We have audited the standalone financial statements of Reliance
Capital Limited, which comprise the Standalone Balance Sheet
as at March 31, 2024, the Standalone Statement of Profit and
Loss (including Other Comprehensive Income), the Standalone
Statement of Changes in Equity and Standalone Statement of
Cash Flows for the year then ended, and notes to the Standalone
Financial Statements, including a summary of material accounting
policy information and other explanatory information (“the financial
statements”).

In our opinion and to the best of our information and according to
the explanations given to us, except for the effects of the matters
described in the “Basis for qualified opinion” paragraph of our
report, the aforesaid financial statements give the information
required by Companies Act, 2013 (“the Act”) in the manner
so required and give true and fair view in conformity with the
accounting principle generally accepted in India, of the state of
affairs of the Company as at March 31, 2024, and loss, other
comprehensive loss, changes in equity and its cash flows for the
year ended on that date.

Basis for qualified opinion

a. We draw attention to Note no. 1 to the standalone financial
statements which explains that the amount of the claims
including claims on account of corporate guarantees
invoked, admitted or to be admitted by the Administrator
may differ from the amount reflecting in the books of account
of the Company. Pending implementation of the Approved
Resolution Plan, no adjustments have been made in the
books for the differential amounts, if any, in the claims
admitted as on the date of the financial statements as
compared to the liabilities reflected in the books of account
of the Company, which have not been quantified.

b. We draw attention to Note no. 1 to the standalone
financial statements which explains that in view of pending
implementation of the Approved Resolution Plan, the
Company has provided for interest expense on financial
liabilities which may be applicable on the financial debt only
upto December 06, 2021. Accordingly, interest expense
pertaining to the year ended March 31, 2024 amounting to
Rs.1,60,085 lakhs respectively has not been recognised.

Had such interest been recognised, the loss before tax for
the year ended March 31, 2024 would have been higher
by Rs.1,60,085 lakhs respectively. Further, the aggregate
interest expense not recognized by the Company post
December 6, 2021 is Rs.3,70,007 lakhs and had such
interest been recognized, the net worth of the Company as
at March 31, 2024 would have been lower by Rs.3,70,007
lakhs.

c. We have been informed that certain information, including
the minutes of meetings of the Committee of Creditors
(“COC”) and Monitoring Committee (“MC”) are confidential
in nature and accordingly have not been shared with us. The
Administrator and the management have confirmed that the
CoC and MC discussions held during the year till the date of
approval of the resolution plan do not have any implications
on the standalone financial statements.

We conducted our audit in accordance with the Standards on
Auditing (“the 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 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 (“the 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 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.

Material uncertainty related to going concern

We draw attention to Note no. 1 to the standalone financial
statements which explains that the Company has been admitted
under the CIRP process effective December 06, 2021 and as
stipulated under Section 20 of the IBC, it is incumbent upon the
Administrator to manage the operations of the Company as a
going concern. The Administrator had filed an application before
the NCLT for the approval of resolution plan submitted by IIHL,
which was approved by the NCLT on February 27, 2024 (“the
Approved Resolution Plan”). Accordingly, the standalone financial
statements for the year ended March 31,2024 have been prepared
on going concern basis. However, the Company has defaulted in
repayment of the obligations to the lenders and debenture holders
which is outstanding, has incurred losses during the period as well
as during the previous periods, has reported negative net worth
as at March 31, 2024 and previous periods and as described in
Note no. 15 to the standalone financial statements, the asset
cover for Listed Secured Non-Convertible Debentures of the
Company has fallen below one hundred percent. An application
has also been filed with the NCLT seeking an extension of 90
days from May 27, 2024 for the implementation of the Approved
Resolution Plan. The application was heard on May 22, 2024, and
the next date of hearing in June 06, 2024. These events indicate
that material uncertainty exists, that may cast significant doubt
on the Company's ability to continue as a Going Concern. Our
opinion on the standalone financial statements is not modified in
respect of the above matter.

Emphasis of Matter

a. We draw attention to Note no. 1 of the standalone financial
statements which refers to the valuation of all assets held by
the Company and subsequent measurement of impairment
loss under Ind AS 36, if any, on implementation of the
Approved Resolution Plan.

b. We draw attention to Note no. 40(d) of the standalone
financial statements which refers to the filing under Section
143(12) of the Act of Ministry of Corporate Affairs by one of
the previous Auditors for the financial year 2018-2019. Based
on the facts as described in the aforesaid, the Company has
concluded that there were no matters attracting the said
section and the matter is under consideration by the Ministry
of Corporate affairs.

c. We draw attention to Note no. 40(c) of the standalone
financial statements pertaining to award passed by the
arbitrator on August 19, 2023 in respect invocation of pledge
of equity shareholding of the Company in Nippon Life India
Asset Management Limited by IndusInd Bank Limited on
November 18, 2019.

d. We draw attention to Note no. 40(a) of the standalone
financial statements which refers to the sale of 23,23,69,188
equity shares held by the Company in Reliance Home
Finance Limited (“RHFL”). RHFL has ceased to be an
associate of the Parent Company w.e.f August 09, 2023.

Our opinion is not modified in respect of the above matters.

Key audit matters

Key audit matters are those matters that, in our professional judgement, 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. For each matter below, our
description of how our audit addressed the matter is provided in that context.

