We have audited the accompanying standalone financial
statements of Sundaram Finance Holdings Limited
(“the Company”), which comprise the Balance Sheet as at
31st March 2025, the Statement of Profit and Loss (including
Other Comprehensive Income), Statement of Changes in Equity
and 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.

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 Indian
Accounting Standards prescribed under Section 133 of the Act
(Ind AS) and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31,2025,
and 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 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 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 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 standalone 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, and we do not provide
a separate opinion on these matters. We have determined
the matters described below to be the key audit matter to be
communicated in our report.

Information Other than the Standalone 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 Management Discussion
and Analysis; Board’s Report including Annexure and Corporate
Governance Report but does not include the financial statements
and our auditor’s report thereon.

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 financial statements, our
responsibility is to read the other information 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.

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. We have nothing to report in
this regard.

Management’s Responsibility for the Standalone
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. Their 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 statement that give a true and fair
view and are free from material misstatement, whether due to
fraud or error.

In preparing the financial statements, management 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
management either intends to liquidate the Company or to cease
operations, or had no realistic alternative but to do so.

The Board of Directors is 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 l43(3)(i)
of the Act, 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.

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 paragraphs 3 and 4 of the Order, to the extent applicable.

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

i) 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;

ii) 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 except for the
matter stated in the paragraph (viii)(f) below on
reporting under Rule 11(g)

iii) The Balance Sheet, the Statement of Profit and Loss
Account (including Other Comprehensive Income),
Statement of Changes in Equity and the Statement of
Cash Flow dealt with in this report are in agreement
with the books of account.

iv) In our opinion, the financial statements comply with
the Ind AS specified under section 133 of the Act.

v) On the basis of the written representations received
from the directors taken on records by the Board of
Directors, none of the directors is disqualified from
being appointed as a director under sub-section (2)
of section 164 of the Act.

vi) With respect to the adequacy of the internal financial
controls over financial reporting 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 over financial reporting.

vii) With respect to the other matters to be included in the
Auditor’s Report in accordance with the requirements
of section 197(16) of the Act, as amended:

In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its Directors
during the year is in accordance with provisions of
Section 197 of the Act.

viii) With respect to 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 pending litigations
which would impact its financial position Refer
Note 31(c);

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 and belief, other
than as disclosed in the notes to the financial
statements, no funds have been advanced
or loaned or invested (either from share
premium or any other sources or kind of
funds) by the Company or to in any other
persons or entities, including foreign entities
(“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that
the Intermediaries 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
Beneficiary”) or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiary;

(ii) The Management has represented, that, to
the best of its knowledge and belief, other
than as disclosed in the notes to the financial
statements, no funds have been received by the
Company from any person(s) or entity(ies),
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; and