DLF Ltd Auditor Reports

To the Members of

DLF Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of DLF Limited (the Company), which comprise the Balance sheet as at 31 March 2024 the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, its profit including other comprehensive income its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as 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 Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the 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 is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Emphasis of Matters

i) We draw attention to Note no. 50(9)(i)(a), (b) and (c) to the standalone Ind AS financial statements of the Company, which describes the uncertainty relating to outcome of following lawsuits filed against the Company:

a) In a complaint filed against the Company relating to imposing unfair conditions on buyers, the Competition Commission of India (CCI) has imposed a penalty of 63,000.00 lakhs on the Company which was upheld by Competition Appellate Tribunal. The Company has filed an appeal which is currently pending with Honble Supreme Court of India and has deposited 63,000.00 lakhs as per direction of the Honble Supreme Court of India.

b) In a writ filed with Honble High Court of Punjab and Haryana, the Company and one of its subsidiary and a joint venture Company have received judgements cancelling the sale deeds of land/ removal of structure relating to two IT SEZ/ IT Park Projects in Gurgaon. The Company and the subsidiary companies filed Special Leave petitions (SLPs) challenging the orders which is currently pending with Honble Supreme Court of India. The Honble Supreme Court has admitted the matters and stayed the operation of the impugned judgements till further orders in both the cases.

c) Securities and Exchange Board of India (SEBI) in a complaint filed against the Company, imposed certain restrictions on the Company. The Company had received a favorable order against the appeal in said case from Securities Appellate Tribunal (SAT). SEBI, subsequently, has filed a statutory appeal which is currently pending before Honble Supreme Court. SEBI has also imposed penalties upon the Company, some of its directors, officers, its three subsidiaries and their directors which has been disposed off by SAT with a direction that these appeals will stand automatically revived upon disposal of civil appeal filed by SEBI against aforementioned SAT judgement.

Based on the advice of the external legal counsels, no adjustment has been considered in these Standalone Ind AS financial statements by the management in respect of above matters. Our opinion is not modified in respect of these matters.

(ii) We draw attention to Note no. 50(9)(i)(d) to the statement regarding ongoing dispute w.r.t a Joint Venture Company and uncertainties involved relating to outcome of legal disputes and consequential impact on recoverability of the Companys investment/ loan and adequacy of provision already recognised against such investment/ loan in the financial statements. Based on the advice of the external legal counsels, no further adjustment has been considered in these standalone Ind AS financial statement by the management in respect of above matter and the net carrying value of loan is considered to be recoverable. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended 31 March 2024. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

