We have audited the accompanying financial statements of
Manba Finance Limited ("the Company"), which comprise the
Balance Sheet as at March 31, 2025, 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 then ended March 31, 2025, and notes to the financial
statements, including a summary of the 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, 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 profit, total comprehensive income, the
changes in equity and its cash flows 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 (SAs) specified

under section 143(10) of the Act. Our responsibilities under
those SAs are further described in the Auditor's 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 (ICA) together with the ethical requirements that are
relevant to our audit of the financial statements under the
provisions of the Act 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 obtained by us is sufficient and appropriate
to provide a basis for our opinion on the financial statements.

Emphasis of Matter

1. We draw attention to Note 40 of the Financial Statements
in which the Company describes the expected credit loss
on loans, reconciliation of loss allowance provisions and
reconciliation of gross carrying amount. Our opinion is not
modified in respect of this matter.

2. We draw attention to Note 41 of the Financial Statements
in which the Company describes the fair values of financial
assets and financial liabilities. Our opinion is not modified
in respect of this matter.

3. We draw attention to Note 44 of the Financial Statements
in which the Company describes the maturity analysis
of assets and liabilities. Our opinion is not modified in
respect of this matter.

Information other than the financial statements and auditor's
report thereon

The Company's management and Board of Directors are
responsible for the other information. The other information
comprises the information included in Management Discussion
and Analysis, Board's Report including Annexures to Board's
Report, Business Responsibility Report, Corporate Governance
and Shareholder's Information, but does not include the
financial statements and our auditors' report thereon. The
annual report 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 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 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 annual report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and take necessary actions, as applicable under the relevant
laws and regulations. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with
Governance for the Financial Statements

The Company's Board of Directors are 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
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, read with Rule 7 of the Companies (Accounts) Rules, 2014.
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, 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 the Board of Directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative
but to do so.

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

Auditor's 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 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 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 with reference to the 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 management.

• Conclude on the appropriateness of management's use of
the going concern basis of accounting in preparation of
the financial statements 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 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 auditors' 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") issued by the Central Government of

India in terms of section 143(11) of the Act, 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. (A) 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.

(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 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, 2025, taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025, 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) 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 according to the information and
explanations given to us, the remuneration paid by
the Company to its directors during the current year
is in accordance with the provisions of Section 197
of the Act. The remuneration paid to any director is
not in excess of the limit laid down under Section 197
of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the
Act which are required to be commented upon by us.

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 mis- statement.

v) (a) The interim dividend declared and paid by

the Company during the year and until the
date of this report is in compliance with
section 123 of the Act.

vi) The reporting under Rule 11(g) of the companies
(Audit and Auditors) Rules, 2014 is applicable
from April 1, 2023.

Based on our examination which included test
checks, except for the instance mentioned
below, the company has used an accounting
software for maintaining its books of account
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.

The feature of recording audit trial (edit log)
facility was not enabled at the database
level to log any direct data changes for the
software's used for maintaining the records
related to payroll.

Further for the periods where audit trail (edit log)
facility was enabled and operated throughout
the year for the accounting software, we did
not come across any instance of the audit trail
feature being tampered with.

For Venus Shah S Associates LLP

Chartered Accountants

FRN No.: 120878W/W101094

Venus B.Shah

Partner

Membership No: 109140

Place: Mumbai

UDIN: 25109140BMOQUI1173

Date: May 22^nd ,2025