Auditor Report of Piramal Finance Ltd.

Mar 31, 2026

Piramal Finance Limited

(formerly known as Piramal Capital & Housing Finance Limited)

Report on the Audit of the Standalone

Financial Statements

OPINION

1. We have audited the accompanying Standalone Financial Statements of Piramal Finance Limited (formerly known as Piramal Capital & Housing Finance Limited) (''the Company''), which comprise the Standalone Balance Sheet as at March 31, 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the Standalone Financial Statements, including material accounting policy information and other explanatory information (''the Standalone Financial Statements'').

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'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and its profit (including other

comprehensive income), its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

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

KEY AUDIT MATTERS

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

5. We have determined the matters described below to be the Key Audit Matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Expected Credit Loss allowance on financial assets carried at

Our audit procedures with respect to this matter included, but

amortised cost

were not limited to, the following:

Refer note 2(iv) for material accounting policy and note 47.4 for financial disclosures in the accompanying standalone financial

• Reviewed the Board / Sustainability and Risk Management Committee ("SRMC") of Board approved expected credit loss

statements.

(ECL) policy and verified the alignment of methodology adopted

In accordance with Ind AS 109 "Financial Instruments", allowance

for computation of ECL provision as per the policies approved.

for loan losses are determined using the expected credit loss (ECL) approach. ECL approach adopted by the Company involves significant management judgement and estimates.

• Considered the Company''s accounting policies for expected credit loss of financial assets and assessed compliance of the policies in terms of Ind AS 109.

The estimation of ECL on financial assets is complex and involves significant management judgement and estimates, including the

• Understood management''s processes, systems and controls implemented in relation to ECL allowance process.

following:

Evaluated the design and tested the operating effectiveness

• Models used to estimate ECL are inherently judgmental with

of key internal financial controls over such process.

high estimation uncertainty which involves determining Probability of Default (PD), Loss Given Default (LGD) and Exposure at Default (EAD).

• Assessed the governance framework over validation and implementation as per approval from Board of Directors.

Key audit matter

How our audit addressed the key audit matter

• Completeness and accuracy of the data from internal and

•

Obtained an understanding of the models adopted by the

external sources used in the models.

Company including the key inputs and assumptions. Since

• 1 nd AS 109 requires the Company to measure ECLs on a

modelling assumptions and parameters are based on historical as well as external data, we assessed whether

forward-looking basis reflecting future economic condition.

the same were relevant and representative of current

Significant management judgement is applied in determining

circumstances.

the economic scenario used and probability weights applied

•

Assessed the critical assumptions and input data used in

to them.

the estimation of expected credit loss for specific key credit

• Estimating management overlay (including additional

risk parameters, such as the classification of loan assets

overlay) for economic uncertainty, forward-looking

into stages as described in the accounting policy, Exposure

information, macro-economic factors and impact of market

at default (EAD), probability of default (PD) or loss given

risk.

default (LGD).

• Qualitative adjustments are made by the management to the

•

On sample basis we tested the completeness and accuracy of the input data used for determining the PD and LGD rates

results obtained from ECL models to address any identified

and agreed the data with the underlying books of accounts

impairment or emerging trends as well as risks not captured

and records.

by models. These adjustments are inherently subjective and significant management judgement is involved in estimating these amounts.

• In respect of purchased or originated credit impaired financial assets, cumulative changes, at the portfolio level, in lifetime expected credit losses since initial recognition are recognised as a loss allowance. Significant management judgement is applied to assess such changes.

•

Evaluated whether the methodology applied by the Company is compliant with the requirements of the relevant accounting standards, Reserve Bank of India''s (''RBI'') master directions relating to Prudential norms on Income Recognition, Asset Classification and Provisioning pertaining to Advances and confirmed that the calculations are performed in accordance with the approved methodology, including mathematical accuracy of the workings.

•

Examined and verified the adjustments to the output of

The disclosures prescribed under Ind AS 107 and RBI directives are

the ECL model by way of overlay/ general provision are

also an area of focus for the management and auditors.

consistent with the documented rationale and basis for such adjustments which has been approved by the SRMC

Considering the significance of ECL to the overall financial

and Audit Committee of the Board of Directors.

statements and the degree of management''s estimates and

•

Assessed the appropriateness and adequacy of the related

judgments involved in this matter that requires significant auditor

presentation and disclosures made in the accompanying

attention, we have considered expected credit loss allowance on

Standalone Financial Statements in accordance with the

financial assets to be a key audit matter.

applicable accounting standards and related RBI circulars and guidelines.

Information Technology (IT) systems and controls impacting

Our audit procedures with respect to this matter included, but

financial reporting

were not limited to, the following:

The IT environment of the Company is complex and involves a

In assessing the controls over the IT systems of the Company, we

number of independent and interdependent IT systems used in

involved our technology specialists to obtain an understanding of the IT environment. IT infrastructure and IT systems.

the operations of the Company for processing and recording a large volume of transactions. As a result, there is a high degree

We

evaluated and tested relevant IT general controls and IT

of reliance and dependency on such IT systems for the financial

application controls of the ''in-scope'' IT systems identified as relevant for our audit of the Standalone Financial Statements and

reporting process of the Company.

financial reporting process of the Company.

