We have audited the accompanying standalone Ind AS financial statements of GOENKA BUSINESS &
FINANCE LIMITED("the Company"), which comprise the Balance Sheet as at 31^st March 2024, the
Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the
year then ended, and summary of the significant accounting policies and other explanatory information
(herein after referred to as "Standalone Ind AS financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the afore
said standalone Ind AS 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 read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2024 and its profit, total
comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We have conducted our audit of the standalone Ind AS financial statements in accordance with the
Standards on Auditing specified under Section 143(10) of the Act. Our responsibility under those
Standards are further described in Auditor's Responsibility for the Audit of the standalone financial
statements section of our report. We are independent of the company in accordance of with code of
ethics issued by ICAI together with the independence requirement that are relevant to our audit of
standalone financial statement under the provisions of the Act and the rules made there under, 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 out audit opinion on the stand alone financial statement.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters

Other Information

The company's management and board of directors are responsible for the other information. The other
information comprises Board's Report on corporate governance and Business Responsibility report but
does not include standalone financial statement and our auditor's report thereon.

Our opinion on the financial statement does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of 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 procedures or
otherwise appear 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 on that fact. We have nothing to report in this regard.

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the
Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial
statements that give a true and fair view of the state of affairs, Profit (including other comprehensive
income), changes in equity and cashflows of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed 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 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
Ind AS financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the 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.

Board of directors is also responsible for overseeing the company's financial reporting process.

Auditor's Responsibility

Our objectives are to obtain reasonable assurance about whether 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 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 aggregate,
they could reasonably be expected to influence the economic decision of users taken on the basis of
these standalone financial statements.

As a 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 risk of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedure responsive to those risk, and
obtain evidence that are sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than the one resulting from
error, as fraud may involve collusion, forgery, intentional, omission, misrepresentation, or the
override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit
procedure 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 control 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.

Materiality is the magnitude of misstatements 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 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 the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central
Government 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.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which is to be 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, Statement of Changes in Equity and the Cash
Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian
Accounting Standards prescribed under section 133 of the Act.

(e) On the basis of the written representation received from the directors and taken on record by the
board of directors, none of the directors is disqualified as on 31^st March 2023 from being
appointed as director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial
statements 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 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, 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
financial statements- Refer Note 31 to the financial statement.

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 that, to the best of its knowledge and belief, other
than as disclosed in the notes to the accounts, no funds 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) The management has represented, that, to the best of its knowledge and belief, other
than as disclosed in the notes to the accounts, no funds 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; and

c) Based on such audit procedures performed 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 (a) and (b) contain any material mis¬
statement.

v. No dividend has been declared or paid during the year by the company.

vi. Provision to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of
account using accounting software which has a feature of recording audit trail (edit log)
facility is applicable to the Company with effect from April 1, 2023, and accordingly,

reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable
for the financial year ended March 31, 2023.

Date:29/05/2024 For M A A K& Associates

Place: Ahmedabad (Chartered Accountants)

UDIN:24137390BKEXVM5550 FRN:135024W

SD/-

Archit A. Shah
(Partner)

M. No.: 137390