We have audited the accompanying standalone financial statements of Motilal Oswal Financial Services
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 ended on that date and notes to the financial statements, including a summary of
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 (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 ("Ind AS") and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2025, and its profit, total comprehensive income,
changes in equity and its cash flows for the year ended on that date.

2. BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with the Standards on
Auditing ('SA's) 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 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 obtained by us is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.

3. EMPHASIS OF MATTER

Attention is invited to:

Note. 70 of the standalone financial statements of the Company, wherein it is stated that the Scheme of
Arrangement to restructure the business of the Company w.e.f. April 1, 2023, has now been withdrawn. The
decision to withdraw the Scheme is based on the Consultation Paper issued by Department of Economic
Affairs which states about amending Rule 8 of Securities Contracts (Regulation) Rules, 1957. The Company
will review & reconsider to file revised Scheme (including updated Financials), if required, basis publication
of final amendments by the Department of Economic Affairs, in this regard.

Our opinion is not modified in respect of this matter.

4. 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 matter described below to
be the key audit matter to be communicated in our report

5. INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR'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 the Report on Corporate Governance (but does not
include the Financial Statements and our auditor's report thereon) which we obtained prior to the date of this
auditor's report and Board's Report, Management Discussion and Analysis, Financial Highlights and Business
Responsibility and Sustainability Report, which are expected to be made available to us after that date.

Our opinion on the Standalone Financial Statements does not cover the other information and we will 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 identified above when it becomes available 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.

If, based on the work we have performed on the other information that we obtained prior to the date of this
auditor's report, 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 other information included in the above reports, if we conclude that there is material
misstatement therein, we are required to communicate the matter to those charged with governance and
determine the actions under the applicable laws and regulations.

6. 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 and presentation 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 accounting principles generally accepted in India, including 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
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, the 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 Board of Directors either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

7. 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:

i. 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.

ii. 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 with reference to standalone financial statements in place and the operating effectiveness of
such controls.

iii. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by Management and Board of Directors.

iv. 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.

v. 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.

Materiality is the magnitude of misstatement in the standalone financial statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced. We consider quantitative materiality and qualitative
factors in; (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the standalone financial statements.

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 standalone financial statements for the financial 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.

8. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

i. 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 A" a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

ii. 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 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 it appears from our examination of those books except for the matters stated in the paragraph

(I) below on reporting under Rule 11 (g).

c. The standalone Balance Sheet, 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, read with Companies (Indian Accounting Standards) Rules, 2015, as
amended;

e. The reservation 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 (l) below
on reporting under Rule 11(g).

f. On the basis of written representations received from the directors as on March 31, 2025, 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.

g. With respect to the adequacy of the internal financial controls with reference to the standalone
financial statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure B" to this report. 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.

h. With respect to 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 managerial remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section
197 of the Act.

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 the financial position in its
standalone financial statements - Refer note 39 to the 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 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 March 31, 2025;

j. (a) The Management has represented that to the best of its knowledge and belief, as disclosed in

note 68 to the Standalone Financial Statements, 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(s) or entity(ies), 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) Management has represented that to the best of its knowledge and belief, as disclosed in note
68 to the Standalone Financial Statements, no funds (which are material either individually
or in the aggregate) have been received by the Company from any person(s) or entity(ies),
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 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 audit procedures that have been considered reasonable and appropriate in the
circumstances; and according to the information and explanations provided to us by the
Management in this regard 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.

k. As stated in note 24 of the standalone financial statement, the dividend declared / paid during the
year is in compliance with Section 123 of the Act. The Company has not proposed any final dividend
during the year.

l. Based on our examination, which included test checks, the Company has used various accounting
software(s) for maintaining its books of account which has a feature of recording audit trail (edit
log) facility and has been operated throughout the year for all relevant transactions recorded in
the respective software(s), except that:

a) audit trail feature is not enabled at the database level throughout the year in respect of five
accounting software(s);

b) i n respect of one accounting software, audit trail feature is not enabled effectively at the
application level throughout the year.

Hence, we are unable to comment upon whether the required provisions of the Act regarding audit trail for these
software(s) have been complied with in all aspects. Further, except for the accounting software(s) referred in
above paras, where the audit trail feature is not enabled, during the course of our examination, in respect of the
other accounting software(s) being used by the Company, we did not come across any instance of audit trail
feature being tampered with or audit trail retention not being maintained.

For Singhi & Co.

Chartered Accountants
Firm Registration No. 302049E

Amit Hundia

Partner

Membership No. 120761
UDIN: 25120761BMOTHH7684

Place: Mumbai
Date: April 25, 2025