ఆడిటర్ నివేదిక Tata Capital Ltd.

Mar 31, 2026

1. We have audited the accompanying standalone financial statements of Tata Capital 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 standalone financial statements, including material accounting
policy and other explanatory information (hereinafter referred to as the "standalone financial statements").

2. 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 the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules,
2015, as amended ("Ind AS"), the relevant circulars, guidelines and directions issued by the 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,
and its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("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 together with the ethical requirements that are relevant to our audit of the standalone
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 obtained by us is sufficient and appropriate
to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial
statements for the year ended March 31, 2026. 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. We have determined
the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters

How the Key Audit Matters was addressed in our audit

Allowance for Expected Credit Loss ("ECL") on Loan Assets: Total Loans as at March 31, 2026: '' 1,88,847.11 crore ECL Provision as at March 31, 2026: '' 4,372.34 crore (Refer Note 36 to the standalone financial statements) Indian Accounting Standard 109 - Financial Instruments (''IndAS 109'') requires the Company to provide for impairment of its financial assets using the expected credit loss (''ECL'') approach involving an estimation of probability of loss on such financial assets, considering reasonable and supportable information about past events, current conditions and forecasts of future economic conditions which could impact the credit quality of the Company''s financial assets. The estimation of impairment loss allowance on loan assets involves significant judgement and estimates, which are subject to uncertainty, and involves applying appropriate measurement principles in case of loss events. The Expected Credit Loss (ECL) is calculated using the percentage of probability of default (PD), loss given default (LGD) and exposure at default (EAD) for each of the stages of loan portfolio. Significant management judgment and assumptions involved in measuring ECL is required with respect to:

Our audit procedures in respect of this area included, but not limited to: a. Obtained and read Company''s Board approved policies on ECL and evaluated the appropriateness of the Company''s accounting policies for impairment of financial instruments and assessed compliance of the same with Ind AS 109; b. Performed a walkthrough of the impairment loss allowance process, and assessed the design and tested operating effectiveness of the key controls over completeness and accuracy of the key inputs (including loan book as at March 31, 2026) and assumptions considered for calculation, recording and monitoring of the impairment loss recognised. These controls, amongst others, included controls over the staging of the loan portfolio along with passing of journal entries and preparing disclosures;

Key Audit Matters	How the Key Audit Matters was addressed in our audit
• Segmentation of loan book in buckets based on common risk characteristics; • Staging of loans and in particular determining the criteria,	c.	Obtained an understanding of the modelling techniques adopted by the Company including the key inputs and assumptions. Since, modelling assumptions and parameters were based on historical data, we assessed whether historical
which includes qualitative factors for identifying a significant		experience was representative of current circumstances and was
increase in credit risk (i.e. Stage 2) and credit-impaired (i.e.		relevant in view of the recent impairment losses incurred within
Stage - 3);		the portfolios;
• Factoring in future macro-economic and industry specific	d.	Assessed the critical assumptions & input data used by
estimates and forecasts;		the Company for estimating, grouping and staging of loan
• Past experience and forecast data on customer behaviour on		portfolio into various categories and default buckets and their
repayments;		appropriateness for determining the PD and LGD rates;
• Varied statistical modelling techniques to determine	e.	Performed sample testing of the input data used for determining
probability of default, loss given default and exposure		the PD and LGD rates and agreed the data with the underlying
at default basis, the default history of loans, subsequent		books of accounts and records;
recoveries made and other relevant factors using probability-	f.	Tested the arithmetical accuracy of computation of ECL
weighted scenarios.		(expected credit loss) provision determined by the Company;
Considering the significance of the above matter to the financial statements and complex nature of assumptions & judgements exercised by the management and loans forming a major portion of the Company''s assets this matter required significant attention	g.	Tested the completeness of loans included in the ECL calculations as of March 31, 2026 by reconciling such data with the balances as per loan book register;
to test the calculation of expected credit losses, we identified this	h.	Assessed the appropriateness of the disclosures made by the
as a key audit matter for current year audit.		management as per the requirements of Ind AS 109 -''Financial Instruments'' in the standalone financial statements and
	i.	Obtained written representations on whether significant assumptions used in calculation of expected credit losses are reasonable;
Information Technology ("IT") System and Controls
The Company is dependent on its information technology (''IT'')	Our audit procedures in respect of this area included, but not limited
systems due to the significant number of transactions that are	to:
processed daily across such multiple and discrete IT systems. Also, IT application controls are critical to ensure that changes	a.	Involved IT specialists as part of the audit for the purpose of
to applications and underlying data are made in an appropriate		testing the IT general controls and application controls.
manner and under controlled environment. Appropriate controls contribute to mitigating the risk of potential fraud or errors as a result of changes to applications and data. On account of the pervasive use of IT systems across varied different phases of business, the testing with respect to general computer controls of the IT systems used in financial reporting was identified to be	b.	Obtained an understanding of the Company''s IT applications, databases and operating systems relevant to financial reporting and the control environment, including an understanding of the process, mapping of applications and understanding financial risks posed by people-process and technology.
a key audit matter.	c.	Tested design and operating effectiveness of key controls over user access management, change management, program
The Company has a complex IT architecture to support its		development, testing of key controls pertaining to, backup,
day-to-day business operations. High volume of transactions		batch processing, incident management and data centre
is processed and recorded on single or multiple applications. The reliability and security of IT systems plays a key role in the		security.
business operations of the Company. Since large volume of	d.	Performed procedures for a selected group of key controls over
transactions are processed daily, IT controls are required to ensure		financial and reporting system to determine that these controls
that applications process data as expected and that changes are		remained unchanged during the year or were changed following
made in an appropriate manner.		the standard change management process.
Appropriate IT general controls and application controls are	e.	Tested key automated and manual business cycle controls
required to ensure that such IT systems are able to process the		including testing of alternate procedures to assess whether
data, as required, completely, accurately and consistently for		there were any unaddressed IT risks that would materially
reliable financial reporting.		impact the financial statements.

