Poddar Housing & Development Ltd Auditor Reports

TO

THE MEMBERS OF

PODDAR HOUSING AND DEVELOPMENT LIMITED

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone Ind AS financial statements of PODDAR HOUSING AND DEVELOPMENT LTD. ("the Company"), which comprise the standalone Balance Sheet as at 31st March 2024, the standalone Statement of Profit and Loss (including Other Comprehensive Income), standalone Statement of Cash Flow and standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘‘Ind 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 Ind AS financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian

Accounting Standards (‘Ind AS?) specified under section133 of the Act, of the state of affairs of the Company as at 31st March 2024, and its losses including other comprehensive losses, its cash flows and the changes equity for the year ended on that date.

BASIS OF OPINION

WeconductedourauditinaccordancewiththeStandards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor?s 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 and certified declaration by the management we have obtained is sufficient and reasonably appropriate to provide a basis for our opinion on the standalone financial statements.

EMPHASIS OF MATTER

We wish to draw your attention to Note No 33(i) specifying NCLT case details wherein Indiabulls Housing Finance Limited has filed a petition against Poddar Housing and Development Limited dated 25th June, 2024 having Filing No. 2709138062072024, Registration No. C.P.(IB)/721/MB/2024 & STCI Finance Ltd. has filed petition against Poddar Housing and Development Limited dated 13th February, 2024 having Filing No. 2709138017202024 , Registration No. C.P.(IB)/109/MB/2024. We refer to the Note No. 37 (i) of the standalone Financial Statements wherein the company has asked for extension in presenting the financial statements and holding AGM for the year ended 31st March 2024 for various reasons. We refer to Note 19, wherein the Company?s debentures are due for redemption as on 11th Feb. 2025 for Rs. 15,000 Lakhs which the company have not paid till the date of signing the report. Also refer Note No.19, wherein the Company?s Term loans from HDFC Bank, Aditya Birla Finance Corporation and STCI are due but not paid and hence they are also regrouped from Non-Current borrowings to Current borrowings.

We refer to Note 37(ii), wherein the company?s loan with IndiaBulls Housing Finance Limited of Rs 5,500 Lakhs (principal), accrued interest of Rs. 185.94 Lakhs & default interest of Rs. 175.90 Lakhs having maturity on 5th November, 2025 was settled by sale of mortgaged property valued at Rs. 5,610 Lakhs. The India Bulls has demanded balance of Rs. 454 Lakhs which is being contested by the Company. The outstanding demand is accounted for in the books and remains outstanding as on 31st March, 2024.

We refer to Note 23 wherein the company has defaulted on TDS liability to a tune of Rs.319 Lakhs due as on 31st March, 2024 and Provident Fund, PT, ESIC and Maharashtra Labour Welfare Fund totalling to Rs. 5.05 Lakhs as on 31st March, 2024. Except for TDS all other statutory dues have been paid as on date of signing of this report.

We refer to Note 22, wherein Non-payment of employee salaries including payment of left / resigned employees was observed during the audit period which are specified below:

Particulars	Amount due as on 31st March, 2024
Salary Payable (including Full & Final Payment of left employees)	202.08
Gratuity Payable for left employees remaining unpaid	11.26
Total	213.34

We would like to draw your attention to various term loans and their outstanding as on 31st March, 2024:

Poddar Housing and Development Limited Debt Outstanding as on 31st March, 2024

Lender	Principal	Interest	Total
STCI	5,960	437	6,397
HDFC LTD	3,797	290	4,087
Aditya Birla LAP	901	98	999
Aditya Birla Badlapur	1,135	52	1,187
HDFC Capital NCD	15,000	12,025	27,025
Venkatesh Investment and Trading Company	2,500	877	3,377
IndiaBulls Housing Finance	454	-	454
Total	29,747	13,779	43,526

However as on 31st March 2024, the Company has assessed its financial position, including expected realization of assets and payment of liabilities including borrowings, and believes that sufficient funds will be available to pay-off the liabilities through availability of land bank and projects under work in progress to meet its financial obligations in at least 12 months from the signing of this report.

Our opinion on the statement is not modified in respect of matters stated above.

