To the Members of Cholamandalam Financial Holdings Limited

Opinion

We have audited the accompanying standalone financial statements of CholamandalamFinancial Holdings Limited ("the Company") which comprise the Balance Sheetas at 31 March 2022 and the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Cash Flows and the Statement of Changes in Equity for the yearthen ended and notes to the standalone financial statements including a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "the standalone financial statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with Companies (Indian Accounting Standards)Rules 2015 as amended ("Ind AS") and other accounting principles generallyaccepted in India of the state of affairs of the Company as at 31 March 2022 and itsprofit and total comprehensive income its cash flows and changes in equity for theyear ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing ("Standards" or "SAs")specified under section 143(10) of the Act. Our responsibilities under those Standards arefurther described in the ‘Auditor?s Responsibilities for the Audit of theStandalone Financial Statements? section of our report.

We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India ("ICAI") together withthe ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI?s Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion on the standalone financialstatements.

Key Audit Matters

We have determined that there are no key audit matters to communicatein our report.

Information other than the standalone financial statements andAuditor?s Report thereon

The Board of Directors of the Company is responsible for thepreparation of the other information. The other information comprises the informationincluded in the Management Discussion and Analysis Board?s Report and Annexures toBoard?s Report including the report on Corporate Governance but does not include thestandalone financial statements and our report thereon. Our opinion on the standalonefinancial statements does not cover the other information and we do not express any formof assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated. If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance forthe standalone financial statements

The Board of Directors of the Company is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance including other comprehensive income cash flows and changes in equity of theCompany in accordance with the Ind AS and other accounting principles generally acceptedin India. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgements and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of accounting records relevant to the preparation and presentation of thestandalone financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud and error.

In preparing the standalone financial statements the management of theCompany is responsible for assessing the Company?s ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany?s financial reporting process.

Auditor?s Responsibility for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance whether thestandalone financial statements as a whole are free from material misstatement whetherdue 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 auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

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

• identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control;

• obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls over financial reporting andthe operating effectiveness of such controls;

• evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management;

• conclude on the appropriateness of management?s use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company?s ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor?sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor?s report. However future events orconditions may cause the Company to cease to continue as a going concern;

• evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (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 standalone financialstatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards. From the matterscommunicated with those charged with governance we determine those matters that were ofmost significance in the audit of the standalone financial statements of the currentperiod and are therefore the key audit matters. We describe these matters in ourauditor?s report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Other Matter

The comparative standalone financial statements of the Companypresented in the standalone financial statements are for the year ended 31 March 2021which was audited by the predecessor auditor who had issued unmodified audit report dated14 May 2021. Our opinion is not modified in respect of this matter.

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 section143(11) of the Act we give in Annexure ‘A? to this report a statement on thematters specified in para 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) in our opinion proper books of accounts as required by law havebeen 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 othercomprehensive income the Statement of Cash Flows and Statement of Changes in Equity dealtwith by this report are in agreement with the books of account;

(d) in our opinion the aforesaid standalone financial statementscomply with the Indian Accounting Standards prescribed under section 133 of the Act readwith Companies (Indian Accounting Standards) Rules 2015 as amended;

(e) on the basis of the written representations received from thedirectors as on 31 March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on

31 March 2022 from being appointed as a director in terms of section164(2) of the Act;

(f) with respect to the adequacy of internal financial controls overfinancial reporting of the Company and the operative effectiveness of such controls referto our separate Report in "Annexure B". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company?s internalfinancial controls over financial reporting.

(g) with respect to other matters to be included in the Auditor?sReport in accordance with the requirements of section 197(16) of the Act as amended inour opinion and to the best of our information and according to the explanations given tous the remuneration paid by the Company to its directors during the year is in accordancewith the provisions of section 197 of the Act.

(h) with respect to the other matters to be included in theAuditor?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 accordingto the explanations given to us:

i. the Company as detailed in Note 25 to the standalone financialstatements has disclosed the impact of pending litigations on its financial position;

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

iii. there were no amounts due which were required to be transferred tothe Investor Education and Protection Fund by the Company.

iv. a) the management has represented that to the best of itsknowledge and belief no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entity ("Intermediaries") with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries;

b) the management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person or entity including foreign entity("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries;

c) based on the audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedunder (a) and (b) above contain any material misstatement.

v. as stated in in Note 13.8 to the standalone financial statementsthe dividend declared and paid by the Company during the year is in accordance withSection 123 of the Act.

