Auditor Report of Fedbank Financial Services Ltd.

Mar 31, 2025

1. We have audited the accompanying Financial
Statements of Fedbank Financial Services Limited
(''the Company’), which comprise the Balance Sheet
as at 31 March 2025, and the Statement of Profit
And Loss (including Other Comprehensive Income),
Statement of Changes in Equity and Statement of Cash
Flows for the year ended on that date, and notes to the
Financial Statements, including a summary of material
accounting policy information and other explanatory
information (''the Financial Statements’).

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Financial Statements give the information required
by the Companies Act, 2013 (''Act’) in the manner so
required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian

Accounting Standards) Rules, 2015, as amended, (''Ind
AS’) and other accounting principles generally accepted
in India, of the State of Affairs of the Company as at 31
March 2025, and its Profit and Other Comprehensive
Income, Changes in Equity and its Cash Flows for the
year ended on that date.

BASIS FOR OPINION

3. We conducted our audit in accordance with the
Standards on Auditing (''SAs’) specified under section
143(10) of the Act. Our responsibilities under those SAs
are further described in the Auditor’s Responsibilities
for the Audit of the Financial Statements section of
our report. We are independent of the Company in
accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (''ICAI’)
together with the ethical requirements that are relevant
to our audit of the Financial Statements under the
provisions of the Act, and the rules thereunder, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis
for our opinion on the Financial Statements.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Financial Statements of the current year. These matters were addressed in the context of our audit of the Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
1	Provisioning based on Expected Credit Loss model (ECL) under IND AS 109 and testing of Impairment of assets, more particularly the Loan Book of the Company
Refer to the accounting policies in ''Note 2.5 to the Financial Statements: Expected Credit Loss’, ''Note 3.2 to the Financial Statements: Revenue Recognition’ and ''Note 3.6(j) to the Financial Statements: Impairment of Financial Assets and ''Note 44 to the Financial Statements: Risk Management’.
	Subjective estimates: Under Ind AS 109, "Financial Instruments", allowance for loan losses are determined using expected credit loss (''ECL’) estimation model. The Company revised its ECL policy. The revised framework integrates both model-based outcomes and significant management judgement through overlays and exceptions, particularly for those falling under early warning signals. The estimation of ECL on financial instruments involves significant judgement and estimates and therefore increased levels of audit focus in the Company’s estimation of ECLs, which are as under:	Our key audit procedures included: Review of Policy/procedures & design/controls > Reviewed the Board-approved ECL policy and documentation supporting provisioning logic, default assessment and staging methodology, with particular focus on judgemental elements introduced. > Testing key controls relating to selection and implementation of material macro-economic variables and the controls over the scenario selection and application of probability weights. Verified consistency with Board-approved macro scenarios and overlay governance.

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
	• Data inputs - The application of ECL model	>	Assessing the design, implementation and operating
	requires multiple internal and external data		effectiveness of key internal financial controls including
	inputs. This increases the risk of completeness		monitoring process of overdue loans (including those
	and accuracy of the data that has been used to		which became overdue after the reporting date),
	create assumptions in the model.		measurement of provision, stage-wise classification
	• Model estimations - Inherently judgmental models are used to estimate ECL which		of loans, identification of NPA accounts, assessing the reliability of management information.
	involves determining Probabilities of Default	>	Understanding management’s approach, interpretation,
	("PD"), Loss Given Default ("LGD"), and		systems and controls implemented in relation to
	Exposures at Default ("EAD"). The PD and		probability of default and stage-wise bifurcation of
	the LGD are the key drivers of estimation		product-wise portfolios for timely ascertainment of
	complexity in the ECL and as a result are considered the most significant judgmental aspect of the Company’s modelling approach. Management overlays were introduced on certain asset classes where historical data	>	stress and early warning signals. Testing and review of controls over measurement of provisions and disclosures in the Ind AS Financial Statements.
	limitations or forward-looking risk indicators	>	Involvement of Information system resource to obtain
	warranted deviation from model outputs.		comfort over data integrity and process of report
	• Economic scenarios - Ind AS 109 requires the Company to measure ECLs on an unbiased forward-looking basis reflecting a range		generation through interface of various systems. Walk through the processes which involve manual work to ascertain existence of maker-checker controls
	of future economic indicators. Significant	Substantive verification
	management judgement is applied in determining the economic scenarios used and the probability weights applied to them.	>	Sample testing over key inputs, data and assumptions impacting ECL calculations to assess the completeness, accuracy and relevance of data and reasonableness of
	The effect of these matters is that, as part of our risk		economic forecasts, weights, and model assumptions
	assessment, we determined that the impairment		applied.
	of loans and advances to customers, involving estimations and judgements, with a potential range	>	Model calculations testing through selective re¬ performance.
	of reasonable outcomes greater than our materiality for the Ind AS Financial Statements as a whole.	>	Checking data for assessing reasonableness of judgements made in respect of calculation methodologies, segmentation, economic factors, the period of historical loss rates used and the valuation of recovery assets and collateral (including collateral in the form of gold.)
		>	Assessing disclosures - Assessed whether the disclosures on key judgements, assumptions and quantitative data with respect to impairment of loans (including restructuring related disclosures) in the Ind AS Financial Statements are appropriate and sufficient as also aligned to regulatory requirements.

