We have audited the accompanying Standalone Ind AS financial statements of MARTIN BURN LIMITED ("the
Company"). which comprise the Balance sheet as at 3 I st March 2026, the Statement of Profit and Loss (including
other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then
ended. and notes to the financial statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as "standalone Ind AS financial statements").

In our opinion and to the best of our information and according to the explanations given to us. the aforesaid
standalone Ind AS 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
31 st March 2026, its profit including other comprehensive income, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing
(SAs) specified under section 143( I 0) of the Companies Act. 2013. 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 (!CAI) 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 made thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the !CAi's 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.

Kev Audit Matters

Emphasis of Matter

We draw attention regarding the Company's lending and financing activities. The Company has represented that
it does not have any public funds and its asset size does not exceed Rs. 1,000 crore as at the balance sheet date.
However, the Company is engaged in lending activities, which constitutes "customer interface" under the provisions
of the Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale
Based Regulation) Directions, 2025 and the Amendment Directions, 2026 issued by Reserve Bank of India.

Further, based on the preliminary evaluation of the principal business criteria generally referred to as the "50- 50
test", wherein a company is treated as a Non-Banking Financial Company ("NBFC") if its financial assets constitute
more than 50% of its total assets (net of intangible assets) and income from financial assets constitutes more than
50% of its gross income, the Company falls within the regulatory framework applicable to NBFCs under Section 45-
IA of the Reserve Bank of India Act, 1934 and is required to obtain Certificate of Registration as an NBFC.

Further the Management has informed that the Company has taken cognizance of the matter. The Management
is in consultation with legal and professional advisors and has represented that appropriate compliance actions,
including initiation of the process for obtaining Registration, shall be undertaken by the Company in accordance
with the applicable laws and regulations.

Our opinion is not modified in respect of this matter.

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

The Company's Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board's Report including Annexures
to Board's Report and Shareholder's Information, but does not include the standalone financial statements and our
auditor's report thereon.

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 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.

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 Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013
("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, total comprehensive income, changes in equity and cash flows of
the Company in accordance with the accounting principles generally accepted in India, including the accounting
Standards 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 of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of appropriate of 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 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, 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 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 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 standalone financial statements, whether due to
fraud or enor, 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 l 43(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.

• 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
standalone 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.

Materiality is the magnitude ofmisstatements in the standalone 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 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 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"), as amended, issued by the
Government of India in terms of sub-section ( 11) of section 143 of the Act, and on the basis of such checks of
the books and records of the Company as we considered appropriate and according to the information and
explanations given to us, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and
4 of the said 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 purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as
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 the statement of changes in equity dealt with by this Report are in agreement with the
books of account;

d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the applicable Accounting
Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards)
Rules, 2015 as amended;

e. On the basis of the written representations received from the directors as on 3 I st March 2026 taken on
record by the Board of Directors, none of the Directors is disqualified as on 31 st March 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 over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal
financial controls over financial reporting.

g. As required under Section 197( 16) of the Companies Act, 2013, in our opinion and according to the

information and explanations given to us, the remuneration paid by the Company to its directors during
the year is not in accordance with the provisions of Section 197 of the Act. The Company has paid /
provided managerial remuneration aggregating to < 25.05 lakhs to its directors, which exceeds the limits
prescribed under Section 197 read with Section 198 and Schedule V of the Act by < 1.57 lakhs. The excess
remuneration paid to the directors is subject to refund / recovery in accordance with Section 197(9) of the
Act, unless otherwise regularised / waived in accordance with Section 197( I 0) of the Act.

h. As required under Section 181 of the Companies Act, 2013, in our opinion and according to the information
and explanations given to us, the Donation paid by the Company during the year in not accordance with
the provisions of Section 181 of the Act. The Company has paid/ provided donation aggregating to< 29.06
lakhs, which exceeds the limits prescribed under Section 181 of the Act by < 15.44 lakhs.

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. 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. Which described below;

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) In our opinion and to the best of our information and according to the explanations given to us,

Management has represented that. to the best of its knowledge and belief, other than as disclosed in
the notes to the accounts, 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) ln our opinion and to the best of our information and according to the explanations given to us,
Management has represented, that, to the best of its knowledge and belief, other than as disclosed
in the notes to the accounts, 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;

(c) In our opinion and to the best of our information and according to the explanations given to us, nothing
has come to their notice that has caused us to believe that the representations under subclause (i)

and (ii) of Rule 11 (e), as provided under (a) and (b) above, 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
for maintaining its books of account for the financial year ended March 31, 2026 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 management has represented that
the audit trial feature cannot be disabled. Company has preserved the Audit Trail as per the statutory
requirements for records retention.

S D AND ASSOCIATES

Chartered Accountants

Firm Registration No. 016223C

Ganesh Kumar Keshri

Partner

Membership No. 302102

UDIN: 26302102ONGZCl1963

Place: Kolkata

Date: 28th May, 2026