Key audit matters	How our audit addressed the key audit matter
Revenue recognition for real estate projects (as described in note 26 to the standalone Ind AS financial statements)	Our audit procedures included :
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 judgement 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 recognized;
	• Assessed the revenue related disclosures included in Note 26 to the standalone Ind AS financial statements in accordance with the requirements of Ind AS 115.
Claims, litigations and contingencies (as described in note 50 to the standalone Ind AS financial statements)	Our audit procedures included:
The Company is having various ongoing litigations, court and other legal proceedings before tax & regulatory authorities and courts, including indemnifications and commitments given to a joint venture company, which could have significant financial impact, if the potential exposure were to materialize.	• Understood managements process relating to the identification and impact analysis of claims, litigations and contingencies (including commitment & indemnifications given to Joint Venture Company);
Management estimates the possible outflow of economic resources based on legal counsel opinion and available information on the legal status of the proceedings.	• Obtained confirmation letters from legal counsels and analysed their responses;
Considering the determination by the management of whether, and how much, to provide and/ or disclose for such contingencies involves significant judgement and estimation, the same has been considered as key audit matter.	• Read the minutes of meetings of the Audit Committee and the Board of Directors of the Company related to noting of status of material litigations;
	• Assessed managements assumptions and estimates related to disclosures of contingent liabilities in the standalone Ind AS financial statements.
Assessing the carrying value of Inventory and advances paid for land procurement (as described in note 9, 10 and 13 to the standalone Ind AS financial statements)	Our audit procedures/ tested included, among others:
The Companys inventory comprises of ongoing and completed real estate projects, unlaunched projects and development rights. As at 31 March 2024, the carrying values of inventories amounts to 10,32,942.43 lakhs.	• Read and evaluated the accounting policies and disclosures made in the standalone Ind AS financial statements with respect to inventories;
The inventories are carried at the lower of the cost and net realizable value (NRV). The determination of the NRV involves estimates based on prevailing market conditions, current prices, and expected date of commencement and completion of the project, the estimated future selling price, cost to complete projects and selling costs.	• Understood and reviewed the managements process and methodology of using key assumptions for determination of NRV of the inventories;
Considering significance of the amount of carrying value of inventories in the standalone Ind AS financial statements and the involvement of significant estimation and judgement in such assessment of NRV, the same has been considered as key audit matter.	• Tested the NRV of the inventories to its carrying value in books on sample basis;
Further, the Company has made various advances and deposits to the seller/ intermediary towards purchase of land during the course of obtaining clear and marketable title, free from all encumbrances and transfer of legal title to the Company, whereupon it is transferred to land stock under inventories.	• Where the Company involved specialists to perform valuations, we also performed the following procedures:
With respect to land advance given, the net recoverable value is based on the managements estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project, estimation of sale prices and construction costs and Companys business plans in respect of such planned developments.	• Obtained and read the valuation report used by the management for determining the NRV;
	• Considered the independence, competence and objectivity of the specialist involved in determination of valuation; and
	• Involved experts to review the assumptions used by the management specialists.
	In respect of land advances, our audit procedures included the following:
	• Obtained status update from the management and verified the underlying documents for related developments;
	• Compared the acquisition cost of the underlying land with current market price in similar locations;
	• Evaluated the management assessment w.r.t. recoverability of those advances and changes if any, in the business plans relating to such advances.
Assessing impairment of Investments and loans in subsidiary, joint venture and associate entities (as described in note 6A and 8 to the standalone Ind AS financial statements)	Our procedures in assessing the managements judgement for the impairment assessment included, among others, the following:
The Company has significant investments and loans in its subsidiaries, joint ventures and associates. As at 31 March 2024, the carrying values of Companys investments and loans in its subsidiaries, joint ventures and associate entities amounts to 20,32,608.51 lakhs (net of impairment). The Company has also recorded an impairment provision of 2,359.22 lakhs against its investment and loans.	• Assessed the Companys valuation methodology applied in determining the recoverable amount of the investments and loans.
Management reviews regularly whether there are any indicators of impairment by reference to the requirements under Ind AS 36 Impairment of Assets.	• Obtained and read the valuation report used by the management for determining the fair value (recoverable amount) of its investments and loans given;
For investments and loans where impairment indicators exist, significant judgements are required to determine the key assumptions used in the valuation model and methodology, such as revenue growth, discount rates, etc.	• Obtained and reviewed the management assessment w.r.t. impairment recorded relating to its investments and loans;
Considering the impairment assessment involves significant assumptions and judgement, the same has been considered as key audit matter.	• Considered the independence, competence and objectivity of the management specialist involved in determination of valuation;
	• Tested the fair value of the investment and loans as mentioned in the valuation report to the carrying value in books;
	• Made inquiries with management to understand key drivers of the cash flow forecasts, discount rates, etc.;
	• Involved experts to review the assumptions used by the management specialists;
	• We reviewed the disclosures made in the standalone Ind AS financial statements regarding such investments and loans.
Assessment of recoverability of deferred tax asset (as described in note 11 to the standalone Ind AS financial statements)	Our audit procedures included, amongst others:
As at 31 March 2024, the Company has recognized deferred tax assets of 1,28,176.68 lakhs on deductible temporary differences and unused tax losses.	• Obtained an understanding of the process and tested the controls over recording of deferred tax and review of deferred tax at each reporting date;
Recognition of deferred tax assets to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward	• Tested the computation of the amounts recognized as deferred tax assets;
of unused tax losses can be utilized, involves significant management judgement and estimation given that it is based on assumptions such as the likely timing and level of future taxable profits which are affected by expected future market and economic conditions.	• Evaluated managements assumptions used to determine the probability that deferred tax assets recognized in the balance sheet will be recovered through taxable income in future years, by comparing them against profit trends and future business plans;
Considering, this involves significant judgement and estimates, the same has been considered as key audit matter.	• Assessed the disclosures on deferred tax included in Note 11 to the standalone Ind AS financial statements.
Related party transactions (as described in note 45 to the standalone Ind AS financial statements)	Our procedures/ testing included the following:
The Company has undertaken transactions with its related parties in the ordinary course of business at arms length. These include making new or additional investments in its subsidiaries; lending loans to related parties; sales and purchases to and from related parties, etc. as disclosed in note 45 to the standalone Ind AS financial statements.	• Obtained and read the Companys policies, processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosure of related party transactions;
We identified the accuracy and completeness of the related party transactions and its disclosure as set out in respective notes to the standalone Ind AS financial statements as a key audit matter due to the significance of transactions with related parties and regulatory compliances thereon, during the year ended 31 March 2024.	• Read minutes of shareholders meetings, board meetings and minutes of meetings of those charged with governance in connection with Companys assessment of related party transactions being in the ordinary course of business at arms length;
	• Tested, related party transactions with the underlying contracts, confirmation letters and other supporting documents;
	• Agreed the related party information disclosed in the standalone Ind AS financial statements with the underlying supporting documents, on a sample basis.

