To
The Members of
Piramal Finance Limited
(formerly known as Piramal Capital & Housing Finance Limited)
Report on the Audit of the Standalone Financial Statements
OPINION
We have audited the accompanying Standalone Financial Statements of Piramal Finance Limited (formerly known as Piramal Capital & Housing Finance 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 (the Standalone Financial Statements).
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
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors 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 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 obtained by us is sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.
KEY AUDIT MATTERS
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.
We have determined the matters described below to be the Key Audit Matters to be communicated in our report.
are also an area of focus for the management and auditors.
Considering the significance of ECL to the overall financial statements and the degree of managements estimates and judgments involved in this matter that requires significant auditor attention, we have considered expected credit loss allowance on financial assets to be a key audit matter.
Information Technology (IT) systems and controls impacting financial reporting
The IT environment of the Company is complex and involves a number of independent and interdependent IT systems used in the operations of the Company for processing and recording a large volume of transactions. As a result, there is a high degree of reliance and dependency on such IT systems for the financial reporting process of the Company.
Appropriate IT general controls and IT application controls are required to ensure that such IT systems are able to process the data as required, completely, accurately, and consistently for reliable financial reporting.
We have identified certain key IT systems (in-scope IT systems) which have an impact on the financial reporting process and the related control testing as a key audit matter because of the high level of automation, significant number of systems being used by the Company for processing financial transactions, the complexity of the IT architecture and its impact on the financial records and financial reporting process of the Company.
Obtained an understanding of the models adopted by the Company including the key inputs and assumptions. Since modelling assumptions and parameters are based on historical as well as external data, we assessed whether the same were relevant and representative of current circumstances.
Assessed the critical assumptions and input data used in the estimation of expected credit loss for specific key credit risk parameters, such as the classification of loan assets into stages as described in the accounting policy, Exposure at default (EAD), probability of default (PD) or loss given default (LGD).
On sample basis we tested the completeness and accuracy of the input data used for determining the PD and LGD rates and agreed the data with the underlying books of accounts and records.
Evaluated whether the methodology applied by the Company is compliant with the requirements of the relevant accounting standards, Reserve Bank of Indias (RBI) master directions relating to Prudential norms on Income Recognition, Asset Classification and Provisioning pertaining to Advances and confirmed that the calculations are performed in accordance with the approved methodology, including mathematical accuracy of the workings.
Examined and verified the adjustments to the output of the ECL model by way of overlay/ general provision are consistent with the documented rationale and basis for such adjustments which has been approved by the SRMC and Audit Committee of the Board of Directors.
Assessed the appropriateness and adequacy of the related presentation and disclosures made in the accompanying Standalone Financial Statements in accordance with the applicable accounting standards and related RBI circulars and guidelines.
Our audit procedures with respect to this matter included, but were not limited to, the following:
In assessing the controls over the IT systems of the Company, we involved our technology specialists to obtain an understanding of the IT environment, IT infrastructure and IT systems.
We evaluated and tested relevant IT general controls and IT application controls of the in-scope IT systems identified as relevant for our audit of the Standalone Financial Statements and financial reporting process of the Company.
On such in-scope IT systems, we have tested key IT general controls with respect to the following domains:
User access management, which includes user access provisioning, de-provisioning, access review, password management, sensitive access rights and segregation of duties to ensure that privilege access to applications, operating system and databases in the production environment were granted only to authorized personnel.
Program change management, which includes controls on moving program changes to production environment as per defined procedures and relevant segregation of environment.
Other areas that were assessed under the IT control environment included backup management, incident management, batch processing and interfaces.
We also evaluated the design and tested the operating effectiveness of key IT application controls within key business processes, which included testing automated calculations, automated accounting procedures, system interfaces, system reconciliation controls and key system generated reports, as applicable.
Where control deficiencies were identified, we tested compensating controls or performed alternative audit procedures, where necessary.
The above matter is also considered to be fundamental to the understanding of the users of the financial statements.
Determination of fair value / recoverable value for the purpose of measurement of certain financial assets measured at fair value and for the purpose of impairment assessment of investments in subsidiary, joint venture or associate companies measured at cost, investment in Alternative Investment Fund (AIF), Security receipts and investment property measured at cost less impairment:
Refer to material accounting policy information and note no. 7 and 12.
