We have audited the accompanying financial statements of

MONEYBOXX finance 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 a summary of significant accounting
policies and other explanatory information (hereinafter referred to
as the “financial statements”).

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid 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 31,2025, the profit 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 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 financial statements.

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 Management Discussion and Analysis,
Board's Report including Annexures to Board's Report, Business
Responsibility & Sustainability Report, Corporate Governance
and Shareholder's Information, but does not include the financial
statements and our auditor's report thereon.

Our opinion on the 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 financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the 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 Management and Those Charged
with Governance (TCWG)

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 financial statements that give a
true and fair view of the financial position , financial performance,
including other comprehensive income, change in equity and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 20l4.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 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.

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

Auditor’s Responsibility

Our objectives are to obtain reasonable assurance about whether the
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 financial statements.

As part of an audit in accordance with SAs, we exercise professional
judgement and maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of the
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 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 with reference to financial statement 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 Board of Directors.

• Conclude on the appropriateness of the Board of Directors'
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 ability of the Company 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 Financial Statement 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
Financial Statements, including the disclosures, and whether
the Financial Statements represent the underlying transactions
and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable that
the economic decisions of a reasonably knowledgeable user of the
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
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.

Report on Other Legal and Regulatory Requirements

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

(d) In our opinion, the aforesaid financial statements comply
with the Ind AS specified under Section 133 of the Act
read with relevant rules thereunder.

(e) On the basis of the written representations received
from the directors as on 31/03/2025 taken on record
by the Board of Directors, none of the directors is
disqualified as on 31/03/2025 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 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, 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.

ii. The Company has made provision, as required
under the applicable law or applicable accounting
standards, for material foreseeable losses, if any, on
long-term contracts including derivative contracts.

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 it's 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 or entity, 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 it's knowledge and belief,
other than as disclosed In the notes to
the accounts, no funds have been received
by the company from any person or entity,
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 our audit procedures we considered
these reasonable and appropriate in the
circumstances and 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 by the
company during the year.

vi. Based on our examination which included test
checks, performed by us on the Company and its
subsidiaries have used accounting software for
maintaining their respective books of account for
the financial year ended March 31,2025 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 audit, we did not
come across any instance of the audit trail feature
being tampered with and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

2. 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 B”
a statement on the matters specified in paragraphs 3 and 4 of
the Order.

For GAUR & ASSOCIATES

Chartered Accountants

FRN: 005354C

Sd/-

S. K. Gupta

Partner

M. No. 016746 Place: New Delhi

UDIN-25016746BMGYEL7723 Date: 28/05/2025