We have audited the accompanying Standalone Financial
Statements of T ranswarranty 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 Changes in Equity and the
Statement of Cash Flows for the year then ended, and notes to
the Standalone Financial Statements including a summary of
material accounting policies and other explanatory information
(hereinafter referred to as “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, of the state of affairs of the Company as at March 31,
2025, and its profit (including other comprehensive income),
changes in equity and its cash flows for the year ended on that

Basis for Opinion

We conducted our audit of the Standalone Financial
Statements in accordance with 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 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 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 audit opinion on the Standalone
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 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.

1. We draw attention to Note 42 to the Statement indicating
Company’s financial position with an accumulated net
deficit INR. 1,572.04 as at the year end. Based on the
management’s projected operations and marketing efforts,
the Company expects to generate adequate surplus in the
future and consequently does not foresee any difficulty in
settling its liabilities as and when they arise or continue as
a going concern.

2. We draw attention to Note 45 to the Statement, which
describes the change in the Company’s accounting policy
for measurement of investments in subsidiaries and
associates from cost to fair value through profit or loss, in
accordance with Ind AS 109. This change has been applied
retrospectively in accordance with Ind AS 8, resulting in
restatement of comparative financial information and
recognition of unrealised gains of INR 533.85 lacs in the
statement of profit and loss for the year ended March 31,

2025 along with recognition of unrealised gains of INR
365.06 lacs in the statement of profit and loss for the
comparative year (year ended March 31,2024).

3. We draw attention to Note 47 to the financial statements,
which describes that the Company has written off certain
trade receivables and old outstanding balances amounting
to INR 210.20 lacs and has also written off prior period tax
adjustments amounting to INR 63.66 lacs.

Our opinion is not modified in respect of each of
the above matters.

Other Matter

The audit of Standalone Financial Statements for the year
ended March 31, 2024 was carried out and reported by S
S Khan & Co, Chartered Accountants who has expressed
unmodified opinion vide their audit report dated May 02, 2024,
whose audit report have been furnished to us and which have
been relied upon by us for the purpose of our audit of the
financial statements.

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

Information other than the Financial Statements and
Auditor’s Report thereon

The Company’s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Board’s Report, but does not include the
Standalone 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 Standalone Financial
Statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.

When we read such other information, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and to comply with the relevant applicable requirements of
the standard on auditing for auditor’s responsibility in relation
to other information in documents containing audit of the
Standalone Financial Statements. 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 financial position, financial
performance including other comprehensive income, changes
in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including
Ind AS prescribed under section 133 of the Act, read with the
Companies (Indian Accounting Standards) Rules, 2015, as
amended.

This responsibility also includes:

i. 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;

ii. selection and application of appropriate accounting
policies;

iii. making judgments and estimates that are reasonable and
prudent;

iv. 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, 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.

Those charged with governance are 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 scepticism
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 expressing our
opinion on whether the Company has adequate internal
financial controls with reference to 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 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; and

• 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
for the year ended March 31, 2025 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 section 143(11) of the Act, we give in
“Annexure A”, a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

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;

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 Changes in Equity and the Statement of
Cash Flows dealt with by this report are in agreement
with the books of account;

d. In our opinion, the aforesaid Standalone Financial
Statements comply with the Ind AS prescribed under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended;

e. On the basis of the written representations received
from the directors as on March 31,2025, and 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 with reference to these Standalone Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our separate
report in “Annexure B” to this report;

g. In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid/ provided by the Company to its
directors during the year is in accordance with the
provisions of section 197 read with Schedule V of the
Act;

h. The preservation relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph (b) above on reporting
under Section 143(3)(b) and paragraph (vii) below on
reporting under Rule 11(g).

i. 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:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
Standalone Financial Statements - Refer Note
34 on Contingent Liabilities to the Standalone
Financial Statements;

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

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

iv. A) The management has represented to us that,

to the best of their knowledge and belief,
no funds have been advanced or loaned
or invested (either from 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, whether, directly or indirectly lend or
invest in other persons or entities 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 to
the Standalone Financial Statements no
funds have been received by the Company
from any person or entity, including foreign
entities (“the Funding Parties”), with the
understanding, whether recorded in writing or
otherwise, that the Company 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; and

C) Based on such audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come