Shriram Finance Ltd Auditor Reports

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

1. We have audited the accompanying Standalone Financial Statements of Shriram Finance Limited (the "Company"), which comprise the Standalone Balance Sheet as at March 31, 2025, the Standalone Statement of Profit And Loss (including Other Comprehensive Income/Loss), the Standalone Statement of Cash Flow and the Standalone Statement of changes in equity for the year ended, and notes to the Standalone Financial Statements, including a summary of the material accounting policies and other explanatory information (hereinafer referred to as the "Standalone Financial Statements").

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, the relevant circulars, guidelines and directions issued by the Reserve Bank of India ("RBI") from time to time ("RBI Guidelines") and other accounting principles generally accepted in India, of the state of afairs of the Company as at March 31, 2025, and its profit (including other comprehensive income), its cash fows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specifed 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 Standalone Financial Statements under the provisions of the Act and the rules thereunder, and we have fulflled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.

Key Audit Matter

4. Key audit matters are those matters that, in our professional judgment, were of most signifcance in our audit of the Standalone Financial Statements for the financial year ended March 31, 2025. ese matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matter described below to be the key audit matters to be communicated in our report.

Key Audit Matter	How the matter was addressed in our audit
Impairment Loss Allowance of loans and advances	Audit Procedures included but were not limited to the following:
(Reference to Note 12 & 39 read with Material Accounting Policies Note 6.1(VI). (in INR crores)	We started our audit procedures with understanding of the internal control environment related to Impairment loss allowance. Our procedures over internal controls focused on recognition and measurement of impairment loss allowance. We assessed the design and tested the operating efiectiveness of the selected key controls implemented by the Company.
(in INR Crores) Gross Advances 2,59,915.91 Provisions 14,523.12 Net Advances 2,45,392.79
Significant estimates and judgments involved in	We also assessed whether the impairment methodology used by the Company is in accordance with the assumptions and methodology approved by the Board of Directors of the Company which is based on and in compliance with Ind AS 109 "Financial Instruments".
Reserve Bank of India has issued Master circular and other clarifications on Income Recognition and Asset Classification and Provisioning pertaining to Advances ("IRAC"). ese guidelines prescribe the prudential norms for identification and classification of advances as Stage 3/ NPAs.
e Company has applied significant judgement to determine the identification and classification of such assets as Stage 3/ NPAs by applying quantitative as well as qualitative factors. e risk of identification of such assets as Stage 3/ NPAs is afiected by factors like stress and liquidity concerns of such assets.	Accordingly, we assessed the approach of the Company regarding definition of Default,
Impairment loss allowance of loans and advances ("Impairment loss allowance") is a Key Audit Matter as the Company has significant credit risk exposure considering the large loan portfolio across a wide geographical range. e value of loans and advances on the balance sheet is significant and there is a high degree of complexity and judgment involved in estimating individual and collective	Probability of Default (PD), Loss Given Default (LGD) and incorporation of forward - looking information for the calculation of ECL. For loans and advances which are assessed for impairment on a portfolio basis, we performed particularly the following procedures:
credit impairment provisions, write-ofis against these loans and to additionally determine the asset quality and provision of the Company. e Companys model to calculate Expected Credit Loss ("ECL") is inherently complex and judgment is applied in determining the correct construction of the three-stage impairment model ("ECL Model") including the selection and input of forward-looking information. ECL provision calculation require	• We read the Companys policies for identification, classification and assessing compliance for Stage 3/NPAs customers in line with the IRAC norms;
the use of large volumes of data. e completeness and reliability of data can significantly impact accuracy of the modelled impairment provisions. e accuracy of data fiows and the implementation of related controls are critical for the integrity of the estimated impairment provisions.	• We understood the design, reliability and operating efiectiveness of key data inputs and related management controls;
	• We performed substantial audit procedure relating to identification and classification of Stage 3/NPAs by the Company.
	• We tested the identification/ grouping of the loan accounts mapped with the customer code as identified by the management;
	• We performed analytical procedures to identify possible cases of evergreening of loans and tested these on sample basis.
	• We checked the stage classification as at the balance sheet date as per the definition of Default of the Company and Reserve Bank of India circulars issued from time to time;
	• We validated the ECL Model and its calculation by involving our Information Technology Expert;
	• We have checked on sample basis that the stage classification for the borrowers has been given in accordance with the Resolution Framework issued by Reserve Bank of India (the "RBI") and the Board approved policy for ECL provisioning and stage classification with respect to such accounts;
	• We have verified whether the ECL provision is made in accordance with the Board Approved Policy in this regard;
	• We have also calculated the ECL provision manually for selected samples;
	• We have assessed the assumptions made by the Company in making accelerated
	provision considering forward looking information. For loans and advances which are written ofi during the year under audit, we read and understood the methodology and policy laid down and implemented by the Company in this regard along with its compliance on sample basis.

