prozone intu properties ltd Auditors report

To the Members of Prozone Realty Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Prozone Realty Limited [formerly known as Prozone Intu Properties Limited] ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (Including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of 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, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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.

Key Audit Matters

Key Audit Matter	How the Key Audit Matter was addressed in our audit
Valuation of Investment in Subsidiaries and Joint Venture Company and Recoverability of Loans to Subsidiaries	Our audit procedures with respect to this area included, among others, following:
Refer Note 2.2(b) for significant accounting policies and Note 5 and 6 to the standalone financial statements.
The Company has investments in subsidiaries and joint venture company held at fair value through other comprehensive income (FVOCI) aggregating to Rs 66,042.57 lakhs and Loans to Subsidiaries amounting to Rs 12,084.58 lakhs as at March 31, 2023, which together constitute 97.96% of the total assets of the Company.	? A ssessed the Companys accounting policies relating to the investment in subsidiaries and joint venture company and loans to subsidiaries are in compliance with applicable Ind AS.
	? E valuated the design and implementation and verified, on a test check basis, operating effectiveness of controls over Companys process of valuation of investment in subsidiaries and joint venture company and approval of forecasts.
Management assesses the valuation of these investments and recoverability of loans at each reporting period.
The valuation process involves significant judgement including involvement of independent external valuers in estimating the underlying assumptions to be applied. The fair values of the investments are assessed based on the relative fair values of the underlying properties in the books of the subsidiaries and joint venture Company which comprise residential, commercial and retail units located across the country.	? E valuated the design and implementation and verified, on a test check basis, operating effectiveness of controls in place for issuing new loans or amending terms of existing loans and evidenced the Board of Directors approval obtained thereof;
This assessment is based on the projected cash flows of the real estate projects in these underlying entities, which involve significant estimation and judgement, due to the inherent uncertainty involved in forecasting future cash flows. There is also significant judgment involved in estimating the discount rate, terminal occupancy, future lease rentals, capitalisation rate, average unit size, and average selling price. A change in these estimates and assumptions will have an impact on the valuation of investments and recoverability of loans.	? V erified the valuation reports obtained from independent external valuers of the Company for valuation of investments and recoverability of loans;
	? E valuated the qualification and competence of the valuers and understood their valuation methods and assumptions and basis used, where relevant
We have identified valuation of investment in subsidiaries and joint venture company and recoverability of loans to subsidiaries as a key audit matter considering:	? Assessed the appropriateness of the valuation methodology applied and reasonableness of the key assumptions used i.e. the discount rate and long-term growth rates used in the forecast including comparison to economic and industry forecasts where appropriate.
? Significance of carrying value of investment in subsidiaries and joint venture company and loans to subsidiaries in the standalone financial statements;	? Verified the accuracy and reasonableness of inputs of the projected cash flows used in the valuation to underlying leases and other documents;
? Exposure to risk in respect of the recoverability of the loans and advances granted to the subsidiaries due to the nature of the business in the real estate industry; and	? Involved internal valuation expert to evaluate discount rate, capitalisation rate and terminal yield rates used in the valuation by comparing them against historical rates and available industry data, taking into consideration their comparability and other market factors;
? Significant judgement and estimation uncertainty that is inherent within the valuation process.
	? Performed a sensitivity analysis over key assumptions, including the cashflows and discount rates;
	? Evaluated that the cash flow projections reflect the most recent forecast as approved by the Company in consultation with the valuers and assessed the comparability of the forecasts with the historical information;
	? Assessed the net worth of the subsidiaries and joint venture company to identify excess of the proportionate net assets over the carrying amount of investment by the Company.
	? Performed recomputation of interest on the loans given to subsidiaries;
	? Obtained independent confirmations to test completeness and existence of loans and advances held by related parties as on 31 March 2023; and
	? Assessed the adequacy and appropriateness of disclosures made in the standalone financial statements in compliance with applicable Indian Accounting Standards and applicable financial reporting framework.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the Directors report but does not include the standalone financial statements and our auditors report thereon. The Directors report is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone financial statements does not cover the other information and we will 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Directors report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 ‘The Auditors responsibilities Relating to Other Information.

Responsibilities of 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 financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement 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, 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.

