Fedbank Financial Services Ltd Auditor Reports

The Board of Directors

Fedbank Financial Services Limited Kanakia Wall Street Andheri Kurla Road Andheri (East) Mumbai - 400093

Dear Sirs,

1. We have examined the attached Restated Financial Information of Fedbank Financial Services Limited (the "Company"), comprising the Restated Statement of Assets and Liabilities as at 31 March 2023, 31 March 2022 and 31 March 2021, the Restated Statement of Profit and Loss (including other comprehensive income), the Restated Statement of Changes in Equity, the Restated Cash Flow Statement for the years ended 31 March 2023, 31 March 2022 and 31 March 2021, the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 21 June 2023 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") prepared by the Company in connection with the Issuers proposed Initial Public Offer of equity shares ("IPO") prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the "Act");

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

c) 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 is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India ("SEBI") and relevant stock exchanges, where the equity shares of the Company are proposed to be listed, in connection with the proposed IPO. The Restated Financial Information have been prepared by the management of the Company on the basis of preparation stated in note 2.1 to the Restated Financial Information. The Board of Directors of the Company responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

3. We have examined such 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 09 June 2023 and addendum to engagement letter dated 14 June 2023 in connection with the proposed IPO of equity shares 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 ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

4. These Restated Financial Information have been compiled by the management from audited Ind AS financial statements of the Company as at and for the year ended 31 March 2023, 31 March 2022 and 31 March 2021 which were prepared in accordance with Ind AS as 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 which have been approved by the Board of Directors at their meeting held on 26 May 2023, 18 May 2022 and 12 May 2021 respectively.

5. For the purpose of our examination, we have relied on:

a) Auditors report issued by us dated 26 May 2023 on the financial statements of the Company as at and for the year ended 31 March 2023 as referred in Paragraph [4] above;

b) Auditors report issued by us dated 18 May 2022 on the financial statements of the Company as at and for the year ended 31 March 2022 as referred in Paragraph [4] above; and

c) Auditors Report issued by the Previous Auditors dated 12 May 2021 on the financial statements of the Company as at and for the year ended 31 March 2021, as referred in Paragraph [4] above.

The audit for the financial year ended 31 March 2021 was conducted by the Companys auditors, [Varma & Varma Chartered Accountants], (the "Previous Auditors"), and accordingly reliance has been placed on the Restated Statement of Assets and Liabilities and the Restated Statement of Profit and Loss (including Other Comprehensive Income), Restated Statement of Changes in Equity and Restated Cash Flow Statement, the Summary Statement of Significant Accounting Policies, and other explanatory information (hereinafter referred as the "March 2021 Restated Financial Information") examined by them for the said year. The examination report included for the said year is based solely on the examination report dated 21 June 2023 submitted by the Previous Auditors. They have also confirmed that the March 2021 Restated Financial Information:

i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial year ended 31 March 2021 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the financial year ended 31 March 2023;

ii) does not contain any qualifications requiring adjustments, further the matter(s) giving rise to emphasis of matter paragraph and other matter paragraph mentioned in paragraph [6] below does not require any adjustment; and iii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

6. i) The Audit report on the financial statements as at and for the year ended 31 March 2022 issued by us, as referred in paragraph 4 above, contained the following Other Matter paragraph: The financial statements of the Company for the year ended 31 March 2021 were audited by the predecessor auditor who had expressed an unmodified opinion vide their report dated 12 May 2021. Our opinion is not modified in respect of above matter.

ii) The examination report on the restated financial information as at and for the year ended 31 March 2021 issued by the previous auditor dated 21 June 2023, as referred in paragraph 5 above, contained the following Emphasis of Matters paragraph:

We draw attention to Note 47.28 to the financial statements, which describe the extent to which the COVID-19 pandemic will impact the Companys financial performance will depend on future developments, which are highly uncertain. The financial statements do not include any adjustments that might result form the outcome of this uncertainty except to the extent stated in the said note. Our opinion is not modified in respect of this matter.

iii) The examination report on the restated financial information as at and for the year ended 31 March 2021 issued by the previous auditor dated 21 June 2023, as referred in paragraph 5 above, contained the following Other Matter paragraph:

During the current financial year, Non-Convertible Debentures (Debt) issued by the Company by private placement were listed on the Bombay Stock Exchange. However, as per the amendment to Section 2 (52) of the Companies Act, 2013 and insertion of Rule 2A in the Companies (Specification of Definitions Details) Rules, 2014, companies that have issued non-convertible debt securities issued on private placement basis in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 are not considered as Listed Companies. Accordingly, Standard on Auditing (SA) 701 - Communicating Key Audit Matters in the Independent Auditors Report - is not considered applicable and hence not reported. Our Opinion is not modified in respect of this matter.

7. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination report submitted by the Previous Auditor, we report that the Restated Financial Information: a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended 31 March 2022 and 31 March 2021 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the financial year ended 31 March 2023; b) does not contain any qualification, further the matter(s) giving rise to emphasis of matter paragraph and other matter paragraph mentioned in paragraph [6] above does not require any adjustment; and c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

8. 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 [4] above.

9. 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 the Previous Auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

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

11. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with Securities and Exchange Board of India and relevant stock exchanges in connection with the proposed IPO where the equity shares of the Company are proposed to be listed. 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.

Firms Registration No: 101248W/W-100022

Membership Number: 109503

UDIN: 23109503BGXUPM5455

Place of Signature: Mumbai

Date: 21 June 2023