Godrej Properties Ltd Auditor Reports

To the Members of Godrej Properties Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the standalone financial statements of Godrej Properties Limited (the "Company") which comprise the standalone balance sheet as at 31 March 2024, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash ƒows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information in which are incorporated returns from branches in Singapore, Qatar and Dubai (hereinafter referred to as "standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("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 a‹airs of the Company as at 31 March 2024, and its profit and other comprehensive loss, changes in equity and its cash ƒows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is su"cient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition

See Note 30 to the standalone financial statements

The Key audit matter	How the matter was addressed in our audit
The Companys most significant revenue streams involve sale of residential units, commercial units and plotted lands representing 78% of the total revenue from operations of the Company.	Our audit procedures included following:
	• Obtaining and understanding revenue recognition process including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer.
Revenue is recognised post transfer of control to customers for the consideration (transaction price) which the Company expects to receive in exchange for those units / lands. The trigger for revenue recognition is normally completion of the project or receipt of approvals on completion from relevant authorities, post which the contract with customer becomes non-cancellable.	• Evaluating the design and implementation and tested operating e‰ectiveness of key internal controls around approvals of contracts, milestone billing, intimation of receipt of occupation certificate, recording of project cost and controls over collection from customers .
The Company records revenue, over time till the actual possession to the customers, or on actual possession to the customers, as determined by the terms of contract with customers.	• Evaluating the accounting policies adopted by the Company for revenue recognition to check those are in line with the applicable accounting standards and their consistent application to the significant sales contracts.
Measurement of revenue recorded over time which is dependent on the estimates of the costs to complete	• Testing timeliness of revenue recognition by comparing individual sample sales transactions to underlying contracts.
Revenue recognition involves significant estimates related to measurement of costs to complete for the projects. Revenue from projects is recorded based on the Companys assessment of the work completed, costs incurred and accrued and the estimate of the balance costs to complete. Considering the significant estimate involved in measurement of revenue and risk of revenue being recognised in an incorrect period, we have considered measurement of revenue as a key audit matter.	• Conducting site visits during the year for selected projects to understand the scope, nature and progress of the projects.
	• Evaluating revenue overstatement by assessing Companys key judgments in interpreting contractual terms. Determining the point in time at which the control is transferred by evaluating Companys in-house legal interpretations of the underlying agreements i.e. when contract becomes non-cancellable.
	• Assessing the costs incurred and accrued to date on the balance sheet by examining underlying invoices and signed agreements on a sample basis. Assessing contract costs to check no costs of revenue nature are incorrectly recorded in the balance sheet.
	• Comparing, on a sample basis, revenue transactions recorded during the year with the underlying contracts, invoices raised on customers and collections in bank accounts. Also, checked the related revenue had been recognised in accordance with the Companys revenue recognition policies.
	• Comparing the costs to complete workings with the budgeted costs and inquiring for variance.
	• Sighting Companys internal approvals, on sample basis, for changes in budgeted costs along with the rationale for the changes.
	• Scrutinising the revenue journal entries raised throughout the reporting period and comparing details of a sample of these journals, which met certain risk-based criteria, with relevant underlying documentation.
	• Considering the adequacy of the disclosures in the standalone financial statements in respect of the judgments taken in recognising revenue for residential, commercial units and plotted lands units in accordance with Ind AS 115.
Investment in subsidiaries, joint ventures and an associate and loans to subsidiaries and joint ventures
(See Note 6, 7, 9, 18 to the standalone •nancial statements)
The Key audit matter	How the matter was addressed in our audit
The carrying amount of the investments in subsidiaries, joint ventures and an associate held at cost less impairment represents 9.75 % of the Companys total assets. The loans to subsidiaries and joint ventures represents 29.42 % of the Companys total assets.	Recoverability of investments in subsidiaries, joint ventures and an associate
	Our audit procedures included:
Recoverability of investments in subsidiaries, joint ventures and an associate	• Evaluating design and implementation and testing operating eˆectiveness of controls over the Companys process of impairment assessment and approval of forecasts.
The Companys investments in subsidiaries, joint ventures and an associate are carried at cost less any permanent diminution in value. The investments are assessed for impairment at each reporting date.	• Assessing the valuation methods used, •nancial position of the subsidiaries, joint ventures and an associate to identify excess of their net assets over their carrying amount of investment by the Company and assessing profit history of those subsidiaries, joint ventures and an associate.
The impairment assessment involves the use of estimates.
The identification of impairment event and the determination of an impairment charge also require the application of significant judgement by the Company. The judgement, in particular, is with respect to the timing and quantity and estimation of projected cash flows of the real estate projects in these underlying entities.
	• For the investments where the carrying amount exceeded the net asset value, understanding from the Company regarding the basis and assumptions used for the projected profitability.
In view of the significance of these investments and above, we consider valuation / impairment of investments in subsidiaries, joint ventures and an associate to be a key audit matter.	• Verifying the inputs used in the projected profitability.
	• Testing the assumptions and understanding the forecasted cash flows of subsidiaries, joint ventures and an associate based on our knowledge of the Company and the markets in which they operate.
Recoverability of loans given to subsidiaries and joint ventures
The Company has extended loans to joint ventures and subsidiaries.	• Assessing the comparability of the forecasts with historical information.
These are assessed for recoverability at each period end. Due to the nature of the business in the real estate industry, the Company is exposed to heightened risk in respect of the recoverability of the loans granted to the aforementioned parties. In addition to nature of business, there is also significant judgment involved as to the recoverability of the working capital and project speci•c loans which depends on property development projects being completed over the time period speci•ed in agreements.	• Analysing the possible indications of impairment and understanding Companys assessment of those indications.
	• Considering the adequacy of disclosures in respect of the investments in subsidiaries, joint ventures and an associate.
	Recoverability of loans to subsidiaries and joint ventures
	Our procedures included:
We have identi•ed measurement of loans to subsidiaries and joint ventures as key audit matter.	• Evaluating the design and implementation and testing operating eˆectiveness of key internal controls placed around the impairment assessment process of the recoverability of the loans.
	• Assessing the net worth of subsidiaries and joint ventures on the basis of latest available •nancial statements.
	• Assessing the controls for grant of new loans and sighting the Board approvals obtained. We have tested Companys assessment of the recoverability of the loans, which includes cash flow projections over the duration of the loans. These projections are based on underlying property development appraisals.
	• Tracing loans advanced / repaid during the year to bank statement.
	• Obtaining independent con•rmations to assess completeness and existence of loans given to subsidiaries and joint ventures as on 31 March 2024.

