hubtown ltd Auditors report

TO THE MEMBERS OF HUBTOWN LIMITED

Report on the Audit of the Standalone Financial Statements Qualified Opinion

We have audited the accompanying standalone financial statements of Hubtown Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, 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 ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph 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 prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, the profit after considering other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). 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 standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAls Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the standalone financial statements. a) As stated in Footnote (a) to Note 29 to the standalone financial statements of the Company for the year, with regards the Company not having provided for Interest expense amounting to 56729.53 lakhs on certain Inter-corporate deposits. Consequent to above, finance cost for the year ended 31st March, 2023 has been understated by 56729.53 lakhs resulting in a consequential increase in the profit for the year ended 31st March, 2023 to that extent. Our opinion on the Standalone financial statements for the year ended March 2022 was also modified in respect of this matter.

Emphasis of Matters

We draw Attention to:

a) Note 2 (II) (b) (ii) of the standalone financial statements, regarding to recognition of expense for ongoing projects which, based upon estimated costs, is as per the judgment of the management and have been relied upon by us, these being technical matters.

b) Footnote (a) to Note 12 and footnote (d) to Note 31 to the standalone financial statements, regarding the status of the projects and the opinion framed by the Companys management regarding realizable value of the costs incurred which, being a technical matter is relied upon by us

c) Note 37 (i) (B) of the standalone financial statements, regarding Corporate guarantees issued and securities provided aggregating INR 44,338.25 lakhs by the Company to banks and financial institutions on behalf of various entities, which are significant in relation to the losses for the year and the net worth of the Company. In the opinion of the Management, these are not expected to result into any financial liability to the Company.

d) Footnote (c) to Note 37 of the standalone financial statements regarding the above corporate guarantees issued and securities provided are disclosed at amounts outstanding as at 31st March, 2023. The financial liabilities on account of such financial guarantee contracts have not been measured at fair value as management is of the opinion that there is no material benefit which is expected to accrue to the borrowers on behalf of whom the Company has provided the corporate guarantees

. e) Footnote (b) to Note 37 of the standalone financial statements, regarding reliance placed by the auditors on certification received from the management with regard to the disclosure of contingent liabilities of the Company.

f) Note 42 of the standalone financial statements, regarding balances that are subject to confirmations, reconciliation and adjustments, if any.

g) Footnote (a) to Note 9 of the standalone financial statements, regarding the Company not having charged interest on advances given by it to various group entities developing real estate projects, in which the Company has a commercial and business interest.

h) Footnote (f) to Note 6 of the standalone financial statements, regarding the Companys investments in certain subsidiaries, jointly controlled entities and associates as at 31st March, 2023 which have incurred losses and carry an eroded net worth as at 31st March, 2023.

i) Footnote (c) to Note 6 of the standalone financial statements regarding non-receipt of financial statements of one of its Joint Venture & one of its associate Company for year ended 31st March, 2023. In the opinion of management, share of profit/(loss) of such Joint Venture will not have any material impact on the financial statements.

j) Footnote (g) to Note 6 in respect of investment made by the parent company in deep discount bonds of amounting to 97412.85 lakhs in a Joint venture with negative net worth, the management of both parties have mutually agreed that Hubtown Limited shall not charge/ claim any interest on the outstanding amount of 97412.85 lakhs till such time the company receives commencement certificate for development of the project.

