INDEPENDENT AUDITOR'S REPORT
To,

The Members of

MAN INDUSTRIES (INDIA) LIMITED

Report on the Audit of the Standalone Financial Statement
Opinion

We have audited the accompanying standalone financial statements of MAN INDUSTRIES (INDIA) LIMITED (the 'Company'), which
comprise the Standalone Balance Sheet as at 31st March 2023, the Standalone Statement of Profit and Loss (including Other
Comprehensive Income), Standalone Statement of Cash Flows, and the Standalone Statement of Changes in Equity for the year
then ended, and notes to the Standalone Financial Statements including a summary of the 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, 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, including the Indian Accounting Standards ('Ind AS')
prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS"),
of the state of affairs (financial position) of the Company as at 31 March 2023, and its profit (financial performance including the
comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone 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 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 standalone 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 ICAI's 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
standalone financial statements.

Key Audit Matter

Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone
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 the matters described below to be the key audit matters to be communicated in our report:

Emphasis of Matter

We draw your attention to note no 53 which deals with the matter regarding forensic audit initiated by Securities and Exchange
Board of India (SEBI) during financial year 2021-22. As informed to us by the Management, SEBI had initiated forensic audit based
on the complaint filed by Mr. J. C. Mansukhani relating to certain transactions of the company. Based on the report submitted by the
forensic auditor, SEBI has issued show cause notice to the company. The Company has filed the settlement application with SEBI in
September 2022 against the said show cause notice, the final outcome of the same is awaited. On pendency of the final outcome,
we are unable to comment on the same.

Our opinion is not qualified in respect of the above matter.

Other Matter

We did not audit the financial statements/information of Dubai Branch included in the standalone financial statements of the
Company whose financial statements / financial information reflects total assets of ' 9,427.15 lakhs (previous year: ' 7751.10 lakhs)
as at 31 March, 2023, total operating revenues of ' 44,194.63 lakhs (previous year: ' 25,028.84 lakhs) for the year ended on that
date and net cash outflow for the year of ' 2,166.18 lakhs (previous year : net cash inflow of ' 754.48 lakhs), as considered in the
standalone financial statements. The financial statements/financial information of this branch have been audited by the branch
auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in
respect of this branch, is solely on report of such branch auditor.

Our opinion is not qualified in respect of above 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 the Company's annual report but does not include the financial statements and our auditor's 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 financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act, with respect to the preparation of
these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial
performance including other comprehensive income), of the Company in accordance with the accounting principles generally
accepted in India including the 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 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 standalone financial statements, management and Board of Directors are 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 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 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:

• 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.

• 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 explaining 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 and Board of Directors.

• 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 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.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and
whether the 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 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

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 paragraph 3 and 4 of the order, to the
extent applicable.

Further to our comments in Annexure 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 purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our
examination of those books;

c) The standalone financial statements 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 (Ind AS) specified under
Section 133 with Companies (Indian Accounting Standard) Rules, 2015, as amended;

e) On the basis of written representations received from the directors as on 31 March, 2023 taken on record by the Board of

Directors, none of the directors 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 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.

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:

In our opinion and to the best of our information and according to the explanation given to us, we report that the Company has
paid excess managerial remuneration of' 51.83 lakhs during the year in excess of the limits laid down under Section 197 read with
Schedule V to the Act (refer note 42 to accompanying standalone financial statement).

h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Auditors)
Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact, of pending litigations as at 31 March, 2023 on its financial position in its standalone
financial statements; (Refer note no 40)

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

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund
by the Company during the year ended 31 March, 2023, except an amount of' 16.60 lakhs which is being delayed by 30 days
and amount of' 158.27 lakhs which has been held in abeyance in the unpaid dividend account due to legal case pending (refer
note no 40(c))

iv. a) 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 person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded
in writing or otherwise, that the intermediaries shall, whether, directly or indirectly fund or invest in other person or
entity identified in any manner whatsoever by or on behalf of the company ('Ultimate Beneficiaries') or provide any
guarantee ,security or the like 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 person or entity, including foreign entities ('Funding Parties') with the understanding, whether
recorded in writing or otherwise, that the company shall, whether, directly or indirectly , lend or invest in other person
or entity identified in any manner whatsoever by or on behalf of the Funding Parties ('Ultimate Beneficiaries') or
provide any guarantee ,security or the like on behalf of the Ultimate Beneficiaries, and

c) Based on the audit procedures that were 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 (a) and (b) contain any
material misstatement.

v. The dividend declared and paid during the year by the company is in compliance with Section 123 of the Act.

vi. Proviso to the 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 w.e.f April 1,2023 and
accordingly, reporting under Rule 11(g) of companies (Audit and Auditors) Rules, 2014 is not applicable for the financial
year ended March 31,2023.

For A Sachdev & Co
Chartered Accountants
Firm Registration No: 001307C

Manish Agarwal
Partner

Membership No. 078628
UDIN:23078628BGSFXI2725

Place : Mumbai
Date : May 18, 2023