KEY AUDIT MATTERS

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

We have determined the matters described below to be the key audit matters to be communicated in our report:

Key audit matter	How our audit addressed the key audit matter
Evaluation of Going concern assumption of accounting (as described in note 37 (iii)) of the standalone Ind AS financial statements)	Our procedures in relation to evaluation of going concern included the following:
The evaluation of the appropriateness of adoption of going concern assumption for preparation of these financial statements performed by the management of the Company is identified as a key audit matter because as at March 31, 2024, the Company had net current assets of Rs (2506) Lakhs. The Company has prepared future cash flow forecasts which involves judgement and estimation of key variables and market conditions including future economic conditions on account of recoverability of market conditions, global factors and the prospects of the micro markets in which the company has projects and land bank.	Obtained an understanding of the process followed by the management and tested the internal controls over the liquidity assessment, compliance with the debt covenants and preparation of the cash flow forecast, and validation of the assumptions and inputs used in the model to estimate the future cash flows.
	Tested the inputs and assumptions used by the management in the cash flowforecast against historical performance, budgets, economic and industry indicators, publicly available information, the Company?s strategic plans and benchmarking of key market related conditions.
The Company is confident that the net cash inflows from operating activities / selling off land bank / ongoing projects in conjunction with the available line of credit and normal cyclical nature of working capital receipts and payment will provide sufficient liquidity to meet its financial obligation as they fall due in the following twelve months. Hence, these financial statements have been prepared adopting the going concern assumption.	Assessing the key assumptions including those pertaining to revenue and the timing of significant payments in the cash flow forecast.
	Performed sensitivity analysis on key assumptions like market price of existing land bank and future potential of existing projects to determine their impact on the projections of future cash flows from land sale / ongoing projects sales and also on any possible cash outgo for repayment of existing debt.
	Compared the details of the company?s long-term credit facilities to the supporting documentation.
	Assessed the disclosures made by the Company in this regard.
Compliance with SA 505 External Confirmations	As part of our audit procedures, we sought to obtain external confirmations for certain balances and transactions, as required by auditing standards.
	Despite multiple attempts and the use of alternative procedures where feasible, we were unable to obtain the necessary external confirmations.
	All other reasonable alternatives to gather sufficient appropriate audit evidence in this regard were exhausted without success. This matter was of most significance in our audit due to its potential impact on our ability to obtain audit evidence and form an opinion on the financial statements.
Compliance with SA 230 – Audit Documentation	In accordance with SA 230, we had requested bank loan statements till the date of signing of the report which were not received for the following debts:
	1. STCI
	2. HDFC Ltd.
	3. Aditya Birla (LAP)
	4. Aditya Birla (Badlapur)
	5. HDFC Capital Non-Convertible Debentures
	6. Venkatesh Investment and Trading Company
	Alternative audit procedures were performed and appropriately recorded to obtain sufficient and appropriate audit evidence. All efforts and conclusions have been duly documented as part of the audit file.
As per SA 540, the interest payable on outstanding loans was evaluated based on management?s calculations and loan terms, due to the absence of lender confirmations.	The Company has outstanding loans for which bank loan statements were not provided during the audit due to default in loan repayments. As a result, we were unable to obtain direct confirmation of loan balances and interest details from the lenders. So the audit evidence obtained is less reliable due to absence of lenders confirmation & heavy reliance is made on Managements estimates and representations. In accordance with our audit procedures, we verified the calculated interest payable based on the terms of the loan agreements available and corroborated this calculation with management which was subsequently certified by the management.

INFORMATIONOTHERTHANTHESTANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Company?s Board of Directors is responsible for the other information. The other information comprises the information included in the Board?s Report including Annexures to Board?s Report, Management Discussion and Analysis, Corporate Governance and Shareholder?s Information and Business Responsibility Report, but does not include the standalone financial statements and our auditor?s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

MANAGEMENT?S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company?s Board of Directors is responsible for the matters stated in section 134(5) of the Act and as outlined in SA 200 with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs(financial profit or loss (financial performance including other comprehensive income), changes in equity and cash flows principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. We note that there was a delay in preparing the financial statements by the Management, which affected the timely commencement of our audit procedures.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors are also responsible for overseeing the Company?s financial reporting process

AUDITOR?S RESPONSIBILITY

Our objectives are to obtain reasonable assurance about whether the standalone financial statement as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor?s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

- Identifyandassesstherisksofmaterialmisstatement position), of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain of the Company in accordance with the accounting 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.