The Companys investments in certain unquoted instruments (other than investment in subsidiaries, joint ventures and associates) are measured at fair value at each reporting date as per the requirements of Ind AS 109. These fair value measurements impact on the Companys financial performance. Further, certain investments in AIF and security receipts are subjected to RBI Regulations. The Companys investments in subsidiaries, joint ventures and associates and investment property are measured at cost less provision for impairment, if any, as per the requirements of Ind AS 27 and Ind AS 40 respectively.
The valuation for the purpose of measurement and impairment assessment requires significant judgement due to unavailability of quoted prices and limited liquidity.
The disclosures regarding the Companys fair value estimation and impairment are key to explaining the key estimation and judgements including material inputs to the estimated valuation / recoverable amount figures.
Our audit on recoverability of deferred tax assets included, but was not limited to, the following procedures:
Obtained an understanding of the managements process and evaluated the design and tested the operating effectiveness of internal controls with respect to recognition and assessment of recoverability of the deferred tax assets;
Evaluated the appropriateness of the accounting policy adopted by the Company in respect of recognition of deferred tax assets in accordance with Ind AS 12, Income Tax;
Assessed the reasonableness of the period of projections used in the deferred tax asset recoverability assessment in accordance with the time period allowed under the applicable tax laws with respect to utilisation of the said tax losses against future taxable profits;
Obtained the business projections of future taxable profits estimated by the management and critically reviewed the key assumptions used therein, including future growth rates and relevant economic and industry estimates, based on our understanding of the business and market factors;
Traced the financial projections to approved business plans and assessed efficacy of managements process for financial projections basis past business performance;
Tested the arithmetical accuracy of the computation of future taxable profits including assessed the impact of estimation uncertainty basis the sensitivity analysis performed by the management on the projections; and
Assessed the appropriateness and adequacy of the disclosures included in the accompanying financial statements in accordance with the applicable accounting standards.
Our audit procedures with respect to this matter included, but were not limited to, the following:
Understood the process, evaluated the design and testing the operating effectiveness of such controls in respect of valuation of investments / impairment assessment / estimation of recoverable amount by the Companys management.
Evaluated managements controls over collation of relevant information used for determining estimates for valuation and recoverable amount and impairment testing of investments including investment property.
Tested appropriateness of valuation methodology and impairment testing by the Companys Management.
Reconciled the financial information in the estimates relating to fair valuation, recoverable amount and impairment to underlying source details.
Verified the independent valuation reports for unquoted investments obtained by the Companys management.
Tested the reasonableness of managements estimates considered in such assessment.
Assessed the competence, capabilities and objectivity of the experts used by management in the process of valuation models.
Examined and assessed the Companys application of and compliance with specific regulatory requirements with respect to investment in AIFs and Security receipts.
Assessed the factual accuracy conclusion reached by the management and appropriateness of the disclosures made in the Standalone Financial Statements in respect of
investments, and impairment of non-financial assets.
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON
The Companys 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 auditors report thereon. The Annual Report is expected to be made available to us after the date of this auditors report.
Our opinion on the Standalone Financial Statements does not cover the other information and we will 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 identified above when it becomes available 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 to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.
RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS
The Companys management and 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 read with the Companies (Indian Accounting Standards) Rules, 2015, 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.
In preparing the Standalone Financial Statements, the management and Board of Directors are 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 Board of Directors 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 STANDALONE 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 Standalone Financial Statements.
As part of an audit in accordance with SAs, 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 the management and Board of Directors;
Conclude on the appropriateness of the management and 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 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; 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.
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 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 Standalone Financial Statement includes the audited Standalone Financial Statements for the year ended March 31, 2025 which are after considering the effect of the composite scheme of arrangement (as referred in Note 57 of the accompanying Standalone Financials Statements), which are based on the audited Standalone Financial Statements and those were audited by the then joint statutory auditors of the transferor company and the then joint statutory auditors of the transferee company. The audited figures of the transferor company for these periods have been solely relied upon by us as joint statutory auditors, while giving effect to the composite scheme of arrangement.
Our Opinion is not modified in respect of this matter.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
As required by the Companies (Auditors 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 A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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.
Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:
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;
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, except for the matters stated in the paragraph 18h(viii) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;
The Standalone Financial Statements dealt with by this report are in agreement with the books of account;
In our opinion, the aforesaid Standalone Financial Statements comply with Ind AS specified under section 133 of the Act read with (Companies Accounting Standards) Rules 2015;
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;
The modifications relating to the maintenance of accounts and other matters connected therewith are reported in paragraph 18 (b) above and paragraph 18h(viii) below;
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 B wherein we have expressed an unmodified opinion; and
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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:
The Company, as detailed in note 39(a) to the Standalone Financial Statements, has disclosed the impact of pending litigations on its financial position as at March 31, 2026;
The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2026. In one instance, transfer of unpaid dividend for financial year 2017-18 aggregating to 2.10 crores, pertaining to the transferor Company, which was due on
September 29, 2025, was paid on November 27, 2025. The Company informed us that the delay was due to the fact that the during this period, the Company had made application with the Stock Exchange for its listing of equity shares pursuant to Scheme of Arrangement and the same could have been transferred post listing. (Refer note 58(xiii)).
The management has represented that, to the best of its knowledge and belief, as disclosed in note 58 (vii) 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;
The management has represented that, to the best of its knowledge and belief, as disclosed in note 58 (viii) 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
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.
As stated in note 23 to the Standalone Financial Statements, the Board of Directors
of the Company has proposed dividend for the year which is subject to the approval of
consequential impact of the exception stated below:
the members at the ensuing Annual General
Nature of exception
Details of Exception
Meeting. The dividend paid during the year
noted
by Piramal Enterprises Limited prior to the
business combination is in compliance with the provisions of Section 123 of the Act. (Refer note 57 to the Standalone Financial Statements)
Based on our examination which included test checks, except for instances mentioned below, the Company, in respect of financial year ended March 31, 2026, have used accounting software 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 software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exception given below:
Further, we report that based on our audit procedures and the information and explanations provided to us, the Company has duly maintained and preserved the audit trail, to the extent
Instances were identified where the audit trail (edit log) functionality was not fully enabled and/or retained throughout the year for certain accounting systems, particularly at the database level for recording direct data changes.
The audit trail feature was not enabled at the database level for one accounting software to log any direct data changes, used for maintenance of all accounting records by the Company. The audit trail feature in respect of at database level was enabled w.e.f. July 2025. In case of one software the audit trail is configured at the database level. However, no conclusive data has been received to ensure that Data Definition Language (DDL) and Data Manipulation Language (DML) level logs are configured at the
enabled, in accordance with applicable statutory
requirements for record retention except for the
database level.
For Singhi & Co.
Chartered Accountants
Firms Registration No.: 302049E
Ravi Kapoor
Partner
Membership No.: 040404
UDIN: 26040404RKLSRA1768
Place: Mumbai
Date: April 27, 2026
For Lodha & Co. LLP
Chartered Accountants
Firms Registration No.: 301051E/E300284
R. P. Baradiya
Partner
Membership No.: 044101
UDIN: 26044101KWEDEI5890
Place: Mumbai
Date: April 27, 2026
ANNEXURE A
Referred to in Report on Other Legal and Regulatory Requirements section of our report to the members of Piramal Finance Limited of even date:
a. In respect of Companys Property, Plant and Equipment (PPE) and Intangible Assets:
The Company has maintained proper records, showing full particulars, including quantitative details and situation of PPE and relevant details of right-of-use assets.
The Company has maintained proper records showing full particulars of intangible assets and investment property.
According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has program of physical verification of property, plant and equipment, so as to cover all the items once every three years which, in our opinion, is reasonable having regard to size of the Company and the nature of its assets. Pursuant to the program, physical verification was carried out by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed/ transfer deed/ conveyance deed/ court orders approving scheme of arrangements/ amalgamation/ confirmation from custodians, provided to us, we report that, the title deeds of all the immovable properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in PPE are held in the name of the Company as at the balance sheet date except for 8 properties (including 4 lands) having Gross Carrying Value of 1.40 crores as at balance sheet date which are acquired pursuant to the scheme of amalgamation / arrangement / merger / demerger and Company is in the process of getting the same transferred in its name.
The Company has not revalued any of its PPE (including right- of-use assets) and intangible assets during the year and hence reporting under
Clause 3(i)(d) of the Order is not applicable to the Company.
