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, 2026, 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, 2026, 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 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

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.

Other Matter

15. During the current year, the Company has given effect
to the scheme of merger of Makesense Technologies
Limited (MTL) with the Company, which has been
approved by the National Company Law Tribunal
(NCLT) on August 29, 2025 with effect from the
appointed date being April 01,2022 and accordingly,
the comparative standalone financial statements of
the Company for the year ended March 31,2025 as
included in the accompanying standalone financial
statements has been restated from the beginning
of the preceding period presented being April 01,
2024 as explained in note 35 to the accompanying
standalone financial statements.

The financial statements of the MTL included in
the accompanying standalone financial statements
is based on the following financial statements of
MTL which have been audited by another firm of
Chartered Accountant as mentioned below:

The above-mentioned audit reports have been
furnished to us by the management and have been
relied upon by us for the purpose of our audit of the
accompanying standalone financial statements.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory
Requirements

16. 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.

17. 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.

18. 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 31,2026 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,
2026 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 29 to
the standalone financial statements, has
disclosed the impact of pending litigations
on its financial position as at March 31,
2026.;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at March 31,2026,;

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,
2026.;

iv. a. The management has represented

that, to the best of its knowledge and
belief, as disclosed in note 36(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 36(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

c. Based on such audit procedures
performed as considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
management representations under
sub-clauses (a) and (b) above contain
any material misstatement.

v. The Company has not declared or paid any
dividend during the year ended March 31,
2026.

vi. Based on our examination which included
test checks, the Company, in respect of
financial year commencing on April 01,
2025, has used accounting softwares
for maintaining its books of account
which have a feature of recording audit
trail (edit log) facility and the same have
been operated throughout the year for
all relevant transactions recorded in the
softwares. 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: 26507429ODHGCK5191
Place: Gurugram
Date: May 06, 2026