Information other than the Standalone Financial Statements and Auditors Report thereon

6. e Companys Board of Directors is responsible for the preparation of other information. e other information comprises the information included in the Boards Report, (including annexures thereto), and Management Discussion and Analysis ("MD&A") (collectively referred to as "Other Information"), but does not include the Standalone Financial Statements and our auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the Other Information and we do not express any form of assurance conclusion thereon. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the Other Information and, in doing so, consider whether the Other Information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our 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 ose Charged with Governance for the Standalone Financial Statements

7. e accompanying Standalone Financial Statements have been approved by the Companys Management and Board of Directors. e Companys Board of Directors is 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 standalone financial position, standalone financial performance including other comprehensive income, changes in equity and cash fows of the Company in accordance with the Ind AS specifed under section 133 of the Act, RBI Guidelines and other accounting principles generally accepted in India. is 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 efectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the Standalone Financial Statements, the Management and the 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 Management and the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. e Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to infuence the economic decisions of users taken on the basis of these Standalone Financial Statements.

11. As part of an audit in accordance with Standards on Auditing, specifed under section 143(10) of the Act we exercise professional judgment and maintain professional scepticism 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 sufcient and appropriate to provide a basis for our opinion. e risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal financial 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 the internal financial controls system with reference to the Standalone Financial Statements and the operating efectiveness of such controls based on our audit;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors;

• Conclude on the appropriateness of the 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 Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our 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 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; and

• Obtain sufcient appropriate audit evidence regarding the Standalone Financial Statements of the Company to express an opinion on the Standalone Financial Statements.

12. We communicate with those charged with governance of the Company regarding, among other matters, the planned scope and timing of the audit and significant audit fndings, including any significant defciencies in internal control that we identify during our audit. 13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. 14. From the matters communicated with those charged with governance, we determine those matters that were of most signifcance in the audit of the Standalone Financial Statements for the financial year ended March 31, 2025 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 benefts of such communication.

Other Matter

15. e Standalone Financial Statements of the Company for the year ended March 31, 2024 were audited by the predecessor joint auditors, who have expressed an unmodifed opinion as relevant on those Standalone Financial Statements vide their audit report dated April 26, 2024. Accordingly, we do not express any opinion on the fgures reported in the standalone financial statements for the year ended as at March 31, 2024.

Report on Other Legal and Regulatory Requirements

16. As required by Section 197(16) of the Act based on our audit,wereportthattheCompanyhaspaidremuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.

17. As required by the Companies (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 I, a statement on the matters specifed in paragraphs 3 and 4 of the Order, to the extent applicable.

18. Further to our comments in Annexure I, as required by Section 143(3) of the Act based on our audit, we report, to the extent applicable, that: a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying Standalone Financial Statements; b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) the Standalone Financial Statements dealt with by this report are in agreement with the books of account; d) in our opinion, the aforesaid Standalone Financial Statements comply with Ind AS specifed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended; e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2025 from being appointed as a director in terms of section 164(2) of the Act; f) with respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company as on March 31, 2025 and the operating efectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodifed opinion; and g) 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: i. e Company, as detailed in Note 50 to the Standalone Financial Statements, has disclosed the impact of pending litigations on its financial position as at March 31, 2025; ii. e Company has made provision as at March 31, 2025, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; iii. As mentioned in Note 26 to the Standalone Financial Statements, there has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company; iv. a. e management has represented that, to the best of its knowledge and belief, as disclosed in Note 60 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 or entity, 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 identifed in any manner whatsoever by or on behalf of the Company (the "Ultimate Benefciaries") or provide any guarantee, security or the like on behalf of the Ultimate Benefciaries; b. e management has represented that, to the best of its knowledge and belief, as disclosed in Note 60 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 identifed in any manner whatsoever by or on behalf of the Funding Party

