dlf ltd share price Auditors report


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 2023, 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 significant 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 2023, 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 Matter

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 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) regarding the consequential impact of ongoing arbitration and litigation at NCLT, Mumbai w.r.t. a Joint venture company and uncertainties relating recoverability of Companys net carrying value of loan in the aforesaid Joint venture. 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 matter. Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our

professional judgement, were of most significance in

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our audit of the standalone Ind AS financial statements for the financial year ended 31 March 2023. 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 28 to the consolidated Ind AS financial statements)

Our audit procedures included:

The Group applies Ind AS 115 "Revenue from contracts with customers” for recognition of revenue from real estate projects, which is being recognized at a point in time upon the Group satisfying its performance obligation and the customer obtaining control of the underlying asset. • Read the Groups revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115;
Considering application of Ind AS 115 involves significant judgment in identifying performance obligations and determining when control of the asset underlying the performance obligation is transferred to the customer, the same has been considered as key audit matter. • Obtained and understood revenue recognition process including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer;
• Read the legal opinion obtained by the Group 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 28 to the consolidated Ind AS financial statements in accordance with the requirements of Ind AS 115.
Claims, litigations and contingencies (as described in note 47 to the consolidated Ind AS financial statements)
The Group is having various ongoing litigations, court and other legal proceedings before tax and regulatory authorities and courts including indemnifications and commitments to a Joint Venture company which could have significant financial impact, if the potential exposure were to materialize. Our audit procedures included, amongst others:

• Understood managements process relating to the identification and impact analysis of claims, litigations contingencies (including commitment & indemnifications given to Joint Venture Company);

• Obtained confirmation letters from legal counsels and analysed their responses;
Management estimates the possible outflow of economic resources based on legal counsel opinion and available information on the legal status of the proceedings. • 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;
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. • Assessed managements assumptions and estimates related to disclosures of contingent liabilities in the financial statements.
Assessing the carrying value of Inventory and advance paid for land procurement (as included in note 10,11, 14 and 15 to the consolidated Ind AS financial statements) Our audit procedures included, amongst others:
The Groups inventory comprises of ongoing and completed real estate projects, unlaunched projects and development rights. As at 31 March 2023, the carrying values of inventories amounts to 1,936,122.50 lakhs. • Read and evaluated the accounting policies and disclosures made in the 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;
Further, the Group 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 Group, whereupon it is transferred to land stock under inventories. 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 Groups business plans in respect of such planned developments. • Tested the NRV of the inventories to its carrying value in books on sample basis;
Considering significance of the amount of carrying value of inventories in the financial statements and the involvement of significant estimation and judgement in such assessment of NRV, recoverability of land advances the same has been considered as key audit matter. • Where the management involved specialists to perform valuations, performed the following procedures:
• 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.
For land advance, 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 joint venture and associate entities (as described in note 8,10 and 16 to the consolidated Ind AS financial statements) Our procedures in assessing the managements judgement for the impairment assessment included, among others, the following:
The Group has significant investments (including loans) in its joint ventures and associate. As at 31 March 2023, the carrying values of Groups investment and loans in its joint ventures and associate entities amounts to 1,885,080.00 lakhs (net of impairment). The Group has also recorded an impairment provision of 41,441.60 lakhs against its investment and loans in joint ventures and associate. • Assessed the Groups 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
For investments and loans where impairment indicators exist, significant judgments are required to determine the key assumptions used in the valuation model and methodology, such as revenue growth, discount rates, etc. management for determining the fair value (recoverable amount) of its investments and loans given;
Considering the impairment assessment involves significant assumptions and judgement, the same has been considered as key audit matter. • Obtained and reviewed the management assessment w.r.t. impairment recorded relating to its investments and loans in a joint venture Company. Also assessed the disclosures made in this regard in note 8, 10 and 16 of the consolidated Ind AS financial statements;
• 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 consolidated Ind AS financial statements regarding such investments including loans.
Assessment of recoverability of deferred tax asset (as described in note 12 to the consolidated Ind AS financial statements) Our audit procedures included, amongst others:
As at 31 March 2023, the Group has recognized deferred tax assets of 135,575.77 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 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. • Tested the computation of the amounts recognized as deferred tax assets;
Considering, this involves significant judgement and estimates, the same has been considered as key audit matter. • 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;
• Assessed the disclosures on deferred tax included in Note 12 and Note 35 to the consolidated Ind AS financial statements.

