We have audited the accompanying Standalone
Financial Statements of Stanrose Mafatlal
Investments and Finance Limited ("the Company"),
which comprise the Balance Sheet as at March 31,
2024, 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 ended on that date, and notes to the
Standalone Financial Statements, including a
summary of the material 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
(hereinafter referred to as "the Act") in the manner
so required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed
under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules,
2015 as amended, (hereinafter referred to as "Ind
AS") and other accounting principles generally
accepted in India, of the state of affairs of the
Company as at March 31, 2024, the loss and total

comprehensive income, changes in equity and its
cash flows 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 specified under section 143(10) of the Act
(hereinafter referred to as "SAs"). 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 (hereinafter referred to as "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 made 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.

Information Other than the Standalone Financial
Statements andAuditor's Report Thereon

The Company's Board of Directors is responsible for
the preparation of the other information. The other
information comprises the information included in
Management Discussion and Analysis, Board's
Report including Annexures to Board's Report,
Corporate Governance and Shareholder's
Information, but does not include the Standalone
Financial Statements, Consolidated Financial
Statements and our auditor's reports 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 consider whether the other
information, 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.

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.

When we read the Final Annual report, if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged
with governance and take necessary actions as per
applicable laws and regulations.

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, total
comprehensive income, changes in equity and cash
flows of the Company in accordance with the Ind AS
and other accounting principles generally accepted
in India. 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,
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 are 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:

? 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 sufficientand 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 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
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.

? 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 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 Section 143(3) of the Act, based on
our audit 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 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,
Statement of Changes in Equity and the
Statement of Cash Flow dealt with by this
Report are in agreement with the relevant books
of account.

d) In our opinion, the aforesaid Standalone
Financial Statements comply with the Ind AS
specified under Section 133 of the Act.

e) On the basis of the written representations
received from the directors as on March 31,
2024 taken on record by the Board of Directors,
none of the directors is disqualified as on March
31,2024 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 - A". Our report expresses an
unmodified opinion on the adequacy and
operating effectiveness of the Company's
internal financial controls 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 Company 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:

i. The Company does not have any pending
litigations which would impact its financial
position.

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.

iv. (a) The management has represented

that, to the best of its 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 company to or in any
other person or entity, including
foreign entity ("Intermediaries"),
which 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, no funds (which are
material either individually or in the
aggregate) have been received by
the Company from any person or
entity, including foreign entity
("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;
(c) Based on the 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 (i) and (ii) of Rule
11(e), as provided under (a) and (b)
above, contain any material
misstatement.

v. The Company has not declared or paid
any dividend during the year. Therefore,
whether the Company is in compliance
with section 123 of the Act does not arise.

vi. 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 and
the same has operated throughout the
year for all relevant transactions recorded
in the software. Further, during the course
of our audit we did not come across any
instance of audit trail feature being
tampered with.

vii. As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable from
April 1,2023, reporting under Rule 11 (g)
of the Companies (Audit and Auditors)
Rules, 2014 on preservation of audit trail
as per the statutory requirements for
record retention is not applicable for the
financial year ended March 31,2024

2. 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 -
B", a statement on the matters specified in the
paragraph 3 and 4 of the order.

For Manubhai & Shah LLP

Chartered Accountants
ICAI Firm Registration No. 106041W/W100136

K. B. Solanki
Partner

Place: Ahmedabad [Membership No. 110299]

Dated: May 22, 2024 UDIN:24110299BKCUSX4696