We have audited the standalone financial statements of GB Global Limited (Formerly known as Mandhana
Industries Limited) (“the Company”), which comprises the standalone balance sheet as at 31 March 2024, the
standalone statement of profit and loss (including other comprehensive income), standalone statement of changes
in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial
statements, including a summary of significant accounting policies and other explanatory information (hereinafter
referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for the effects
of the matter described in the Basis for Qualified Opinion paragraph below, the aforesaid standalone 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 accounting principles generally accepted in India, of the state of
affairs of the Company as at 31 March 2024, its profit, its total comprehensive income, changes in equity and its
cash flows for the year ended on that date

Basis for Qualified Opinion

As described in Note 6 of the financial statements we were unable to obtain sufficient and appropriate audit evidence
about the carrying amount of inventories including it’s quantity and valuation as at 31 March 2024 because complete
details regarding inventories were not made available to us.

We draw attention to Note 33 to the financial statements, which states that the balances of trade payables, trade
receivables, advances received, advances given (including capital advances), and Goods and Services Tax (GST)
balances are subject to confirmation, reconciliation, and consequential adjustment, if any. As a result, we were
unable to obtain sufficient appropriate audit evidence regarding the amounts recognized for these balances.

We are unable to comment upon the resultant impact of the above on assets, liabilities, profit and reserves and
surplus for the year ended 31 March 2024.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of
the Companies Act, 2013. Our responsibilities under those SAs 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 (ICAI)
together with the ethical requirements that are relevant to our audit of the standalone 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 ICAI Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the
standalone financial statements.

The Company’s Management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company’s annual Report, but does not include the
standalone financial statements and our auditors’ 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.

When we read the company’s annual report, we conclude that there is a material misstatement of this other
information, we are required to communicate the matter to those charged with the governance and take necessary
actions, as applicable under the relevant laws and regulations. The Company’s annual report is expected to be made
available to us after the date of this auditor’s report.

Responsibilities of Management and Those Charged with Governance for the Standalone 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 standalone financial statements that give
a true and fair view of the financial position, financial performance (including other comprehensive income),
statement of changes 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. 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; 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 standalone financial statements 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, the 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 is 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 standalone 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 standalone 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 financial controls 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
standalone financial statements 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 the Management and Board of Directors.

4. Conclude on the appropriateness of the 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.

5. 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.

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”) issued by the Central Government
of India in terms of sub-section (11) of section 143 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) Except for the matter described in the Basis for Qualified Opinion above, 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) Except for the matter described in the Basis for Qualified Opinion above, 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 paragraph 2(B)(f) 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 the statement of cash flows dealt with by this Report are in
agreement with the books of account.

d) Except for the matter described in the Basis for Qualified Opinion above, in our opinion, the aforesaid
standalone financial statements comply with the Indian 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 representation received from the directors as on 31 March 2024 taken on
record by the Board of Directors, none of the directors are disqualified as on 31 March 2024, from
being appointed as a director in terms of Section 164(2) of the Act;

f) The modifications relating to the maintenance of accounts and other matters connected therewith are
as stated in the paragraph 2(A)(b) above on reporting under Section 143(3)(b) of the Act and paragraph
2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company
with reference to these standalone financial statements and the operating effectiveness of such controls,
refer to our separate Report in “Annexure B”.

(B) 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:

a) The Company has disclosed the impact of pending litigations on its financial position in its standalone
financial statements.

b) The Company did not have any long-term contracts, including derivative contracts, for which there
were any material foreseeable losses.

c) There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company.

d) i 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:

• 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

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

ii. The management has represented to us 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:

• 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 to or on behalf of the Ultimate Beneficiaries.

iii. Based on our audit procedures 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 (d) i and (d) ii above contain any material misstatement.

e) According to the information and explanations given to us and based on the records of the Company
examined by us, there were no dividend declared or paid during the year by the Company.

f) The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from
01 April 2023. Based on our examination which included test checks, the Company has used an
accounting software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility, however, the audit trail log is not operated throughout the year for all relevant
transactions recorded in the software.

g) According to the information and explanation given to us and on the basis of our examination of the
records of the Company, managerial remuneration has been paid during the year and it has complied
with section 197(16) of the Act.

For Bhuta Shah & Co LLP

Chartered Accountants
Firm Reg. No.: 101474W / W100100

Sd/-

Atul Gala

Partner

Mumbai Membership Number: 048650

29 May 2024 UDIN: 24048650BKCNIL7788