Related party transactions (as described in note 46 to the consolidated Ind AS financial statements)

Our procedures/ testing included the following:
The Group has undertaken transactions with its related parties in the ordinary course of business at arms length. These include making new or additional investments; lending loans; sales and purchases to and from related parties, etc. as disclosed in note 46 to the consolidated Ind AS financial statements. • Obtained and read the Groups 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 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 2023. • 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 financial statements with the underlying supporting documents, on a sample basis.

Assessing the carrying value of Goodwill, Property, plant and equipment (PPE), Investment property (including investment properties under construction) (IP) and Capital work-in-progress (CWIP) (as described in note 4, 5 and 6 to

the Consolidated Ind AS financial statements)

Our procedures in assessing the carrying value (including impairment assessment) of the Goodwill, PPE, IP and CWIP included, among others, the following:
As at 31 March 2023, the carrying value of the Goodwill, PPE, IP and CWIP is 94,425.34 lakhs, 74,767.75 lakhs, 286,880.43 lakhs and 6,112.29 lakhs, respectively. • Read and evaluated the accounting policies with respect to Goodwill, PPE, IP and CWIP and impairment of non-financial assets;
Goodwill with indefinite useful life, acquired in a business combination is tested for impairment by the Group on a periodical basis. In performing such impairment assessment, Holding Companys management compared the carrying value of each of the identifiable cash generating units ("CGUs”) to which goodwill with indefinite useful life had been allocated with their respective value in use computed, to determine if any impairment loss should be recognized. • Evaluated Holding Companys managements identification of CGUs, the carrying value of each CGU and the methodology followed for the impairment assessment in compliance with the applicable Ind AS;
The Group reviews on a periodical basis whether there are any indicators of impairment assessment and if indicators exist, Group estimates the recoverable amount and compares them with carrying value of the asset. Significant judgements are required to determine the key assumptions used in determination of fair value/ value in use. • Assessed the Groups valuation methodology and assumptions based on current economic and market conditions applied in determining the recoverable amount, including valuation report used by the Group for determining the fair value (recoverable amount) of the goodwill, PPE, IP and CWIP;
Considering, the amounts involved and involvement of judgement and estimates, the same has been considered as key audit matter. • Involved experts to review the assumptions used by the management specialists;
• Compared the recoverable amount of the goodwill, PPE, IP and CWIP to the carrying value in books;
• Assessed the disclosures made in the Consolidated Ind AS financial statements for compliance with the relevant accounting standards requirements.
Accounting for lease rental income in respect of a Joint Venture Group (as described in Note 45(ii)(a) and (b) to the consolidated Ind AS financial statements) Our audit procedures, among others included the following:
Lease revenue is recognized in accordance with the terms of lease contracts over the lease term on a straight-line basis using a standard IT system. In respect of a Joint Venture Group has earned lease rental income amounting to 396,736.78 lakhs for the year ended 31 March 2023. • Evaluated the Groups accounting policy pertaining to revenue recognition in accordance with the applicable accounting standards i.e. Ind AS 116 "Leases”;
There is an inherent risk around the accuracy of the revenue recorded given the complexity of the IT system and impact of the terms of lease agreements to the revenue recognition. • Identified and tested controls, assisted by Information Technology (IT) specialists, over revenue recognition which focused on whether lease income was recorded over the lease term on a straight-line basis or other applicable basis as per the terms of the lease contract;