("Ultimate Benefciaries") or provide any guarantee, security or the like on behalf of the Ultimate Benefciaries; and c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our attention that causes us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement. v. In our opinion and according to the information and explanations given to us, the dividends declared and/or paid during the year by the Company is in compliance with Section 123 of the Act, to the extent it applies to payment of dividend. As stated in Note 30 to the standalone financial statements, the Board of Directors of the Company has proposed fnal dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting; vi. Based on our examination which included test checks, the Company has used various accounting sofware for maintaining its books of account which have a feature of recording audit trail (edit log) facility, which have operated throughout the year for all relevant transactions recorded in the sofware. Based on our procedures performed, we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For M M Nissim & Co LLP	For G. D. Apte & Co
Chartered Accountants	Chartered Accountants
Firm Registration No: 107122W/W100672	Firm Registration No: 100515W
Manish Singhania	Umesh S. Abhyankar
Partner	Partner
Membership No. 155411	Membership No. 113053
UDIN: 25155411BMKXPN3648	UDIN: 25113053BMONJA2976
Mumbai	Mumbai
April 25, 2025	April 25, 2025

Annexure I referred to in Paragraph 17 of the Independent Auditors Report of even date to the members of Shriram Finance Limited on the Standalone Financial Statements for the year ended March 31, 2025

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that: i. a. (A) e Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and right of use assets including quantitative details and situation of these assets. (B) e Company has maintained proper records showing full particulars of intangible assets. b. e Company has a regular programme of physical verifcation of its property, plant and equipment by which all property, plant and equipment are verifed in a phased manner. In our opinion, this periodicity of physical verifcation is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain property, plant and equipment were physically verifed by the Management during the year. In our opinion, and according to the information and explanations given to us, no material discrepancies were noticed on such verifcation. c. In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of all the immovable properties (other than properties where the Company is the lessee, and the lease agreements are duly executed in favour of the lessee) disclosed in the Standalone Financial Statements are held in the name of the Company. Consequent to efect of scheme of amalgamation (w.e.f. April 1, 2022) involving amalgamation of Shriram Capital Limited (afer de-merger of few undertakings from the said Shriram Capital Limited) and Shriram City Union Finance Limited with the Company and change in the name of the company from Shriram Transport Finance Company Limited to Shriram Finance Limited, the Company is in process of applying for the name change in respect of its immovable properties. Following are such properties not held in the name of the Company:

Description of property	Gross carrying value (in f)	Held in name of	Whether promoter, director or relative or employee	Period held (in years)	Reason for not being held in name of Company
Building-	11,36,000	Shriram City	No	3.00	ese assets were acquired
Akash Deep		Union Finance			on merger.
Plaza, Golmuri,		Ltd.
Jamshedpur,
Jharkhand
Land At	14,957			3.00
Levinjipuram
Village
(Panagudi), Tamil
Nadu
Land At	15,941			3.00
Levinjipuram
Village
(Panagudi), Tamil
Nadu
Land at	8,750			3.00
Vadakkankulam,
Radhapuram
Taluka, Tamil
Nadu-
Description of	Gross carrying	Held in name of	Whether	Period held	Reason for not being held
property	value (in f)		promoter,	(in years)	in name of Company
			director or
			relative or
			employee
Land At	14,957	Shriram City	No	3.00	ese assets were acquired
Levinjipuram		Union Finance			on merger
Village		Ltd.
(Panagudi), Tamil
Nadu
Building	23,40,000	Erstwhile	No	3.00	e process of change in
at Vanijya		Shriram			name is in progress
Bhavan, Raipur,		Transport
Chhattisgarh		fnance company
Building at	77,55,770	limited		3.00
Trichy Doc cell
iruvellarai,
Tamil Nadu
Flat 308, 309	39,85,155			3.00
Sakar III,
Ahemdabad,
Gujarat
Ofce 431/432,	37,31,500			3.00
Vyapar Bhavan,
Mumbai,
Maharashtra
Flat at	5,39,473			3.00
iruvanmiyur
Village, Saidapet
Taluka, Chennai
Land at Trichy	49,38,636			3.00
Doc cell
iruvellarai,
Tamil Nadu
Land at	3,90,527			3.00
iruvanmiyur
Village, Saidapet
Taluka, Chennai
Land In	12,240			3.00
Tanukarkulam
Village-Survey
No.179(1D),
Chennai
Land In	12,240			3.00
Tanukarkulam
Village-Survey
No.179, Chennai
Land In	9,240			3.00
Tanukarkulam
Village-Survey
No.179(1E1),
Chennai
Land In	12,240	Erstwile Shriram	No	3.00	e process of change in
Tanukarkulam		Transport			name is in progress
Village-Survey		fnance company
No.179(1F),		limited
Chennai
Land In	12,240			3.00
Tanukarkulam
Village -Survey
No.179(1E),
Chennai
Land at	37,672			3.00
Radhapuram,
Tirunelveli,
Chennai
Land at	37,671			3.00
Radhapuram,
Tirunelveli,
Chennai
Land at	37,671			3.00
Radhapuram,
Tirunelveli,
Chennai
Land at	37,672			3.00
Radhapuram,
Tirunelveli,
Chennai
Land at	37,672			3.00
Radhapuram,
Tirunelveli,
Chennai
Land at	37,672			3.00
Radhapuram,
Tirunelveli,
Chennai
Land at	37,671			3.00
Radhapuram,
Tirunelveli,
Chennai
Land at	37,671			3.00
Radhapuram,
Tirunelveli,
Chennai
Land at	37,671			3.00
Radhapuram,
Tirunelveli,
Chennai
Land at	36,010	Erstwile Shriram	No	3.00	e process of change in
Radhapuram,		Transport			name is in progress
Tirunelveli,		fnance company
Chennai		limited
Land at	39,760			3.00
Radhapuram,
Tirunelveli,
Chennai
Land at	51,426			3.00
Vedakulum
Taluka,
Tangarkulam
village,
Tirunelveli,
Chennai
	d.	In our opinion and according to the information and explanations given to us, the Company has not revalued its
		Property, Plant and Equipment and Right of Use assets or intangible assets during the year.
	e.	In our opinion and according to the information and explanations given to us and on the basis of our examination of
		the records of the Company, no proceedings have been initiated or are pending against the Company for holding any
		benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
		Accordingly, reporting under clause 3(i)(e) of the Order is not applicable to the Company.
ii.	a.	e Company does not hold any inventory. Accordingly, reporting under clause 3(ii)(a) of the Order is not applicable
		to the Company.
	b.	e Company has a working capital limit in excess of f 5 crores sanctioned by banks and financial institutions based on
		the security of loans (assets). e quarterly returns/statements, in respect of the working capital limits have been fled
		by the Company with such banks and financial institutions and as per the information and explanations given to us and
		as verifed by us, such returns/statements are materially in agreement with the books of account of the Company for the
		respective periods, which were not subject to audit.
iii.	a.	e Company is a Non-Banking Finance Company and its principal business is to give loans. Accordingly, reporting
		under clause 3(iii)(a) of the Order is not applicable to the Company.
	b.	e investments made and terms and conditions of the grant of all loans are, prima facie, not prejudicial to the
		Companys interest. e Company has not granted advances in the nature of loans and has not provided any guarantee
		and also not given security to any party.
	c.	In respect of loans and advances in the nature of loans (together referred to as "loan assets"), the schedule of repayment
		of principal and payment of interest has been stipulated. Note 6.1 (VI) to the Standalone Financial Statements explains
		the Companys accounting policy relating to impairment of financial assets which include loans assets. In accordance
		with that policy, loan assets with balances as at March 31, 2025, aggregating f 11,838.79 crores were categorised as credit
		impaired ("Stage 3") and f 17,915.58 crores were categorised as those where the credit risk has increased significantly
		since initial recognition ("Stage 2"). Disclosures in respect of such loans have been provided in Note 12 to the Standalone
		Financial Statements. Out of loans and advances in the nature of loans with balances as at March 31, 2025, aggregating

b. According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:

Name of the Statute	Nature of the Dues	Amount (f in crores)	Period to which the amount relates	Forum where dispute is Pending
Income Tax	Income Tax	37.32	AY 2016-17	Madras High Court
Act,1961	Demands
Finance Act, 1994	Service Tax	2,155.54	FY 2005-06 to FY 2016-17 and	Bombay High Court
(Service tax)	Demands		upto June 30, 2017
Finance Act, 1994	Service Tax	250.13	FY 2008-09 to 2014-15	Supreme Court of India
(Service tax)	Demands
Finance Act, 1994	Service Tax	333.38	April 1, 2003 to March 31,	Supreme Court of India
(Service tax)	Demands		2010
Finance Act, 1994	Service Tax	84.41	April 1, 2009 to September 30,	CESTAT, Chennai
(Service tax)	Demands		2014

f 2,30,161.54 crores, where credit risk has not significantly increased since initial recognition (categorised as "Stage 1"), delinquencies between 1 to 30 days in the repayment of principal and payment of interest aggregating f 994.02 crores were also identifed. In all other cases, the repayment of principal and interest is regular as at March 31, 2025. Having regard to the nature of companys business and the volume of information involved, it is not practicable to provide an itemised list of loan assets where delinquencies in the repayment of principal and interest have been identifed. d. e total amount overdue for more than ninety days, in respect of loans and advances in the nature of loans, as at the end of the year is f 2,868.73 crores. Reasonable steps are being taken by the Company for recovery of the principal and interest. e. e Company is a Non-Banking Finance Company, and its principal business is to give loans. Accordingly, reporting under clause 3(iii)(e) of the Order is not applicable to the Company. f. Based on our audit procedure and according to the information and explanation made available to us, the Company has not granted any loans or advances in the nature of loans to Promoters/Related Parties as defned in section 2(76) of the Act, which are either repayable on demand or without specifying any terms or period of repayment. iv. In our opinion, and according to the information and explanations given to us, the Company has not granted any loan or provided any guarantee or security in connection with any loan taken by party covered under Section 185 of the Act. Further, the Company has complied with the provisions of Section 186 of the Act in respect of the loans or investments made, or guarantees or security provided by it, to the extent applicable. v. In our Opinion, the Company had complied with the directive issued by the Reserve Bank of India (the "RBI") with regards to the deposits accepted and amounts deemed to be deposits during the year. According to the information and explanation given to us, the provisions of sections 73 to 76 and any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended), are not applicable to the Company being an non-banking financial company registered with the RBI. We are informed by the management that no order has been passed by the Company Law Tribunal or RBI or any Court or any other Tribunal against the Company in this regard. vi. e Central Government has not specifed maintenance of cost records under sub-section (1) of section 148 of the Act, in respect of Companys products/business activity. Accordingly, reporting under clause 3(vi) of the Order is not applicable. vii. a. In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have been regularly deposited with the appropriate authorities by the Company. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

Name of the Statute	Nature of the Dues	Amount (f in crores)	Period to which the amount relates	Forum where dispute is Pending
Finance Act, 1994	Service Tax	71.45	October 1, 2012 to June 30,	CESTAT, Chennai
(Service tax)	Demands		2017
Andhra Pradesh	Value added Tax	0.00*	FY 2010-11 to 2012-13	High court of Telangana -
Value Added Tax				Hyderabad
Andhra Pradesh	Value added Tax	0.00*	FY 2009-10 to 2010-11 and	High court of Telangana -
Value Added Tax			April 1, 2011 to August 31,	Hyderabad
			2012
Andhra Pradesh	Value added Tax	5.96	FY 2005-06 to 2008-09	High court of Andhra
Value Added Tax				Pradesh - Amaravati
Orissa Value	Value added Tax	0.09	FY 2008-09 to 2012-13	Orissa Sales Tax Tribunal-
Added Tax				Cuttack
Telangana Value	Value added Tax	0.00*	FY 2013-14 to 2016-17 and	High court of Telangana -
Added Tax			April 1, 2017 to June 30, 2017	Hyderabad
Tamil Nadu Value	Value added Tax	0.02	FY 2014-15 to 2016-17 and	e Company is in the
Added Tax			April 1, 2017 to June 30, 2017	process of fling an appeal
				with Madras High Court.
Tamil Nadu Value	Value added Tax	0.00$	FY 2006-07 to FY 2013-14	Supreme Court of India
Added Tax
Tamil Nadu Value	Value added Tax	0.01	FY 2014-15 to 2016-17 and	Tamil Nadu Sales Tax
Added Tax			April 1, 2017 to June 30, 2017	Appellate Tribunal,
				Chennai
Tamil Nadu Value	Value added Tax	0.00$	FY 2007-08 to FY 2013-14	Supreme Court of India
Added Tax
Goods and	GST Demands	23.12	FY 2017-18 to FY 2021-22	Appellate Authority upto
Service Tax				Commissioners level
Goods and	GST Demands	0.11	FY 2017-18 to FY 2019-20	Appellate Authority upto
Service Tax				Commissioners level
Goods and	GST Demands	0.01	FY 2019-20	Authority upto
Service Tax				Commissioners level
Goods and	GST Demands	13.04 #	FY 2020-21 to FY 2022-23	Authority upto
Service Tax				Commissioners level
Indian Stamp Act	Stamp duty	6.69	FY 2023-24	Principal Revenue
				Controlling Ofcer and
				Registrar, Chennai