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
2	Information Technology
	IT systems and controls The Company’s financial reporting processes are dependent on technology considering significant number of transactions that are processed daily across multiple and discrete Information Technology (''IT’) systems. The Financial accounting system of the Company is interfaced with several other IT systems including Loan Management & Originating systems and several other systemic workflows. IT general and application controls are critical to ensure that changes to applications and underlying data are made in an appropriate manner. Adequate controls contribute to mitigating the risk of potential fraud or errors as a result of changes to the applications and data. These includes implementation of preventive and detective controls across critical applications and infrastructure. Due to the pervasive nature of role of information technology systems in financial reporting, in our preliminary risk assessment, we planned our audit by assessing the risk of a material misstatement arising from the technology as significant for the audit, hence the Key Audit Matter.	In course of audit, we, inter alia, reviewed user access management, change management, segregation of duties, system reconciliation controls and key financial accounting and reporting systems. We performed a range of audit procedures, which included: > Deployed our internal experts to carry out IT general Controls testing and identifying gaps, if any. > Our other processes include: • Selectively recomputing interest calculations and maturity dates; • Performed substantive procedures where control deficiencies or system limitations were noted, to compensate for any identified risks. • Evaluated the automated controls embedded within key financial applications that impact significant accounts and disclosures, focusing on the design, implementation, and operating effectiveness of these controls. • Testing of the system generated reports and accounting entries manually for core financial reporting matters (i.e. verification around the computer system) • Evaluating the design, implementation and operating effectiveness of the significant accounts-related IT automated controls which are relevant to the accuracy of system calculation, and the consistency of data transmission.

OTHER INFORMATION

5. The Company’s Board of Directors are responsible for
the other information. The other information comprises
the information included in the Company’s annual
report but does not include the Financial Statements
and our auditors’ report thereon. The Other Information
is expected to be made available to us after the date of
this auditor’s report.

6. Our opinion on the Financial Statements does not cover
the other information and we do not express any form
of assurance conclusion thereon.

7. In connection with our audit of the Financial Statements,
our responsibility is to read the other information
identified above when it becomes available and, in
doing so, consider whether the other information is
materially inconsistent with the 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.

8. When we read the Annual Report, if we conclude that
there is a material misstatement therein, we are required
to communicate the matter to those charged with
governance and take appropriate action as applicable
under the relevant laws and regulations.

RESPONSIBILITIES OF MANAGEMENT AND THOSE

CHARGED WITH GOVERNANCE FOR THE FINANCIAL

STATEMENTS

9. The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act, with respect
to the preparation of these Financial Statements that
give a true and fair view of the State of Affairs, profit
and Other Comprehensive Income, Changes in Equity
and Cash Flows of the Company in conformity with
the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended and
other accounting principles generally accepted in
India. This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection of the appropriate
accounting software for ensuring compliance with
applicable laws and regulations including those related
to retention of audit logs; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate
internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation
and presentation of the Financial Statements that
give a true and fair view and are free from material
misstatement, whether due to fraud or error.

