We have audited the accompanying financial
statements of CSL Finance Limited (“the Company”),
which comprise the Balance Sheet as at March 31,
2026, the Statement of Profit and Loss (including
Other Comprehensive Income), the Statement
of Changes in Equity and the Statement of Cash
Flows for the year then ended, and notes to the
financial statements, including a summary of material
accounting policies and other explanatory information
(hereinafter referred to as “the financial statements”).

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 (“the 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”), the circulars, guidelines and
directions issued by Reserve Bank of India (“RBI”) from
time to time (“RBI Guidelines”) and other accounting

principles generally accepted in India, of the state of
affairs of the Company as at March 31,2026, the Profit
and total comprehensive income, changes in equity
and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the financial statements
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 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 made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the ICAI's 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

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, we do not provide a separate opinion on these
matters. We have determined the matters described below to be the key audit matters to be communicated in
our report w.r.t the Company:

OTHER MATTERS

The financial statements of the Company for the
year ended March 31, 2025, have been audited by
the predecessor auditor who have expressed an
unmodified opinion dated May 23, 2025, on such
financial statements.

Our opinion is not modified in respect of this matter.

INFORMATION OTHER THAN THE FINANCIAL
STATEMENTS AND AUDITOR'S REPORT
THEREON

The Company's Board of Directors is responsible for
the preparation of the other information. The other
information comprises the information included in
the annual report, but does not include the financial
statements and our auditor's report thereon. The
Board's 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 do 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 when
it become available and, in doing so, consider whether
the other information is materially inconsistent with
the financial statements or our knowledge obtained
during the course of our audit or otherwise appears to
be materially misstated.

When we read the Board's Report, if we conclude
that, there is a material misstatement therein, we are
required to communicate the matter to those charged
with governance.

RESPONSIBILITY OF MANAGEMENT &
THOSE CHARGED WITH GOVERNANCE FOR
THE FINANCIAL STATEMENTS

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
financial position, financial performance, total
comprehensive income, changes in equity and cash
flows of the Company in accordance with the Ind-AS
and other accounting principles generally accepted
in India and RBI guidelines. This responsibility also
includes maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other
irregularities; selection and application of appropriate
accounting policies; making judgments and estimates
that are reasonable and prudent; and 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 ofthe 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 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 Board of
Directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative but
to do so.

Those Board of Directors are 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 management.

• Conclude on the appropriateness of
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.

• 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
standalone financial statements of the current period
and 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.

REPORTON OTHER LEGALAND 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 sub¬
section (11) of section 143 of the Act, we give in
“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,
based on our audit 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 relevant books
of account.

d) In our opinion, the aforesaid financial
statements comply with the Ind-AS
specified under Section 133 of the Act,
read with Rule 7 of the Companies
(Accounts) Rules, 2014.

e) On the basis of the written
representations received from the
directors as on March 31,2026 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) 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”.

2. 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 on its financial
position in its financial statements [refer
note no. 41].

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
& belief, the Company has not
advanced, loaned or invested any
funds (either from borrowed funds
or share premium or any other
sources or kind of funds) in any
other persons or entities, 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
& belief, the Company has not
received any funds from any
persons or entities 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.

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

e) i. The final dividend proposed in the
previous year, declared and paid
by the Company during the year is
in compliance with section 123 of
the Act to the extent it applies to
payment of dividend.

ii. As stated in note 46 to the financial
statements, the Board of Directors
of the Company have proposed
final dividend for the year which
is subject to the approval of the
members at the ensuing Annual
General Meeting. The dividend
declared is in accordance with
section 123 of the Act to the extent
it applies to declaration of dividend.

f) Based on our examination which
included test checks, the Company
has used an accounting software for
maintaining its books of account which
has 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
software. Further, during the course
of our audit we did not come across
any instance of audit trail feature being
tampered with and the audit trail has
been preserved by the Company as
per statutory requirements for record
retention.

For S.R. Dinodia & Co. LLP

Chartered Accountants

Firm Registration Number: 001478N/N500005

(Sandeep Dinodia)

Partner

Membership Number: 083689
UDIN: 26083689KPZUNM2347

Place of Signature: New Delhi
Date: May 26, 2026