Key Audit Matters

How the Key Audit Matters was addressed in our audit

The Company''s key financial accounting and reporting processes are highly dependent on information systems including automated controls in information systems, such that there exists a risk that, gaps in the IT control environment could result in the financial accounting and reporting records being misstated. We have identified ''IT systems and controls'' as a key audit matter because of the high-level automation, significant number of systems being used by the management and the complexity of the IT architecture and its impact on the financial reporting system.

f. We have perused reports of Information Systems and other technology audits initiated by the Management during the year. We have also obtained written representations wherever considered necessary.

Information Other than the Standalone Financial Statements and Auditor''s Report thereon

5. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in
the Annual Report but does not include the standalone and consolidated financial statements and our audit reports thereon. The other
information is expected to be made available to us after the date of this auditor''s report.

6. Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance
conclusion thereon.

7. 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.

8. When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the
matter to those charged with governance under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

9. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these
standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash
flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards
specified under section 133 of the Act read with Ind AS and the 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 of the
standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

10. In preparing the standalone financial statements, the Board of Directors of the Company 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

11. The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

12. 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 the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

13.1 Identify and assess the risks of material misstatement of the Standalone 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.

13.2 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 standalone financial statements in place and the operating effectiveness of such
controls.

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

13.4 Conclude on the appropriateness of management and Board of Director''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 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.

13.5 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.

14. 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.

15. 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.

16. 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 for the year ended March 31,2026 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

17. 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.

18. 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 it appears from our examination
of those books, except for the matters stated in the paragraph 18(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 (as amended).

(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 books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act read with
Companies (Indian Accounting Standards) Rules, 2015, as amended.

(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 are disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 18(b)
above on reporting under Section 143(3)(b) and paragraph 18(h)(vi) below on reporting under Rule 11(g).

(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" wherein we have expressed an unmodified
opinion.

(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 standalone financial statements - Refer
Note 42 to the standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if
any, on long-term contracts including derivative contracts - Refer Note 45 to the standalone financial statements.

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the
Company during the year ended March 31, 2026.

iv. a. The Management has represented that, to the best of its knowledge and belief, as disclosed in the note 54 to the standalone

financial statements, no funds 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(s) or entity(ies), 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.

b. The Management has represented that, to the best of our knowledge and belief, as disclosed in the note 55 to the standalone
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, 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

c. Based on the audit procedures performed 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)
contain any material mis-statement.

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with
Section 123 of the Act to the extent it applies to payment of dividend.

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.

vi. Based on our examination which included test checks, the Company has used accounting softwares for maintaining its books of
account which have features of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the softwares, except that the audit trail feature was not enabled throughout the year at the database
level (DML logs) to capture log of any direct data changes. Accordingly, we are unable to comment whether audit trail feature has
operated throughout the year for all relevant transactions recorded in the above-mentioned softwares or whether there is any
instance of audit trail feature being tampered with or whether the audit trail of prior year has been preserved by the Company
as per the statutory requirements for record retention prescribed under Rule 11(g) of the Companies (Audit and Auditor''s) Rules,
2014. Further, where enabled, audit trail feature has operated for all relevant transactions recorded in the accounting software.
Also, during the course of our audit, we did not come across any instance of audit trail feature being tampered with in respect
of such accounting software. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory
requirements for record retention to the extent it was enabled and recorded in the respective years.

19. In our opinion, according to information, explanations given to us, the remuneration paid or provided by the Company to its directors is
within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules made thereunder.

For M S K A & Associates LLP For M.P. Chitale & Co.

(Formerly known as M S K A & Associates)

Chartered Accountants Chartered Accountants

ICAI Firm Registration No. 105047W/W101187 ICAI Firm Registration Number: 101851W

Swapnil Kale Murtuza Vajihi

Partner Partner

Membership No.: 117812 Membership No.: 112555

UDIN: 26117812UMFMQJ7636 UDIN: 26112555ILJTBP5925

Mumbai Mumbai

April 23, 2026 April 23, 2026