# e company is in the process of fling an appeal with appellate authorities. $ Amounts where the entire Disputed Tax amount is deposited are presented as f0.00 crore

* Cases which are entered into Amnesty Scheme and awaiting for closure Orders are presented as f0.00 crore as the entire Disputed Tax dues is settled. viii. In our opinion, and according to the information and explanations given to us and on the basis of our examination of the records of the Company, we confrm that we have not come across any transactions not recorded in the books of account which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. ix. a. According to the information and explanations given to us, the Company has not defaulted in repayment of its loans or borrowings or in the payment of interest thereon to any lender.

b. According to the information and explanations given to us including representation received from the management

of the Company, and on the basis of our audit procedures, we report that the Company has not been declared a wilful

defaulter by any bank or financial institution or government or any government authority.

c. In our opinion and according to the information and explanations given to us, money raised by way of term loans

were applied for the purposes for which these were obtained, though idle/surplus funds which were not required for

immediate utilisation have been invested in readily realisable liquid investments.

d. In our opinion and according to the information and explanations given to us, and on an overall examination of the

Standalone Financial Statements of the Company, funds raised by the Company on short term basis have not been

utilised for long term purposes.

e. e Company did not have any joint venture during the year. Further, according to the information and explanations

given to us and on an overall examination of the Standalone Financial Statements of the Company, the Company has

not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary and associate.

f. e Company did not have any joint venture during the year. Further, according to the information and explanations

given to us and as verifed by us, the Company has not raised any loans during the year on the pledge of securities held

in its subsidiary and associate.

x. a. e Company has not raised any money by way of initial public ofer or further public ofer (including debt instruments),

during the year. Accordingly, reporting under clause 3(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 fully or partially

or optionally convertible debentures. Accordingly, Clause 3(x)(b) of the Order is not applicable to the Company.

xi. a. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Standalone

Financial Statements and according to the information and explanations given by the management, we report that no

fraud by the Company and no material fraud on the Company except for misappropriation of assets of the Company by

its employees or by the customers of the Company identifed by the management during the year, involving amounts

aggregating to f 7.82 crores as mentioned in Note 115 of the accompanying Standalone Financial Statements has been

noticed or reported during the year.

b. Report under sub-section (12) of section 143 of the Act has been fled during the year by the predecessor joint auditors in

Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c. According to the information and explanations given to us including the representation made to us by the management

of the Company, no whistle blower complaints were received by the Company during the year.

xii. e Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause

3(xii) of the Order is not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, all transactions entered into by the Company

with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. Further, the details of such

related party transactions have been disclosed in the Standalone Financial Statements, as required under Indian Accounting

Standard (Ind AS) 24, Related Party Disclosures specifed in Companies (Indian Accounting Standards) Rules 2015 as

prescribed under section 133 of the Act.

xiv. a. In our opinion and according to the information and explanations given to us, the Company has an internal audit

system as required under section 138 of the Act which is 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 of our audit report.

xv. According to the information and explanation given to us, the Company has not entered into any non-cash transactions with

its directors or persons connected with them and accordingly, provisions of section 192 of the Act are not applicable to the

Company.

xvi. a. e Company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and such

registration has been obtained by the Company.