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

Key Audit Matters

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 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 Matter	How the matter was addressed in our audit
I Revenue recognition for real estate projects	I. Our audit procedures included, but were not limited to the following:
The Company applies Ind AS 115 "Revenue from contracts with customers" for recognition of revenue from real estate projects, which is being recognised at a point in time upon the Company satisfying its performance obligation and the customer obtaining control of the underlying asset.	• Read the Companys revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115.
Considering application of Ind AS 115 involves significant judgment in identifying performance obligations and determining when ‘control of the asset underlying the performance obligation is transferred to the customer, the same has been considered as key audit matter.	• Obtained and understood revenue recognition process including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer.
	• Read the legal opinion obtained by the Company to determine the point in time at which the control is transferred in accordance with the underlying agreements.
	• Tested, revenue related transactions with the underlying customer contracts, sale deed and handover documents, evidencing the transfer of control of the asset to the customer based on which revenue is recognised.
	• Assessed the revenue-related disclosures included in Note 24 to the standalone Ind AS financial statements in accordance with the requirements of Ind AS 115.
II. Investment in Subsidiaries, Joint ventures and Associates	II. Our audit procedures included, but were not limited to the following:
The carrying amount of the investments in subsidiaries, Joint Ventures and Associates held at cost less impairment, if any represents a significant portion of the Companys total assets.	• Comparing the carrying amount of Investments in the Companys books with the respective subsidiaries, Joint Ventures and Associates audited I unaudited financial statements to identify whether their net assets (being an approximation of their minimum recoverable amount) were in excess of their carrying value.
The Company has investments in subsidiaries, Joint Ventures and Associates. These investments are carried at cost less any diminution in value of such investments. The investments are reviewed for impairment at each reporting date by comparing the carrying value of investments in the Companys books with the net assets of the relevant subsidiaries, joint ventures and associates balance sheet. Further, the Companys review includes assessment of the projected cash flows of the real estate projects in these underlying entities, which involve significant estimates and judgment, due to the inherent uncertainty involved in forecasting future cash flows. In addition, considering the materiality of the investments in subsidiaries, joint ventures and associates vis-a-vis the total assets of the Company, this is considered to be significant to our overall audit.	• Assess historic profitability of the subsidiaries, joint ventures and associate companies
	• For the Investments where the carrying amount exceeded the Companys share of net assets value, enquired status of projects. Further, the carrying amount of investments was compared by projected cash flows and profitability of the project in that respective subsidiaries, joint ventures and associate companies
	• Verified adequacy of disclosures in respect of the Investments in subsidiaries, joint ventures and associ

Other Matters

Attention is further invited to the Statement of Profit and Loss of the Company which includes share of loss from investments in partnership firms/ joint ventures aggregating to INR 2.31 lakhs that are based on the financial statements of the firms/joint ventures as prepared by the management and presented to us on which we have relied.

Our opinion is not qualified in respect of the above matter.

Information Other than the Standalone Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditors 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 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 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.

Responsibility of the management and those charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is 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 state of affairs (financial position), profit and loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with other accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

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

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 standalone financial statements.

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

• 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.

• Obtain an understanding of internal controls 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 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 managements 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 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 auditors 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant de_ciencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the 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.

Report on Other Legal and Regulatory Requirements

1. As required by Section 197(16) of the Act, 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.

2. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

3. As required by Section 143(3) of the Act, based on our audit 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;

c) The Standalone Financial Statements dealt with by this Report are in agreement with the books of account;

d) Except for the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

f) We have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31st March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report as per Annexure B expressed an unmodified opinion;

g) 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 has disclosed the impact of pending litigations on its financial position in its standalone financial statements;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. (a). The management has represented that, to the best of its knowledge and belief, 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 persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b). The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, 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

(c). Based on such audit procedures that were 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 (a) and (b) contain any material misstatement.

v. The Final dividend paid or declared for the previous year is in accordance with section 123 of the Act to the extent it applies for the payment of dividend.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from April 1, 2023, reporting under rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable

	FOR JBTM & ASSOCIATES LLP
	Firm Registration No.: W100365
	Chartered Accountants
	DHAIRYA BHUTA
Place : Mumbai	Partner Membership No.: 168889
Date : May 29, 2023	UDIN: 23168889BGYGEJ3829

ANNEXURE "A" REFERRED TO IN OUR REPORT TO THE MEMBERS OF HUBTOWN LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

(i) (a) (A) The company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment; (B) The company is maintaining proper records showing full particulars of intangible assets; (b) The company has regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner ver a period of three years which in our opinion is reasonable having regard to the size of the company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of immoveable properties recorded as fixed assets in the books of accounts are held in the name of the company as at the balance sheet date.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

(e) As per our opinion no proceedings have been initiated or are pending against the company for holding any Benami property under the "Benami Transactions (Prohibition) Act, 1988 and Rules made thereunder.

(ii) (a) In our opinion, the management has conducted physical verification of Inventory at reasonable intervals. No material discrepancies were noticed on the aforesaid verification.

(b) The Company has not been sanctioned working capital limits in excess of 5 crores, in aggregate, from banks or financial institutions on the basis of security of current assets during any point of time of the year.

