Reliance Home Finance Auditors Report


To the Members of Reliance Home Finance Limited

Report on the Audit of the Ind AS Financial Statements Qualified Opinion

We have audited the accompanying Ind AS financial statements of Reliance Home Finance Limited ("the Company"), which comprise the Balance Sheet as at March 31,2023, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us except for the matter described in the Basis for Qualified Opinion section of our report the aforesaid IND AS 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion:

Material Uncertainty Related to Going Concern

We draw attention to Note No. 58, wherein the Company has entered into Business Transfer Agreement (BTA) and Lenders Implementation Memorandum both dated March 29, 2023 (the Agreements) for implementation of resolution plan as approved by the creditors, to transfer the undertaking i.e., transfer of business with certain material assets and liabilities agreed and mentioned in said agreement on Slump Sale Basis. Post execution of the above Agreements, the business undertaking of the Company has been transferred to Reliance Commercial Finance Limited (RCFL), 100% subsidiary of Authum Investment & Infrastructure Limited (the "Resolution Applicant"). Consequently, the Company has substantially reduced and further discontinued its housing finance activity post the execution of Lenders Implementation Memorandum. The above may result in loss / surrender of Housing Finance License. Further, there are certain legal cases in Courts of law against the Company, the liability of which, materialise if any, cant be ascertained as on balance sheet date.

In view of above significance of events or conditions and the business transfer, the ceased operations of the Company and current cash flow position indicates that a material uncertainty exists to meet those substantial probable financial liabilities /exposure and material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern.

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing (SAs), as 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 Ind AS 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 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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Emphasis of Matter

1) We draw attention to Note No.58 to the financial statements with regards to the implementation of Resolution Plan wherein, as informed by the management, the entire Resolution Plan has been finalized in terms of the RBI Circular No. RBI/2018-19/ 203, DBR.No.BP.BC.45/21.04.048/2018-19 dated June 7, 2019 on Prudential Framework for Resolution of Stressed Assets, pursuant to the approval by the Lenders of the Company, as approved by the Honble Supreme Court of India vide its order dated March 3, 2023 and the special resolution passed by the shareholders dated March 25, 2023. The financial statements have been prepared considering after implementation of Resolution Plan and transfer of undertaking to Reliance Commercial Finance Limited, 100% subsidiary of Authum Investment & Infrastructure Limited (Resolution Applicant). Post implementation of the Resolution Plan, the financial statements of the Company represent the assets and liabilities remaining with the Company. The Company in consultation with the Lead Bank, Debenture Trustee, Legal and Financial Advisors, took the appropriate steps towards implementing the approved Resolution Plan as mentioned in detail in the said note. The total Resolution amount was of 3,351 Crore and the Company has incurred Net Loss amounting to 277.24 Crore on implementation of resolution plan.

Our opinion is not modified in respect of this matter.

2) SEBI had issued an Interim Order cum Show Cause Notice dated February 1 1, 2022 under Sections 11(1), 11(4) and 11B(1) of the SEBI Act, 1992 ("Notice") against the Company, its individual promoter and the then Key Managerial Personnel ("Noticees") and has restrained the Noticees from buying, selling, or dealing in securities, either directly or indirectly, in any manner whatsoever until further notice. Further, Individual Noticees have been restrained from associating themselves with any intermediary registered with SEBI, any listed public company or from acting as a director / promoter of any public company which intends to raise money from the public, till further notice. The Management is of the view that the notice is an Interim Order and no financial implication can be ascertained at this stage. As informed by the management, the Company is in the final stages of preparing response to the notice in consultation with the legal advisors, taking into consideration the transfer of Companys

Reliance Home Finance Limited

Independent Auditors Report

business undertaking to Reliance Commercial Finance Limited, a wholly owned subsidiary of Authum Investment & Infrastructure Limited (Resolution Applicant), pursuant to RBI Circular No. RBI/2018-19/ 203, DBR.No.BP.BC.45/21.04.048/2018-1 9 dated June 7, 2019 on Prudential Framework for Resolution of Stressed Assets, the order of Supreme Court of India dated March 3, 2023 and the special resolution passed by the shareholders dated March 25, 2023.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Ind AS financial statements.