Those Board of Directors are 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 SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

We give in "Annexure A" a detailed description of Auditors responsibilities for Audit of the standalone financial statements.

Other Matter

The standalone financial statements of the Company for the year ended March 31, 2022, were audited by another auditor whose report dated May 28, 2022 expressed an unmodified opinion on those statements.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. A s required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. A s required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:

a W e 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 I n 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 T he Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d I n our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards 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 are disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f W ith respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".

g W ith 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, in our opinion and to the best of our information and according to the explanations given to us: i. T he Company has disclosed the impact of litigations on its financial position in its standalone financial statements – Refer Note 31 to the standalone financial statements.

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

iii. T here were no amounts which were required to transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2023.

iv. 1) T he Management has represented that, 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 person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that such parties shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

2) T he Management has represented, the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (funding parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the funding parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

be 3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard, nothing has come to the to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

v. T he Company has neither declared nor paid dividend during the year.

vi. A s proviso to rule 3(1) of the Companies Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, and accordingly reporting under this clause is not applicable for the financial year ended March 31, 2023.

3. I n our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits prescribed under Section 197 of the Act and the rules thereunder.

	For M S K A & Associates
	Chartered Accountants
	ICAI Firm Registration No. 105047W
	Bhavik L. Shah
Place: Mumbai	Partner
Date: 30 May, 2023	Membership No. 122071
	UDIN: 23122071BGXNRV4339

Annexure A to the Independent Auditors Report

of Even Date on the Standalone Financial Statements 31 March 2023

Prozone Realty Limited

Auditors Responsibilities for the Audit of the Standalone Financial Statements

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

? Identify and assess the risks of material misstatement of the 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

? 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 in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. 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 for 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.

	For M S K A & Associates
	Chartered Accountants
	ICAI Firm Registration No. 105047W
	Bhavik L. Shah
Place: Mumbai	Partner
Date: 30 May, 2023	Membership No. 122071
	UDIN: 23122071BGXNRV4339

Annexure B to the Independent Auditors Report

of Even Date on the Standalone Financial Statements March 31, 2023

[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our Independent Auditors Report of even date to the Members of Prozone Realty Limited on the Standalone Financial Statements for the year ended March 31, 2023] i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Property,A.

Plant and Equipment and Investment Property.

The Company does not have any intangible assets. Accordingly, the provisions stated in paragraph 3(i)(a)(B) of the Order areB. not applicable to the Company.

(b) P roperty, Plant and Equipment, Investment property have been physically verified by the management at reasonable during the year and no material discrepancies were identified on such verification.

(c) A ccording to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in the financial statements as on March 31, 2023 are held in the name of the Company.

(d) A ccording to the information and explanations given to us, the Company has not revalued its property, plant and Equipment (including Right of Use assets) or intangible assets or both during the year. Accordingly, the requirements under paragraph 3(i) (d) of the Order are not applicable to the Company.

(e) A ccording to the information and explanations given to us, no proceeding has been initiated or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988, as amended and rules made thereunder. Accordingly, the provisions stated in paragraph 3(i) (e) of the Order are not applicable to the Company.

ii. (a) T he Company is involved in the business of rendering services. Accordingly, the provisions stated in paragraph 3(ii)

Order are not applicable to the Company.

(b) A ccording to the information and explanations provided to us, the Company has not been sanctioned any working limits in excess of Rs 5 Crores in aggregate from Banks/ financial institutions on the basis of security of current assets during the year. Accordingly, the requirements under paragraph 3(ii)(b) of the Order is not applicable to the Company.

iii. (a) A ccording to the information explanation provided to us, the Company has provided loans or provided advances in of loans, or given guarantee, or provided security to any other entity. The details of such loans or advances and guarantees or security to subsidiaries and parties other than Subsidiaries, JointA. ventures and Associates are as follows: (Rs in lakhs)

Particulars	Loans	Advances in the nature of loans	Guarantees	Security
Aggregate amount granted/provided dur- ing the year (including interest accrued)
- Subsidiaries	942.44	-	-	-
Balance Outstanding as at balance sheet date in respect of above cases
- Subsidiaries	12,084.58	-	-	-

The detailsB. of such loans or advances and guarantee or security to parties other than subsidiaries, joint ventures and associates are as follows:

Particulars	Loans	Advances in the nature of loans	Guarantees	Security
Aggregate amount granted/provided during the year (including interest accrued)
- Others	207.26	-	-	-
Balance Outstanding as at balance sheet date in respect of above cases
- Others	207.26	-	-	-

(b) A ccording to the information and explanations given to us and based on the audit procedures performed by us, we are of opinion that the terms and conditions in relation to the grant of loans during the year, prima facie, are not prejudicial to the interest of the Company. The Company has not provided any guarantees, made investments, given security or granted any advances in the nature of loans during the year.