Appropriate IT general controls and IT application controls are

On such "in-scope" IT systems, we have tested key IT general

required to ensure that such IT systems are able to process the

controls with respect to the following domains:

data as required, completely, accurately, and consistently for

a.

User access management, which includes user access

reliable financial reporting.

provisioning, de-provisioning, access review, password

We have identified certain key IT systems (''in-scope'' IT systems)

management, sensitive access rights and segregation of duties to ensure that privilege access to applications,

which have an impact on the financial reporting process and the

operating system and databases in the production

related control testing as a key audit matter because of the high

environment were granted only to authorized personnel.

level of automation, significant number of systems being used by

b.

Program change management, which includes controls on

the Company for processing financial transactions, the complexity

moving program changes to production environment as per

of the IT architecture and its impact on the financial records and

defined procedures and relevant segregation of environment.

financial reporting process of the Company.

c.

Other areas that were assessed under the IT control environment included backup management, incident management, batch processing and interfaces.

We also evaluated the design and tested the operating effectiveness of key IT application controls within key business processes, which included testing automated calculations, automated accounting procedures, system interfaces, system reconciliation controls and key system generated reports, as applicable.

Where control deficiencies were identified, we tested compensating controls or performed alternative audit procedures, where necessary.

Key audit matter

How our audit addressed the key audit matter

Recoverability of Deferred Tax Assets

Our audit on recoverability of deferred tax assets included, but

Refer note 2(xii) for material accounting policy information and

was not limited to, the following procedures:

note 10 for financial disclosures in the accompanying Standalone

• Obtained an understanding of the management''s process

Financial Statements.

and evaluated the design and tested the operating effectiveness of internal controls with respect to recognition

As at March 31, 2026, the Company has recognised deferred

and assessment of recoverability of the deferred tax assets;

tax assets of '' 2,135.63 crores on unadjusted tax losses and tax

• Evaluated the appropriateness of the accounting policy

credits.

adopted by the Company in respect of recognition of

The deferred tax assets have been recognised on the basis of

deferred tax assets in accordance with Ind AS 12, Income Tax;

the Company''s assessment of availability of sufficient future

• Assessed the reasonableness of the period of projections

taxable profits to utilise such unadjusted tax losses and tax credits

used in the deferred tax asset recoverability assessment

within the time period allowed under the applicable tax laws,

in accordance with the time period allowed under the

which is based on forecast of business projections, Such financial

applicable tax laws with respect to utilisation of the said tax

projections are inherently subjective and depend on various

losses against future taxable profits;

factors including future market and economic conditions, which

• Obtained the business projections of future taxable profits

involve significant management judgement and estimation. Any

estimated by the management and critically reviewed the

change in aforesaid assumptions could have a material impact on

key assumptions used therein, including future growth

the carrying value of the deferred tax assets.

Owing to the materiality of the balances, complexities and

rates and relevant economic and industry estimates, based on our understanding of the business and market factors;

significant estimates and judgements involved as described

• Traced the financial projections to approved business plans

above, we have considered recoverability of deferred tax assets

and assessed efficacy of management''s process for financial

to be a key audit matter.

projections basis past business performance;

• Tested the arithmetical accuracy of the computation

The above matter is also considered to be fundamental to the

of future taxable profits including assessed the impact

understanding of the users of the financial statements.

of estimation uncertainty basis the sensitivity analysis performed by the management on the projections; and • Assessed the appropriateness and adequacy of the disclosures included in the accompanying financial statements in accordance with the applicable accounting standards.

Determination of fair value / recoverable value for the purpose

Our audit procedures with respect to this matter included, but

of measurement of certain financial assets measured at

were not limited to, the following:

fair value and for the purpose of impairment assessment of

• Understood the process, evaluated the design and testing the

investments in subsidiary, joint venture or associate companies

operating effectiveness of such controls in respect of valuation

measured at cost, investment in Alternative Investment Fund

of investments / impairment assessment / estimation of

(AIF), Security receipts and investment property measured at

recoverable amount by the Company''s management.

cost less impairment:

• Evaluated management''s controls over collation of relevant

Refer to material accounting policy information and note no. 7

information used for determining estimates for valuation

and 12.

The Company''s investments in certain unquoted instruments

and recoverable amount and impairment testing of investments including investment property.

(other than investment in subsidiaries, joint ventures and

• Tested appropriateness of valuation methodology and

associates) are measured at fair value at each reporting date as per

impairment testing by the Company''s Management.

the requirements of Ind AS 109. These fair value measurements

• Reconciled the financial information in the estimates

impact on the Company''s financial performance. Further, certain

relating to fair valuation, recoverable amount and

investments in AIF and security receipts are subjected to RBI

impairment to underlying source details.

Regulations. The Company''s investments in subsidiaries, joint

• Verified the independent valuation reports for unquoted

ventures and associates and investment property are measured at cost less provision for impairment, if any, as per the requirements

investments obtained by the Company''s management.

of Ind AS 27 and Ind AS 40 respectively.

• Tested the reasonableness of management''s estimates considered in such assessment.