Key audit matters

How our audit addressed the Key audit measures

We draw attention to Note No.58 to the financial statements with regards to the implementation of Resolution Plan wherein, as informed by the management, the entire Resolution Plan has been finalized in terms of the RBI Circular No. RBI/2018-19/ 203, DBR.No.BP.BC.45/21.04.048/2018-1 9 dated June 7, 2019 on Prudential Framework for Resolution of Stressed Assets, pursuant to the approval by the Lenders of the Company, as approved by the Honble Supreme Court of India vide its order dated March 3, 2023 and the special resolution passed by the shareholders dated March 25, 2023.

Broadly our audit procedure included review of:

1. Supreme Court order dated 3rd March,2023

The financial statements have been prepared considering after implementation of Resolution Plan and transfer of undertaking to Reliance Commercial Finance Limited, 100% subsidiary of Authum Investment & Infrastructure Limited (Resolution Applicant). Post implementation of the Resolution Plan, the financial statements of the Company represent the assets and liabilities remaining with the Company. The total Resolution amount was of 3,351 Crore and the Company has incurred Net Loss amounting to 277.24 Crore on implementation of resolution plan.

2. Special Resolution passed by shareholders at EGM held on 25th March, 2023

3. Lenders Implementation Memorandum dated 29th March2023 including Distribution Schedule provided by Lenders

4. Business Transfer Agreement dated 29th March 2023

.5. Relevant accounting entries in books of accounts.

Other Information

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the Ind AS financial statements and our auditors report thereon.

Our opinion on the Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Ind AS 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and the circulars, guidelines and directions issued by the National Housing Board and Reserve Bank of India from time to time ("Guidelines"). 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 the 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Reliance Home Finance Limited

Independent Auditors Report

In preparing the Ind AS financial statements, the Board of Directors 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 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 Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS 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 Ind AS 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 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 and Board of Directors.

• 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.

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 Ind AS financial statements for the financial year ended March 31, 2023 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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;

(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 the Statement of Other Comprehensive income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

Reliance Home Finance Limited

Independent Auditors Report

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 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 with reference to these Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to 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, as amended in our qualified 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 Ind AS financial statements - Refer Note 43 to the Ind AS financial statements. As mention above there are certain legal cases in Courts of law against the Company, the liability of which, materialise if any, cant be ascertained as on balance sheet date.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. a) The management has represented that, to the best of its knowledge and belief, during the year 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(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, during the year, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures that were 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. No dividend has been declared or paid during the year by the Company.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. 01 April 2023, reporting under this clause is not applicable.

For Tambi & Jaipurkar

Chartered Accountants

Firms Registration Number: 1 1 5954W

CA Garima Agarwal

Partner

Membership Number: 1 60944 Place: Mumbai

Date: 27 May 2023

UDIN: 23160944BGYYXE4490

Reliance Home Finance Limited

Annexure 1 to the Independent Auditors Report on the Financial Statement

ANNEXURE ‘A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report to the Members of Reliance Home Finance Limited of even date)

i. (a) (A) The Company had entered into a Business Transfer Agreement dated March 29th, 2023 with the Reliance Commercial

Finance Ltd (RCFL) ,100% subsidiary of Authum Investment & Infrastructure Limited ( the " Resolution Applicant") and by virtue of this agreement property, plant and equipment of the Company were transferred to RCFL on Slump Sale basis except immovable Property and as a result the Company do not carry any property, plant and equipment in its financial statements as at March 31, 2023 therefore the provision of this clause of the said order is not applicable to the Company

(B) The Company do not carry any intangible asset in its financial statements as at March 31, 2023 in view of reasons mentioned in point (a)(A) above.

(b) In view of reasons mentioned in point i(a)(A) above, provision of this clause relating to physical verification of property, plant and Equipment is not applicable to the Company as at 31st March 2023.

(c) According to the information and explanations given to us and in view of reasons mentioned in point i(a)(A) above, the Company do not own any immovable properties at March 31, 2023 , therefore the provision of clause (i)(c) of the said order is not applicable to the Company.