Annexure A to the Independent Auditor?s Report

With reference to paragraph 1 under ‘Report on Other Legal andRegulatory Requirements? section of our report to the members of CholamandalamFinancial Holdings Limited ("the Company") of even date we report thefollowing:

(i) a) (A) The Company does not have any property plant and equipmentand accordingly the reporting under clause 3(i)(a)(A) of the Order are not applicable tothe Company.

(B) The Company has maintained proper records showing full particularsof intangible assets.

b) The Company does not have any property plant and equipment andaccordingly the reporting under clause 3(i)- (b) (c) and (d) of the Order is notapplicable to the Company.

e) According to the information and explanation given to us noproceedings have been initiated during the year or are pending against the Company as at31 March 2022 for holding any benami property under the Benami Transactions (Prohibition)Act 1988 (as amended in 2016) and rules made thereunder.

(ii) a) The Company does not have any inventory and hence reportingunder clause 3(ii)(a) of the Order is not applicable.

b) The Company has not been sanctioned working capital limits in excessof Rs5 crore in aggregate at any points of time during the year from banks or financialinstitutions on the basis of security of current assets and hence reporting under clause3(ii)(b) of the Order is not applicable.

(iii) Based on our audit procedures and according to the informationand explanation given to us the Company has not made investments in provided anyguarantee or security or granted any loans or advances in the nature of loans secured orunsecured to companies firms Limited Liability Partnerships or any other parties.Accordingly reporting on paragraph 3(iii) of the Order is not applicable.

(iv) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to Companies firms LimitedLiability Partnerships or other parties covered in the register maintained under Section189 of the Companies Act 2013. Accordingly reporting on paragraph 3(iv) of the Order arenot applicable.

(v) According to the information and explanations given to us theCompany has not accepted any deposits from public during the year and does not have anyunclaimed deposits as at 31 March 2022 and hence reporting on paragraph 3(v) of the Orderis not applicable.

(vi) The maintenance of cost records has not been specified by theCentral Government under subsection (1) of section 148 of the Companies Act 2013 for thebusiness activities carried out by the Company. Hence reporting on paragraph 3 (vi) ofthe Order is not applicable to the Company.

(vii) (a) According to the information and explanations given to us andthe records of the Company examined by us in our opinion the Company has been generallyregular in depositing undisputed statutory dues including provident fund income-taxgoods and service tax cess and other material statutory dues applicable to the Companyduring the year with appropriate authorities. According to the information andexplanations given to us there were no undisputed amounts payable in respect of providentfund income-tax goods and service tax cess or other material statutory dues outstandingas at 31 March 2022 for a period of more than six months from the date they became payable

b) according to the information and explanations given to us and therecords of the Company examined by us the particulars of income tax as at 31 March 2022which have not been deposited with statutory authorities on account of a dispute pendingare as under:

(viii) Based on our audit procedures and as per the information andexplanations given by the management no amount has been surrendered or disclosed asincome during the year in the tax assessments under the Income Tax Act 1961. Accordinglyreporting on paragraph 3(viii) of the order is not applicable.

(ix) a) According to the records of the Company examined by us and theinformation and explanations given to us the Company has not defaulted in the repaymentof loans or borrowings to any financial institution or bank or government or dues todebenture holders during the year.

b) The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.

c) The Company has not taken any term loan during the year and thereare no outstanding term loans at the beginning of the year and hence reporting onparagraph 3(ix)(c) of the Order is not applicable.

d) The Company has not taken any short-term loans during the year andthere are no outstanding loans at the beginning of the year and hence reporting onparagraph 3(ix)(d) of the Order is not applicable.

e) On an overall examination of the financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries hence reporting on paragraph 3(ix) (e) of theOrder is not applicable .

f) The Company has not raised any loans during the year and hencereporting on paragraph 3(ix)(f) of the Order is not applicable.

(x) a) The Company has not raised moneys by way of initial public offeror further public offer (including debt instruments) during the year and hence reportingon paragraph 3(x)(a) of the Order is not applicable.

b) During the year the Company has not made any preferential allotmentor private placement of shares or convertible debentures (fully or partly or optionally)and hence reporting on paragraph 3(x)(b) of the Order is not applicable.

(xi) a) To the best of our knowledge and according to the informationand explanations given to us no fraud by the Company and no material fraud on the Companyby its officers or employees has been noticed or reported during the year.

b) During the year no report under sub-section (12) of section 143 ofthe Companies Act was required to be filed by the auditors in Form ADT-4 as prescribedunder rule 13 of Companies (Audit and Auditors) Rules 2014 with the Central Government.

c) According to the information and explanation given to us no whistleblower complaints were received by the Company during the year. (xii) The Company is not aNidhi Company. Accordingly reporting on paragraph 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us the Company is in compliance with sections 177 and 188 of the Act whereapplicable for all transactions with related parties undertaken during the year and thedetails of such related party transactions have been disclosed in the financial statementsas required by the applicable accounting standards.

