INDEPENDENT AUDITOR'S REPORT

To the members of Dhani Services Limited

Report on the audit of the consolidated financial statements

Qualified opinion

We have audited the accompanying consolidated financial statements of Dhani Services Limited (hereinafter referred
to as "the Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to
as "the Group"), as listed in Annexure I, which comprise the Consolidated balance sheet as at 31 March 2023, the
Consolidated statement of profit and loss (including other comprehensive income), the Consolidated statement of
cash flow and the Consolidated statement of changes in equity for the year then ended, and notes to consolidated
financial statements, including a summary of significant accounting policies and other explanatory information
(hereinafter referred to as "the consolidated financial statements").

In our opinion and to the best of our information and according to the explanations given to us, and based on the
consideration of reports of other auditors on financial statements of subsidiaries as was audited by the other auditors,
except for the possible effects of the matter specified under Basis for Qualified Opinion section of our report, the
aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (hereinafter
referred to as "the Act") in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India including and Indian Accounting Standards ("Ind AS") prescribed under section
133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, of consolidated state of
affairs (financial position) of the Group as at 31 March 2023, the consolidated loss (financial performance including
other comprehensive income), its consolidated cash flows and the consolidated changes in equity for the year then
ended.

Basis for qualified opinion

1. We reproduce hereunder the 'Basis for qualified opinion' issued by the independent auditor of a subsidiary
viz. Dhani Loans and Services Limited ("DLSL") vide their audit report on the standalone financial statement
of DLSL, to the extent the same are found significant as per the Guidance issued by the Institute of Chartered
Accountants of India, from time to time and which also forms the basis for qualified opinion in our audit report
on the accompanying consolidated financial statements:

" As more fully explained in Note 22(i) to the accompanying Standalone Financial Statements, the Company
has utilised/ applied an amount of Rs. 72,961.20 lakhs (net of deferred tax) from the outstanding balance in
the securities premium account for creating a provision for impairment losses on financial instruments instead
of debiting the same to the Standalone Statement of Profit and Loss, which is not in strict accordance with the
applicable Indian Accounting Standards and other applicable regulations. Consequently, the Company's net loss
and total comprehensive loss for the year ended March 31, 2023 are understated by the aforesaid amount.
There is no resultant impact on the carrying value of the total equity, assets and liabilities of the Company."

2. We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing
("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under
those Standards are further described in the Auditor's responsibilities for the audit of the consolidated financial
statement section of our report. We are independent of the Group 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 consolidated 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 along with the consideration of audit report of the other
auditors referred to in "Other matters" paragraph below, is sufficient and appropriate to provide a basis for our
qualified opinion on the consolidated financial statements.

Emphasis of matters

1. We draw attention to the Note 49 of the accompanying consolidated financial statement regarding the
requirement of obtaining the Certificate of Registration (CoR) for the Company from the Reserve Bank of India
(RBI) as a Non-Banking Financial Company (NBFC) under the category of Core Investment Company (CIC). The
management is of the view that basis their present business operations and applicable financial criteria, the
Holding Company qualifies to fall under the category of an unregistered CIC and has written to RBI for their view
in this regard, response to which is awaited. The Holding Company's management is further of the view that the
possible non-compliance with such requirement is not expected to have material impact on the accompanying
Statement.

2. We reproduce hereunder the 'Emphasis of matter' paragraph issued by the independent auditors of a subsidiary
viz. Indiabulls Investment Advisors Limited ("IIAL") vide their respective audit report on the standalone financial
statements of IIAL, which also forms the 'Emphasis of matters' paragraph in our audit report on the accompanying
consolidated financial statements:

"We draw attention to Note 34 I A b) to the Financial Statements, describes that the Company has recorded
provisions for impairment due to expected credit losses on certain financial assets as at March 31, 2023 on an
estimated basis, in respect of losses that may arise dependent upon future developments including inter alia, the
uncertainties due to the effects of unravelling of the Covid-19 pandemic on the Company's business. Our opinion
is not modified in respect of this matter."

3. We reproduce hereunder the 'Emphasis of matter' paragraph issued by the independent auditors of a subsidiary
viz. Indiabulls Distribution Services Limited ("IDSL") vide their respective audit report on the standalone
financial statements of IDSL, which also forms the 'Emphasis of matters' paragraph in our audit report on the
accompanying consolidated financial statements:

"We draw attention to Note 33 A) b) i) to the Financial Statements, describes that the Company has recorded
provisions for impairment due to expected credit losses on certain financial assets as at March 31, 2023 on an
estimated basis, in respect of losses that may arise dependent upon future developments including inter alia, the
uncertainties due to the effects of unravelling of the Covid-19 pandemic on the Company's business. Our opinion
is not modified in respect of this matter."