(d) In view of reasons mentioned in point i(a)(A) above property, plant and equipment of the Company were transferred to RCFL on Slump Sale basis and as a result the Company do not carry any property, plant and equipment in its financial statements as at March 31, 2023 therefore the provision of clause (i) (d) of the said order is not applicable to the Company.

(e) Based on the information and explanations furnished to us, no proceedings have been initiated or are pending against the

Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii. (a) The Company does not have any inventory and hence reporting under clause 3(ii)(a) of the Order is not applicable to the Company.

(b The Company has not been sanctioned any working capital, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets.and hence reporting under clause 3(ii)(b) of the Order is not applicable.

iii. (a) The Company is a Housing Finance Company and hence reporting under clause 3(iii)(a) of the order is not applicable to the Company.

(b) As per the information and explanation provided to us, the Company has made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans during the year hence, reporting under clause 3(iii)(b) of the order is not applicable. However the same has been transferred to Reliance Commercial Finance Limited via Business Transfer Agreement (BTA). As a result the Company do not carry any investment guarantee or security or granted any loans or advances in the nature of loans in its financial statements as at March 31, 2023.

(c) As per the information and explanation provided to us, the Company has not granted any loans or advances in the nature of loans during the year hence reporting under clause 3(iii)(c) of the order is not applicable to the Company.

(d) As per the information and explanation provided to us, the Company has not granted any loans or advances in the nature of loans during the year hence reporting under clause 3(iii)(d) of the order is not applicable to the Company.

(e) The Company is a Housing Finance Company and hence reporting under clause 3(iii)(e) of the order is not applicable to the Company.

(f) According to the information and explanations given to us and on the basis of our examination of the records, 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 during the year. Hence, reporting under clause 3 (iii)(f) is not applicable to the Company.

iv. The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans

granted, investments made and guarantees and securities provided, as applicable. In view of reasons mentioned in point i(a)(A) above all loan , investments of the Company were transferred to RCFL on Slump Sale basis and as a result the Company do not carry any Loans and investment in its financial statements as at March 31, 2023

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. The maintenance of cost records has not been specified by the Central Government under subsection (1) of section 148 of the

Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under clause (vi) of the Order is not applicable to the Company.

Reliance Home Finance Limited

Annexure 1 to the Independent Auditors Report on the Financial Statement

vii. According to the information and explanations given to us and records examined by us, in respect of statutory dues:

(a) In our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Income Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Income Tax, Cess and other material statutory dues in arrears as at March 31, 2023 for a period of more than six months from the date they became payable.

(b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2023 on account of disputes are given below:

Name of the Statute

Nature of dues Amount under dispute (Rs.in crore) Amount paid (Rs.in crore) Period to which it relates Forum where the dispute is pending

Income Tax Act, 1961

Income Tax 11.79* 11.79* AY 2018-19 The Commissioner of Income Tax (Appeals)

*The abovementioned demand has been adjusted against refund of AY 2020-2021

viii. There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during

the year in the tax assessments under the Income Tax Act, 1 961 (43 of 1961).

ix. (a) According to the records of the Company examined by us and the information and explanation given to us, Certain lenders/

creditors of the Company (Banks and other Financial Institutions) have entered into an Inter-Creditor Agreement (ICA) for arriving at the debt resolution plan in accordance with the circular dated June 7, 2019 issued by the Reserve Bank of India (RBI) on Prudential Framework for Resolution of Stressed Assets. The Company and said lenders/creditors have arrived at financial resolution Plan and accordingly the Company have entered into Lender Implementation Memorandum on 29th March 2023 and the Company has made payment to the respective Lender on 29th March 2023 as per aforesaid memorandum and Resolution Plan towards full and final payment against their dues and they have accepted it. Further the Lenders have agreed to withdraw all the pending proceeding initiated by them.

(b) In view of reasons mentioned in point ix (a) above, after payment to Lenders on 29th March 2023 the Company will not remain willful defaulter by any bank or financial institution or government or any government authority as on March 31st 2023

(c) According to the records of the Company examined by us and the information and explanation given to us, the Company has not obtained any term loan during the year.

(d) On an overall examination of the financial statements of the Company, no funds raised on short term basis during the year by the Company.

