Sunteck Realty Ltd Auditor Reports

To the Members of Sunteck Realty Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

1. We have audited the accompanying standalone financial statements of Sunteck Realty Limited (the Company), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors as referred to in paragraph 18 below, 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 (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors 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 (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 Code of Ethics. We believe that the audit evidence we have obtained together with the audit evidence obtained by the other auditor, in terms of their reports referred to in paragraph 18 of the other matter section below is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters

4. We draw attention to Note 58 to the accompanying standalone financial statements, which describes the uncertainties relating to recoverability of 1,402.73 lakhs as at 31 March 2024, from a partnership firm (firm), included in other non-current financial assets, in which the Company was associated as a partner till 6 October 2020. On account of certain disputes with the other partner of the firm, the Company had initiated arbitration proceedings against the other partner which was decided in favour of the Company on 4 May 2018 but has been challenged by the other partner before the Honble Bombay High Court. Further, as described in the said note, the financial statements of the firm are not available with the Company and therefore, the Companys share of profit/(loss) for the period from 2015 till 6 October 2020 has not been accounted by the management for preparation of the accompanying Statement, however the management is of the view that the impact of such share of profit/(loss) would not be material to the accompanying Statement since there were no operations in the firm during the aforesaid period. Basis the favourable arbitration award and the legal opinion obtained, the management believes that the aforesaid balances are fully recoverable and hence, no provision for impairment is required to be recognised in respect of such balances as at 31 March 2024.

5. We draw attention to Note 63 to the accompanying standalone financial statements, which describes that pursuant to the scheme of amalgamation (the Scheme) between the Company and its erstwhile wholly owned subsidiaries, namely Skystar Buildcon Private Limited, Advaith Infraprojects Private Limited, Shivay Brokers Private Limited and Magnate Industries Private Limited (previously known as Magnate Industries LLP) (together known as "Transferor Companies"), as approved by the Honble National Company Tribunal vide its order dated 10 May 2024, the business of the Transferor Companies has been transferred to and merged with the Company and accounted for in accordance with the approved Scheme and Appendix C to Ind 103, Business Combinations, applicable to common control business combination. Accordingly, the comparative financial information for

the previous year presented in the accompanying standalone financial statements has been restated from the beginning of the preceding period, being 1 April 2022.

Our opinion is not modified in respect of above matters.

Key Audit Matters

6. Key audit matters are those matters that, in our professional judgment, 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