b. During the year, the Company has not conducted any Non-Banking Financial activities without a valid Certifcate of

Registration (CoR) from the Reserve Bank of India (RBI) as per the Reserve Bank of India Act, 1934. Further, Company

has not conducted any Housing Finance activities and is not required to obtain CoR for such activities from the RBI.

c. According to the information and explanations given to us, the Company is not a Core Investment Company (CIC) as

defned in the regulations made by the RBI. Accordingly, reporting under clause 3(xvi)(c) of the Order is not applicable

to the Company.

d. Based on the information and explanations given to us and as represented by the management of the Company, the

Group (as defned in Core Investment Companies (Reserve Bank) Directions, 2016) has two CICs which are not

registered with the Reserve Bank of India.

xvii. e Company has not incurred any cash loss in the current as well as the immediately preceding financial year.

xviii. ere has been no resignation of the statutory auditors of the Company during the year.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected

dates of realisation of financial assets and payment of financial liabilities, other information accompanying the Standalone

Financial Statements, our knowledge of the plans of the Board of Directors and management, we are of the opinion that no

material uncertainty exists as on the date of the audit report that Company is 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.

xx. a. ere are no unspent amounts towards Corporate Social Responsibility (CSR) requiring a transfer to a Fund specifed

in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said

Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.

b. According to the information and explanations given to us and based on our examination of the records of the Company,

there is no amount which is remaining unspent under sub-section (5) of Section 135 of the Act pursuant to any ongoing

projects.

xxi. e reporting under clause 3(xxi) is not applicable in respect of audit of Standalone Financial Statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

For M M Nissim & Co LLP	For G. D. Apte & Co
Chartered Accountants	Chartered Accountants
Firm Registration No: 107122W/W100672	Firm Registration No: 100515W
Manish Singhania	Umesh S. Abhyankar
Partner	Partner
Membership No. 155411	Membership No. 113053
UDIN: 25155411BMKXPN3648	UDIN: 25113053BMONJA2976
Mumbai	Mumbai
April 25, 2025	April 25, 2025

ANNEXURE II

TO THE INDEPENDENT AUDITORS REPORT

Annexure II to the Independent Auditors Report of even date to the members of Shriram Finance Limited on the Standalone Financial Statements for the year ended March 31, 2025 Independent Auditors Report on the internal financial controls with reference to the Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the "Act") (Referred to in paragraph 18(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

1. In conjunction with our audit of the Standalone Financial Statements of Shriram Finance Limited (the "Company") as at and for the year ended March 31, 2025, we have audited the internal financial controls with reference to Standalone Financial Statements of the Company as at that date.

Managements Responsibilities for Internal Financial Controls

2. e Companys Management is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to Standalone Financial Statements 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 (the "Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). ese responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating efectively for ensuring the orderly and efcient conduct of the Companys 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 for the Audit of the Internal Financial Controls with Reference to Standalone Financial Statements

3. 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 and Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to Standalone Financial Statements. ose 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 were established and maintained and if such controls operated efectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to these Standalone Financial Statements and their operating efectiveness. Our audit of internal financial controls with reference to Standalone Financial Statements includes obtaining an understanding of such internal financial controls with reference to these Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating efectiveness of internal control based on the assessed risk. e procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to Standalone Financial Statements.

Meaning of Internal Financial Controls with Reference to Standalone Financial Statements

6. A Companys internal financial controls 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 controls with reference to Standalone Financial Statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly refect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material efect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements

7. Because of the inherent limitations of internal financial controls with reference to Standalone 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 Standalone

Financial Statements to future periods are subject to the risk that the internal financial controls with reference to Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, adequate internal financial controls with reference to Standalone Financial Statements and such controls were operating efectively as at March 31, 2025, based on the internal financial controls with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For M M Nissim & Co LLP	For G. D. Apte & Co
Chartered Accountants	Chartered Accountants
Firm Registration No: 107122W/W100672	Firm Registration No: 100515W
Manish Singhania	Umesh S. Abhyankar
Partner	Partner
Membership No. 155411	Membership No. 113053
UDIN: 25155411BMKXPN3648	UDIN: 25113053BMONJA2976
Mumbai	Mumbai
April 25, 2025	April 25, 2025