1. We have audited the accompanying standalone financial
statements of PB Fintech Limited ('the Company'), which
comprise the Standalone Balance Sheet as at March 31,2025,
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 material accounting policy information
and other explanatory information.

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

Information other than the Standalone 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 Annual Report, but does
not include the standalone financial statements and our
auditor's report thereon. The annual report 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 in the audit or
otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that
there is a material misstatement therein, we are required
to communicate the matter with those charged with
governance.

Responsibilities of Management and Those Charged with

Governance 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 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 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 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 the Board of Directors either
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

9. The Board of Directors is 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 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 with reference to financial statements
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 management;

• Conclude on the appropriateness of 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 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; and

• 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.

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.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act, based on our audit,
we report that the Company has paid 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.

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 I
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 I, 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;

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
March 31, 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 financial statements of the
Company as on March 31, 2025 and the operating

effectiveness of such controls, refer to our separate
report in Annexure II wherein we have expressed an
unmodified opinion; and

g) 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 25 and note 29 to
the standalone financial statements, has disclosed
the impact of pending litigations on its financial
position as at March 31,2025;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses as at March 31,
2025;

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 March
31,2025.;

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

best of its knowledge and belief, as disclosed
in note 35(xii) 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(s) or entity(ies), 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 the Ultimate Beneficiaries;

b. The management has represented that,
to the best of its knowledge and belief, as
disclosed in note 35(xiii) 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
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

v. The Company has not declared or paid any dividend
during the year ended March 31,2025.

vi. Based on our examination which included test
checks, the Company, in respect of financial
year commencing on April 01, 2024, 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 been 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.
Furthermore, the audit trail has been preserved by
the Company as per the statutory requirements for
record retention.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm's Registration No.: 001076N/N500013

Ankit Mehra

Partner

Membership No.: 507429
UDIN: 25507429BMIXFI1285
Place: Gurugram
Date: May 15, 2025