Key audit matters	How our audit addressed the key audit matters
(i) Revenue recognition for real estate development contracts
Refer Notes 2(c)(i), (ii) and 29 to the standalone financial statements for accounting policy and related disclosures.	Our audit procedures on revenue recognised from real estate development contracts included, but were not limited to the following:
As per the principles of Ind AS 115 Revenue from Contracts with Customers (Ind AS 115), revenue from sale of residential/ commercial properties is recognized when the performance obligations are essentially complete and it is probable that the economic benefits will flow to the Company.	• Evaluated the appropriateness of the Companys accounting policy on revenue recognition from real estate development contracts in accordance with Ind AS 115;
Revenue from real-estate contracts for certain projects is recognised over a period of time on the basis of stage of completion of the contracts (using percentage of completion method), if the necessary conditions/obligations as mentioned in the Ind AS 115 are satisfied, in all other cases, revenue is recognized at the point in time when the control over the property has been transferred (i.e upon possession/ deemed possession) to the buyer.	• Obtained an understanding of revenue recognition process and evaluated the design and tested the operating effectiveness of key controls over the recognition of revenue and determination of fair value of estimated construction service under JDAs, completeness and accuracy of cost and revenue reports generated from the system;
Significant level of judgement is required in identifying contract obligations and whether these obligations are satisfied over a period of time or at the point in time. Further, for determining revenue using percentage of completion method (input method), budgeted project cost is a critical estimate, which is subject to inherent uncertainty as it requires ascertainment of progress of the project, cost incurred till date and balance cost to be incurred to complete the project.	• Inspected, on a sample basis, the underlying customer contracts, handover documents, possession / deemed possession letters to understand the contractual terms whereby ownership rights and control will be transferred to the unitholders and assessed appropriateness of managements evaluation of determining revenue recognition from sale of real estate property at a point in time or over the period of time in accordance with the requirements under Ind AS 115;
For revenue contracts forming part of joint development arrangements (JDA) that are not jointly controlled operations, the revenue from the development and transfer of constructed area with corresponding land/ development rights received by the Company is measured at the fair value of the estimated construction service rendered by the Company to the landowner under JDA. Such revenue is recognised over a period of time in accordance with the requirements of Ind AS 115.	• Reviewed the managements budgeting system and process of calculating the cost to be incurred for completing the remaining performance obligations, which has been reviewed periodically and approved by appropriate levels of management;
Considering the significance of management judgement and estimates involved as mentioned above, and the materiality of amounts involved, revenue recognition was identified as a key audit matter for the current year audit.	• On a sample basis, tested cost incurred and accrued to date by examining underlying invoices and other supporting documents;
	• Obtained the signed budgets for the current year from the management and compared with the signed budgets of the previous year to identify the significant variations and verify whether those variations have been considered in estimating the remaining costs to complete the project;
	• Verified the collection from customers for the units sold from the statement of accounts on a sample basis to ensure receipt of substantial sales consideration;
	• Tested unusual non-standard journal entries impacting revenue recorded during the year based on certain risk-based criteria;
	• For projects executed during the year in accordance with JDAs, we have performed the following additional procedures on a sample basis:
	• Obtained and examined the computation of the fair value of the construction service under JDA with reference to project cost estimates and mark up considered by the management;
	• Obtained the JDA entered into by the Company and compared the ratio of constructed area share arrangement between the Company and the landowner as mentioned in the agreement to the computation sheet prepared by the management;
	• Tested the computation for recognition of revenue over a period of time for revenue contracts forming part of JDA and managements assessment of stage of completion of projects and project cost estimates.
	• Assessed the adequacy and appropriateness of disclosures included in financial statements, in accordance with applicable accounting standards.
(ii) Assessing the recoverability of carrying value of Inventories
Refer Notes 2(g) and 11 to the standalone financial statements for accounting policy and related disclosures.	Our audit procedures in assessing the recoverability of carrying value of inventories included, but were not limited to, the following;
As at 31 March 2024, inventory of the Company comprise of finished properties of 28,211.73 lakhs, land and development rights of 2,196.67 lakhs and construction work in progress of 33,889.82 lakhs of ongoing projects. Inventory is valued at cost and net realisable value (NRV), whichever is less.	• Evaluated the appropriateness of accounting policies with respect to inventories in terms of principles enunciated under applicable accounting standards;
NRV is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale and estimated costs of completion (in case of construction work-in- progress). The inventory of finished properties, land and development rights and construction work-in- progress is not written down below cost when completed flats/ under-construction flats /properties are expected to be sold at or above cost.	• Obtained an understanding of the management process for identification of possible impairment indicators and process performed by the management for impairment testing and determination of NRV;