- Obtainanunderstandingofinternalcontrolrelevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies usedandthereasonablenessofaccountingestimates and related disclosures made by management.

- Conclude on the appropriateness of management?s 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

Company?s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor?s 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 auditor?s 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant including any significant 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 auditor?s 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 (Auditor?s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A", a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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 purpose 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 other comprehensive income), Cash Flow Statement and the 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 Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations receivedauditfindings, from the directors as on 31st March 2024, deficienciesininternalcontrol taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2024, from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

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

h) With respect to the other matters to be included in the Auditor?s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on the financial position in the standalone Ind AS financial statements - refer Note 33 to the standalone financial statements;

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

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

iv. a. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity, 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") any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b. The Management has represented to the best of its knowledge & belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity, 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;

c. 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 or provide sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. v. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

Annexure – A to the Auditor?s Report

The Annexure referred to in Paragraph 1 of the Auditors Report of Even date to the Members of PODDAR HOUSING AND DEVELOPMENT LTD.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

i. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment;

b. The Company has a regular programme for physical verification in a phased periodic manner, which, in our opinion, is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification;

c. According to the information and explanations given by the management, the title deeds/ lease deeds of immovable properties included in property, plant and equipment are held in the name of the Company;

d. The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year;

e. No proceedings have been initiated during the year or are pending against the Company as at March 31, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder;

ii. a. Physical verification of inventory has been conducted at reasonable intervals by the management and in our opinion, the coverage and procedure of such verification by the management is appropriate;

b. At no point of time of the year, the company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets;

iii. During the year the company has granted unsecured loan to the Companies.

a. The aggregate amount of Rs. 129.39 Lakhs was given as a loan and balance outstanding at the balance sheet date with respect to such loans to subsidiary is Rs.3,295.70 Lakhs;

b. The balance outstanding at the balance sheet date with respect to such loans to parties other than subsidiaries, joint ventures and associates is Rs. 394.57 Lakhs;

c. The terms and conditions of the grant of loan are not prejudicial to the company?s interest;

d. In respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest has not been stipulated;

e. There is no amount that is overdue;

f. No loan or advance in the nature of loan granted which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties;

g. Breakup of Loans and advances given are as under;

Sr. No. Relation	Name of the party	Total amount of loans granted	Percentage thereof to total loans granted
1 Related Party (Subsidiary)	Poddar Habitat Private Limited	3295.70	89.31%
2 Others	Pragmatic Infrastructures Limited	394.57	10.69%
Total		3690.27	100%

iv. In our opinion and according to the information and explanations provided to us, the Company has not made investments or provided guarantees and securities under Sections 185 of the Companies Act, 2013, however it has complied with the provisions in respect of loans granted specified in Section 186 of the Companies Act, 2013;

v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are 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 sub-section (1) of Section 148 of the Act in respect of Company?s products and services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. a. The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, Employees? State Insurance, Income-Tax, Sales-Tax, Goods and Services tax, Service tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and Other Statutory Dues applicable to it except TDS, MLWF, PF and ESIC dues. TDS dues of Rs. 318.69 Lakhs remain outstanding for the period ending 31st March, 2024 which have not been paid upto the date of signing this report. Provident Fund, PT, ESIC and Maharashtra Labour Welfare Fund totalling to Rs. 5.05 Lakhs as on 31st March, 2024 was paid on or before signing of this report.

b. According to the information and explanations provided to us, no disputed amounts payable in respect of Provident Fund, Employees? State Insurance, Income-tax, Service tax, Sales Tax, Goods and Services tax, Duty of custom, Duty of excise, Value added tax, Cess and Other Statutory Dues were outstanding, at the year end, for a period of more than six months from the date they became payable. However two appeals each are pending at GST & Income Tax. viii. There are no transactions that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961);

ix. a. The company has defaulted in repayment of loans or other borrowings or in the payment of interest thereon to the lender as per the table below;