10. In preparing the Financial Statements, the Board of
Directors is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using
the going concern basis of accounting unless the Board
of Directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative but
to do so.

11. The Board of Directors is also responsible for overseeing
the Company’s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE

FINANCIAL STATEMENTS

12. Our objectives are to obtain reasonable assurance
about whether the Financial Statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit
conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements

can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic
decisions of users taken on the basis of these Financial
Statements. As part of an audit in accordance with
SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

12.1 .Identify and assess the risks of material
misstatement of the Financial Statements,
whether due to fraud or error, design and perform
audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

12.2.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) the Act, we are also responsible
for expressing our opinion on whether the
Company has adequate internal financial controls
with reference to Financial Statements in place
and the operating effectiveness of such controls.

12.3. Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by the Management.

12.4. Conclude on the appropriateness of the
Management’s use of the going concern basis
of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company’s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related
disclosures in the Financial Statements or, if such
disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report.
However, future events or conditions may cause
the Company to cease to continue as a going
concern.

12.5. 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.

19.2. The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses- Refer
Note XX to the Financial Statements.

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

19.4. The Management has represented, to best of
their knowledge and belief, that 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.

19.5. The Management has represented, to best
of their knowledge and belief, that 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.

19.6. Based on such audit procedures, that have been
considered reasonable and appropriate in the
circumstances, performed by us, nothing has
come to our notice that has caused us to believe
that the representation under para 19.4 and 19.5
contain any material misstatement.

13. 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.

14. 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.

15. From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the Financial
Statements of the current year and are therefore the
key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should
not be communicated in our report because the
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

OTHER MATTERS

16. Attention is drawn to the fact that the audited financial
statements of the Company for the corresponding year
ended 31 March 2024 were audited by predecessor
auditors whose report dated 29 April 2024 expressed
an unmodified opinion on those audited financial
statements. Our opinion is not modified in respect of
these matters.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

17. As required by the Companies (Auditor’s 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 A’ a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

18. As required by Section 143(3) of the Act, we report that:

18.1.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.

18.2.In our opinion, proper books of accounts as
required by law have been kept by the Company

so far as it appears from our examination of those
books except for the matters stated in paragraph
19.8 below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 (as
amended).

18.3. The balance sheet, the statement of profit and
loss including Other Comprehensive Income, the
Statement of Changes in Equity and the Cash
Flow Statement dealt with by this Report are in
agreement with the books of account.

18.4. In our opinion, the aforesaid Financial Statements
comply with the Ind AS specified under Section 133
of the Act read with the relevant rules thereunder.

18.5.On the basis of the written representations
received from the directors as on 31 March 2025
taken on record by the Board of Directors, none of
the directors is disqualified as on 31 March 2025
from being appointed as a director in terms of
Section 164(2) of the Act.

18.6. The modification relating to the maintenance of
books of accounts and other matters connected
therewith are as stated in the paragraph 18.2
above on reporting under Section 143(3)(b) and
paragraph 19.8 below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014.

18.7. With respect to the adequacy of the internal
financial controls with reference to Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in ''Annexure B’.

18.8. In our opinion and according to the information
and explanations given to us, the remuneration
paid by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid
to any director is not in excess of the limit laid
down under Section 197 of the Act.

19. With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion and to the best of our
information and according to the explanations given to
us:

19.1 .The Company has disclosed the impact of pending
litigations as at 31 March 2025 on its financial
position in its Financial Statements - Refer Note
54 to the Financial Statements.

19.7.In our opinion and according to information
and explanation given to us, the Company has
not declared or paid dividend during the year,
accordingly compliance with section 123 of the
Act by the Company is not applicable.

19.8.Based on our examination, the company, has used
accounting software for maintaining its books of
account which has a feature of recording audit trail
(edit log) facility. Further, the audit trail facility has
been operating throughout the year for all relevant
transactions recorded in the accounting software
except for the instances reported below -

1. The Audit trail feature was enabled at
Database level (for changes from backend)
from 10 February 2024, from 16 April 2024
and from 24 May 2024 in case of Core
Accounting Software, Loan Accounting
Software and Gold Loan Accounting Software
respectively.