Also, there are certain lease arrangements where revenue recognition is not subject to straight-line basis depending on the nature of the lease arrangements and performance of the lease and are based on percentage of revenue (turnover) generated by the lessee (tenants). • Tested on a sample basis, contracts entered into with the customers along with any addendums thereto and assessed whether lease income recorded is as per the contract terms and addendums thereto having regard to the rental concessions offered to the tenants and identified any nonstandard lease clauses and assessed the accounting for rental income;
These warrant additional audit focus as this involves high level of management estimates and judgments and hence have an increased inherent risk of error due to the non-contractual nature of such transactions. • Assessed that lease rental income recorded through matching the data used in the revenue recognition to the approved lease agreements with the customers. For rent income received based on lessee turnover, tested controls and matched the working to the reports received from lessees;
• Reviewed the disclosures made in the financial statements of Joint Venture Group as per Ind AS 116.
Evaluation of going concern assumption of accounting in respect of a Joint Venture Group (as described in Note 45(ii)(a), (b) and 45(v) to the consolidated Ind AS financial statements) Our procedures in relation to evaluation of going concern assumption, among others, included the following:
In respect of a Joint Venture Group the evaluation of the appropriateness of going concern assumption for preparation of the financial statements as performed by the management of the Joint Venture Group is identified as a key audit matter because as at 31 March 2023, the Joint Venture Group has net current liabilities of 390,420.15 lakhs and borrowings from banks, financial institutions, related parties and debenture holders of 2,082,887.54 lakhs. • Obtained an understanding of the process followed by the management of the Joint Venture Group and evaluated the design and tested the operating effectiveness of internal controls over the Joint Venture Group managements assessment of going concern assumption, compliance with the debt covenants and preparation of the cash flow forecast, and assessment of the assumptions and inputs used in the model to estimate the future cash flows;
Considering the current financial position, the Joint Venture Group is dependent on having access to credit facilities as they are the key source of funding to finance its capital expenditure, working capital requirements as well as for general corporate purpose. • Tested the key inputs and assumptions adopted by the Joint Venture Group in preparation of the forecasted cash flows against historical performance, budgets and our understanding of the current changes to the Joint Venture Groups business and industry;
The Joint Venture Group has prepared future cash flow forecasts which involves judgement and estimation of key variables and market conditions including future economic conditions and the uncertainty around the future tenancy, rental and occupancy rates in respect of investment property owned by the Joint Venture Group. Given the nature of its business i.e. contracted long-term rental agreements having significant stability of cashflows and profitability, the Joint Venture Group is confident that the net cash inflows from operating activities in conjunction with the available line of credit and normal cyclical nature of working capital receipts and payments will provide sufficient liquidity to meet its financial obligation as it falls due. • Assessed the sensitivities and performed stress testing on the forecasted cash flows;
Hence, management of the Joint Venture Group has made an assessment of the Joint Venture Groups ability to continue as a Going Concern as required by Ind AS 1 "Presentation of Financial Statements” considering all the available information and has concluded that the going concern basis of preparation of financial statements of the Joint Venture Group is appropriate. • Examined the Joint Venture Groups funding arrangements and evaluated the financing terms and other covenants to assess Joint Venture Groups ability to renew its existing loans, obtain additional funding based on past trends, credit ratings, ability to generate cash flows and access to capital, if the need arises;
• Compared the details of the Joint Venture Groups long-term credit facilities to the supporting documentation; and
• Assessed the adequacy of disclosures made by the Joint Venture Group in its financial statements in this regard.

