the other matters
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 2(U) 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 and Education and
Protection Fund by the Company.

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) of the
Companies (Audit and Auditors)
Rules, 2014, as provided under (a) and
(b) above, contain any material
misstatement.

v. The Company has neither declared
nor paid any dividend during the year.

vi. Based on our examination, the
Company has used an accounting
software for maintaining its books of
account during the year ended March
31, 2025, which has a feature of
recording audit trail (edit log) facility,
the audit trail feature was not enabled
throughout the year ended March 31,
2025, Further, the audit trail feature
was not enabled at the database level
neither the accounting software to log
any direct data charges.

Further to above, and in the absence
of application security logs within the
accounting software, we are unable to
comment whether the audit trail
feature has been operated throughout
the year for all relevant transactions
recorded in the accounting software
during the year ended March 31,2025.
Further, during the course of our
examination, we did not come across
any instance of audit trail feature
being tampered with.

As proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 is
applicable from 1st April, 2023,
reporting under Rule 11(g) of the
Companies (Audit and Auditors)
Rules, 2014 on preservation of audit
trail as per the statutory requirements
for record retention is not applicable
for the year ended 31st March, 2024.

3. 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 A” a statement on the
matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.

For Sunil Vankawala and Associates

Chartered Accountants

Firm Registration No: 110616W

(Sunil T. Vankawala)

Proprietor

Membership No. 033461

UDIN:- 25033461BMNSIB6384

Place: Mumbai

Dated: 27.05.2025