2. For maintenance of Books of Accounts under
Ind AS (Accounting Framework applicable to
the Company), the feature of maintaining
audit trail (edit log) is not enabled.

Further, where audit trail (edit log) facility was
enabled and operated throughout thereafter, we
did not come across any instance of audit trail
feature being tampered with during the course of
our audit.

For KKC & Associates LLP

Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621

Hasmukh B Dedhia

Partner

ICAI Membership No: 033494
UDIN: 25033494BMJKDM2428

Place: Mumbai
Date: 29 April 2025

---

Mar 31, 2024

We have audited the financial statements of Fedbank Financial Services Limited (the "Company") which comprise the balance sheet as at 31 March 2024, and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("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 31 March 2024, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act.

Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the financial statements.

KEY AUDIT MATTER(S)

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

LOSS ALLOWANCE FOR EXPECTED CREDIT LOSS (ECL) ON LOANS AND ADVANCES

Refer to the accounting policies in "Note 3 to the Financial Statements"

Charge to the Statement of Profit and Loss: Rs 646 Lakhs

Loss allowance for Expected Credit Loss (ECL) as at 31 March 2024: Rs 9,387 Lakhs

The key audit matter

How the matter was addressed in our audit

Subjective estimate Loans represent significant portion of the Company’s assets. Recognition and measurement of loss allowance for ECL on loans and advances involves significant management judgement. Under Ind AS 109, Financial Instruments, loss allowance on loans is determined using ECL model. The Company’s loss allowance is derived from estimates including consideration of the historical default and loss ratios and forward-looking risk variables. The Company exercises judgements in determining the quantum of loss based on a range of other factors. The most significant factors are: • Segmentation of loan book • Determination of exposure at default

In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence: Design / controls • Performed walkthroughs and assessed the design and implementation of controls in respect of the Company’s loss allowance process such as the timely recognition of impairment loss, the completeness and accuracy of reports used in the impairment allowance process and management review processes over the measurement of loss allowance and the related disclosures on credit risk management. • Evaluation of the impairment principles used by management based on the requirements of Ind AS 109, business understanding and industry practice, including an assessment of management’s rationale for rebutting staging principles as per Ind AS 109 for its gold loan portfolio.

The key audit matter	How the matter was addressed in our audit
• Loan staging criteria	• Understanding and testing the processes, systems
• Calculation of probability of default / loss given default	and controls implemented in relation to impairment allowance process.
• Consideration of probability weighted scenarios and	• Testing the controls over ''Governance Framework’ in line
forward looking macro-economic factors	with the RBI guidance and with Company’s laid down policy
The application of ECL model reguires several data inputs,	• Assessing the design and implementation of key internal
including estimation of 12-month ECL for a pool of loans	financial controls over identification, classification, and
and lifetime for other pool of loans. This increases the risk of	measurement of impairment charge, including for loans
completeness and accuracy of the data that has been used to	which were restructured.
create assumptions in the model.	• Testing of key review controls over measurement of loss
Further, basis the nature and characteristics of its gold loan portfolio, the Company has elected to rebut the 90 days past due criteria for classification of an exposure as Stage 3, basis the manner in which the Company subsequently monitors default and potential loss as per its credit risk management policy.	allowances and disclosures in financial statements. • Assessed sufficiency of the disclosures on key judgements, assumptions and quantitative data with respect to loss allowance in the financial statements. Involvement of specialists We involved financial risk modelling specialists for the
The underlying forecasts and assumptions used in the estimates of impairment loss allowance are subject to	following:
uncertainties which are often outside the control of the	• Evaluating the appropriateness of the Company’s Ind AS
Company. Given the size of loan portfolio relative to the	109 impairment methodologies and reasonableness of
balance sheet and the impact of impairment allowance on the	assumptions used.
financial statements, we have considered this as a key audit	Substantive tests
matter.	• Assessing management’s rationale for determination of
Disclosures:	criteria for SICR.
The disclosures regarding the Company’s application of Ind	• Reviewing management’s assessment of rebuttal of 90 days past due norm on classification of exposure
AS 109 are important in explaining the key judgements and material inputs to the Ind AS 109 ECL results.	as Stage 3 in its gold loan portfolio, including reviewing management’s basis of conclusion of not considering a loan as restructured when facilities are rolled over or collaterals are repledged.
	• Tested through independent check, Company’s assessment of restructured pool impacts on segments of its loan portfolio and the resultant loss allowance.
	• Verifying application of accounting principles, validating completeness and accuracy of the data and reasonableness of assumptions used in the model.
	• Test of details over of calculation of loss allowance for assessing the completeness, accuracy, and relevance of data. • For model derived outputs, verifying the calculations through re-computation where practicable.
	• Checking data for assessing reasonableness of judgments made in respect of calculation methodologies, segmentation, economic factors, the period of historical loss rates used and the valuation of recovery assets and collateral (including collateral in the form of gold).
	• Assessing the factual accuracy of the financial statements disclosures made by the Company.