Other Information

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

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

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

Managements and Board of Directors Responsibilities for the Standalone Financial Statements

The Companys Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of a…airs, profit/ loss and other comprehensive income, changes in equity and cash ˆows 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating e…ectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 inˆuence the economic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sucient 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 e…ectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit 3ndings, including any significant de3ciencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

2 A. 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, and proper returns adequate for the purposes of our audit except for the matters stated in the paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 and that the backup of one accounting software which forms part of the books of account and other relevant ‘books and papers in electronic mode has not been kept on the servers physically located in India. c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash "ows dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act. e. On the basis of the written representations received from the directors as on 31 March 2024 and 1 April 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. f. the modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(A)(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating e—ectiveness of such controls, refer to our separate Report in "Annexure B".

B. 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, in our opinion and to the best of our information and according to the explanations given to us: a. The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its standalone financial statements - Refer Note 29 and 50 to the standalone financial statements. b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. d (i) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the Note 56 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 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.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 56 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 directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the 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 (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement. e. The Company has neither declared nor paid any dividend during the year. f. Based on our examination which included test checks, except for instances mentioned below, the Company has used accounting softwares for maintaining its books of accounts, which along with access management tool, as applicable, have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares: i. the feature of recording audit trail (edit log) facility was not enabled for changes performed by privileged users at the application level for the accounting software used for maintaining the books of account for the period from 1 April 2023 to 8 April 2023. ii. in the absence of an independent auditors report in relation to controls at a service organization for an accounting software used for maintaining the books of accounts relating to revenue, trade receivables and other related accounts, which is operated by a third-party software service provider, we are unable to comment whether audit trail feature for the said software was enabled at the database level and operated throughout the year for all relevant transactions recorded in the software.

Further, where audit trail (edit log) facility was enabled and operated throughout the year, we did not come across any instance of audit trail feature being tampered with during our course of audit.

C. With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate A"airs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

Annexure A to the Independent Auditors Report on the Standalone Financial Statements of Godrej Properties Limited for the year ended 31 March 2024

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment, Right-of-use Assets and Investment Properties.

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

(i) (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical veri„cation of its Property, Plant and Equipment by which all property, plant and equipment including investment properties are veri„ed in a phased manner over a period of three years. In accordance with this programme, certain property, plant and equipment were veri„ed during the year. In our opinion, this periodicity of physical veri„cation is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such veri„cation.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and the leases agreements are duly executed in favour of the lessee) disclosed in the standalone „nancial statements are held in the name of the Company. (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or 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, except stocks lying with third parties, has been physically veri„ed by the management during the year.For stocks lying with third parties at the year-end, written con„rmations have been obtained. In our opinion, the frequency of such veri„cation is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on veri„cation between the physical stocks and the book records that were more than 10% in the aggregate of each class of inventory

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of „ve crore rupees, in aggregate, from a bank on the basis of security of current assets. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been sanctioned any working capital limits from „nancial institutions. In our opinion, the quarterly returns or statements „led by the Company with such bank are in agreement with the books of account of the Company.

