Independent Auditor's Report

To

The Members of

Arman Financial Services Limited

Ahmedabad

Report on the Audit of the Consolidated Financial Statements
OPINION

We have audited the accompanying Consolidated Financial Statements of Arman Financial Services Limited ("Herein
after referred to as "the Holding Company”), and its Subsidiary - Namra Finance Limited (the Holding Company and its
subsidiary together referred to as "the Group” ) which comprise the Consolidated Balance Sheet as at March 31, 2023,
the Consolidated statement of Profit and Loss (Including other Comprehensive Income), the Consolidated statement for
Changes in Equity and the Consolidated statement of Cash flows for the year then ended, and notes to the Consolidated
Financial Statements, including a summary of significant accounting policies and other explanatory information ("herein
after 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 auditor on separate financial statements of a subsidiary - Namra Finance Limited as
were audited by the other auditor, the aforesaid consolidated 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 consolidated state of affairs of the Group, as at 31 March 2023, of its
consolidated profit and other comprehensive loss, consolidated changes in equity and consolidated cash flows for the
year then ended.

BASIS FOR OPINION

We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on Auditing (SAs)
specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's
Responsibility for the Audit of the Consolidated Financial Statements 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 made 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 along with the consideration
of audit reports of the other auditors referred to in the "Other Matters” paragraph below is sufficient and appropriate to
provide a basis for our opinion on the Consolidated Financial Statements.

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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.

OTHER INFORMATION

The Holding Company's management and the Board of
Directors are responsible for the other information. The
other information comprises the information included in
the Holding Company's annual report, but does not include
the consolidated financial statements and our auditor's
report thereon. The other information is expected to be
made available to us after the date of this auditor's report.

Our opinion on the consolidated 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 consolidated 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 consolidated 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. We have nothing
to report in this regard.

ensuring accuracy and completeness of the accounting
records, relevant to the preparation and presentation of
the consolidated financial statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error, which have been used for the purpose
of preparation of the consolidated financial statements by
Management and the Directors of the Holding Company,
as aforesaid.

In preparing the consolidated financial statements, the
respective Management and the 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 the respective Board of Directors 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
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:

• 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.

• Obtain an understanding of internal financial 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 Group 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 the 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 ability of the Group
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 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 the Group to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and content
of the Consolidated Financial Statements, including the
disclosures, and whether the Consolidated Financial
Statements represent the underlying transactions and
events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business
activities of the Holding Company and its Subsidiary
to express an opinion on the Consolidated Financial
Statements. We are responsible for the direction,
supervision and performance of the audit of
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.

We communicate with those charged with governance
of the Holding Company and such other entities included
in the Consolidated Financial Statement 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 MATTER

We did not audit the financial statements of a subsidiary
Namra Finance Limited included in the consolidated
financial Statements, whose financial statements
(before consolidation adjustments) reflects total assets
of C1,67,776.24 Lakhs as at March 31, 2023 and total
revenues (Including Other Income) C33,151.53 Lakhs for
the year ended on March 31, 2023, total net profit after tax
of C6719.76 Lakhs for the year ended March 31,2023, total
comprehensive income of C6356.24 Lakhs for the year
ended on March 31,2023 and net cash outflow of C1973.01
Lakhs for the year ended on March 31,2023, as considered
in the consolidated Financial Statements. The independent
auditor's report on financial statements of this entity has
been furnished to us and our opinion on the consolidated
financial statements, in so far as it relates to the amounts
and disclosures included in respect of these subsidiary, is
based solely on the report of the other auditors.

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.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. With respect to matters specified in paragraph 3 (xxi)
and 4 of the Companies (Auditor's Report) Order,
2020 ("the Order” or "CARO”), issued by the Central
Government of India in terms of sub- section (11) of
section 143 of the Act, according to the information
and explanations given to us and based on the
CARO reports issued by the respective auditors of
companies included in the consolidated financial
statements, to which reporting under CARO is
applicable, we report as under:

There are no qualifications or adverse remarks in the

Companies (Auditors Report) Order (CARO) reports
of the companies included in the consolidated
financial statements. Accordingly, the requirement to
report on clause 3(xxi) of the Order is not applicable
to the Holding Company.

2. As required by Section 143 (3) of the Act, 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 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.

c) The Consolidated Balance Sheet, the
Consolidated Statement of Profit and Loss
(including Other Comprehensive Income), the
Consolidated Statement of Changes in Equity,
and the Consolidated Cash Flow Statement
dealt with by this Report are in agreement with
the relevant books of account maintained for
the purpose of preparation of Consolidated
Financial Statements;

d) In our opinion, the aforesaid Consolidated
Financial Statements comply with the
Accounting Standards specified under Section
133 of the Act;

e) On the basis of the written representations
received from the directors of Holding Company
as on March 31, 2023 taken on record by the
Board of Directors of the Holding Company,
and the report of the statutory auditor of its
subsidiary company incorporated in India, none
of the directors is disqualified as on March 31,
2023 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
Holding Company and its subsidiary and the
operating effectiveness of such controls, refer
to our separate Report in "Annexure A”; and

3. 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 Consolidated Financial Statement disclose
the impact of pending litigations on its
financial position in its Consolidated Financial
Statements - Refer Note 31 to the Consolidated
Financial Statements.

b) The Group did not have any material
foreseeable losses on long-term contracts
including derivative contracts.

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

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, 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
("Ultimate Beneficiaries”) by or on
behalf of the Funding Party or

• provide any guarantee, security or
the like from or on behalf of the
Ultimate Beneficiaries; and

(iii) 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
(d) (i) and (d) (ii) contain any material
misstatement.

e) The Company has not declared any Dividend
during the year as prescribed under Section
123 of the Companies Act, 2013.

4. With respect to the matter to be included in the
Auditor's report under section 197 (16):

In our opinion and according to the information and
explanations given to us and based on the report
of the statutory auditor of a subsidiary company
incorporated in India which was not audited by us,
the remuneration paid during the current year by the
Holding Company and its subsidiary company to
its directors is in accordance with the provisions of
Section 197 of the Act.

For Talati and Talati LLP

Chartered Accountants
FRN: 110758W/W100377

CA Kushal U. Talati

Partner

Place: Ahmedabad UDIN:23188150BGQHGR4698

Date: 30.05.2023 Membership No. 188150