4. We reproduce hereunder the 'Emphasis of matter' paragraph issued by the independent auditors of a subsidiary
viz. Juventus Estate Limited ("JEL") vide their respective audit report on the standalone financial statements of
JEL, which also forms the 'Emphasis of matters' paragraph in our audit report on the accompanying consolidated
financial statements of the Group.

"We draw attention to note 12 to the Financial Statements of the Company which describes the impairment of
Inventory Amounting to Rs.21,920.97 lakhs during the financial year. The Management get the inventory valued
and on the basis of valuation reports, the carrying value of the inventory has been taken as Rs.22,523.90 lakhs
and accordingly the company has impaired the Inventory by an amount of Rs. 21,920.97 lakhs. Our opinion is not
modified in respect of this matter"

Our opinion is not modified in respect of these matters of emphasis.Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

consolidated financial statements of the current period. These matters were addressed in the context of our audit

of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

We have determined that there are no key audit matters to communicate with respect to the Holding Company.

Management's and Board of Director's responsibility for the consolidated financial statements

The Holding Company's Management and Board of Directors are responsible for the matters stated in section 134(5)
of the Act with respect to preparation and presentation of these consolidated financial statements in term of the
requirements of the Act, that give a true and fair view of the consolidated financial position, consolidated financial
performance, consolidated cash flows and consolidated statement of changes in equity of the Group in accordance
with the accounting principles generally accepted in India, including the Ind AS. The respective management
and Board of Directors of the companies included in the consolidated financial statements are responsible for
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the
assets of each 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 the
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/consolidated financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which has been used for the purpose of preparation of the consolidated
financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Management and Board of Directors of the
companies included in the Group are responsible for assessing the ability of each company 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 respective Board of Directors of the companies included in the Group are responsible for overseeing the financial
reporting process of each Company.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

A. Identify and assess the risks of material misstatement of the consolidated 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.

B. 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.

C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.

D. Conclude on the appropriateness of management's use of the going concern basis of accounting in preparation
of consolidated financial statement and based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption.
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 consolidated 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 to cease to continue as a going concern.

E. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether consolidated financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.

F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the audit of the financial statements of such entities included in
the consolidated financial statements of which we are the independent auditors. For the other entities included
in the consolidated financial statements, which have been audited by other auditors, such other auditors remain
responsible for the direction, supervision and performance of the audits carried out by them. We remain solely
responsible for our audit opinion.

Materiality is the magnitude of misstatements in the consolidated 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 of the Holding Company and such other entities included in
consolidated financial statements of which we are the independent auditors 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 consolidated 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.

Other matters

A. We did not audit the annual financial statements / financial information of 23 subsidiaries and 11 trusts included
in the consolidated financial statements, whose financial information reflect total assets of Rs. 7,38,764 lakh as
at 31 March 2023, total revenue of Rs. 81,249 lakh, total net loss after tax Rs. 52,846 lakh, total comprehensive
loss of Rs. 52,048 lakh and cash outflows (net) Rs. 36,796 lakh for the year ended on that date, as considered
in the Statement. These annual financial statements / financial information have been audited by respective
auditor whose audit reports have been furnished to us by the Holding Company's management, and our opinion
in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on
the audit reports of such other auditors, and the procedures performed by us as stated in paragraph above.

B. The consolidated financial statements include the annual financial statements/ financial information of 3
subsidiaries, which have not been audited, whose annual financial statements / financial information reflect
total assets of Rs. 19,119 lakh as at 31 March 2023, total revenue of Rs. 30 lakh, total net loss after tax of
Rs. 1,073 lakh, total comprehensive loss of Rs. 961 lakh and cash outflow (net) of Rs. 721 lakh for the year
then ended, as considered in the Statement. These financial statements / financial information have been
certified and furnished to us by the Holding Company's management. Our opinion, in so far as it relates to the
amounts and disclosures included in respect of aforesaid subsidiaries, is based solely on such unaudited financial
statements / financial information. In our opinion, and according to the information and explanations given to
us by the Holding Company's management, these financial statements/ financial information are not material to
the Group.

C. Further, these subsidiaries, are located outside India, whose annual financial statements / financial information
have been prepared in accordance with accounting principles generally accepted in their respective countries. The
Holding Company's management has converted the annual financial statements / financial information of such
subsidiaries from accounting principles generally accepted in their respective countries to accounting principles
generally accepted in India. Our opinion, in so far as it relates to the balances and affairs of these subsidiaries is
based on such unaudited financial statements / financial information and the conversion adjustments as carried
out by the Holding Company's management.