(iii) The Company has granted unsecured loan to companies covered under the register maintained under Section 189 of the Act (a) During the year company has provided loans or provided advances in the nature of loans to other entity as follows

To whom	The aggregate amount during the year	Balance outstanding at the balance sheet date
Subsidiaries, Joint ventures and associates	138.67 Lakhs	3188.65 Lakhs
Parties other than Subsidiaries, Joint ventures and associates	—	37.07 Lakhs

(b) The terms and condition of the loan are prima facie not prejudicial to the interest of the Company

(c) The schedule of repayment of principal and interest, if any, has been stipulated as per terms of the arrangement (d) As per the terms and conditions of the arrangement, the amount of the loan is not overdue;

(e) According to the information and explanation given to us, in respect of any loan or advance in the nature of loan granted which has fallen due during the year, none has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties; (f) The company has granted loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment required details in respect thereof are as below

The Aggregate Amount	Percentage thereof to the total Loans Granted	Aggregate amount of loans granted to Promoters, related parties as defined in clause (76) of section 2 of the Companies Act, 2013
138.67	100%	138.67

(iv) In our opinion and according to the information and explanation given to us in respect of the loans, investments, guarantees and securities, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed thereunder to the extend notified; Further, attention is invited to footnote (g) to Note 18.

(vi) 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 under sub-section (1) of Section 148 of the Act in respect of Companys products 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). According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except for dues in respect of Income Tax, Provident Fund, Profession Tax, Tax Deducted at Source, and Goods and Service Tax, the Company is generally regular in depositing undisputed statutory dues, including, Employees State Insurance, Wealth Tax, duty of customs, duty of excise and other material statutory dues, as applicable, with the appropriate authorities. The extent of arrears of statutory dues outstanding including Interest as at the Balance Sheet date, for a period exceeding six months from the date they became payable are 158.43 lakhs relating to Income Tax Deducted at Source, 21.97 lakhs relating to Value Added Tax, and interest and late fee relating to indirect tax 982.99 lakhs (b). The dues outstanding in respect of Income Tax, Provident Fund, Profession Tax, Tax Deducted at Source, and Goods and Service Tax on account of any dispute, are as follows

Statute and nature of dues	Financial Year	Amount ( in lakhs)	Forum where dispute is pending
Service Tax (Finance Act,1994)
Service Tax	2011-12	481.60	Customs, Central Excise and Service Tax Appellate Tribunal
Service Tax	2012-13	451.00	Customs, Central Excise and Service Tax Appellate Tribunal
Service Tax	2013-14	520.83	Customs, Central Excise and Service Tax Appellate Tribunal
Service Tax	2014-15	727.52	Customs, Central Excise and Service Tax Appellate Tribunal
Service Tax	2012-13 to Jun-17	6,881.52	Commissioner of CGST, Mumbai South Commissionerate
Goods and Service Tax
GST	Jul 17 to Mar 18	343. 00	Deputy Commissioner of State Tax, Mazgaon
GST	Apr 18 to Mar 19	603. 64	Deputy Commissioner of State Tax, Mazgaon
GST	Apr 19 to Mar 20	288. 17	Deputy Commissioner of State Tax, Mazgaon
GST	Apr 20 to Mar 21	194. 76	Deputy Commissioner of State Tax, Mazgaon
Income Tax Act, 1961
Income Tax	2003-04	17.48	Mumbai High Court
Income Tax	2004-05	21.31	Mumbai High Court
Income Tax	2005-06	20.92	Mumbai High Court
Income Tax	2011-12	74.88	Commissioner of Income Tax (Appeal)
Income Tax	2015-16	426.93	Commissioner of Income Tax (Appeal)
Income Tax	2016-17	3,032.31	Commissioner of Income Tax (Appeal)
Income Tax	2018-19	23,645.72	Commissioner of Income Tax (Appeal)
Income Tax	2019-20	328.90	Commissioner of Income Tax (Appeal)

(viii) In our opinion and according to the information and explanations given to us, the Company has no such transactions which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix) (a) According to the information and explanation given to us, the company has delayed in repayment of dues to banks and financial institutions. Attention is invited to footnote (f) to Note 18– Non-Current Borrowings, with regards to banks, footnote (f) to Note 18 – Current Borrowings, with regards to financial institutions for the amounts and period of delays in payment of principle and interest thereon.

(b) The Company has not been declared as a willful defaulter by any bank or financial institution or other lender.

(c) In our opinion, The Company has applied term loans for the purpose for which they were obtained.

(d) On an overall examination of the standalone Ind AS financial statements of the Company, no funds raised on short-term basis have been used for long term purposes by the Company.