According to the information and explanations given to us and on the basis of our examination of records, no proceedings have been initiated during the year or are pending as at March 31, 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988, as amended, and Rules made thereunder and hence reporting under Clause 3(i)(e) of the Order is not applicable to the Company.
(a) As at March 31, 2026, the Company does not hold any inventories and hence reporting under Clause 3(ii)(a) of the Order is not applicable to the Company.
(b) According to the information and explanations given to us and on the basis of our examination of records, the Company has been sanctioned working capital limits in excess of five crores rupees, in aggregate from banks on the basis of security of current assets during the year. In our opinion, the quarterly statement filed with banks are in agreement with the books of account.
During the year, in the ordinary course of its business, the Company has made investments in, and granted loans and advances in the nature of loans, secured and unsecured, to companies, firms, limited liability partnerships and other parties. In respect of such Investment in, provided security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties:
The principal business of the Company is to give loans, hence the requirement to report on Clause 3(iii)(a) of the Order is not applicable to the Company.
In our opinion and according to information and explanations given to us and based on the audit procedures performed by us, having regard to the nature of the Companys business, the investments made and the terms and conditions of the grant of all the loans and advances in the nature of loans are, prima facie, not prejudicial
to the interest of the Company. The Company has not provided any guarantee or security during the year.
In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated. Repayment of principal amounts and receipts of interest are regular except in delay in certain cases. However, having regard to the nature of business and the volume of the information involved, it is not practicable to provide an itemized list of loan assets where delinquencies during the year in the repayment of principal and interest have been identified for loans. Following delays were observed as at March 31, 2026:
| Particulars * | Total Overdue | Number of |
| Amount | cases | |
| (Principal and | ||
| Interest) [ in Crores] | ||
| 1-30 days | 39.63 | 46,641 |
| 31-60 days | 41.24 | 21,269 |
| 61-90 days | 26.10 | 9,903 |
| 91 or more days | 413.48 | 38,861 |
| Purchase | 698.54 | 9,341 |
| originated credit | ||
| impaired |
* Excluding cases which are technical write off and restructured as on March 31, 2026
According to information and explanations given to us and on the basis of our examination of records of the Company, total amount (Principal and Interest) overdue for more than ninety days in respect of loans granted by the Company aggregates to
413.48 crores as at March 31, 2026, excluding the cases which are technical write off and restructured as on March 31, 2026. In accordance with the policies and procedures adopted, the management has taken reasonable steps for recovery of principal amounts and interests.
The principal business of the Company is to give loans, hence the requirement to report on Clause
3(iii)(e) of the Order is not applicable to the Company.
The Company has not granted any loans or advances in the nature of loans during the year either payable on demand or without specifying any terms or period of repayment during the year and hence reporting under Clause 3(iii)(f) of the Order is not applicable to the Company.
The Company is a NBFC and engaged in the business of financing. In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Section 186 (1) of the Act in respect of the loans and investments made. Section 185 and other provisions of Section 186 of the Act are not applicable to the Company.
According to the information and explanations given to us and on the basis of our examination of records of the Company, no deposits or amounts which are deemed to be deposits within the meaning of Section 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 have been accepted by the Company and hence reporting under Clause 3(v) of the Order is not applicable to the Company.
The Central Government has not specified the maintenance of cost records under Section 148(1) of the Act for the services of the Company and hence reporting under Clause 3(vi) of the Order is not applicable to the Company.