D. According to the information and explanations given to us by the Holding Company's management, one foreign
subsidiary is de-registered and its financial information for the year ended 31 March 2023 is not material to the
group.

We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors
referred to in the other matter paragraph, is sufficient and appropriate to provide a basis for our audit opinion on the
consolidated financial statements.

Our opinion on the consolidated financial statements, and our report on other legal and regulatory requirements
below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports
of the other auditors and the financial statements certified by the management.

Report on other legal and regulatory requirements

1. As required by Section 143(3) of the Act, based on our audit we report to the extent applicable 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 of the aforesaid consolidated financial statements.

B. In our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated financial statements have been kept so far as it appears from our examination of those books
and the reports of other auditors.

C. The consolidated balance sheet, the consolidated statement of profit and loss, the consolidated cash flow
statement and consolidated statement of changes in equity dealt with by this report are in agreement
with the relevant books of account maintained for the purpose of preparation of the consolidated financial
statements.

D. In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under
section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014, except for the effects, if
any, of the matters described in the basis for qualified opinion paragraph ;

E. On the basis of the written representations received from the directors of the Holding Company as on
31 March 2023 taken on record by the Board of Directors of the Holding Company and the reports of the
statutory auditors of subsidiary companies which are companies incorporated in India, none of the directors

of the subsidiary companies which are companies incorporated in India, is disqualified as on 31 March 2023
from being appointed as a director in terms of section 164(2) of the Act;

F. With respect to the adequacy of internal financial controls over financial reporting of the Group and the
operating effectiveness of such controls, refer to our separate report in "Annexure A". Our report expresses
an unmodified opinion on the adequacy and operating effectiveness of the internal financial control 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 to the best of our information and according
to the explanations given to us, the remuneration paid by the Group, which are companies incorporated in
India, where applicable, to its directors during the year is in accordance with the provisions of section 197
of the Act.

H. 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 (as amended), in our opinion and to the best of our information
and according to the explanations given to us and based on the consideration of the report of the other
auditors on separate financial statements as also the other financial information of the subsidiaries:

i. the consolidated financial statements disclose the impact of pending litigations on the consolidated
financial position of the Group as detailed in Note 48 to the consolidated financial statements;

ii. the Group did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses as at 31 March 2023;

iii. There has been delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company as follows:

iv. Reporting on rule 11(e):

(a) the respective managements of the Holding Company and its subsidiaries which are companies
incorporated in India whose financial statements have been audited under the Act have
represented to us and to the other auditors of such subsidiaries respectively that, to the best of
their knowledge and belief, no funds (which are material either individually or in the aggregate)
have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the Holding Company or any of its subsidiaries to or in any
other person(s) or entity(ies), including foreign entity ("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 or any of such subsidiaries ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) the respective managements of the Holding Company and its subsidiaries which are companies
incorporated in India whose financial statements have been audited under the Act have
represented to us and to the other auditors of such subsidiaries respectively, that, to the best of
their knowledge and belief, no funds (which are material either individually or in the aggregate)
have been received by the Holding Company or any of its subsidiaries from any person(s) or
entity(ies), including foreign entity ("Funding Parties"), with the understanding, whether recorded
in writing or otherwise, that the Holding Company or any of its subsidiaries 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) based on the audit procedures that have been considered reasonable and appropriate in the
circumstances performed by us and those performed by the auditors of the subsidiaries which
are companies incorporated in India whose financial statements have been audited under the
Act, nothing has come to our or other auditors' notice that has caused us or the other auditors 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 misstatement.

v. During the year, the Company and Subsidiary companies have not declared/paid any dividend.
Accordingly, reporting under section 123 of the Act is not applicable;

vi. Proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording audit trail (edit log) facility is applicable to the
company with effect from 1 April 2023, and accordingly, reporting under Rule 11(g) of Companies
(Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.

2. As required by paragraph 3(xxi) and 4 of the Companies (Auditor's Report) Order, 2020 ("CARO 2020"),
issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we
according to the information and explanations given to us, and based on the CARO reports issued by us and
the auditors of respective companies included in the consolidated financial statements to which reporting
under CARO is applicable, as provided to us by the management of the Holding Company, we report that in
respect of those companies where audits have been completed under section 143 of the Act, there are no
qualifications or adverse remarks, however we draw attention to the following points as mentioned by the
respective auditors in the CARO reports of the said companies :

For Sharp & Tannan Associates

Chartered Accountants
Firm's Registration no. 109983W
by the hand of

Tirtharaj Khot

Partner

Membership no.(F) 037457

Pune, 26 May 2023 UDIN:23037457BGYRKR9846