IIFL Finance Ltd Auditor Reports

To,

The Members of IIFL Finance Limited

Report on the Audit of the Standalone financial statements

OPINION

We have audited the accompanying standalone financial statements of IIFL Finance Limited (The "Company"), which comprise Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of material 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 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 conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN

We draw attention to Note No 42 in the financial statements, which explains that the Reserve Bank of India ("RBI") vide its directive dated March 4, 2024 and in exercise of its powers under Section 45l(1)(b) of the Reserve Bank of India Act, 1934 has directed the Company to cease and desist, with immediate effect, from sanctioning or disbursing gold loans or assigning / securitizing/ selling any of its gold loans. However, the RBI permitted the company to continue to service its existing gold loan portfolio through usual collection and recovery processes.

The Company has total Loan book of Rs. 17,842 crores and Rs. 14,047 crores as on March 31, 2024 and March 31, 2023 respectively. Out of the above, the Gold Loan stood at Rs. 9,634 crores (54.00%) and Rs. 8,330 crores (59.30%) for each respective financial year.

These events or conditions may cast significant doubt on the Companys ability to continue as a going concern. However, in view of the factors as described in the note no 43 in the financial statements, the management is of the view that the going concern basis of accounting is appropriate.

Our opinion is not modified in respect of this matter.

EMPHASIS OF MATTER

We refer to Note No 42 of the accompanying financial statements that explains the directives issued by The Reserve Bank of India ("RBI") dated March 4, 2024. The Note explains the supervisory concerns noted by the RBI in respect of restrictions on loan against gold. These supervisory restrictions are under review by RBI post completion of special audit instituted by the RBI.

Our Opinion is not modified in respect of this Emphasis of Matter.

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. In addition to the matters described in the Material Uncertainty Related to Going Concern section of this report, we have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter	How our audit addressed the key audit matter
1 Information technology (IT) systems used in financial reporting process.
The companys operational and financial processes are dependent on IT systems due to large volume of transactions that are processed daily.	We obtained an understanding of the Companys IT control environment relevant to the audit.
We therefore identified IT systems and controls over financial reporting as a key audit matter for the Company.	We tested the design, implementation and operating effectiveness of the Companys General IT controls over the key IT systems which are critical to financial reporting.
	We also tested key automated and manual controls and logic for system generated reports relevant to the audit that would materially impact the financial statements.
	In addition to above, we have also relied on the work of the internal auditors and system auditors.

 

Sr. No. Key Audit Matter	How our audit addressed the key audit matter
2 Impairment of Financial Assets held at amortised cost:
Since the loans and advances form a major portion of significance the Companys assets, and due to the of the judgments used in classifying loans and advances into various stages as stipulated in Indian Accounting Standard (IND AS) 109 and the management estimation of the related impairment provisions, this is considered to be a key audit matter.	We evaluated appropriateness of the impairment principles used by management based on the requirements of Ind AS 109 and our understanding of the business.
The Companys impairment allowance is derived from estimates including the historical default and loss ratios. Management exercises judgement in determining the quantum of loss based on a range of factors	We assessed the design and implementation of key Internal financial controls over loan impairment process used to calculate the impairment charge.
- The most significant areas are:	We evaluated managements controls over collation of relevant information used for determining estimates for management overlays.
- Segmentation of loan book	We tested review controls over measurement of impairment allowances and disclosures in financial statements.
- Determination of exposure at default
- Loan staging criteria
- Calculation of probability of default / Loss given default
- Consideration of probability weighted scenarios and forward looking macro-economic factors
The application of ECL model requires several data inputs. This increases the risk of completeness and accuracy of the data that has been used to create assumptions in the model.
Refer Note 38A.3 to the Financial Statements.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report and Management Discussion and Analysis report but does not include the financial statements and our auditors report thereon. The Directors report and Management Discussion and Analysis report is expected to be made available to us after the date of this auditors report.

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 in the audit, or otherwise appears to be materially misstated.

When we read the Directors report and Management Discussion and Analysis report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 "The Auditors Responsibilities Relating to Other Information".

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTS

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these 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 accounting principles generally accepted in India, including the Indian accounting standards specified under Sec 133 of the Act. 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 Companys 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 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 Companys financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

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 auditors 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 judgment 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 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 management.

Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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 auditors 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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

The Financial Statements includes the comparative financial information for the year ended March 31, 2023 were audited by one of the joint auditor and one of the predecessor auditor and has issued unmodified opinion vide their report dated April 26, 2023.

Our opinion is not modified in respect of these other matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors 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, to the extent applicable.

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 to the best of our knowledge and belief were necessary for the purposes of our audit of the 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 Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account maintained for the purpose or preparation of the financial statements.

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2024, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, 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 Auditors 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 Auditors 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 No 39 of the financial statements.

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

iii. There has not been any delay in transferring amounts which requires 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, 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 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 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; and

(c) In our opinion and based on the audit procedures, we have 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 misstatement.

v. The dividend declared or paid during the year by the Company is in compliance with section 123 of the Companies Act, 2013.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of accounts 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 tempered with.

As proviso of Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

Signed by the Joint Statutory Auditors of the Company

For Chhajed & Doshi	For Sharp & Tannan Associates
Chartered Accountants	Chartered Accountants
ICAI Firm Reg. No. 101794W	ICAI Firm Reg. No. 109983W
By the hand of M. P. Chhajed	By the hand of Parthiv S. Desai
Partner	Partner
Membership No. 049357	Membership No. 042624
Place: Mumbai	Place: Mumbai
Date: June 15, 2024	Date: June 15, 2024
UDIN: 24049357BKCISC3289	UDIN: 24042624BKFRTC7828

ANNEXURE A TO THE INDEPENDENT AUDITOR S REPORT

ANNEXURE A REFERRED TO PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF IIFL FINANCE LIMITED ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2024.

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief we state that:

3(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right of use of assets.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) The Company has a program of verification of Property, Plant and Equipment including Right of Use Assets to cover all the items at major locations in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to such programme, the physical verification of Property, Plant and Equipment including Right of Use Assets was carried out by the management during the current year and on the basis of explanation received no material discrepancies were noticed during the verification.

(c) The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.

(d) The company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year.

(e) There are no proceedings initiated during the year or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

3(ii) (a) The company does not have any inventory and accordingly, the requirement to report on clause 3(ii)(a) of the order is not applicable to the Company.

(b) The company has been sanctioned working capital limits in excess of five crore rupees, in aggregate from banks / financial institutions on the basis of security of current assets namely financial asset. Quarterly returns / statements filed with such banks / financial institutions are in agreement with the unaudited books of account of the Company.

3(iii) (a) The companys principal business is to give loans and accordingly, the provisions stated in paragraph 3(iii)(a) of the order are not applicable to the company.

(b) In our Opinion the terms and conditions in relations to the investments made, guarantees provided, security given and / or grant of all loans and advances in the nature of loans and guarantees are prima facie not prejudicial to the interest of the Company.

(c) The Company, being a Non-Banking Financial Company, is registered under provisions of Reserve Bank of India Act, 1934 and rules made there under, in pursuance of its compliance with provisions of the said act, particularly, the Income Recognition, Asset Classification and Provisioning norms and generally accepted business practices by the lending institutions, repayments schedules are stipulated basis the nature of loan products. Having regard to the voluminous nature of loan transactions, it is not practicable to furnish entity-wise details of the amounts, due date of repayment or receipt and extent of delay in this report (as suggested in the Guidance Note on CARO 2020, issued by the Institute of Chartered Accountants of India for reporting under this clause), in respect of loans and advances which are not repaid / paid when they were due or were repaid / paid with a delay, in the normal course of lending business.

(d) In respect of loans and advances in the nature of loans, the total amount of cases which are overdue for more than ninety days as at March 31, 2024 is Rs. 121.10 crores with respect to 1,99,819 borrowers. In such instances, in our opinion reasonable steps have been taken by the company for recovery of the overdue amount of principal and interest.

(e) Since, the Companys principal business is to give loans and Accordingly, the requirement to report on clause 3(iii)(e) of the order is not applicable to the Company.

(f) The company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment. Accordingly, the requirement to report on clause 3(iii)(f) of the order is not applicable to the Company.

3(iv) Loans, Investments, Guarantees and security in respect of which the provisions of sections 185 and 186 of the Companies Act, 2013, are applicable have been complied with by the Company.