Sr No. Nature of Borrowing	Name of Lender	Amount not paid on Due Date	Principal	Interest	No of Days unpaid	Remarks (if any)
1 Term Loan	STCI	6,397	5,960	437	365 days	The loan re-structuring proposal is in process.
2 Term Loan	HDFC LTD	4,087	3,797	290	365 days	The loan re-structuring proposal is in process.
3 Term Loan	Aditya Birla LAP	999	901	98	180 days	Rs. 176 Lakhs principal repaid in FY 2024-25.
4 Term Loan	Aditya Birla Badlapur	1,187	1,135	52	180 days	Rs. 650 Lakhs principal repaid in FY 2024-25.
5 Term Loan	HDFC Capital NCD	27,025	15,000	12,025	70 days	The re-structuring proposal is in process.
6 Term Loan	Venkatesh Investment and Trading Company	3,377	2,500	877	1 Year	Terms of repayment are being negotiated and extended
7 Term Loan	IndiaBulls Housing Finance	454	454	-	1 Year	The outstanding dues are being contested as no more payable

b. The company is not declared as a wilful defaulter by any bank or financial institution or other lender except by STCI and India Bulls Housing Finance Limited which the Company is being contested as a part of ongoing case filing with the honourable NCLT;

c. The term loans were applied for the purpose for which the loans were obtained;

d. The funds raised on short term basis have not been utilised for long term purposes;

e. 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;

f. The company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies;

x. a. In our opinion and according to the information and explanations provided by the management, no money has been raised by way of initial public offer or further public offer (including debt instruments) or preferential allotment or private placement of shares or convertible debentures, except Rs. 1,522 Lakhs through preferential allotment of 9,51,437 equity shares of Rs. 10 each fully paid at Rs. 160 per share;

b. The company has made preferential allotment of Rs. 1,522 Lakhs through preferential allotment of 9,51,437 equity shares of Rs. 10 each fully paid at Rs. 160 per share during the year. xi. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Financial Statements and according to the information and explanations provided by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year and so no comment is required.

xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

xiii. According to the information and explanations provided by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the financial statements, as required by the applicable Indian Accounting Standards.

xiv. a. Based on information and explanation provided to us and our audit procedures, in our opinion, the company have an internal audit system commensurate with size and nature of business, except as reported in point (b) below;

b. The company is required to conduct internal audit as per the provisions of the Companies Act, 2013. Internal Audit during first 3 quarters of FY 2023-24 is conducted by the Internal Auditors and audit report was placed before the Audit Committee. However, we have not received the internal audit report for Quarter

4 of FY 2023-24 which is under audit from the internal auditors of the company. Hence internal audit report for Q4 FY 2023-24 was not considered by us and we are unable to comment on it. xv. According to the information and explanations provided by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013;

xvi. According to the information and explanations provided to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company;

xvii. The company has incurred cash losses of Rs. 5,670 Lakhs in the current financial year;

xviii. There has been no resignation of the statutory auditors during the year;

xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet.

xx. In our opinion and according to the information and explanations given to us, the company has no liability to make expenditure under subsection (5) of Section 135 of the Companies Act, 2013. Therefore, the provisions of clause 3(xx) of the Order are not applicable to the Company and hence not commented upon.

Annexure – B to the Auditor?s Report

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 over financial reporting of PODDAR HOUSING AND DEVELOPMENT LIMITED ("the Company") as of 31st March, 2024 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management?s Responsibility for Internal Financial Controls

The Board of Directors of the Company are 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 company?s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors? Responsibility

Our responsibility is to express an opinion on the Company?s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial control and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor?s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 Company?s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company?s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A company?s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone Ind

AS 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 company?s assets that could have a material effect on the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

During FY 2022 23 and FY 2023 24, the Company experienced a significant headcount across various operating departments due to resignations, separations, and retirements—primarily driven by its weak financial position and performance. Additionally, there were notable changes in Key Managerial Personnel (KMP), along with the resignation and appointment of Directors on the Board and its Committees. These developments have impacted the Company?s operational capacity and the maintenance of day-to-day checks and balances. In our view, this has had a material effect on the adequacy of internal financial controls over financial reporting.

However, our review indicates that core controls and processes continued to function without major lapses, supported by the Company?s ERP system and oversight from senior management and Directors.

For Bansal Bansal & Co.

Chartered Accountants

FRN: 100986W

Jatin Bansal

reduction

Partner

Membership No. 135399

Place : Mumbai

Dated : 29th April,2025

UDIN : 25135399BMKYMP8669