(e) On an overall examination of the financial statements of the Company, the Company do not have any subsidiary during the year.

(f) The Company has not raised any loans during the year on the pledge of securities held in its subsidiary, joint venture and associate companies and hence reporting under clause 3(ix)(f) of the Order is not applicable to the Company.

x. (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the reporting under Clause (x)(a) of the Order is not applicable to the Company.

(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable to the Company.

xi. (a) No fraud by the Company and no material fraud on the Company has been noticed or reported to us during the year.

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

(c) 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, and as represented to us by the management, no whistle- blower complaints have been received during the year by the Company. Accordingly, the reporting under Clause (xi)(c) of the Order is not applicable to the Company.

xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable

xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

Reliance Home Finance Limited

Annexure 1 to the Independent Auditors Report on the Financial Statement

xiv. a) In our opinion and according to the information and explanation given to us, there is internal audit system commensurate with the size and nature of its business,

b) 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 procedures.

xv. In our opinion during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with its directors. and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xvi. (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

(b) The Company is having a valid Certificate of Registration (CoR) for Housing Finance Activities from National Housing Bank (NHB) as defined under Section 29A of the National Housing Bank Act, 1987as at March 31, 2023

(c) 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 clause 3(xvi)(c) of the Order is not applicable.

(d) As per the information made available to us there is One core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016)

xvii. The Company has incurred cash losses of 6.94 Crore in the financial year 2022- 23 and Cash Loss of 979.50 crore in the immediately preceding financial year 2021-22.

xviii. There has been no resignation of statutory auditor during the year hence this clause is not applicable to the Company.

xix. In view of significance of events or conditions and the business transfer, the ceased operations of the Company and current

cash flow position indicates that a material uncertainty exists to meet those substantial probable financial liabilities /exposure and material uncertainty exists that may cast significance doubt on the Companys ability to continue as a going concern. The Company has outstanding liability of 55.95 crore and set aside 11.84 crore for its repayment in respect of dissenting debenture holders as per Resolution Plan approved by the Lenders and Lender Implementation Memorandum on 29th March 2023.

xx. The provisions of section 135 of the Act are not applicable to the Company during the year. Accordingly, the reporting under

Clause (xx)(a) and (xx)(b) of the Order is not applicable to the Company.

For Tambi & Jaipurkar Chartered Accountants

Firm Registration Number: 1 15954W

CA Garima Agarwal

Partner

Membership Number: 1 60944 Place: Mumbai

Date: 27 May 2023

UDIN: 23160944BGYYXE4490

Reliance Home Finance Limited

Annexure 2 to the Independent Auditors Report on the Financial Statement

Annexure “B" to Independent Auditors 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 with reference to financial statements of Reliance Home Finance Limited ("the Company") as of March 31, 2023 in conjunction with our audit of the 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 ("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 the 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 these 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 as specified under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by 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 these 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 with reference to these financial statements and their operating effectiveness.

Our audit of internal financial controls with reference to financial statement included obtaining an understanding of internal financial controls with reference to these 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 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 with reference to these financial statements.

Meaning of Internal Financial Controls With Reference to these Financial Statements

A Companys internal financial controls with reference to financial statements 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 controls with reference to 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 Company are being made only in accordance with authorizations of management and directors of the Company; and

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

Inherent Limitations of Internal Financial Controls With Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to these financial statements, 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 financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Reliance Home Finance Limited

Annexure 2 to the Independent Auditors Report on the Financial Statement Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2023, 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 issued by ICAI.

For Tambi & Jaipurkar Chartered Accountants

Firms Registration Number: 1 1 5954W

CA Garima Agarwal

Partner

Membership Number: 1 60944

Place: Mumbai

Date: 27 May 2023

UDIN: 23160944BGYYXE4490

Reliance Home Finance Limited

Auditors Additional Report

Auditors Additional Report pursuant to the requirements of Master Direction Non-Banking Financial Company - Housing

Finance Company (Reserve Bank) Directions, 2021.

To,

The Board of the Directors

Reliance Home Finance Limited

The Ruby, 11th Floor, North-West Wing,

Plot No. 29, Senapati Bapat Marg,

Dadar (West), Mumbai-400028.