(c) A ccording to the information and explanations given to us and basis of our examination of the records of the Company, in the of the unsecured loans to companies, the principal and interest are either repayable on demand or their terms have been stipulated. As informed to us, the borrowers have been regular in repayment of principal and interest where due or as demanded by the Company, during the year.

(d) A ccording to the information and explanations given to us and on the basis of our examination of the records of the Company, is no overdue amount other than already provided for which is remaining outstanding for more than ninety days as at the balance sheet date in respect of loans given.

(e) A ccording to the information explanation provided to us, the loan granted by the Company has not fallen due during the

Hence, the requirements under paragraph 3(iii) (e) of the Order are not applicable to the Company.

(f ) A ccording to the information explanation provided to us, the Company has granted loans/advances in the nature of loans repayable on demand or without specifying any terms or period of repayment. The details of the same are as follows:

( Rs in lakhs)

Particulars	All Parties	Promoters*	Related Parties
Aggregate of loans / advances of loan
- Repayable on demand (A)	9,791.85	-	9,584.58
- Agreement does not specify any terms or period of repayment (B)	-	-	-
Total (A+B)	9,791.85	-	9,584.58
Percentage of loans/ advances in nature of loans to the total loans	78.58%	-	76.92%

*as defined in section 2 of the Companies Act, 2013.

iv. A ccording to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans, investments, guarantees and security made, as applicable. v. A ccording to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under.

vi. T he provisions of sub-Section (1) of Section 148 of the Act are not applicable to the Company as the Central Government of India has not specified the maintenance of cost records for the business activities carried out by the Company. Accordingly, the provisions stated in paragraph 3 (vi) of the Order are not applicable to the Company.

(vii) (a) A ccording to the information and explanations given to us and the records of the Company examined by us, in our undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, duty of customs, cess, and other statutory dues have generally been regularly deposited by the Company with appropriate authorities though there has been a slight delay in a few cases. The Companys operations during the year did not give rise to any liability for value added tax, sales tax, service tax and excise duty.

F urther, no undisputed statutory dues were in arrears, as at March 31, 2023 for a period of more than six months from the date became payable.

(b) A ccording to the information and explanation given to us and examination of records of the Company, details of statutory referred to in sub Clause (a) above which have not been deposited as on March 31, 2023 on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount Demanded (Rs In Lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax (Interest thereon not ascertainable at present)	10.86	AY 2017-18	Commissioner of Income-Tax (Appeals)
Income Tax Act, 1961	Income Tax (Interest thereon not ascertainable at present)	12.50	AY 2018-19	Commissioner of Income-Tax (Appeals)

viii. A ccording to the information and explanations given to us, there are no transactions which are not accounted in the account which have been surrendered or disclosed as income during the year in Tax Assessment of the Company. Also, there are no previously unrecorded income which has been now recorded in the books of account. Hence, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company

ix. (a) I n our opinion and according to the information and explanations given to us, the Company has not defaulted in of loans or borrowings or in payment of interest thereon to any lender.

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

(c) I n our opinion and according to the information explanation provided to us, money raised by way of term loans during the have been applied for the purpose for which they were raised.

(d) A ccording to the information and explanations given to us, and the procedures performed by us, and on an overall of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) A ccording to the information explanation given to us and on an overall examination of the standalone financial statements the Company, we report that the Company has not taken any funds from an any entity or person on account of or to meet the obligations of its subsidiaries or joint venture company.

(f ) A ccording to the information and explanations given to us and procedures performed by us, we report that the Company not raised loans during the year on the pledge of securities held in its subsidiaries or joint venture company. Hence, reporting under the paragraph 3(ix)(f ) of the Order is not applicable to the Company.

x. (a) I n our opinion and according to the information explanation given to us, the Company did not raise any money by public offer or further public offer (including debt instruments) during the year. Hence, the provisions stated in paragraph 3 (x) (a) of the Order are not applicable to the Company.