The key audit matter

How the matter was addressed in our audit

The Company’s key financial accounting and reporting processes are highly dependent on information systems including automated controls, such that there exists a risk that gaps in the IT control environment could result in the financial accounting and reporting records being misstated. The Company uses multiple systems for its overall financial reporting process. We have identified ''Information Technology systems’ as key audit matter because of the significant level of automation, the various layers and elements of the IT architecture.

Our audit procedures to assess the IT system management included the following: We involved our IT Specialist to: Understand General IT Controls (GITC) i.e., Access Controls, Program/ System Change, Computer Operations (i.e., Job Processing, Data/System Backup) over key financial accounting and reporting systems and supporting control systems (referred to as in-scope systems). Understand IT infrastructure i.e., operating systems and databases supporting the in-scope systems. Test the General IT Controls for design and operating effectiveness for the audit period over the in-scope systems. Understand IT application controls covering: • user access and roles, segregation of duties; and • reports and system configuration. Test the IT application controls for design and operating effectiveness for the audit period. Test the automated controls supporting financial reporting process to determine whether these controls remained unchanged during the audit period or were changed following the standard change management process. Test the controls over the IT infrastructure covering user access (including privilege users), and system changes; and Enquiry on data security controls in the context of staff working from remote location during the year. Based on procedures performed above, wherever required, we extended our audit procedures over other IT application controls, periodic reconciliations, manual approval processes, tests on identified key changes and additional substantive testing.

OTHER INFORMATION

The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s Annual Report, but does not include the financial statements and auditor’s report(s) thereon. The Company’s Annual Report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

MANAGEMENT''S AND BOARD OF DIRECTORS'' RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements

that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting

from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. 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 except for the matters stated in the paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c. The balance sheet, the statement of profit and loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors between 1 April 2024 to 12 April 2024, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f. The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(A)(b) above on reporting under Section 143(3)(b) and paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

B. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its financial statements - Refer Note 53 to the financial statements.

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

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

d (i) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 56(1) to the financial statements, 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 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.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 56(2) to the financial statements, 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 directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The Company has neither declared nor paid any dividend during the year.

f. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account which, along with access management tool, as applicable, have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares:

• In the absence of an independent auditor’s report in relation to controls at a service organisation for an accounting software used for maintaining the books of account relating to property, plant and equipment, which is operated by a third-party software service provider, we are unable to comment whether audit trail feature for the said software was enabled and operated throughout the year for all relevant transactions recorded in the software.

• In the absence of sufficient and appropriate reporting on compliance with the audit trail requirements in the independent auditor’s report of a service organisation for an accounting software used for maintaining the books of account relating to leases, we are unable to comment whether audit trail

feature for the said software was enabled and operated throughout the year for all relevant transactions recorded in the software.

• In the absence of an independent auditor’s report from 1 January 2024 to 31 March 2024 in relation to controls at a service organisation for an accounting software used for maintaining the books of account relating to payroll records, which is operated by a third-party software service provider, we are unable to comment whether audit trail feature for the said software was enabled and operated from 1 January 2024 to 31 March 2024 for all relevant transactions recorded in the software.