Information Other than the Standalone Ind AS Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the message from Chairman, Directors report, Management discussion and analysis report and corporate governance report, but does not include the standalone Ind AS financial statements and our auditors report thereon.

Our opinion on the standalone Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.

Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 judgements and estimates that are reasonable and prudent; and the 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 Ind AS 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 Ind AS 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.

Those charged with governance are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 Ind AS financial statements.

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

• Identify and assess the risks of material misstatement of the standalone Ind AS 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 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 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 Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended 31 March 2024 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 Matter

We did not audit the financial statements and other financial information, in respect of one partnership firm whose financial statements include Companys share of profit (post tax) of 32.59 lakhs for the year ended 31 March 2024 included in accompanying standalone Ind AS financial statements. These standalone Ind AS financial statements and other financial information of the said partnership firm have been audited by other auditor, whose financial statements, other financial information and auditors reports have been furnished to us by the management. Our opinion on the standalone Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of this partnership firm and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid partnership firm, is based solely on the reports of such other auditors. Our opinion is not modified in respect of this matter.

The accompanying standalone Ind AS financial statements include unaudited financial statements and other unaudited financial information as regards Companys share in (loss) of partnership firm (post tax) of (356.15) lakhs for the year ended 31 March 2024. These unaudited financial statements and other unaudited financial information has been furnished to us by the management. Our opinion, in so far as it relates to Companys share of profit included in respect of the partnership firm, is based solely on the on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Company.

Our opinion above on the standalone Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditor and the financial statements and other financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As 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, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of the Partnership firm, as noted in the Other Matter paragraph we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2(j)(vi) below on reporting under Rule 11(g).

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

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

(e) The matter described in Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of the written representations received from the directors as on 31 March 2024 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;

(g) With respect to the adequacy of the internal financial controls with reference to standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in Annexure 2 to this report;

(h) In our opinion, the managerial remuneration for the year ended 31 March 2024 has been paid/ provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;

(i) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above;

(j) 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 Ind AS financial statements - Refer Note 50 to the standalone Ind AS financial statements;

ii. The Company did not have any longterm 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, as disclosed in the note 41 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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, as disclosed in the note 41 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend. As stated in note 39 to the standalone Ind AS financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on our examination which included test checks, and as explained in note 58 to the standalone financial statements, the Company, has used an accounting software which is operated by a third-party software service provider, for maintaining its books of account. In the absence of Service Organisation Controls report (SOC1 type 2 report), we are unable to comment on whether audit trail feature is maintained by the Company in compliance with the requirement of Rule 11(g) of Companies (Audit and Auditors) Rule, 2014

Annexure 1 referred to in paragraph under the heading Report on Other Legal and Regulatory Requirements of our report of even date

Re: DLF Limited (the Company).

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 state that:

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of the property, plant and equipment.

(i) (a) (B) The Company has maintained proper records showing full particulars of intangible assets. (i) (b) All property, plant and equipment have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(i) (c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.

(i) (d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended 31 March 2024.

(i) (e) There are no proceedings initiated or are pending against the Company for holding

any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The inventory has been physically verified by the management during the year except for inventories represented by the development rights. In our opinion, the frequency of verification by the management is reasonable and the coverage and procedure for such verification is appropriate. Inventories represented by the development rights have been confirmed on the basis of custodian certificate of land obtained by the management as at 31 March 2024 and no material discrepancies were noticed on such physical verification and confirmations.