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. The message from Chairman, Directors report, Management discussion and analysis report and corporate governance report is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone Ind AS 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 Ind AS financial statements, our responsibility is to read the

other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the message from Chairman, Directors report, Management discussion and analysis report and corporate governance report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone 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 appropriatenessofmanagements 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 2023 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

DLF ANNUAL REPORT 2022 - 23

: Independent Auditors Report

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 336.15 lakhs for the year ended 31 March 2023 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 report(s) 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 profit of partnership firm (post tax) of 57.21 lakhs for the year ended 31 March 2023. 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 that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The 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 written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act except in respect of one of the directors who has since deceased, a written representation as to whether the companies in which he was a director as on 31 March 2023 have not defaulted in terms of Section 164(2) of the Act, is not available. In the absence of this representation, we are unable to comment whether such director is disqualified from being appointed as a director under sub-section (2) of Section 164 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 2023 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) 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, 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, 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. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. 1 April 2023, hence reporting under this clause is not applicable.

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/ E300005

per Vikas Mehra

Partner

New Delhi

Membership Number: 094421

12 May 2023

UDIN: 23094421BGYFTQ7207

DLF ANNUAL REPORT 2022 - 23 : Independent Auditors Report

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 immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in note 3 and note 4 to the standalone Ind AS financial statements included in property, plant and equipment and Investment Property are held in the name of the Company. One of the title deed of the immovable properties, in the nature of freehold land, as indicated below was acquired pursuant to Scheme of arrangement/ amalgamation approved by the Honble High Court of Punjab and Haryana, Chandigarh vide its order dated 28 July 2000, is not held in the name of the Company.

Description of Property

Gross

carrying

value

(Rs in lakhs)

Held in the name of Whether promoter, director or their relative or employee Date/ Period held since Reason for not being held in the name of Company

Freehold land

148.75 DLF Industries Limited No 28 July 2000 The land was transferred in favour of the Company pursuant to the scheme of amalgamation approved by Honble High Court of Punjab and Haryana, Chandigarh vide its order dated 28 July 2000.

(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 2023.

(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 2023 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 as follows:

(Rs in lakhs)

Particulars

Guarantees Security Loans Advances in nature of loans

Aggregate amount granted/ provided during the year

- Subsidiaries

- - 143,260.80 -

- Joint Ventures

- - 576.00 -

- Other Party

- - - -

Balance outstanding as at balance sheet date in respect of above cases*

- Subsidiaries

- - 98,620.81 -

- Joint Ventures

- - 47,127.73 -

- Other Party

- - - -

Represent balance of parties in respect of which any transaction was done during the year.

During the year, the Company has not provided loans, advances in the nature of loans, stood guarantee and provided security to firms, Limited Liability Partnerships or any other parties.

(iii) (b) During the year, the investments made and the terms and conditions of the grant of all loans and advances in the nature of loans to companies are not prejudicial to the Companys interest. During the year, the Company has not given any security or granted any loan to firms, Limited Liability Partnerships or any other parties. Further, the Company has not provided guarantee and given security during the year for subsidiaries, joint ventures and other parties.

(iii) (c) In respect to loans granted to Companies, the loans are repayable on demand. The repayment of loans demanded during the year have been received. For loans outstanding at the yearend that are repayable on demand, we have been informed by the Company that the Company has not demanded repayment of such loans during the year. The payment of interest for such loans is regular. For loans and advances in the nature of loan granted to

Companies and other parties, the repayment of principal and payment of interest has been duly stipulated in the loan agreement and the repayment or receipts are regular.

(iii) (d) There are no amounts of loans and advances in the nature of loans granted to companies, firms, or any other parties which are overdue for more than ninety days.

(iii) (e) There were no loans or advance in the nature of loan granted to companies or any other parties which was fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.