• In case of an accounting software used for maintaining the books of account relating to loans, we are unable to comment whether the feature of recording audit trail (edit log) facility was enabled throughout the year at the application level for certain tables (relating to income on loans).

Further, for the periods where audit trail (edit log) facility was enabled and operated for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with.

C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:

I n our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm’s Registration No.:101248W/W-100022

Ashwin Suvarna

Partner

Place: Mumbai Membership No.: 109503

Date: 29 April 2024 ICAI UDIN:24109503BKCSJV6939

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Mar 31, 2023

Fedbank Financial Services Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Fedbank Financial Services Limited (the "Company") which comprise the balance sheet as at 31 March 2023, and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of 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, the aforesaid financial statements give the information required by the Companies Act, 2013 ("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 31 March 2023, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are

independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matter(s)

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Loss allowance for Expected Credit Loss (ECL) on loans and advances

Refer to the accounting policies in "Note 3 to the Financial Statements"

Charge to the Statement of Profit and Loss: Rs (569) Lakhs

Loss allowance for Expected Credit Loss (ECL) as at 31 March 2023: Rs 10,304 Lakhs

The key audit matter

How the matter was addressed in our audit

Subjective estimate Loans represent significant portion of the Company''s assets. Recognition and measurement of loss allowance for ECL on loans and advances involves significant management judgement. Under Ind AS 109, Financial Instruments, loss allowance on loans is determined using ECL model. The Company''s loss allowance is derived from estimates including consideration of the historical default and loss ratios and forward-looking risk variables. The Company exercises judgements in determining the quantum of loss based on a range of other factors. The most significant factors are: • Segmentation of loan book • Determination of exposure at default

In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence: Design / controls • Performed walkthroughs and assessed the design and implementation of controls in respect of the Company''s loss allowance process such as the timely recognition of impairment loss, the completeness and accuracy of reports used in the impairment allowance process and management review processes over the measurement of loss allowance and the related disclosures on credit risk management. • Evaluation of the impairment principles used by management based on the requirements of Ind AS 109, business understanding and industry practice, including an assessment of management''s rationale for rebutting staging principles as per Ind AS 109 for its gold loan portfolio.

The key audit matter	How the matter was addressed in our audit
• Loan staging criteria	• Understanding and testing the processes, systems
• Calculation of probability of default / loss given default	and controls implemented in relation to impairment allowance process.
• Consideration of probability weighted scenarios and forward looking macro- economic factors	• Evaluating key controls over collation of relevant information used for determining estimates for
• Qualitative adjustments / management overlays -adjustments to the model driven ECL results as overlays are recorded by management to address known impairment model limitations or emerging trends as well as risks not captured by models. As at	management overlays. • Testing the controls over ''Governance Framework'' in line with the RBI guidance and with Company''s laid down policy
31 March 2023, overlays represent approximately Rs 906 lakhs of the ECL provision. These estimates involve management judgement and consider attributes like potential cost of recovery, time period to recover and other	• Assessing the design and implementation of key internal financial controls over identification, classification, and measurement of impairment charge, including for loans which were restructured.
legal and operational matters in settlement and closure of	• Testing of key review controls over measurement of
loans. Further, a consideration towards future changes in	loss allowances and disclosures in financial statements.
key macro- economic variables is also factored.	• Assessed sufficiency of the disclosures on key
The application of ECL model requires several data inputs,	judgements, assumptions and quantitative data with
including estimation of 12-month ECL for a pool of loans	respect to loss allowance in the financial statements.
and lifetime for other pool of loans. This increases the risk of completeness and accuracy of the data that has been used to create assumptions in the model.	Involvement of specialists We involved financial risk modelling specialists for the following:
Further, basis the nature and characteristics of its gold loan portfolio, the Company has elected to rebut the 90 days past due criteria for classification of an exposure as Stage 3, basis the manner in which the Company subsequently	• Evaluating the appropriateness of the Company''s Ind AS 109 impairment methodologies and reasonableness of assumptions used (including those used for management overlays).
monitors default and potential loss as per its credit risk	Substantive tests
management policy.	• Assessing management''s rationale for determination
The underlying forecasts and assumptions used in the estimates of impairment loss allowance are subject to uncertainties which are often outside the control of the Company. Given the size of loan portfolio relative to the balance sheet and the impact of impairment allowance on the financial statements, we have considered this as a key audit matter.	of criteria for SICR. • Reviewing management''s assessment of rebuttal of 90 days past due norm on classification of exposure as Stage 3 in its gold loan portfolio, including reviewing management''s basis of conclusion of not considering a loan as restructured when facilities are rolled over or collaterals are repledged.
Disclosures:	• Assessing the changes made in macroeconomic
The disclosures regarding the Company''s application of Ind	factors and management overlays to calibrate the risks
AS 109 are important in explaining the key judgements and	that are not yet fully captured by the existing model.
material inputs to the Ind AS 109 ECL results.	• Tested through independent check, Company''s assessment of restructured pool impacts on segments of its loan portfolio and the resultant loss allowance.
	• Verifying application of accounting principles, validating completeness and accuracy of the data and reasonableness of assumptions used in the model.