(a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is generally regular in depositing undisputed statutory dues including Goods and Services tax, provident fund, employees state insurance, income tax, sales tax, custom duty, duty of excise, value added tax, cess and other material statutory dues during the year with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and on the basis of our examination of the records, there are no statutory dues mentioned in Clause vii (a) which have been not deposited on account of any dispute except as disclosed below:
| Name of the Statute | Nature of Dues | Forum where dues are pending | Period to which amount related | Gross Amount of Dispute ( in Cr.) | Amount unpaid ( in Cr.) |
| Income Tax | Income tax | Appellate Tribunal | AY 2013-14, 2020-21 & | 93.01 | 59.28 |
| 2021- 22 | |||||
| Appellate authority | AY 2014-15, 2016- 17, | 349.50 | 308.75 | ||
| upto Commissioners | 2019-20, 2020- 21, | ||||
| level | 2021-22 and 2022- 23 | ||||
| High Court | AY 2011-12, 2022- 23 | 544.53 | 529.46 | ||
| Central Excise | Excise Duty & | CESTAT | 1996-99 to 2000- 01, | 54.58 | 54.35 |
| Laws | Service Tax | 2004-05 to 2014- 15 | |||
| Appellate authority up | 1989-90, 1995- 96, | 0.35 | 0.34 | ||
| to Commissioners level | 1998-99, 2004-05 to | ||||
| 2005-06 and 2013- 18 | |||||
| Sales Tax Laws | Sales Tax | Tribunal | 1990-91, 1995- 96, | 4.05 | 2.60 |
| 1997-98 to 2004- 05 | |||||
| 2006-07 to 2010- 11, | |||||
| 2012-13 to 2013- 14 | |||||
| Appellate authority up | 1998-99 to 2011- 12, | 5.00 | 3.64 | ||
| to Commissioners level | 2014- 15 | ||||
| High Court | 2009-10 to 2010- 11 | 0.71 | 0.32 | ||
| Goods & | Goods & | Appellate authority up | 2017-18; 2018- 19; | 13.61 | 12.91 |
| Service Tax | Service Tax | to Commissioners level | 2019-20; 2020- 21; | ||
| Act,2017 | 2021- 22 |
According to the information and explanations given to us and on the basis of our examination of the records, there were no amounts to be recorded in the books of accounts that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
(a) Based on our audit procedures and on the basis of information and explanations given to us, we are of the opinion that the Company has not defaulted in the repayment of loans or other borrowings or in the repayment of interest thereon to the lenders and hence reporting under Clause 3(ix)(a) of the Order is not applicable to the Company.
On the basis of information and explanations given to us and on the basis of our examination of the records, the Company has not been declared as willful defaulter by any bank or financial institution or other lender.
To the best of our knowledge and belief, in our opinion and according to the information and
explanations given to us and on the basis of our examination of the records, term loans (including by way of non-convertible debentures) have been applied for the purposes for which they have been raised though idle/ surplus funds which were not required for immediate utlisation have been invested in readily releasable liquid investments.
On an overall examination of the Standalone Financial Statements, in our opinion the Company has, prima facie, not utilized funds raised on short term basis for long-term purposes.
Based on our audit procedures and on the basis of information and explanations given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or joint venture or associate and hence reporting under Clause 3(ix)
(e) of the Order is not applicable to the Company.
Based on our audit procedures and on the basis of information and explanations given to us, during
the year the Company has not raised term loans on the pledge of securities held in its subsidiary or joint venture or associate.
(a) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records, the Company has not raised any money by way of initial public offer (including debt instruments) and hence reporting under clause 3(x)(a) of the Order is not applicable to the Company.
(b) During the year, the Company has made rights issue of equity shares as a part of private placement. In regard to the right issue, the Company has complied with the requirement of Section 62 of the Act and the funds raised have been used for the purpose for which the funds were raised. Further, according to the information and explanations given to us and on the basis of our examination of the records, the Company has not made any preferential allotment, private placement of shares or fully or partly convertible debentures during the year and hence reporting under Clause 3(x)(b) of the Order is not applicable to the Company.
(a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of material fraud by or on the Company, noticed or reported during the year, nor have we been informed of such case by the management.
During the year and up to the date of this report, no report under Sub Section 12 of Section 143 of the Act has been filed in Form ADT-4 as prescribed in Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
We have taken into consideration the whistleblower complaints received by the Company during the year while determining the nature, timing and extent of audit procedures.
According to the information and explanations given to us and based on our examination of the records of the Company, the Company is not a Nidhi Company and hence reporting under Clause 3(xii) of the Order is not applicable to the Company.
According to the information and explanations given to us and based on our examination of the records of the Company, all the transactions entered into with related parties are in compliance with Section 177 and 188 of the Act and all the details have been disclosed in the Standalone Financial Statements as required by the applicable Accounting Standards. (Refer note 43 to the Standalone Financial Statements)
(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has an adequate internal audit system commensurate with the size and nature of its business.
We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedure.