(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:

(Rs in lakhs)

All other Parties Promotors Related Parties

Aggregate amount of loans/ advances in the nature of loan

- Repayable on demand (A)

- - 143,836.80

- Agreement does not specify any terms or period of repayment (B)

- - -

Total (A)+(B)

- - 143,836.80

Percentage of loans/ advances in the nature of loan to the total loans

- - 100%

(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 (Rs.in lakhs) Paid under protest Amount in 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 84,483.88 1991-92, 1994-95 to 1999-2000, 2004-2005 to 2006-07 and 2011-12 Honble High Court of Delhi

Income Tax Act, 1961

Tax demand on account of various disallowances during the tax assessments 3,597.39 - 2012-13 to 2015-16 Honble High Court of Punjab and Haryana

Income Tax Act, 1961

Tax demand on account of various disallowances during the tax assessments 67,746.67 - 2012-13 to 2015-16 Income Tax Appellate Tribunal

Income Tax Act, 1961

Tax demand on account of various disallowances during the tax assessments 120,170.17 - 2015-16 to 2020-21 Commissioner of Income Tax (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 Additional Commissioner of VAT, Delhi

Uttar Pradesh Value Added Tax Act, 2008

Authority has enhanced the turnover by disallowing expenses 34.95 - 2016-17 Deputy

Commissioner VAT, Noida

Odisha Value Added Tax Act, 1999

Demand of VAT on leased transactions 263.69 - 2009-10 to 2013-14 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 Additional Commissioner (Appeals) Noida

Name of Statute

Nature of Statutory Due Amount of Demand in (Rs.in lakhs) Paid under protest Amount in (Rs.in lakhs) Period to which it relates Forum in which dispute is pending

West Bengal Value Added Tax Act, 2003

Demand of VAT on account of taxable turnover 16.15 - 2017-18 VAT Appellate Tribunal, West Bengal

Haryana General Sales Tax, 1973

Disallowance of refund 145.01 1997-98 to 1999-2000 Honble High Court, Punjab & Haryana

Odisha Value Added Tax Act, 1999

Demand of VAT on leased transactions 101.09 22.56 2014-15 to 2015-16 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 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 Additional Director General, DGCEI, New Delhi

Finance Act 1994

Non-payment of service tax on restaurant business 564.19 2015-16 and 2016-17 CESTAT - Chandigarh

Delhi Value Added Tax Act 2004

Demand on the basis of mismatch of Suppliers return and companys return details 8.87 2014-15 to 2016-17 Assistant Commissioner, Value Added Tax, Delhi

West Bengal Value Added Tax Act, 2003

Authority has enhanced the turnover by disallowing expenses and subcontractor payment deduction 144.44 2015-16 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 Assistant 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 139.24 - 2017-18 and 2018-19 Assistant Value Added Tax Officer, Delhi

Goods and Service Tax Act, 2017

Demand raised with respect to GST 2,509.08. - 2017-18 Honble High Court of Delhi

Goods and Service Tax Act, 2017

Demand of GST on account of Taxable Turnover 435.22 22.32 2017-18 Joint

Commissioner

(Appeals),

Bhubaneswar

Finance Act 1994

Demand raised w.r.t. cenvat credit availed 3,132.28 - 2016- 17 and

2017- 18 (till June 2017)

Commissioner, CGST, Gurugram

NDMC Act 1994

Property Tax 729.37 - 2008-09 New Delhi Municipal Council

Custom Act,1962

Classification & Assessment of Goods 791.52 25.87 2008-09 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.

DLF ANNUAL REPORT 2022 - 23

: Independent Auditors Report

(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 standalone Ind AS 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 Non-Banking 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 roviso to sub-section 5 of Section 135 of the Act. This matter has been disclosed in note 32(b) to the Standalone Ind AS financial statements.

(xx) (b) There are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance of provision of sub-section (6) of Section 135 of the Companies Act, 2013. This matter has been disclosed in note 32(b) to the standalone Ind AS financial statements.

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/ E300005

per Vikas Mehra

Partner

New Delhi

Membership Number: 094421

12 May 2023

UDIN: 23094421BGYFTQ7207

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 2023 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

DLF ANNUAL REPORT 2022 - 23

: Independent Auditors Report

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 2023, 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.

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/ E300005

per Vikas Mehra

Partner

New Delhi

Membership Number: 094421

12 May 2023

UDIN: 23094421BGYFTQ7207