1. This report is issued pursuant to the requirements of Paragraph 69 of the Master Direction Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (the "Directions") on matters mentioned in Paragraph 70 and 71 of the Directions.

2. We have audited the financial statements of Reliance Home Finance Limited (hereinafter referred to as the "Company") comprising Balance Sheet as at March 31, 2023 and the related Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, on which we have issued qualified opinion in our audit report dated May 27, 2023.

Managements Responsibility for the Financial Statements

3. The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 ( the "Act") with respect to the preparation of the Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the Ind AS financial statements, the Board of Directors 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 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.

4. The Management is also responsible for compliance with Master Direction Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 and guidelines applicable to Housing Finance Companies, as amended from time to time, and for providing all the required information in stipulated time period to the National Housing Bank (NHB).

Auditors Responsibility

5. Pursuant to the requirements of the Directions referred to in paragraph 1 above it is our responsibility to examine the audited books and records of the Company for the year ended March 31, 2023 and report on the matters specified in the Directions to the extent applicable to the Company.

6. We conducted our examination in accordance with the Guidance Note on reports or Certificates for Special Purposes issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.

7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical

Financial Information, and other assurance and Related Services Engagements.

Opinion

8. Based on our examination of the audited books and records of the Company for the year ended March 31, 2023 as produced for our examinations and the information and explanations given to us we report that:

8.1 The Company is engaged in the business of providing finance for housing and has initially obtained a certificate of registration (COR) no. 02.0069.09 dated January 06, 2009 in the name of Reliance Homes Finance Private Limited and pursuant to name change, the same has been reissued with COR no. 04.0074.09 dated April 27, 2009 in the name of Reliance Home Finance Private Limited and further pursuant to name change the same has been reissued with COR no. 07.0101.12 dated July 16, 2012 in the name of Reliance Home Finance Limited by the NHB, New Delhi, under section 29A of the NHB Act.

8.2 The Company is not meeting the required Net Owned Fund requirement as prescribed under Section 29A of the NHB Act due to accumulated losses.

Reliance Home Finance Limited

Annexure 2 to the Independent Auditors Report on the Financial Statement

8.3 For the F.Y 2022-23, the Company is not liable to transfer any amount as specified in Section 29C of the National Housing Bank Act, 1987 as the Company has incurred losses during the year.

8.4 The Board of Directors of the Company has passed a resolution in its Board meeting held on May 6, 2022 for non-acceptance of public deposits;

8.5 The Company has not accepted any public deposits during the year ended March 31, 2023;

8.6 The total borrowings of the Company as on 31st March 2023 is exceeding the limits prescribed under paragraph 27.2 of the directions due to negative net owned funds as on 31st March 2023;

8.7 The Company has adopted Ind AS accounting framework, as notified Under Section 133 of the Act by the Ministry of Corporate Affairs (MCA) w.e.f. April 1, 2018. The Financial Statements for the year ended March 31, 2023 has been prepared by the management considering accounting methodology and principles mentioned in applicable Ind AS. The Company presents its Balance Sheet in order of liquidity in compliance with the Division III of Schedule III to the Act. The Company has complied with the requirement mentioned under respective Ind AS on income recognition, provisioning and asset classification in preparing financial statements.

NHBs Policy Circular No. NHB(ND)/DRS/Policy Circular No. 89/201 7-18 dated June 14, 2018 requires Housing Finance Companies to continue to follow the extant provisions of National Housing Bank Act 1987 and Housing Finance Companies (NHB) Directions 2010 require various disclosure on income recognition, provisioning and asset classification and to provide adequate disclosures in the notes to accounts. Accordingly, the Company has provided disclosure in the notes to accounts in accordance with the aforesaid guidelines and as per Accounting Standard prescribed under Section 133 of the Act read with the Companies (Accounting Standards) Rules, 2006, as amended (Indian GAAP).

The Company has transferred its loans and advances as at 29th March 2023, via Business transfer agreement dated 29th March 2023 to Reliance Commercial Finance Limited (RCFL), 100% subsidiary of Authum Investment & Infrastructure Limited (the "Resolution Applicant") (refer para 8.14 below). and no loans and Advances portfolio exist as on 31st March 2023, therefore LTV norms cannot be ascertained.