The valuation for the purpose of measurement and impairment

• Assessed the competence, capabilities and objectivity of

assessment requires significant judgement due to unavailability

the experts used by management in the process of valuation

of quoted prices and limited liquidity.

models.

The disclosures regarding the Company''s fair value estimation

• Examined and assessed the Company''s application of and

and impairment are key to explaining the key estimation and

compliance with specific regulatory requirements with

judgements including material inputs to the estimated valuation /

respect to investment in AIFs and Security receipts.

recoverable amount figures.

• Assessed the factual accuracy conclusion reached by the management and appropriateness of the disclosures made in the Standalone Financial Statements in respect of investments, and impairment of non-financial assets.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS'' REPORT THEREON

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the Standalone Financial Statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

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

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

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

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

7. 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 and presentation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and

design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the Standalone 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.

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

AUDITORS'' RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

10. 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 Standalone Financial Statements.

11. As part of an audit in accordance with SAs, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. 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.

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 significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these

matters in our auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTER

15. The Standalone Financial Statement includes the audited Standalone Financial Statements for the year ended March 31, 2025 which are after considering the effect of the composite scheme of arrangement (as referred in Note 57 of the accompanying Standalone Financials Statements), which are based on the audited Standalone Financial Statements and those were audited by the then joint statutory auditors of the transferor company and the then joint statutory auditors of the transferee company. The audited figures of the transferor company for these periods have been solely relied upon by us as joint statutory auditors, while giving effect to the composite scheme of arrangement.

Our Opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

16. 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.

17. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

18. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

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, except for the matters stated in the paragraph 18h(viii) below on reporting under

Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

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 specified under section 133 of the Act read with (Companies Accounting Standards) Rules 2015;

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 disqualified as on March 31, 2026 from being appointed as a director in terms of section 164(2) of the Act;

f) The modifications relating to the maintenance of accounts and other matters connected therewith are reported in paragraph 18 (b) above and paragraph 18h(viii) below;

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on March 31, 2026 and the operating effectiveness of such controls, refer to our separate report in Annexure B wherein we have expressed an unmodified opinion; and

h) With respect to the other matters to be included in the Auditors'' Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in note 39(a) to the Standalone Financial Statements, has disclosed the impact of pending litigations on its financial position as at March 31, 2026;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2026. In one instance, transfer of unpaid dividend for financial year 2017-18 aggregating to '' 2.10 crores, pertaining to the transferor Company, which was due on

September 29, 2025, was paid on November 27, 2025. The Company informed us that the delay was due to the fact that the during this period, the Company had made application with the Stock Exchange for its listing of equity shares pursuant to Scheme of Arrangement and the same could have been transferred post listing. (Refer note 58(xiii)).

iv. The management has represented that, to the best of its knowledge and belief, as disclosed in note 58 (vii) to the Standalone Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

v. The management has represented that, to the best of its knowledge and belief, as disclosed in note 58 (viii) to the Standalone Financial Statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

vi. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

vii. As stated in note 23 to the Standalone Financial Statements, the Board of Directors

of the Company has proposed dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend paid during the year by Piramal Enterprises Limited prior to the business combination is in compliance with the provisions of Section 123 of the Act. (Refer note 57 to the Standalone Financial Statements)

viii. Based on our examination which included test checks, except for instances mentioned below, the Company, in respect of financial year ended March 31, 2026, have used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exception given below:

Further, we report that based on our audit procedures and the information and explanations provided to us, the Company has duly maintained and preserved the audit trail, to the extent enabled, in accordance with applicable statutory requirements for record retention except for the

consequential impact of the exception stated below:

Nature of exception noted

Details of Exception

Instances were

The audit trail feature

identified where the

was not enabled at the

audit trail (edit log)

database level for one

functionality was not

accounting software

fully enabled and/or

to log any direct data

retained throughout

changes, used for

the year for certain

maintenance of all

accounting systems,

accounting records by

particularly at the

the Company. The audit

database level for

trail feature in respect

recording direct data

of at database level was

changes.

enabled w.e.f. July 2025.

In case of one software the audit trail is configured at the database level. However, no conclusive data has been received to ensure that Data Definition Language (DDL) and Data Manipulation Language (DML) level logs are configured at the database level.

For Singhi & Co.

Chartered Accountants Firm''s Registration No.: 302049E

Ravi Kapoor

Partner

Membership No.: 040404 UDIN: 26040404RKLSRA1768

Place: Mumbai Date: April 27, 2026

For Lodha & Co. LLP

Chartered Accountants

Firm''s Registration No.: 301051E/E300284

R. P. Baradiya

Partner

Membership No.: 044101 UDIN: 26044101KWEDEI5890

Place: Mumbai Date: April 27, 2026

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

Notifications
Settings
Clear Notifications
Notifications
Use the toggle to switch on notifications
  • Block for 8 hours
  • Block for 12 hours
  • Block for 24 hours
  • Don't block
Gender
Select your Gender
  • Male
  • Female
  • Others
Age
Select your Age Range
  • Under 18
  • 18 to 25
  • 26 to 35
  • 36 to 45
  • 45 to 55
  • 55+