1. We have audited the accompanying standalone financial
statements of SBFC Finance Limited (‘the Company’),
which comprise the Standalone Balance Sheet as at
31^st March 2025, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income), the
Standalone Statement of Cash Flow 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 material accounting policies
and other explanatory information (hereinafter referred
to as the ‘standalone financial statement’).

2. 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 Indian Accounting Standards (‘Ind
AS’) specified under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules,
2015, as amended, the relevant circulars, guidelines
and directions issued by the Reserve Bank of India
(RBI) from time to time (‘RBI Guidelines’) and other
accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025,
and its profit (including other comprehensive income),
its cash flows and the changes in equity for the year
ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing 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 Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis
for our opinion.

Key Audit Matter

4. 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.

5. We have determined the matters described below to be
the key audit matters to be communicated in our report.

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

6. The Company’s Board of Directors are responsible for
the other information. The other information comprises
the information included in the Board’s Report (including
annexures thereto) and Management Discussion and
Analysis (“MD&A”) (collectively referred to as “other
information”) but does not include the standalone
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 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 during
the course of our audit or otherwise appears to be
materially misstated.

When we read the Other Information, if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged
with governance as required under SA 720 (Revised)
‘The Auditor’s responsibilities Relating to Other
Information’.

Board of Director’s Responsibilities for the
Standalone Financial Statements

7. The accompanying standalone financial statements
have been approved by the Company’s Board of
Directors. The Company’s Board of Directors are
responsible for the matters stated in section 134(5) of
the Act with respect to the preparation and presentation
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 Ind AS specified under section
133 of the Act, RBI Guidelines 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 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 standalone
financial statements that give a true and fair view and
are free from material misstatement, whether due to
fraud or error.

8. In preparing the standalone financial statements, the
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 Board of Directors either intend to liquidate
the Company or to cease operations, or has no realistic
alternative but to do so.

9. The Board of Directors are also responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit
of the Standalone Financial Statements

10. 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 Standards on
Auditing 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.

11. As part of an audit in accordance with Standards
on Auditing, specified under section 143(10) of the
Act 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 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 Company has adequate
internal financial controls system with reference to
standalone financial statements in place and the
operating effectiveness of such controls based on
our audit;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of

accounting estimates and related disclosures
made by the Board of Directors;

• Conclude on the appropriateness of Board of
Directors and 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; and

• Obtain sufficient appropriate audit evidence
regarding the standalone financial statements
of the Company to express an opinion on the
standalone financial statements.

12. 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.

13. 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.

14. 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.

Other Matters

15. The standalone financial statements of the Company
for the year ended 31 March 2024 were audited by
the predecessor auditor, Suresh Surana & Associates
LLP, Chartered Accountants, who have expressed
an unmodified opinion on those standalone financial
statements vide their audit report dated April 27, 2024.
Accordingly, we do not express any opinion on the
figures reported in the standalone financial statements
for the year ended as at March 31, 2024.

Report on Other Legal and
Regulatory Requirements

16. 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 paragraphs 3 and 4 of the Order, to the extent
applicable.

17. Further to our comments in Annexure A, 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 purpose of our audit of the
accompanying standalone financial statements;

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, except for the
matters stated in paragraph 17(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended) (“the Rules”);

c) the standalone financial statements dealt with by this
report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under section
133 of the Act;

e) on the basis of the written representations received
from the directors and taken on record by the Board of
Directors, none of the directors is disqualified as on 31
March 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 standalone financial
statements of the Company as on 31 March 2025 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’s internal financial controls
with reference to Standalone Financial Statements.

g) As required by Section 197(16) of the Act, based on
our audit, we report that the Company has paid and
provided for remuneration to its directors during the
year in accordance with the provisions of and limits laid
down under Section 197 read with Schedule V to 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, as detailed in note 47 to the
standalone financial statements, has disclosed
the impact of pending litigations on its financial
position as at 31 March 2025;

ii. The Company, as detailed in note 54.16.1 to
the standalone financial statements, has made
provision as at 31 March 2025, as required under
the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term
contracts including derivative contracts;

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company during the year
ended 31 March 2025;

iv. a. The management has represented that, to the

best of its knowledge and belief, as disclosed
in note 52.13 to the standalone financial
statements, no funds have been advanced
or loaned or invested (either from borrowed
funds or securities premium or any other
sources or kind of funds) by the Company to
or in any person or entity, including foreign
entities (‘the 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 (‘the 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, as
disclosed in note 52.13, to the standalone
financial statements no funds have been
received by the Company from any person(s)
or entity(ies), 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

vi. Based on our examination, which included
test checks, the Company has used various
accounting software for maintaining its books
of account which have a feature of recording
audit trail (edit log) facility, which have operated
throughout the year for all relevant transactions
recorded in the software, except in respect of
one accounting software where the audit trail
feature at the database level (DML logs) was not
enabled throughout the year to log any direct data
changes. Based on our procedures performed, we
did not notice any instance of the audit trail feature
being tampered with. In respect of the aforesaid
database, in the absence of audit trail for the said
period, the question of our commenting on whether
the audit trail was tampered with, does not arise.
Additionally, the audit trail has been preserved by
the Company as per the statutory requirements for
record retention.

For M M Nissim & Co LLP

Chartered Accountants

Firm's Registration No: 107122W/W100672

Hiren P Muni

Partner

Membership No. 142067
UDIN: 25142067BMNARR7438

Mumbai
April 26, 2025