The Company has complied with the prudential norms on disclosure in balance sheet, investment in real estate, exposure to capital market and engagement of broker, and concentration of credit/ investments as at March 31, 2023 as specified in NHB Directions. In view of para 8.13 and 8.14 the Company do not have investment in real estate, exposure to capital market as at 31st March 2023

8.8 The Company has correctly arrived at and disclosed the capital to risk assets ratio (CRAR) in the Schedule II return submitted

to the NHB for the year ended March 31, 2023. However, such ratio is not in compliance with the minimum CRAR prescribed

in NHB Directions due to negative Net Owned Fund.

8.9 The Schedule II return for the year ended March 31, 2023 has been furnished to the NHB as specified in the NHB Directions.

The half yearly return of March 2023 has been filed within the stipulated time period as specified in the NHB Directions.

8.10. Schedule III - Return on Statutory Liquid Assets for the year ended March 31, 2023 as specified in the NHB Directions is not applicable as company is not accepting deposits. Schedule IV return of March 2023 quarter was filed within stipulated time as specified in the NHB Directions.

8.11 The Company has transferred all its existing branches as on 29th March 2023 to Reliance Commercial Finance Limited (RCFL), 100% subsidiary of Authum Investment & Infrastructure Limited (the "Resolution Applicant") as part of business Transfer Agreement and have no branch as on 31st March 2023(Refer 8.14 below)

8.12 The Company has not granted any loan against its own shares and for purchase of gold in any form and hence it is in compliance with provisions contained in paragraph 38 and 38A of the NHB Directions; and

8.13 As per para 32(1) of the Master Circular- The Housing Finance Companies (NHB) Directions, 2010 issued by the National Housing Bank (NHB) vide its notification no. NHB (ND)/DRS/REG/MC-01/2018 dated July 02, 2018, no Housing Finance

Company shall lend to any single group of borrowers exceeding 25 percent of its owned funds. In view of Para 8.14, the Company does not have any exposure to group companies and others as on 31st March 2023 & therefore single borrower Limit / Group borrower limit is not applicable as at 31st March 2023.

Reliance Home Finance Limited

8.14 There had been a material shift in primary business of the Company during earlier years from Housing Finance to Non-Housing Finance which comprises more than 50% of total loan portfolio raising concern about Company continuing as a Housing Finance Company.

The Company has entered into Business Transfer Agreement (BTA) and Lenders Implementation Memorandum both dated March 29, 2023 (the Agreements) for implementation of resolution plan as approved by the creditors, to transfer the undertaking i.e. transfer of business with certain material assets and liabilities agreed and mentioned in said agreement on Slump Sale Basis. Post execution of the above Agreements, the business undertaking of the Company has been transferred to Reliance Commercial Finance Limited (RCFL), 100% subsidiary of Authum Investment & Infrastructure Limited (the "Resolution Applicant"). Consequently, the Company has substantially reduced and further discontinued its housing finance activity post the execution of Lenders Implementation Memorandum. The above may result in loss / surrender of Housing Finance License.

Restrictions on Use

1. Our obligations in respect of this report are entirely separate from, and our responsibility and liability is in no way changed by any other role we may have (or may have had) as auditors of the Company or otherwise. Nothing in this report, nor anything said or done in the course of or in connection with the services that are the subject of this report, will extend any duty of care we may have in our capacity as auditors of the Company.

2. This report is issued pursuant to our obligations under Directions to submit a report on additional matters as stated in the above Directions, to the Board of Directors of the Company and should not be used for any other purpose. Tambi and Jaipurkar, Chartered Accountants neither accepts nor assumes any duty or liability for any other purpose or to any other party to whom our report is shown or into whose hands it may come without our prior consent in writing.

For Tambi & Jaipurkar

Firm Reg No.: 1 15954W

CA Garima Agarwal

Partner

Membership Number: 1 60944

Place: Mumbai

Date: 27 May 2023

UDIN: 23160944BGYYXF6574