The key audit matter	How the matter was addressed in our audit
	• Test of details over of calculation of loss allowance for assessing the completeness, accuracy, and relevance of data. • For model derived outputs, verifying the calculations through re-computation where practicable. • Checking data for assessing reasonableness of judgments made in respect of calculation methodologies, segmentation, economic factors, the period of historical loss rates used and the valuation of recovery assets and collateral (including collateral in the form of gold). • Assessing the factual accuracy of the financial statements disclosures made by the Company.
Information Technology (IT) systems and controls
The key audit matter	How the matter was addressed in our audit
The Company''s key financial accounting and reporting processes are highly dependent on information systems including automated controls, such that there exists a risk that gaps in the IT control environment could result in the financial accounting and reporting records being misstated. The Company uses multiple systems for its overall financial reporting process. We have identified ''Information Technology systems'' as key audit matter because of the significant level of automation, the various layers and elements of the IT architecture and the risks associated with remote access of key applications by staff during the year.	Our audit procedures to assess the IT system management included the following: We involved our IT Specialist to: Understand General IT Controls (GITC) i.e., Access Controls, Program/ System Change, Computer Operations (i.e., Job Processing, Data/System Backup) over key financial accounting and reporting systems and supporting control systems (referred to as in-scope systems). Understand IT infrastructure i.e., operating systems and databases supporting the in-scope systems. Test the General IT Controls for design and operating effectiveness for the audit period over the in-scope systems. Understand IT application controls covering: • user access and roles, segregation of duties; and • reports and system configuration. Test the IT application controls for design and operating effectiveness for the audit period. Test the automated controls supporting financial reporting process to determine whether these controls remained unchanged during the audit period or were changed following the standard change management process. Test the controls over the IT infrastructure covering user access (including privilege users), and system changes; and Enquiry on data security controls in the context of staff working from remote location during the year. Based on procedures performed above, wherever required, we extended our audit procedures over other IT application controls, periodic reconciliations, manual approval processes, tests on identified key changes and additional substantive testing.

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s Annual Report, but does not include the financial statements and auditor''s report(s) thereon. The Company''s Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

Management''s and Board of Directors'' Responsibilities for the Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. 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 other comprehensive income), the statement of changes in equity and the statement of cash flows dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors between 31 March 2023 till 26 May 2023, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

B. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its financial statements - Refer Note 54 to the financial statements.

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

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

d. (i) The management has represented that,

to the best of its knowledge and belief, as disclosed in the Note 57(1) to the financial statements, 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 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.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 57(2) to the financial statements, 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 directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing

has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The Company has neither declared nor paid any dividend during the year.

f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

Place: Mumbai Date: 26 May 2023

C. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No.:101248W/W-100022

sd/-

Ashwin Suvarna

Partner

Membership No.: 109503 ICAI UDIN:23109503BGXUPF8023