3(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits, within the meaning of section 73 to 76 of the Companies Act, 2013 and Rules framed thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(iii) (v) of the order is not applicable to the Company.

3(vi) The maintenance of cost records has not been specified by Central Government under Section 148(1) of the Companies Act, 2013 for the company. Accordingly, the requirement to report on clause 3(vi) of the order is not applicable to the Company.

3(vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, goods and services tax, cess and other statutory dues as applicable to the Company with the appropriate authorities. The provisions of sales tax, value added tax, service tax, customs duty, excise duty and cess are not applicable to the Company.

There were no undisputed amounts payable in respect of these statutory dues in arrears as at March 31, 2024, for a period of more than six months from the date they became payable.

(b) The dues of provident fund, employees state insurance, income tax, goods and services tax, sales tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues applicable to the Company, which have not been deposited on account of any dispute as at March 31, 2024 are as follows.

Name of Statute	Nature of Dues	Forum where Dispute is Pending	Period to which the Amount Relates	Amount Under Dispute (Rs. in Crores)	Amount Deposited under protest (Rs. in Crores)
Income Tax Act, 1961	Income Tax	Bombay High Court	AY 2008-09	2.20	2.20
Income Tax Act, 1961	Income Tax	Bombay High Court	AY 2009-10	1.97	1.97
Income Tax Act, 1961	Income Tax	CIT(A)	AY 2010-11	6.45	4.26
Income Tax Act, 1961	Income Tax	CIT(A)	AY 2011-12	4.25	1.71
Income Tax Act, 1961	Income Tax	CIT(A)	AY 2012-13	12.22	4.19
Income Tax Act, 1961	Income Tax	CIT(A)	AY 2013-14	5.22	4.26
Income Tax Act, 1961	Income Tax	CIT(A)	AY 2016-17	7.68	1.54
Income Tax Act, 1961	Income Tax	CIT(A)	AY 2017-18	10.90	7.05
Income Tax Act, 1961	Income Tax	CIT(A)	AY 2018-19	9.35	8.53
Income Tax Act, 1961	Income Tax	CIT(A)	AY 2020-21	10.30	10.30
Income Tax Act, 1961	Income Tax	CIT(A)	AY 2021-22	17.80	17.80
Income Tax Act, 1961	Income Tax	CIT(A)	AY 2022-23	111.61	10.27
Income Tax Act, 1961	Income Tax	ITAT	AY 2012-13	9.09	-
Income Tax Act, 1961	Income Tax	ITAT	AY 2013-14	0.34	0.34
Income Tax Act, 1961	Income Tax	ITAT	AY 2014-15	0.50	0.50
Income Tax Act, 1961	Income Tax	ITAT	AY 2016-17	1.39	1.39
The Finance Act, 1994	Service tax	Adjudicating Authority	Apr 2007 to March 2012	0.25	0004
The Finance Act, 1994	Service tax	CESTAT Mumbai	April 2007 to 13 May 2008	14.43	0.21
The Finance Act, 1994	Service tax	CESTAT Mumbai	July 2012 to March 2014	53.80	1.33
Goods and Service tax Act	GST	GST Appeal Andhra Pradesh	July 01, 2017 to March 31, 2019	0.44	0.02
Goods and Service tax Act	GST	GST Appeal Mumbai	July 01, 2017 to March 31, 2018	0.15	0.01
Goods and Service tax Act	GST	GST Appeal - Telangana / Utar Pradesh	FY 17-18	0.11	0.01
Goods and Service tax Act	GST	GST Appeal Karnataka	Upto Sep -19	0.29	0.09
Maharashtra Profession Tax.	Prof. Tax	Comm. Sales Tax Appeal	FY 2007-2008	0.16	0.05

3(viii) There are no transactions which are not accounted in the books of account which have been surrendered or disclosed as income during the year in the tax assessments of the Company. Also, there are no previously unrecorded income which has been now recorded in the books of accounts. Accordingly, the requirement to report on clause 3(viii) of the order is not applicable to the Company.

3(xi) (a) During the year the Company has come across fraud amounting to Rs.6.66 crores in respect of its lending operations out of the same Rs.0.20 Crore have been recovered please refer Note 53 to the standalone financial statements. No fraud by the company has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) We have taken into consideration the whistle blower complaints received by the Company during the year, while determining the nature, timing, and extent of our audit procedures.

