We have audited the Standalone Financial Statements of N.B.I. INDUSTRIAL
FINANCE COMPANY LTD.fthe Company”), which comprise the Standalone Balance
Sheet as at 31^st March 2025, and the Standalone statement of Profit and Loss (including
Other Comprehensive Income), the Standalone Statement of Changes in Equity and the
Standalone 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 “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 (“Act”) in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards (Ind AS) prescribed under Section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended and other accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31,2025, the Profit, other comprehensive income,
Changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit 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 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 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 opinion on the Standalone
Financial Statements.

Key Audit Matters

Key Audit matters are those matters that, in our professional judgement, 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 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 Board
Report including Annexures thereon but does not include the Standalone Financial
Statements and ourAuditor'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 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.

Responsibility of the 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 implementation and maintenance of 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 Statement 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 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 skepticism throughout the audit. We also:

• Identify and assess the risks of the material misstatement of the Standalone

Financial Statement, 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 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 the
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

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, and on
the basis of such checks of the books and records of the Company as we considered
appropriate and according to the information and explanations given to us, we give in the
Annexure A, a Statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

I. 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 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss
including Other Comprehensive Income, Standalone Statement of Changes in Equity
and the Standalone Statement of Cash Flows dealt with by this Report are in agreement
with the books of accounts.

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
Standard) Rules, 2015 as amended.

e) On the basis of the written representations received from the directors as on 31 st
March, 2025 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st 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 over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate Report in “Annexure B”.

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 according to the information and explanations given to us, the
Company has not paid any remuneration to its directors during the year.

II. 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, in our
opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on the financial
position in its Standalone financial statements [Refer Note No. 35 to its Standalone
Financial Statements];

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

c. There has been no delay in transferring the amounts which were required to be
transferred, to the Investor Education and Protection Fund by the Company.

d. (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”), 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, 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.

e. As stated in Note 40 to the standalone financial statements

(a) The final dividend proposed in the previous year, declared and paid by the Company
during the year is in accordance with Section 123 of the Act, as applicable.

(b) The Board of Directors of the Company have proposed final dividend for the year
which is subject to the approval of the members at the ensuing Annual General Meeting.
The dividend declared is in accordance with Section 123 of the Act to the extent it applies
to declaration of dividend.

f. 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 and the audit trail has
been preserved by the Company as perthe statutory requirements for record retention.

For R Kothari & Co LLP
Chartered Accountants
FRN: 307069E/E300266

Place- Kolkata CA Kailash Chandra Soni

Date- 22-05-2025 Partner

XJDIN- 25057620BMHZFZ2495 Membership Number: 057620