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has made investments in and granted loans, secured and unsecured, to companies, limited liability partnerships and other parties in respect of which requisite information is as below. The Company has not made investments and granted loans, secured or unsecured, to „rms during the year. The Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured to companies, „rms, limited liability partnership or any other parties during the year.

(a) Based on the audit procedures carried on by us and as per the information and explanations given to us the Company has provided loans to subsidiaries, joint ventures and other parties as below:

	Loans
Particulars
	(Rs in crores)
Aggregate amount during the year
Subsidiaries*	3,622.00
Joint ventures*	1,903.59
Associates*	-
Others	151.88
Balance outstanding as at balance sheet date
Subsidiaries*	5,610.05
Joint ventures*	2,601.82
Associates*	-
Others	139.78
.
*As per the Companies Act, 2013

According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments made during the year and the terms and conditions of the grant of loans during the year are prima facie, not prejudicial to the interest of the Company. The Company has not provided guarantee or security or advances in the nature of loans during the year.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of secured and unsecured loans given, in our opinion the repayment of principal and payment of interest has been stipulated which is either specific term or repayable on demand. The Company has not given any advance in the nature of loan to any party during the year Further, the repayment of principal and payment of interest has been stipulated which is either specific term or repayment on demand and the repayments or receipts have been regular as per term / demand during the year.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans given. Further, the Company has not given any advances in the nature of loans to any party during the year.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion following instances of loans falling due during the year were renewed or extended or settled by fresh loans:

Name of the parties	Aggregate amount of loans or advances in the nature of loans granted during the year (Rs in crores)	Aggregate overdue amount settled by renewal or extension or by fresh loans granted to same parties (Rs in crores)	Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
Akshay Sthapatya Private Limited	51.88	51.88	100%

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion the Company has not granted loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment except for the following loans to its Promoters and related parties as defined in clause (76) of section 2 of the Companies Act, 2013 ("the Act") :

	All Parties	Promoters	Related Parties
	(Rs in crores)		(INR in crores)
Aggregate of loans/advances in nature of loan
- Repayable on demand (A)	7,528.63	-	7,528.63
- Agreement does not specify any terms or period of Repayment (B)	-	-	-
Total (A+B)	7,528.63	-	7,528.63
Percentage of loans/advances in nature of loan to the total loans	90.15%	-	90.15%

(iv) According to the information and explanations given to us and on the basis of our examination of records of the Company, the Company has complied with the provisions of Section 185 of the Companies Act, 2013 ("the Act") with respect of loans provided by the Company. The Company has not given any guarantees or securities during the year to parties covered under Section 185 of the Act. The provisions of Section 186 of the Act in respect of the loans given, guarantees given or securities provided are not applicable to the Company, since it is covered as a company engaged in business of providing infrastructural facilities. The Company has complied with the provisions of Section 186 of the Act with respect to the investments made.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable. (vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Act in respect of its goods and services provided by it and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete.

(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since ešective 1 July 2017, these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues have been regularly deposited by the Company with the appropriate authorities.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in arrears as at 31 March 2024 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, statutory dues relating to Goods and Service Tax, Service Tax, Value Added Tax, Income-Tax or Cess which have not been deposited on account of any dispute are as follows:

Name of the statute	Nature of the dues	Amount (INR in crores)*	Period to which the amount relates	Forum where dispute is pending Remarks, if any
MVAT Act, 2002	Value Added Tax	3.30	FY 2008-09	The Joint Commissioner of Sales Tax (Appeals V), Mumbai
MVAT Act, 2002	Value Added Tax	0.04	FY 2011-12	The Joint Commissioner of Sales Tax (Appeals V), Mumbai
Finance Act, 1994	Service Tax	9.92	FY 2014-15 & FY 2015-16	CESTAT, Mumbai
Finance Act, 1994	Service Tax	0.45	Apr-2008 to Mar- 2012	CESTAT, Bangalore
Finance Act, 1994	Service Tax	4.39	Period Oct- 2010 to Mar- 2013	CESTAT, Bangalore
MVAT Act, 2002	Value Added Tax	4.47	FY 2007-08	The Joint Commissioner of Sales Tax (Appeals V), Mumbai
MVAT Act, 2002	Value Added Tax	4.92	FY 2009-10	The Joint Commissioner of Sales Tax (Appeals V), Mumbai
MVAT Act, 2002	Value Added Tax	0.99	FY 2010-11	The Join Commissioner of Sales Tax (Appeals V), Mumbai
Finance Act, 1994	Service Tax	5.53	FY 2016-17 & Apr-2017 to Jun- 2017	CESTAT, Mumbai
Finance Act, 1994	Service Tax	0.11	July2012 to March2016	CESTAT, Chandigarh
CGST Act, 2017	Goods and Service Tax	0.00	Jul-17	Commissioner Appeals
Finance Act, 1994	Service Tax	0.33	Period Oct14 to March16	CESTAT, Bangalore
CGST Act, 2017	Goods and Service Tax	0.21	FY 2017-18	Commissioner Appeals
Finance Act, 1994	Service Tax	5.82	FY 2012 - 2015	CESTAT, Mumbai
Income Tax Act, 1961	Income Tax	0.39	2006-07	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	Income Tax	0.04	2011-12	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	Income Tax	1.24	2013-14	Income Tax Appellate Tribunal
Income Tax Act, 1961	Income Tax	0.59	2014-15	Income Tax Appellate Tribunal
Income Tax Act, 1961	Income Tax	0.74	2015-16	Income Tax Appellate Tribunal
Income Tax Act, 1961	Income Tax	1.85	2017-18	Income Tax Appellate Tribunal
CGST Act, 2017	Goods and Service Tax	2.94	Jul 2017 to Mar 2020	Commissioner Appeals
CGST Act, 2017	Goods and Service Tax	6.39	2018-2019 to 2020-21	Commissioner (Appeals) Raigad, Mumbai
CGST Act, 2017	Goods and Service Tax	1.75	2018-19	Joint Commissioner (Appeals-II)

*Net of amount paid under protest INR 5.76 crores

(vii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. (ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans and borrowing or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or Šnancial institution or government or government authority. (c) In our opinion and according to the information and explanations given to us by the management, term loans including non-convertible debentures were applied for the purpose for which the loans were obtained, other than Rs 640.60 crores which remain unutilised as at 31 March 2024. The Company has temporarily invested such unutilised balance in mutual funds as at 31 March 2024.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on an overall examination of the standalone Šnancial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associate or joint ventures as deŠned under the Act.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies (as deŠned under the Act).

(x) (a) The Company has not raised any moneys by way of initial public o‘er or further public o‘er (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Further, in our opinion, in respect of private placement of equity shares of INR 100.14 crores made during the Šnancial year ended 31 March 2021, the Company has duly complied with the requirements of Section 42 of the Act. The balance proceeds from such issue of equity shares of INR 100.14 crores have been used during the year for the purposes for which the funds were raised.

(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been Šled by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of our audit procedures.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone Šnancial statements as required by the applicable accounting standards.

(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

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

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as deˆned in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable. (d) According to the information and explanations provided to us, the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have more than one CIC.

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

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

(xix) According to the information and explanations given to us and on the basis of the ˆnancial ratios, ageing and expected dates of realisation of ˆnancial assets and payment of ˆnancial liabilities, 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 the 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.

Also refer to the Other Information paragraph of our main audit report which explains that the other information comprising the information included in Directors report is expected to be made available to us after the date of this auditors report.

(xx) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

Annexure B to the Independent Auditors Report on the standalone financial statements of Godrej Properties Limited for the year ended 31 March 2024

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

(Referred to in paragraph 2(A)(g) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

Opinion

We have audited the internal •nancial controls with reference to •nancial statements of Godrej Properties Limited ("the Company") as of 31 March 2024 in conjunction with our audit of the standalone •nancial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal •nancial controls with reference to •nancial statements and such internal •nancial controls were operating e‰ectively as at 31 March 2024, based on the internal •nancial controls with reference to •nancial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note").

Managements and Board of Directors Responsibilities for Internal Financial Controls

The Companys Management and the Board of Directors are responsible for establishing and maintaining internal •nancial controls based on the internal •nancial controls with reference to •nancial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal •nancial controls that were operating e‰ectively for ensuring the orderly and e"cient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable •nancial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal •nancial controls with reference to •nancial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal •nancial controls with reference to •nancial statements. 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 •nancial controls with reference to •nancial statements were established and maintained and if such controls operated e‰ectively in all material respects.

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

We believe that the audit evidence we have obtained is su"cient and appropriate to provide a basis for our audit opinion on the Companys internal •nancial controls with reference to •nancial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

A companys internal •nancial controls with reference to •nancial statements is a process designed to provide reasonable assurance regarding the reliability of •nancial reporting and the preparation of •nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal •nancial controls with reference to •nancial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re—ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of •nancial 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 e‰ect on the •nancial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

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

	For B S R & Co. LLP
	Chartered Accountants
	Firms Registration No.:101248W/W-100022
	Mansi Pardiwalla
	Partner
Place: Mumbai	Membership No.: 108511
Date: May 03, 2024	ICAI UDIN:24108511BKEMWR6280