We have audited the accompanying financial statements of MANIPAL FINANCE CORPORATION
LIMITED (CIN: L65910KA1984PLC005988) ("the Company"), which comprises the Balance Sheet as at
31^st March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the 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 "the Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us,
except for the effect of the matter described in the Basis of Qualified Opinion paragraph, 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, the loss and total
comprehensive income and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We draw attention to Note No.14.01, 28.01 and 28.26 of the financial statements. The Company has
incurred losses and its majority of funds are blocked in Non Performing Assets, raising a doubt about
the Company to continue as a going concern. The account, however have been prepared on a "going
concern basis" in view of management perception as detailed in Note No.28.01 as aforesaid. In this
connection, we are unable to comment on the ultimate realisability of the Company's assets
including Property, Plant & Equipment under lease. Accordingly, we are also unable to comment on
the Company's ability to settle its liabilities.

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditors' Responsibilities 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

Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the 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.

Emphasis of Matter

During the previous year 2021-22, the Company has remitted to the credit of Investors Education
and Protection Fund, all the unclaimed matured debentures and unclaimed matured subordinated
debts with interest till maturity as detailed in the aforesaid note, with the exception of the amount
involved in disputed cases (disputed before appropriate legal forum). The Company has disclosed
such disputed sum as "Other financial liabilities" in the audited statement of assets and liabilities,
with interest accrued till maturity. Our opinion is not modified in this matter.

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.

Except for the matter described in the 'Basis for Qualified Opinion' and 'Emphasis of Matter'
section, we have determined that there are no other key audit matters to communicate in our
report.

Other Information (other than the Financial Statements and Auditors' Report thereon)

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 Board's Report,
Corporate Governance Report (including shareholders information) and Schedule to Balance Sheet
of a Non-Banking Financial Company (as required in terms of Paragraph 9BB of Non-Banking
Financial Companies Prudential Norms (Reserve Bank) Directions, 1998) but does not include the
financial statements and our auditors' report thereon. The above information is expected to be
made available to us after the date of this auditors' report.

Our opinion on the financial statements does not cover the other information and we will 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 identified 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.

When we read the Board's Report including Annexures to Board's Report, the Corporate Governance
Report (including shareholders information) and Schedule to Balance Sheet of a Non-Banking
Financial Company (as required in terms of Paragraph 9BB of Non-Banking Financial Companies
Prudential Norms (Reserve Bank) Directions, 1998), if we conclude that there is a material

misstatement therein, we are required to communicate the matter to those charged with
governance.

Responsibility of Management for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies
Act, 2013 ("the Act") with respect to the preparation and presentation of these 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 Indian Accounting Standards (Ind AS) specified
under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 as
amended. 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 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, 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.

Auditors' Responsibilities 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 auditors'
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 misstatements 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 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 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 auditors' 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 auditors' 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 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 the 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 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, 2016 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we
give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

2. As required by the Master Direction DNBS PPD.03/66.15.001/2016-17 dated 29.09.2016
(RBI/DNBS/2016-17/48) issued by the Reserve Bank of India, Department of Non-Banking
Supervision Central Office we will be giving a statement of matters specified in paragraph 3(A) &
3(B) of the order at a later date.

3. In terms of press release issued by Reserve Bank of India dated 27.06.2001, we state that:

a) The Certificate of Registration as issued by the Reserve Bank of India is not in force, since same
was cancelled during December 2004.

b) The Company has not obtained credit rating.

c) The capital adequacy ratio is negative and accordingly the Company's loans, advances and
investments are above the credit exposure limits.

d) The Company has not filed the prudential returns and annual returns as per revised directives.
However, the Company has filed such returns as per the directives as prevailed till 31st March
2011 i.e. prudential returns on half yearly basis and annual return once a year.

e) The public deposits have been fully repaid by the Company during the previous year ending 31^st
March 2022. The Company has not accepted/renewed any deposits during the current year.

f) The Company does not have any outstanding deposits as on 31^st March 2025 and accordingly the
question of creating floating charge in favor of the depositors, on the statutory liquid assets
invested does not arise.

g) The Company has not closed any of its branches during the year. Therefore, the question of
making any comments therein does not arise.

4. 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 except for the matters stated in the
paragraph 4 (j)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.

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

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

(e) Our Qualifications as given under paragraph titled “Basis for qualified opinion" may have
adverse effect on the functioning of the Company, if the management perception as detailed
in Note 28.01 of financial statement does not materialize. However, our observation as given
under paragraph titled "Emphasis of matter" will not have adverse effect on the functioning
of the Company.

(f) The qualification/observations relating to the maintenance of accounts and other matters
connected therewith are as stated in the "Basis for Qualified Opinion paragraph", and
"Emphasis of Matter paragraph" above.

(g) The Management of the Company is of the opinion that its directors are not disqualified u/s
164(2) of the Companies Act, 2013 as on 31^st March 2025 for the reasons as stated in Note
28.11 of the financial statements. Accordingly, the directors have given the written
representations as on 31^st March 2025 that they are not disqualified to be the directors of
the Company u/s 164(2) of the Companies Act, 2013, which has been taken on record by the
Board of Directors. Accordingly, we are of the opinion that none of the directors of the
Company disqualified as on 31^st March 2025 from being appointed as directors in terms of
Section 164(2) of the Companies Act, 2013.

(h) 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 a qualified opinion on the adequacy and operating
effectiveness of the Company's internal financial controls over financial reporting.

(i) With respect to the other matters to be included in Auditors' Report in accordance with the
requirements of section 197(16) of the Act, as amended:

The Company has not paid any managerial remuneration to its directors, other than sitting
fees. In our opinion and to the best of our information and according to the explanations
given to us, the remuneration (i.e. sitting fees) so paid by the Company to its directors
during the year is in accordance with the provisions of section 197 of the Act.

(j) With respect to the other matters to be included in the Auditors' 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 stated vide 28.10 and 28.29 of the financial statement that the
impact of pending litigations on its financial position is not ascertainable for the
reasons as stated in the aforesaid notes.

ii. The Company did not have any long-term contracts including derivatives contracts for
which there were any material foreseeable losses, which has been confirmed by the
management vide Note 28.29 of the financial statement.

iii. The Company has transferred unclaimed amounts of debentures and subordinated
debts with interest upto maturity to the investor education and protection fund on
29th March, 2022 as given in Note 14 read with sub notes thereon.

iv.

A) The management has represented that, to the best of its knowledge and belief,
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 persons or entities, including foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall
a) directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or b)
provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries

B) The management has represented that, to the best of its knowledge and belief, no
funds have been received by the Company from any persons or entities, including
foreign entities ("Funding Parties"), with the understanding, whether recorded in
writing or otherwise, that the Company shall a) directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of the Funding Party or b) provide any guarantee,
security or the like from or on behalf of the Ultimate Beneficiaries; and

C) Based on such audit procedures as 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 (iv)(A) and ((iv)(B) contain any material
misstatement.

v. The Company has not declared or paid any dividend during the year. Therefore,
commenting on compliance of Sec 123 of the Act does not arise.

vi. Based on our examination which included test checks and also disclosed by the
management vide note 28.27 of standalone financial statement, the Company has
used the accounting software for maintaining its books of accounts which does not
have a feature of audit trail (edit log) facility.

For SRIRAMULU NAIDU & CO
CHARTERED ACCOUNTANTS
Firm's Registration Number: 008975S

Place: MANIPAL
Date : 30^th May 2025

Sd/-

CA Sriramulu Naidu
PARTNER

Membership Number: 018244
UDIN: 25018244BMGETZ6698