We have audited the accompanying financial
statements of CSL Finance Limited (the "Company"),
which comprise the Balance Sheet as at 31 March,
2025, and 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 the
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 (the ‘Act’) and
the Master Direction - Reserve Bank of India (Non¬
Banking Financial Company - Scale Based Regulation)
Directions, 2023 (‘NBFC Regulations’), 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, 2025 and its Profit (including Other
Comprehensive Loss), its 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
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 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.

KEY AUDIT MATTER

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

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

The Company’s Board of Directors is responsible
for the other information. The other information
comprises the Corporate Governance Report and
Directors’ Report, including annexures, if any, thereon,
(but does not include the financial statements and
our auditor’s report thereon), which 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.

When we read the Corporate Governance Report and
Directors’ Report, including annexures, if any, thereon,
if we conclude that there is a material misstatement
therein, we are required to communicate the matter
to those charged with governance.

RESPONSIBILITIES OF MANAGEMENT AND
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 including
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”)
notified under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules,
2015, and the NBFC Regulations, as amended from
time to time.

This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding 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 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.

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
Companies Act, 2013, we are also responsible for
expressing our opinion on whether the Company
has adequate internal financial controls system
in place and the operating effectiveness of such
controls.

- Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.

- 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.

Materiality is the magnitude of misstatements in
the financial statements that, individually or in
aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i)
planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect
of any identified misstatements in the financial
statements.

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 sub-section
(11) of Section 143 of the Act, we give in the
Annexure-‘A’, a statement on the matters
specified in paragraph 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we

report that:

a. we have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit.

b. in our opinion, proper books of account
as required by law have been kept by
the Company so far as appears from our
examination of those books.

c. the Balance Sheet, the Statement of Profit
and Loss (including Other Comprehensive
Income), Statement of Changes in Equity
and 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 Indian
Accounting Standards ("Ind AS”) notified
under Section 133 of the Act read with the
Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time.

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 31 March,
2025 from being appointed as a director in
terms of Section 164 (2) of the Act.

f. with respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the
operating effectiveness of such controls,
refer to our separate report in Annexure-‘B’.
Our report expresses an unmodified opinion
on the adequacy and operating effectiveness
of the Company’s internal financial controls
with reference to financial statements.

g. in our opinion, the remuneration paid by
the Company to its Director is in accordance
with the provisions of Section 197 read with
Schedule V of the Act; and

h. 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:

i. There are no pending litigations which
may have the impact on Company’s
financial position;

ii. The Company has not entered into any
long-term contracts including derivative
contracts;

iii. There has been no amount, required to
be transferred, to the Investor Education
and Protection Fund by the Company.

iv. (a) The Management has represented

that, to the best of its knowledge
and belief, no funds (which are
material either individually or in the
aggregate) 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 or entity, including foreign
entity ("Intermediaries”), with the
understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in
any manner whatsoever by or on
behalf of the Company ("Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The Management has represented,
that, to the best of its knowledge
and belief, no funds (which are
material either individually or in
the aggregate) have been received
by the Company from any person
or entity, including foreign entity
("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

Benefici a ri es”) or provi d e a ny

guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures
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 sub-clause (i) and (ii) of Rule
11(e), as provided under (a) and
(b) above, contain any material
misstatement.

v. The dividend in respect to previous year,
declared and paid by the Company
during the year, is in accordance with
Section 123 of the Act, as applicable.

vi. Based on our examination, which
included test checks, the Company
has used accounting software for
maintaining its books of account for
the financial year ended March 31,
2025 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 software except in
certain components where the audit
trail were not operating due to system
limitations, as described in Note 77 to
the financial statements. The audit trail
has been preserved by the Company
as per the statutory requirement for
record retention. Further, during the
course of our audit we did not come
across any instance of the audit trail
feature being tampered with.

For S. P. Chopra & Co.

Chartered Accountants
Firm Regn. No. 000346N

(Pawan K. Gupta)

Partner

M. No. 092529

UDIN: 25092529BMNZLF1333

Place: Noida
Dated: 23 May, 2025