(b) A ccording to the information and explanations given to us and based on our examination of the records of the the Company has not made any preferential allotment or private placement of shares or fully, partly, or optionally convertible debentures during the year. Hence, the provisions stated in paragraph 3 (x)(b) of the Order are not applicable to the Company.

xi. (a) Based on 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 report that no material fraud by the Company nor on the Company has been noticed or reported during the course of our audit.

(b) We have not come across of any instance of material fraud by the Company or on the Company during the course of audit of the standalone financial statement for the year ended March 31, 2023, accordingly the provisions stated in paragraph 3(xi)(b) of the Order is not applicable to the Company.

( Ac) s represented to us by the Management, there are no whistle-blower complaints received by the Company during

xii. T he Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) (a) to (c) of the Order are not to the Company.

xiii. A ccording to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. xiv. (a) I n our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered internal audit reports of the Company issued till date, for the period under audit. xv. A ccording to the information and explanations given to us, in our opinion, during the year the Company has not entered into non-cash transactions with directors or persons connected with its directors and hence, provisions of Section 192 of the Act are not applicable to Company. xvi. (a) T he Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph 3 (xvi)(a) of the Order are not applicable to the Company. (b) T he Company has not conducted any Non-Banking Financial or Housing Finance activities without any valid Certificate of

Registration from Reserve Bank of India. Hence, the reporting under paragraph 3 (xvi)(b) of the Order are not applicable to the Company.

( Tc) he Company is not a Core investment Company (CIC) as defined in the regulations made by Reserve Bank of India. Hence, the reporting under paragraph 3 (xvi)(c) of the Order are not applicable to the Company.

( Td) he Group does not have more than one CIC as a part of its group. Hence, the provisions stated in paragraph 3 (xvi)(d) of the Order are not applicable to the Company. xvii. Based on the overall review of standalone financial statements, the Company has not incurred cash losses in the current financial year and in the immediately preceding financial year. Hence, the provisions stated in paragraph 3 (xvii) of the Order are not applicable to the Company. xviii. T here has been no resignation of the statutory auditors during the year. Hence, the provisions stated in paragraph 3 (xviii) of the

Order are not applicable to the Company. xix. A ccording to the information and explanations given to us and 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 standalone financial statements, our knowledge of the Board of Directors and management plans 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 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 ccording to the information and explanations given to us and based on our verification, the provisions of Section 135 of the Act are applicable to the Company. The Company has made the required contributions during the year and there are no unspent amounts which are required to be transferred either to a Fund or to a Special Account as per the provisions of Section 135 of the Act read with schedule VII. Accordingly, reporting under paragraph 3(xx)(a) and paragraph 3(xx)(b) of the Order is not applicable to the Company. xxi. T he reporting under paragraph 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said paragraph 3(xxi) has been included in the report.

	For MSKA & Associates
	Chartered Accountants
	ICAI Firms Registration No. 105047W
	Bhavik L. Shah
Place: Mumbai	Partner
Date: 30 May, 2023	Membership No. 122071
	UDIN: 23122071BGXNRV4339

Annexure C to the Independent Auditors Report

of Even Date on the Standalone Financial Statements March 31, 2023

[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements section of our Independent Auditors Report of even date to the Members of Prozone Realty Limited on the Standalone Financial Statements for the year ended March 31, 2023]

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

Opinion

We have audited the internal financial controls with reference to standalone financial statements of Prozone Realty 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.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2023, based on the internal control with reference to standalone 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 issued by the Institute of Chartered Accountants of India (ICAI) (the "Guidance Note").

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. 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 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 with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be 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 with reference to standalone financial statements 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 with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, 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 standalone 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 with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to Standalone Financial Statements

A Companys internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to standalone financial statements includes 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 standalone 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 (3) 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 standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements

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

	For MSKA & associates
	Chartered Accountants
	ICAI Firm Registration No. 105047W
	Bhavik L. Shah
Place: Mumbai	Partner
Date: 30 May, 2023	Membership No. 122071
	UDIN: 23122071BGXNRV4339