Information other than the standalone financial statements
and auditor’s report thereon

The Company's management and the Administrator are
responsible for the preparation of the other information. The other
information comprises the information included in the Annual
Report but does not include the Standalone Financial Statements,
Consolidated Financial Statements and our 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 do not express any form of
assurance conclusion thereon. In connection with our audit of the
standalone financial statements, our responsibility is to read the
other information 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.

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.

Responsibilities of Management and Administrator for the
standalone financial statements

The standalone financial statements of the Company for the
year ended March 31, 2024 have been taken on record by the
Administrator while discharging the powers of the Board of
Directors of the Company which were conferred by the RBI Order
and in accordance with the NCLT Order. For the said purpose, as
explained in Note no. 1 of the standalone financials statements,
the Administrator has relied upon the assistance provided
by the existing staff and present key management personnel
(“KMPs”) and has assumed, without any further assessment, that
information and data provided by the existing staff and present
KMPs are in the conformity with the Act and other applicable laws
and regulations with respect to the preparation of the standalone
financial statements. The standalone financial statements
are the responsibility of the Company's management and the

Administrator under the provisions of Section 45-IE (4) of the
Reserve Bank of India Act, 1934 and has been approved by them
for issuance.

The Company's management and the Administrator are
responsible for the matters stated in section 134(5) of the
Act with respect to the preparation and presentation of these
financial statements that give a true and fair view of the state
of affairs, loss and other comprehensive loss, 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
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 standalone financials statements, management
and the Administrator, 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 Administrator either
intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

The Administrator is also responsible for overseeing the
Company's financial reporting process.

Auditors’ responsibilities for the audit of the standalone
financial statements

Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an 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 aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
standalone financial statements.

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

a. 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.

b. 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 through a
separate report on the complete set of financial statements
on whether the Company has adequate internal financial
controls with reference to financial statements in place and
the operating effectiveness of such controls.

c. Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures in the standalone financial statements made by
the management and the Administrator.

d. Conclude on the appropriateness of the management's and
Administrator'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 appropriateness
of this assumption and on the ability of the Company 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 standalone
financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause the
Company to cease to continue as a going concern.

e. 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.

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 financial year ended March 31,2024 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 (Auditors' Report) Order,
2020 (“the Order”) issued by the Central Government 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.

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,
except wherever stated otherwise;

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

d. Except for the effects of the matters described in the basis for
qualified opinion section the standalone financial statements
comply with the Ind AS specified under Section 133 of the
Act;

e. The matters described in paragraphs “a to c” under “Basis of
Qualified Opinion” section and “Material Uncertainty related
to Going Concern” section of our report, in our opinion, may
have an adverse effect on the functioning of the Company.

f. As explained in the “Introduction” section of our report, the
RBI vide its letter and press release dated November 29,
2021 issued under Section 45-IE(1) of the Reserve Bank
of India Act, 1934, superseded the Board of Directors of
the Company and appointed an Administrator to run the
Company. Hence, we do not comment on whether any
Director is disqualified from being appointed as a Director
under Section 164(2).

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

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, in our opinion and to the best of
our information and according to the explanations given to
us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its Financial
Statements - Refer Note no. 38 to the standalone
financial statements.

ii. The Company has made provisions, as required under
the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts
including derivative contracts. Refer Note no. 47 to the
standalone financial statements.

iii. Other than for dividend amounting to Rs. 35 lakhs
pertaining to financial year 2010-11 to financial year
2015-16 which could not be transferred on account of
pendency of various investor legal cases and Rs. 329
lakhs which were due for transfer as on October 26,
2023 but were not transferred on dues date (which
were subsequently transferred on April 23, 2024), there
has been no delay in transferring amounts required to
be transferred, to the Investor Education and Protection
Fund by the Company.

iv. In respect of Rule 11(e) of the Companies (Audit and
Auditors) Rules, 2014,

a. The Administrator and management has represented
that, to the best of its knowledge and belief, as disclosed
in Note no. 52 of the standalone financial statements,
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. Further, the Administrator and management has
represented, that, to the best of its knowledge and
belief, as disclosed in Note no. 52 of the standalone
financial statements, 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 Beneficiaries”) or provide
any 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 (a)
and (b) above, contain any material misstatement.

v. Based on our examination, which included test checks,
the Company has used accounting softwares for
maintaining its books of account for the financial year
ended March 31,2024 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 softwares. Further, during the course
of our audit we did not come across any instance of the
audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable from April 1,
2023, reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 on preservation
of audit trail as per the statutory requirements for
record retention is not applicable for the financial
year ended March 31,2024.

vi. In our opinion and according to the information
and explanations given to us, the Company has
not declared or paid dividend during the year.

3. The RBI vide its letter and press release dated November
29, 2021 issued under Section 45-IE(1) of the Reserve
Bank of India Act, 1934, superseded the Board of Directors
of the Company and appointed an Administrator to run the
Company. Hence, section 197 of the Act is not applicable.

For Gokhale & Sathe

Chartered Accountants
Firm Regn. No.103264W

Rahul Joglekar

Partner

Membership No.:129389
UDIN: 24129389BKASRG4055

Place: Mumbai

Date: May 30, 2024