The cost includes direct and indirect expenditure relating or incidental to construction activity. Various estimates such as prevailing market conditions, current prices, stage of completion of the projects, future selling price, selling costs and cost to complete projects are necessary to derive NRV.	• Evaluated the design and tested the operating effectiveness of controls for inventory valuation including review of estimates involved for the expected cost of completion of projects including construction cost incurred, construction budgets and NRV;
Considering the materiality of amounts and the significance of management judgement and estimates involved as mentioned above, assessment towards recoverability of carrying value of inventories was identified as a key audit matter for the current year audit.	• Understood and reviewed key assumptions used by the management in determination of the NRV;
	• For land and development rights, obtained an understanding of the cash flows forecast prepared by the management and tested the assumptions such as expected launch of the project, project development plan and expected future sales less selling costs considering current market conditions;
	• Compared the estimated construction costs to complete each project with the Companys updated budgets. Re-computing the NRV, on a sample basis, to test inventory units are held at the lower of cost and NRV; and
	• Assessed the appropriateness and adequacy of the disclosures made by the management for the impairment losses recognized in accordance with applicable accounting standards.
(iii) Impairment assessment of carrying value of investment in/ loan given to its subsidiaries and joint ventures
Refer Notes 2(q) and 6 to the standalone financial statements for accounting policy and related disclosures.	Our audit procedures in relation to the impairment assessment of investments in and loans given to its subsidiaries and joint ventures included, but was not limited to, the following;
As at 31 March 2024, the carrying value of investments in and loans given to the subsidiaries and joint ventures aggregates to 129,315.37 lakhs and 24,101.30 lakhs respectively (net of impairment of Nil) which collectively represents 49.74% of total assets.	• Obtained an understanding of the management process for identification of impairment indicators for assessing the recoverability of the carrying value of investments in/loans given to subsidiaries and joint ventures.
The aforesaid investments are valued at cost less accumulated impairment losses, if any. Management reviews regularly whether there are any indicators of impairment as per the requirements given under Ind AS 36 "Impairment of Assets".	• Assessed the appropriateness of the relevant accounting policies of the Company, including those relating to recognition and measurement of investments by comparing with the applicable accounting standards;
The impairment assessment of Companys investments in and loans given to subsidiaries and joint ventures is considered as significant risk area in view of the materiality of the amounts involved, judgements and estimates involved in determination of recoverable value of the carrying value of investments in and loans given to subsidiaries and joint ventures, which includes assessment of conditions and financial indicators of the investee, such as current projects, expected sales, future business plan, upcoming projects and the recoverability of certain investments and loan.	• Evaluated the design and tested the operating effectiveness of controls over the Companys process of impairment assessment and approval of forecasts;
The Companys non-current investments include investments in Sunteck Lifestyle International Private Limited (SLIPL), a subsidiary, of 26,131.98 lakhs. SLIPL, had further acquired 50% share in joint venture (JV) company, GGICO Sunteck Limited (GGICO), through its wholly owned subsidiary, Sunteck Lifestyle Limited (SLL), for development of real-estate project in Dubai. Further, the Companys other non-current financial assets include receivables from SLL aggregating 592.94 lakhs. SLL has incurred losses and net-worth has been partially eroded due to delay in development of project by GGICO on account of certain disputes with the other JV partner. Both the JV partners have initiated arbitration against each other before London Court of International Arbitration (LCIA) alleging non- compliance of certain conditions of the Joint Venture Agreement (JVA), a partial award has been passed by in one arbitration in favour of SLL, however finalisation is still pending. Further, during the current year, the parties have signed a non-binding memorandum of understanding to amicably settle the ongoing dispute and agreed to enter into an agreement for joint development of project, as further explained in Note 60 to the standalone financial statements.	• Obtained the managements external valuation specialists report on determination of recoverable value and assessed the competency, objectivity and capabilities of managements expert;
We have identified this matter as a key audit matter for the current year audit due to significant risk and judgements and estimates involved in forecasting future cash flows and the selection of assumptions.	• Involved the auditors valuation expert to assess the appropriateness of the valuation methodologies used by the management expert and reviewed the appropriateness of key valuation assumptions, including long-term growth rates, discount rates used amongst others within the discounted cash flow model;
Considering this matter is fundamental to the understanding of the user of standalone financial statement, we draw attention to Note 60 of the standalone financial statements, regarding the Companys non-current investment in a subsidiary company, SLIPL and other non-current financial assets receivable from SLL.	• Assessed the financial position of the subsidiaries and joint ventures to identify excess of their net assets over carrying amount of investment by the Company and reviewed profit history of those subsidiaries and joint ventures;
	• Tested the assumptions and understood the forecasted cash flows of subsidiaries and joint ventures wherever impairment is trigged based on our knowledge of the Company and the markets in which they operate;
	• Obtained the most recent audited financial statements subsidiaries and joint ventures and performed inquiries with management on the project status and future business plan of subsidiaries and joint ventures;
	• Read and evaluated the litigation related documents and obtained an understanding of the current status of the disputed case. Also, obtained independent lawyer opinion for the ongoing arbitration; and
	• Assessed the appropriateness and adequacy of disclosure given in the standalone financial statements in accordance with applicable accounting standards.