(ii) (b) As disclosed in note 23 to the standalone

Ind AS financial statements, the Company has been sanctioned working capital limits in excess of five crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the standalone Ind AS financial statements, where the statements are filed by the Company with such banks are in agreement with the books of accounts of the Company.

(iii) (a) During the year, the Company has provided loans, advances in the nature of loans, stood guarantee and provided security to companies, firms and other parties as follows:

Particulars	Guarantees	Security	Loans	Advances in nature of loans
Aggregate amount granted/ provided during the year
- Subsidiaries/ Partnership firms	65,775.00	-	1,74,797.00	-
- Joint Ventures	-	1,10,000.00	-	-
- Others	-	-	525.00	-
Balance outstanding as at balance sheet date in respect of above cases*
- Subsidiaries/ Partnership firms	1,06,362.00	-	67,924.49	-
- Joint Ventures	-	2,25,000.00	-	-
- Others	-	-	58,623.74	-

(iii) (b) During the year, the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans, investment, guarantees and security to companies, firms and other parties are not prejudicial to the Companys interest.

(iii) (c) In respect to loans granted to Companies and firms, the loans are repayable on demand. The repayment of loans demanded during the year have been received. For loans outstanding at the year-end that are repayable on demand, we have been informed by the management of the Company that it has not demanded repayment of such loans during the year. The payment of interest for such loans is regular. However, in respect of following loan granted to a Company and one other party, where repayment terms including payment of interest has been stipulated or demanded, repayment of principal and payment of interest are not regular:

Name of the Entity/ Person	Amount (in lakhs)	Due date	Date of payment	Extent of delay	Remarks, if any
Twenty Five Downtown Realty Limited (formerly known as Joyous Housing Limited)*	56,211.00	23 Feb. 2023	Not paid	403	The Company has initiated legal proceedings for recovery of such loan including interest. (Refer Note 50(9)(i)(d) to the standalone Ind AS Financial Statements).
Mohit Gujral	500.00	31 March 2024	Not yet paid	1	The repayment date has been extended to 31 March 2025.

(iii) (d) The following amounts are overdue for more than ninety days from companies to whom loan has been granted during the

year, and reasonable steps have been taken by the Company for recovery of the overdue amount of principal and interest.

Number of Cases	Principal Amount Overdue	Interest Overdue	Total Overdue	Remarks, if any
1	49,704.06	4,888.72	54,592.78	The Company has initiated legal proceedings for recovery of such loan including interest.

(iii) (e) The Company had granted loans to one of the party which had fallen due as at the balance sheet date. Subsequent to the balance sheet date, the Company had renewed/ extended the loans to the said party to settle the dues which had fallen due for the existing loans as at 31 March 2024. The aggregate amount of such dues renewed/ extended loans and the percentage of the aggregate to the total loans or advances in the nature of loans granted during the year are as follows:

Name of Parties	Aggregate amount of loans or advances in the nature of loans granted during the year	Aggregate overdue amount settled by renewal or extension or by fresh loans granted to same parties	Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
Total Loan Granted during the year	1,75,322.00	-	-
Loan to Mohit Gujral	-	500.00	0.29%

(iii) (f) As disclosed in note 8 to the standalone Ind AS financial statements, during the year, 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 to Companies. Of these following are the details of the aggregate amount of loans or advances in the nature of loans granted to the related parties as defined in clause (76) of Section 2 of the Companies Act, 2013:

	All other Parties	Promoters	Related Parties
Aggregate amount of loans/ advances in the nature of loan
- Repayable on demand (A)	-	-	1,74,797.00
- Agreement does not specify any terms or period of repayment (B)	-	-	-
Total (A)+(B)	-	-	1,74,797.00
Percentage of loans/ advances in the nature of loan to the total loans	-	-	99.70%

(iv) Loans, investments, guarantees and security in respect of which provisions of Sections 185 and 186 of the Companies Act, 2013 are applicable have been complied with by the Company.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

(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 Section 148(1) of the Companies Act, 2013, related to construction industry, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including goods and services tax, provident fund, income-tax, duty of custom, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. The provisions relating to employees state insurance, sales tax, service tax and duty of excise are not applicable to the Company. According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(vii) (b) The dues of goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, Value added tax, cess and other statutory dues have not been deposited on account of any dispute, are as follows:

Name of Statute	Nature of Statutory Due	Amount of Demand ( in lakhs)	Paid under protest Amount ( in lakhs)	Period to which it relates	Forum in which dispute is pending
Income Tax Act, 1961	Tax demand on account of various disallowances during the tax assessments	84,388.86	1,306.88	1991-92, 1994-95 to 1999-2000, 2004-2005 to 2006-07 and 2011-12	The Honble High Court of Delhi
Income Tax Act, 1961	Tax demand on account of various disallowances during the tax assessments	2,898.70	-	2013-14 to 2016-17	The Honble High Court of Punjab and Haryana
Income Tax Act, 1961	Tax demand on account of various disallowances during the tax assessments	80,047.20	32,329.67	2017-18, 2019-20 & 2020-21	The Income Tax Appellate Tribunal
Income Tax Act, 1961	Tax demand on account of various disallowances during the tax assessments	14,890.12		2016-17 to 2017-18	The Commissioner of Income Taxes (Appeals)
Delhi Value Added Tax Act, 2004	Demand on the basis of mismatch of Suppliers return and companys return details	111.07	-	2012-13 and 2013-14	The Additional Commissioner of VAT, Delhi
Uttar Pradesh Value Added Tax Act, 2008	Authority has enhanced the turnover by disallowing expenses	34.95		2016-17	The Deputy Commissioner VAT, Noida
Odisha Value Added Tax Act, 1999	Demand of VAT on leased transactions	263.69	-	2009-10 to 2013-14	The Honble High Court of Odisha
Uttar Pradesh Value Added Tax Act, 2008	Demand of VAT on account of taxable turnover	11.10	5.55	2013-14	The Additional Commissioner (Appeals), Noida
Haryana General Sales Tax, 1973	Disallowance of refund	145.01	-	1997-98 to 1999-2000	The Honble High Court, Punjab & Haryana
Odisha Value Added Tax Act, 1999	Demand of VAT on leased transactions	101.09	22.55	2014-15 to 2015-16	The VAT Appellate Tribunal, Odisha
The Finance Act, 2004 and Service tax rules	Demand of service tax on transfer of development rights	4,991.50	850.00	2012-13 to 2014-15	The Honble Supreme Court of India
The Finance Act, 2004 and Service tax rules	Disallowance of Input tax Credit	5,299.69		2007-08 to 2009-10	The Honble Supreme Court of India
The Finance Act, 2004 and Service tax rules	Demand of Service tax on Development Rights.	1,697.01		2015-16	The Commissioner, Central Goods & Services Tax, Gurugram, Haryana
Finance Act, 1994	Non-payment of service tax on restaurant business	564.19	-	2015-16 and 2016-17	The CESTAT, Chandigarh
Finance Act, 1994	Demand raised w.r.t. CENVAT credit availed	3,132.28	-	2016- 17 and 2017- 18 (till June 2017)	The Commissioner, CGST, Gurugram
Delhi Value Added Tax Act, 2004	Demand on the basis of mismatch of Suppliers return and companys return details	9.02		2014-15 to 2016-17	The Assistant Commissioner, Value Added Tax/ Special Objection Hearing Authority (SOHA), Delhi
West Bengal Value Added Tax Act, 2003	Authority has enhanced the turnover by disallowing expenses and subcontractor payment deduction	144.44		2015-16	The Joint Commissioner VAT, West Bengal, Kolkata
Delhi Value Added Tax Act 2004 and CST, Delhi	Demand raised on account of addition of turnover	2,058.76	-	2016-17 and 2017-18	The Assistant Value Added Tax Officer, Delhi
Goods and Service Tax Act, 2017	Non-adjustment of ITC Credit	941.77	-	2017-18	The Honble High Court, Punjab & Haryana
Goods and Service Tax Act, 2017	Non-adjustment of ITC Credit	17.06	-	2017-18	The Assistant Commissioner, Jalandhar
Goods and Service Tax Act, 2017	Demand on account of ITC mismatch from 2A and demand of interest thereon.	737.49	30.04	2017-18	The Additional Commissioner (Appeals), Greater Noida
Goods and Service Tax Act, 2017	Demand on account of ITC mismatch from 2A	1.95	0.06	2017-18	The Joint Commissioner, Kolkata
Goods and Service Tax Act, 2017	Demand on account of ITC mismatch from 2A	63.74	3.53	2017-18	The Appellate Deputy Commissioner (ST), GST Appeal, Chennai
Goods and Service Tax Act, 2017	Demand on account of reversal of common ITC on exempt turnover	182.22		2017-18	The Additional Value Added Tax Officer, Delhi
Goods and Service Tax Act, 2017	Demand raised on account of Mis-match of Input tax credit between GSTR 3B vs. GSTR 2A and reversal on exempted turnover	4.61		2018-19	The Additional Value Added Tax Officer, Delhi
Goods and Service Tax Act, 2017	Demand raised with respect to GST	2,509.08	-	2017-18	The Honble High Court of Delhi
Goods and Service Tax Act, 2017	Demand of GST on account of Taxable Turnover	435.22	44.64	2017-18	The Joint Commissioner (Appeals), Bhubaneswar
Goods and Service Tax Act, 2017	Demand of GST on account of certain services and disallowance of input credit	58.88		2018-19	The Company is in process of filing appeal with Appellate Authority, Odisha
NDMC Act, 1994	Property Tax	10,806.52	-	2012- 2024	The Honble High Court of Delhi
NDMC Act, 1994	Property Tax	729.37	-	2008-09	The New Delhi Municipal Council
Custom Act,1962	Classification & Assessment of Goods	908.07	25.87	2008-09	The Commissioner (Appeals), Kandla