(e) In our opinion, The Company has not taken funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. (f) In our opinion, The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

(x) (a) In our opinion, and according to the information and explanations given to us, the company has not raised any money by way of initial public offer or further public offer during the year.

Accordingly, the provisions of clause 3 (x) of the Order is not applicable to the Company.

(b) I n our opinion, and according to the information and explanations given to us, the company has made preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. The amount raised have been used for the purpose for which the funds were raised. Details of which are as under:

Name of the party	Number of share warrant issued	Number of Share warrants into equity shares
Meha Rushank Shah	36,00,000	18,00,000
Pratiti Mayank Shah	36,00,000	18,00,000

(xi) (a) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the company or any fraud on the company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the management.

Accordingly, paragraph 3 (xi) (b) Order are not applicable to the Company.

(c) According to the information and explanations given to us, the Company has not received any whistle-blower complaints during the year.

(xii) (a) The company is not a Nidhi company and hence clause 3 (xii) of the Order is not applicable to the Company.

Accordingly, paragraph 3 (xii) (b), 3 (xii) (c) Order are not applicable to the Company.

(xiii) A ccording to the information and explanation given to us, all transactions with the related parties are in compliance with section 177 and 188 of the Act, where applicable and details have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.

(xiv) (a) According to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

(b The reports of the Internal Auditors for the period under audit i.e., FY 2022-23 were considered by us. )

(xv) A ccording to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.

(b) I n our opinion and according to the information and explanations given to us, This Paragraph is not applicable to The Company.

(c) I n our opinion and according to the information and explanations given to us. The Company is not a Core Investment Company (CIC) as defined under the Regulations by the Reserve Bank of India.

Accordingly, paragraph 3 (xvi) (d) Order are not applicable to the Company.

(xvii) A ccording to the information and explanations given to us, the Company has not incurred cash losses in the Financial Year and in the immediately preceding financial year.

(xviii) T here has been no resignation of the statutory auditors during the Accordingly,year. paragraph 3 (xviii) Order are not applicable to the Company.

(xix) I n our opinion and according to the information and explanations given to us on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditors knowledge of the Board of Directors and management plans no material uncertainty exists as on the date of the audit report that company is 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.

(xx) I n our opinion and according to the information and explanations given to us, there are no ongoing projects hence there are no unspent funds which are required to be transferred to a fund specified in Schedule VII to the Companies Act in accordance to compliance with provisions of section 135 of the Companies Act, 2013.

ccordingly, paragraph 3 (xx) Order are not applicable to the Company.

(xxi) There have been no qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies whose audit report is provided to us and included in the consolidated financial statements. Out of the companys included in the statements following is the list of Companies whose CARO report has not been issued by its auditor till the date of signing this Audit report:

Subsidiary Company

• Citywoods Builders Private Limited

• Yanti Buildcon Private Limited

• Diviniti Project Private Limited

• Citygold Education Research Limited

• Ackruti Safeguard System Private Limited

• Gujarat Akruti — TCG Biotech Limited

• Rubix Trading Private Limited

Associates

• Gira_e Developers Private Limited

• SHK Hotels and Hospitality Private Limited

Joint Ventures

• Sunstream City Private Limited

• Hubtown Bus Terminal (Ahmadabad) Private Limited

• Hubtown Bus Terminal (Mehsana) Private Limited

• Rare Townships Private Limited

• Joyous Housing Limited

	FOR JBTM & ASSOCIATES LLP
	Firm Registration No.: W100365
	Chartered Accountants
	DHAIRYA BHUTA
Place : Mumbai	Partner Membership No.: 168889
Date : May 29, 2023	UDIN: 23168889BGYGEJ3829

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF HUBTOWN LIMITED ON THE STANDALONE FINANCIAL STATEMENTS

Independent Auditors Report on the Internal Financial Controls under Clause (f) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the ‘Act).

We have audited the internal financial controls over financial reporting of Hubtown Limited ("the Company") as of March 31, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting 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 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 its 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

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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 over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

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 system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting 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 control over financial reporting includes those policies and procedures that;

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

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 authorizations of management and directors of the company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on the internal controls over financial reporting 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 issued by the Institute of Chartered Accountants of India.

	FOR JBTM & ASSOCIATES LLP
	Firm Registration No.: W100365
	Chartered Accountants
	DHAIRYA BHUTA
Place : Mumbai	Partner Membership No.: 168889
Date : May 29, 2023	UDIN: 23168889BGYGEJ3829