Information other than the Financial Statements and Auditors Report thereon

8. The Companys 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 financial statements and our auditors report thereon. The Annual Report is expected to be made available to us after the date of auditors 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.

I n connection with our audit of the standalone financial statements, our responsibility is to read the other information 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.

When we read the Annual Report, 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 Standalone Financial Statements

9. The accompanying standalone financial statements have been approved by the Companys Board of Directors. The Companys Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone 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 Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. 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 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 financial statements, the Board of Directors is responsible for assessing the Companys 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 Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

12. 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 auditors 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 Standards on Auditing 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.

13. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act 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 Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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 Board of Directors 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

• 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;

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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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.

Other Matters

17. The comparative financial information presented in the accompanying standalone financial statements includes the financial information of the erstwhile subsidiary companies, namely, Advaith Infraprojects Private Limited, Magnate Industries Private Limited (previously known as Magnate Industries LLP) and Shivay Brokers Private Limited for the year ended 31 March 2023, pursuant to the scheme of merger between the Company and aforesaid erstwhile wholly owned subsidiaries as explained in Note 63 to the accompanying standalone financial statements. Such financial information of the erstwhile wholly owned subsidiaries for the year ended 31 March 2023 have been audited by Messrs N. Somani & Co. Chartered Accountants, who issued unmodified opinions on those financial information vide their audit reports dated 25 April 2023, which have been furnished to us by the management and have been relied upon by us for the purpose of our audit of the accompanying standalone financial statements. Our opinion is not modified in respect of the above matter.

18. The standalone financial statement includes the Companys share of net loss after tax of 96.01 lakhs and total comprehensive loss of 96.03 lakhs for the year ended 31 March 2024 in respect of four (4) limited liability partnership (LLP) firms, whose financial statements have not been audited by us. These annual financial statements have been audited by the other auditor whose audit reports have been furnished to us by the Management, and our opinion in so far as it relates to the amounts and disclosures included in respect of these LLPs are based solely on the audit reports of such other auditor. Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and the reports of other auditor.

Report on Other Legal and Regulatory Requirements

19. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

20. As required by the Companies (Auditors Report) Order, 2020 (the Order) issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

21. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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 purpose of our audit of the accompanying standalone financial statements;

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 matter stated in paragraph 21(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

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 2024 from being appointed as a director in terms of section 164(2) of the Act;

f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 21(b) above on reporting under section 143(3)(b) of the Act and paragraph 21(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and

h) With respect to the other matters to be included in the Auditors 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. The Company, as detailed in Notes 38(i), (ii), (iii), (iv) 58 and 60 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2024;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2024;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor

iv. Education and Protection Fund by the Company during the year ended 31 March 2024;

a. The management has represented that, to the best of its knowledge and belief, on the date of this audit report as disclosed in Note 55(i)(I) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (the 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 (the Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, on the date of this audit report as disclosed in Note 55(i)(II) to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (the 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

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. a. The final dividend paid by the Company during the year ended 31 March 2024 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

b. As stated in Note 46(b) to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2024 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. As stated in Note 65 to the standalone financial statements and based on our examination which included test checks, except for instances mentioned below, the Company, in respect of financial year commencing on 1 April 2023, has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exception given below.

Nature of exception noted	Details of Exception
Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software.	1. The audit trail feature was not enabled at the database level for accounting software from 1 January 2024 to 31 March 2024 to log any direct data changes, used for the maintenance of all accounting records for certain projects of the Company.
	2. Another accounting software used for maintenance of all accounting records of Company did not capture the details of what data was changed while recording audit trail (edit log) at the application level. Further, the audit trail feature was not enabled at the database level for the said accounting software to log any direct data changes.

ANNEXUREI referred to in paragraph 20 of the Independent Auditors Report of even date to the members of Sunteck Realty Limited on the standalone financial statements for the year ended 31 March 2024

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details

and situation of property, plant and equipment and investment properties.

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

(b) The property, plant and equipment and investment properties have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of physical verification programme adopted by the Company, is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of all the immovable properties (including investment properties) held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), disclosed in Notes 3 and 4 to the standalone financial statements, are held in the name of the Company, except for the following properties, for which the Companys management is in the process of getting the registration in the name of the Company:

Description of property	Gross carrying value (Rs in Lakhs)	Held in name of	Whether promoter, director or their relative or employee	Period held	Reason for not being held in name of company
Property, plant and equipment (Land)	511.54	1) Smt. Shakuntala S Sathaye 2) Shri. Sanjay S. Sathaye 3) Smt. Nandini Desai (Nandini S. Sathaye)	No	From 04 May 2005 onwards	Constructed as per Joint Development Agreement with the landowners, which will be transferred in the name of the Company after formation of condominium.
Property, plant and equipment (Land and Building)	1,912.49		No	From 01 April 2009 onwards
Investment Property (Land and Building)	1,158.34		No	From 01 April 2009 onwards
Investment Property (Building - unit)	178.24	Amenity Software Private Limited	No	From 01 April 2018 onwards	Transferred as a result of merger order dated 8 August 2019 by the Honble National Law Tribunal (NCLT), wherein the title deeds are in the name of the transferor.
Investment Property (Building - unit)	188.36	Magenta Computer Software Private Limited	No	From 01 April 2018 onwards
Investment Property (Commercial - units)	930.58	Jointly held with DDPL Global Infrastructure Private Limited and Unicorn Infraprojects and Estate Private Limited	No	From 01 October 2021 onwards	Constructed as per Joint Development Agreement with the landowners
Investment Property (Building - units)	116.85	Rajni Gandha Co- operative Housing Society Limited	No	21 June 2019	Transferred as a result of merger order dated 10 May 2024 by The Honble National Company Law Tribunal (NCLT), wherein the title deeds are in the name of the transferor
Investment Property (Commercial - units)	20,853.23	Jointly held with M/s Maharashtra Industries	No	16 March 2024	Constructed as per Joint Development Agreement with the landowners

(d) The Company has adopted cost model for its property, plant and equipment and intangible assets. Accordingly, reporting under clause 3(i)(d) of the Order is not applicable to the Company.

(e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended) and rules made thereunder.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

In our opinion, the coverage and procedure of such verification by the management is appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compared to book records.

(b) The Company has not been sanctioned working capital limits by banks or financial institutions on the basis of security of current assets at any point of time during the year. Accordingly, reporting under clause 3(ii)(b) of the Order is not applicable to the Company.

(iii) The Company has not provided any guarantee or security or granted any advances in the nature of loans to companies, firms, limited liability partnerships during the year. Further, the Company has made investments in and granted unsecured loans to companies, firms, limited liability partnerships or any other parties during the year, in respect of which:

(a) The Company has granted unsecured loans to subsidiaries and other parties during the year as per the details given below:

Particulars	Loans (Rs in Lakhs)
Aggregate amount provided/granted during the year:
- Subsidiaries	38,112.68
- Others	3,300.00
Balance outstanding as at balance sheet date in respect of above cases:
- Subsidiaries	24,101.30
- Others	4,601.68

(b) In our opinion, and according to the information and explanations given to us, the investments made and terms and conditions of the grant of all loans provided are, prima facie, not prejudicial to the interest of the Company. Further, the Company has not provided any guarantee or given any security or granted any advances in the nature of loans during the year.

(c) In respect of loans granted by the Company, the schedule of repayment of principal and the payment of the interest has not been stipulated and accordingly, we are unable to comment as to whether the repayments/ receipts of principal/interest are regular. Further, no interest is receivable on certain loans. Further, the Company does not have any advances in the nature of loans at the beginning of the current year nor has granted any advances in the nature of loans during the year.

(d) There is no overdue amount in respect of loans granted to such companies, limited liability partnerships or other parties.

(e) The Company has granted loans which had fallen due during the year and were repaid on or before the due date. Further, no fresh loans were granted to any party to settle the overdue loans.

(f) The Company has granted loans which are repayable on demand, as per details below:

Particulars	All Parties (Rs in Lakhs)	Promoters (Rs in Lakhs)	Related Parties (Rs in Lakhs)
Aggregate of loans
- Repayable on demand (A)	28,702.98	-	27,693.96
- Agreement does not specify any terms or period of repayment (B)	-	-	-
Total (A+B)	28,702.98	-	27,693.96
Percentage of loans/advances in nature of loan to the total loans	100%	-	96.48%

(iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of section 185 of the Act in respect of loans and investments made and guarantees and security provided by it, as applicable. As the Company is engaged in providing infrastructural facilities as specified in Schedule VI to the Act, provisions of section 186 except sub-section (1) of the Act are not applicable to the Company. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of sub section (1) section 186 of the Act in respect of investments, as applicable.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits or there are no amounts which have been deemed to be deposits within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Act in respect of the products of the Company. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) In our opinion, and according to the information and explanations given to us, undisputed statutory dues

including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been slight delays in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no statutory dues referred in sub- clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:

Name of the statute	Nature of dues	Gross Amount (Rs in Lakhs)	Amount paid under Protest (Rs in Lakhs)	Period to which the amount relates	Forum where dispute is pending
Income tax Act, 1961	Income tax	57.34	-	AY 2007-08	Commissioner of Income Tax (CIT)
		8.22	-	AY 2014-15	Income Tax Appellate Tribunal
		14.72	-	AY 2016-17	CIT (Appeals)
		1,565.96	-	AY 2018-19	CIT (Appeals)
		4,432.14	-	AY 2019-20	CIT (Appeals)
		2,084.31	-	AY 2020-21	CIT (Appeals)
		1,155.00	-	AY 2021-22	CIT (Appeals)
		55.23	-	AY 2021-22	CIT (Appeals)
Goods and Service Tax Act, 2017	Goods and Service Tax	276.92	12.10	FY 2017-18	Appellate Authority

(viii) According to the information and explanations given to us, no transactions were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) which have not been previously recorded in the books of accounts.

(ix) (a) According to the information and explanations given to us, loans amounting to 8,405.89 lakhs are

repayable on demand and terms and conditions for payment of interest thereon have been stipulated. Further, such loans and interest thereon have not been demanded for repayment as on date.

(b) According to the information and explanations given to us including representation received from the management of the Company, and on the basis of our audit procedures, we report that the Company has not been declared a willful defaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanations given to us, money raised by way of term loans were applied for the purposes for which these were obtained.

(d) In our opinion and according to the information and explanations given to us, and on an overall examination of the financial statements of the Company, funds raised by the Company on short term basis have, prima facie, not been utilized for long term purposes.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or joint ventures.

(f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries or joint ventures.

(x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments), during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or (fully, partially or optionally) convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no fraud on the Company has been noticed or reported during the period covered by our audit.

(b) According to the information and explanations given to us including the representation made to us by the management of the Company, no report under sub-section 12 of section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014, with the Central Government for the period covered by our audit.

(c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle-blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in Companies (Indian Accounting Standards) Rules 2015 as prescribed under section 133 of the Act.

(xiv) (a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system which is commensurate with the size and nature of its business as required under the provisions of section 138 of the Act.

(b) We have considered the reports issued by the Internal Auditors of the Company till date for the period under audit.

(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and accordingly, reporting under clause 3(xv) of the Order with respect to compliance with the provisions of section 192 of the Act are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clauses 3(xvi)(a), (b) and (c) of the Order are not applicable to the Company.

(d) Based on the information and explanations given to us and as represented by the management of the Company, the Group (as defined in Core Investment Companies (Reserve Bank) Directions, 2016) has four (4) CICs as part of the Group.

(xvii) The Company has not incurred any cash losses in the current financial year as well as the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information in the standalone financial statements, our knowledge of the plans of the Board of Directors and management and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) According to the information and explanations given to us, there are no unspent amounts towards

Corporate Social Responsibility pertaining to other than ongoing projects as at end of the current financial year. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us, the Company has transferred the remaining unspent amounts towards Corporate Social Responsibility (CSR) under sub-section (5) of section 135 of the Act, in respect of ongoing project, within a period of 30 days from the end of financial year to a special account in compliance with the provision of sub-section (6) of section 135 of the Act.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

ANNEXURE II to the Independent Auditors Report of even date to the members of Sunteck Realty

Limited on the standalone financial statements for the year ended on 31 March 2024

Independent Auditors Report on the internal financial controls with reference to the standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)

1. In conjunction with our audit of the standalone financial statements of Sunteck Realty Limited (the Company) as at and for the year ended 31 March 2024, we have audited the internal financial controls with reference to financial statements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

2. The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) issued by the institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companys business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

6. A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such controls were operating effectively as at 31 March 2024, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants

Firms Registration No.: 001076N/N500013

Rakesh R. Agarwal

Partner

Membership No.: 109632

UDIN:24109632BKFBJK7876

Place: Mumbai

Date: 30 May 2024