3(xii) The Company is not a Nidhi Company Accordingly, the requirement to report on clause 3(xii) of the order is not applicable to the Company.

3(xiii) The transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013, where applicable and the details have been disclosed in the notes to the Standalone Financial Statements, as required by the applicable accounting standards.

3(xiv) (a) The Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) The Internal audit reports of the Company issued till the date of audit report, for the period under audit have been considered by us.

3(xv) The Company has not entered into any non-cash transactions with its directors or directors of its subsidiary companies or persons connected with them. Accordingly, the requirement to report on clause 3(xv) of the order is not applicable to the Company.

3(xvi) (a) The Company is required to and has been registered under section 45-IA of the Reserve Bank of India Act, 1934 as Non-Banking Financial Company.

(b) The company has carried on the business of Non- Banking Financial activities with valid Certificate of Registration (CoR) obtained from the Reserve Bank of India as per the Reserve Bank of India Act, 1934. Accordingly, the requirement to report on clause 3(xvi)(b) of the order is not applicable to the Company.

(c) The company is a not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India Accordingly, the requirement to report on clause 3(xvi)(c) of the order is not applicable to the Company.

(d) There is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) Accordingly, the requirement to report on clause 3(xvi)(d) of the order is not applicable to the Company.

3(xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

3(xviii) One of the predecessor joint auditor of the Company have resigned during the year pursuant to the requirements of the guidelines for appointment of statutory central auditors (SCAs) / statutory auditors (SAs) of the commercial banks (excluding RRBs), UCBs and NBFCs (Including HFCs) dated April 27, 2021, issued by Reserve bank of India, and there are no issues objections or concerns raised by the outgoing auditor.

3(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. (Refer ‘Material Uncertainty Relating to Going Concern section of our audit report of even date)

3(xx) (a) In respect of other then ongoing projects, the Company has transferred unspent Corporate Social Responsibility (CSR) amount as at the end of the current financial year, to a fund specified in Schedule VII of the Companies Act, 2013 (the "Act"), in compliance with second proviso to sub section 5 of section 135 of the Act, This matter has been disclosed in note 45 to the standalone financial statements.

(b) In respect of ongoing projects, the Company has transferred unspent Corporate Social Responsibility (CSR) amount as at the end of the current financial year, to a special account within a period of 30 days from the end of the current financial year in compliance with the provision of section 135(6) of the Companies Act, 2013, This matter has been disclosed in note 45 to the standalone financial statements.

Signed by the Joint Statutory Auditors of the Company

For Chhajed & Doshi	For Sharp & Tannan Associates
Chartered Accountants	Chartered Accountants
ICAI Firm Reg. No. 101794W	ICAI Firm Reg. No. 109983W
By the hand of M. P. Chhajed	By the hand of Parthiv S. Desai
Partner	Partner
Membership No. 049357	Membership No. 042624
Place: Mumbai	Place: Mumbai
Date: June 15, 2024	Date: June 15, 2024
UDIN: 24049357BKCISC3289	UDIN: 24042624BKFRTC7828

ANNEXURE B TO THE INDEPENDENT AUDITOR S REPORT

ANNEXURE B REFERRED TO PARAGRAPH 2(F) UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF IIFL FINANCE LIMITED ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2024.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of IIFL Finance Limited ("the Company") as of March 31, 2024, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial controlover financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, read together with Emphasis of Matter contained in our even dated audit opinion on the standalone financial statements of the Company for the financial year ended March 31, 2024, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Signed by the Joint Statutory Auditors of the Company

For Chhajed & Doshi	For Sharp & Tannan Associates
Chartered Accountants	Chartered Accountants
ICAI Firm Reg. No. 101794W	ICAI Firm Reg. No. 109983W
By the hand of M. P. Chhajed	By the hand of Parthiv S. Desai
Partner	Partner
Membership No. 049357	Membership No. 042624
Place: Mumbai	Place: Mumbai
Date: June 15, 2024	Date: June 15, 2024
UDIN: 24049357BKCISC3289	UDIN: 24042624BKFRTC7828