According to the information and explanations given to us and on the basis of our examination of the records, the Company has not entered into any non-cash transactions prescribed under Section 192 of the Act with directors or persons connected with them during the year and hence provisions of section 192 of the Act are not applicable to the Company.
(a) The Company was a Housing Finance Company (HFC) and held a valid Certificate of Registration under Section 29B of the National Housing Bank Act, 1987 up to April 3, 2025, and accordingly was exempt from registration under Section 45-IA of the Reserve Bank of India Act, 1934 in terms of the applicable Master Directions. With effect from April 4, 2025, the Company has obtained a Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934 as a Non-Banking Financial Company (NBFC) and has surrendered its HFC registration.
The Company has conducted the non-banking financial activities with a valid certificate of registration.
In our opinion, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India and accordingly reporting under paragraph 3(xvi)
of the Order is not applicable to the Company.
Based on the information and explanations given to us and as represented by the management of the Company, the Group (as defined in Core Investment Companies (Reserve Bank) Directions, 2016) has only one CIC as part of the Group.
The Company has not incurred cash losses during the financial year covered by our audit and it has incurred cash losses of 429.08 crores in the immediately preceding financial year.
There has been no resignation of the statutory auditor of the Company during the year and hence reporting under Clause 3(xviii) of the Order is not applicable to the Company.
According to the information and explanations given to us and on the basis of the financial ratios disclosed in note 58(xi) to the Standalone Financial Statements, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the Standalone Financial Statements and our knowledge of the Board of Directors and the 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 the 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.
According to the information and explanations given to us and on the basis of our examination of the records, there are no amounts unspent in respect of corporate social responsibility towards ongoing or other than ongoing projects and hence reporting under Clause 3(xx) (a) and (b) of the Order is not applicable to the Company.
The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements. Accordingly, no comment has been included in respect of the said clause in this report.
For Singhi & Co.
Chartered Accountants
Firms Registration No.: 302049E
Ravi Kapoor
Partner
Membership No.: 040404
UDIN: 26040404RKLSRA1768
Place: Mumbai
Date: April 27, 2026
For Lodha & Co. LLP
Chartered Accountants
Firms Registration No.: 301051E/E300284
R. P. Baradiya
Partner
Membership No.: 044101
UDIN: 26044101KWEDEI5890
Place: Mumbai
Date: April 27, 2026
ANNEXURE B
Referred to in Report on Other Legal and Regulatory Requirements section of our Auditors Report of even date to the members of Piramal Finance Limited on the Standalone Financial Statements as at and for the year ended March 31, 2026
Report on the Internal Financial Controls with reference to standalone financial statement under Clause (i) of Sub-section 3 of Section 143 of the Act
We have audited the internal financial controls with reference to standalone financial statement of Piramal Finance Limited (the Company) as of March 31, 2026 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 Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal financial control with reference to Standalone Financial Statements criteria established by the Company considering the essential component 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 (ICAI). 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 Act.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on the Companys internal financial controls with reference to Standalone Financial Statements 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 deemed to be prescribed under Section 143(10) of the Act 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 ICAI. 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 with reference to Standalone Financial Statements 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 with respect to standalone financial statement and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statement included obtaining an understanding of internal financial controls with reference to Standalone Financial Statements, 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 judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to Standalone Financial Statements.
MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS
A Companys internal financial control with reference to Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to Standalone Financial Statements 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 entity are being made only in accordance with authorisations of management; (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the entitys assets that could have a material effect on the Standalone Financial Statements.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS
Because of the inherent limitations of internal financial controls with reference to standalone financial statement, 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 with reference to standalone financial statement to future periods are subject to the risk that the internal financial control with reference to standalone financial statement 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, to the best of our information and according to the explanations given to us, the Company has, broadly, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2026, based on the internal financial control with reference to standalone financial statement criteria established by the Company considering the essential Component 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.
For Singhi & Co.
Chartered Accountants
Firms Registration No.: 302049E
Ravi Kapoor
Partner
Membership No.: 040404
UDIN: 26040404RKLSRA1768
Place: Mumbai
Date: April 27, 2026
For Lodha & Co. LLP
Chartered Accountants
Firms Registration No.: 301051E/E300284
R. P. Baradiya
Partner
Membership No.: 044101
UDIN: 26044101KWEDEI5890
Place: Mumbai
Date: April 27, 2026
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.