(xiv) a) In our opinion the Company has an adequate internal auditsystem commensurate with the size and the nature of its business.

b) We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date in determining the naturetiming and extent of our audit procedures.

(xv) According to the information and explanations given to us theCompany has not entered into any non-cash transactions with directors or persons connectedwith the directors during the year. Accordingly reporting on paragraph 3(xv) of the Orderis not applicable.

(xvi) a) According to the information and explanation given to us wereport that the Company has been registered as required under Section 45-IA of theReserve Bank of India Act 1934.

b) According to the information and explanation given to us we reportthat the Company has not conducted any non-banking financial or housing financeactivities.

c) According to the information and explanation given to us we reportthat the Company is a Core Investment Company (CIC) as defined in the regulations made bythe Reserve Bank of India and continues to fulfil the criteria of a CIC.

d) According to the information and explanations given to us by themanagement of the Company the Group has one more CIC as part of the Group.

(xvii) The Company has not incurred cash losses during the currentfinancial year and the immediately preceding financial year.

(xviii) During the year consequent to the issuance of the Circular No.DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27 2021 by the RBI the predecessorauditors resigned as they had completed three continuous years as statutory auditors ofthe Company. The predecessor statutory auditors have confirmed to us that they were notaware of reasons as to why we should not accept the statutory audit engagements of theCompany.

(xix) On the basis of the financial ratios ageing and expected datesof realisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andmanagement plans and based on our examination of the evidence supporting the assumptionsnothing has come to our attention which causes us to believe that any materialuncertainty exists as on the date of the audit report indicating that Company is notcapable of meeting its liabilities existing at the date of balance sheet as and when theyfall due within a period of one year from the balance sheet date. We however state thatthis is not an assurance as to the future viability of the Company. We further state thatour reporting is based on the facts up to the date of the audit report and we neither giveany guarantee nor any assurance that all liabilities falling due within a period of oneyear from the balance sheet date will get discharged by the Company as and when they falldue.

(xx) a) There are no unspent amounts towards Corporate SocialResponsibility (CSR) on other than ongoing projects requiring a transfer to a Fundspecified in Schedule VII to the Companies Act in compliance with second proviso tosub-section (5) of Section 135 of the said Act. Accordingly reporting on paragraph3(xx)(a) of the Order is not applicable.

(b) There are no unspent amounts towards Corporate SocialResponsibility (CSR) pursuant to any ongoing project and hence transferring unspentamount to a special account in compliance with provisions of sub-section 6 of Section 135of the Act is not applicable to Company. Accordingly reporting on paragraph 3(xx)(b) ofthe Order is not applicable.

(xxi) Reporting on paragraph 3 (xxi) is not applicable to thestandalone financial statements.

Annexure B to the Independent Auditor?s Report

(Referred to in paragraph 2(f) under ‘Report on Other Legal andRegulatory Requirements? section of our report to the Members of CholamandalamFinancial Holdings Limited of even date)

Independent Auditors? Report on the Internal Financial Controlsover financial reporting under clause (i) of sub-section 3 of section 143 of the CompaniesAct 2013 (‘the Act?)

We have audited the internal financial controls over financialreporting of Cholamandalam Financial Holdings Limited ("the Company") as of 31March 2022 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

Management?s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting ("the Guidance Note") issued by the Institute of CharteredAccountants of India ("ICAI"). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to company?s policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act.

Auditors? Responsibility

Our responsibility is to express an opinion on the Company?sinternal financial controls over financial reporting based on our audit. Our audit isconducted in accordance with the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting (the "Guidance Note") issued by the ICAI and theStandards on Auditing prescribed under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects. Our audit involves performing procedures to obtainaudit evidence about the adequacy of the internal financial controls system over financialreporting and their operating effectiveness. Our audit of internal financial controls overfinancial reporting included obtaining an understanding of internal financial controlsover financial reporting assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor?s judgement includingthe assessment of the risks of material misstatement of the standalone financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company?s internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company?s internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of the standalone financial statements for external purposesin accordance with generally accepted accounting principles. A company?s internalfinancial control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation ofstandalone financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the company?s assets that could have a material effect on thestandalone financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as of

31 March 2022 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.