(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(ix) (b) The Company has not been declared wilful defaulter by any bank or financial institution or Government or any Government authority.

(ix) (c) Term loans were applied for the purpose for which the loans were obtained.

(ix) (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.

(ix) (e) 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, associates or joint ventures.

(ix) (f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Hence, the requirement to report on clause 3(ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial public offer/ further public offer (including debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(x) (b) The Company has not made any preferential

allotment or private placement of shares/ fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) No fraud by the Company or no fraud on the Company has been noticed or reported during the year.

(xi) (b) During the year, no report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the cost auditor/ secretarial auditor or by us in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rule, 2014 with the Central Government.

(xi) (c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) (a) The Company is not a nidhi company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a) of the Order is not applicable to the Company.

(xii) (b) The Company is not a nidhi company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(b) of the Order is not applicable to the Company.

(xii) (c) The Company is not a nidhi company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(c) of the Order is not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with Sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the standalone Ind AS financial statements, as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.

(xiv) (b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) (a) The provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause 3(xvi)(a) of the Order is not applicable to the Company.

(xvi) (b) The Company is not engaged in any NonBanking Financial or Housing Finance activities. Accordingly, the requirement to report on clause 3(xvi)(b) of the Order is not applicable to the Company.

(xvi) (c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.

(xvi) (d) The Group does not have more than one CIC as part of the Group, hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

(xvii) The Company has not incurred cash losses in the current year and in the immediately preceding financial year, respectively.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

(xix) On the basis of the financial ratios disclosed in note 40 to the standalone Ind AS financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the 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) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act, 2013 (the Act), in compliance with second proviso to sub-section 5 of Section 135 of the Act. This matter has been disclosed in note 33(b) to the Standalone Ind AS financial statements.

(xx) (b) All amounts that are unspent under section (5) of Section 135 of Companies Act, pursuant to any ongoing project, has been transferred to special account in compliance of with provisions of sub-section (6) of Section 135 of the said Act. This matter has been disclosed in note 33(b) to the financial statements.

Annexure 2 to the Independent Auditors report of even date on the Standalone Ind AS financial statements of DLF Limited

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)

We have audited the internal financial controls with reference to standalone Ind AS financial statements of DLF Limited (the Company) as of 31 March 2024 in conjunction with our audit of the standalone Ind AS 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 Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to these standalone Ind AS financial statements 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) and the Standards on Auditing, as specified under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by 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 these standalone Ind AS 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 these standalone Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone Ind AS financial statements included obtaining an understanding of internal financial controls with reference to these standalone Ind AS 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 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 these standalone Ind AS financial statements.

Meaning of Internal Financial Controls With Reference to these Standalone Ind AS Financial Statements

A companys internal financial controls with reference to standalone Ind AS 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 standalone Ind AS 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 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 Standalone Ind AS Financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone Ind AS 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 Ind AS financial statements to future periods are subject to the risk that the internal financial control with reference to standalone Ind AS financial statements 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, adequate internal financial controls with reference to standalone Ind AS financial statements and such internal financial controls with reference to standalone Ind AS financial statements were operating effectively as at 31 March 2024, 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 issued by the ICAI.