Shriram Properties Ltd Auditor Reports

To the Members of Shriram Properties Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

1. We have audited the accompanying standalone financial statements of Shriram Properties Limited (‘the Company), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI) together with the ethical requirements that are relevant to our audit of the 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 opinion.

Key Audit Matters

4. 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.

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

1. Revenue recognition for real estate projects

The Company applies Ind AS 115, Revenue from Contracts with Customers for recognition of revenue from real estate projects. Refer note 1.2(g), 23 and 45 to the standalone financial statements for accounting policy and related disclosures.	Our audit procedures included but were not limited to the following:
For the sale of constructed properties, revenue is recognised by the Company as per the requirements of Ind AS 115 over a period of time and is being recognised in the financial year when sale deeds are registered with the revenue authorities of the prevailing State as the management considers that the contract becomes binding on both the parties only upon registering the sale deed, as until such registration the customer has right to cancel the contract without compensating the Company for the costs incurred along with a reasonable margin (as specified in Ind AS 115). Significant judgments are required in identifying the contract obligations, determining when the obligations are completed and recognising revenue over a period of time. Further, for determining revenue using percentage of completion method, budgeted project cost is a critical estimate, which is subject to inherent uncertainty as it requires ascertainment of progress of the project, cost incurred till date and balance cost to be incurred to complete the project.	• Evaluated the appropriateness of accounting policy for revenue recognition of the Company in terms of principles enunciated under Ind AS 115;
For revenue contract forming part of Joint Development Arrangements (‘JDA), the arrangement comprises of sale of development rights in lieu of construction services provided by the Developer and transfer of constructed area and/or revenue sharing arrangement based on the standalone selling price, which is measured at the fair value of the estimated construction service. Significant estimates are used by the Company in determining the fair value of "non-cash consideration" i.e. receipt of development rights in lieu of the construction service and recognising revenue using percentage of completion method.	• Evaluated the design and implementation of Companys key financial controls in respect of revenue recognition around transfer of control and tested the operating effectiveness of such controls for a sample of transactions;
Considering the significance of management judgement involved and the materiality of amounts involved, revenue recognition was identified as a key audit matter for the current year audit.	• On sample basis, we have performed the following procedures in relation to revenue recognition from sale of constructed properties:
	- Read, analysed and identified the distinct performance obligations in the customer contracts;
	- Assessed management evaluation of determining revenue recognition from sale of constructed property over a period of time in accordance with the requirements under Ind AS 115;
	- Inspected sale deeds evidencing the transfer of control of the property to the customer based on which revenue is recognised;
	- Tested costs incurred and accrued to date on the balance sheet by examining underlying invoices and signed work orders and compared it with budgeted cost to determine percentage of completion of the project;
	- Reviewed managements internal budgeting approvals process, on a sample, for cost to be incurred on a project and for any changes in initial budgeted costs; and;
	- Discussed exceptions, if any, to the revenue recognition policy of the management and obtained appropriate management approvals and representations regarding the same.
	• For projects executed during the year through JDA, we have performed the following procedures on a sample basis:
	- Evaluated estimates involved in determining the fair value of development rights in lieu of construction services in accordance with principles under Ind AS 115;
	- Evaluated whether the accuracy of revenue recognised by the Company based on ratio of constructed area or revenue sharing arrangement as agreed in the revenue sharing arrangement as entered with the Developer over a period of time in accordance with the requirements under Ind AS 115; and
	- Compared the fair value of the estimated construction service, to the project cost estimates and mark up considered by the management.
	• Ensured that the disclosure requirements of Ind AS 115 have been complied with.

2. Revenue recognition in development management arrangements

The Company renders development management services (DM) involving multiple performance obligations such as Sales and Marketing, Project Management and Consultancy (PMC) services, Customer Relationship Management (CRM) Services and financial management services to other real estate developers pursuant to separate Development Management Arrangements executed with them.	Our audit procedures included, but were not limited to the following:
Refer note 1.2(g), 23 and 45 to the standalone financial statements for accounting policy and revenue recognised during the year.	• Evaluated the appropriateness of accounting policy for revenue recognition of the Company in terms of principles enunciated under Ind AS 115;
The assessment of such services rendered to customers involves significant judgment in determining:	• Evaluated the design and implementation of Companys key financial controls
• Identifying different performance obligations	in respect of revenue recognition for DM contracts and tested the operating
• Allocating transaction price to these performance obligations	effectiveness of such controls for a sample of transactions;
• Assessing whether these obligations are satisfied over a period of time or at the point in time for the purposes of revenue recognition,	• On a sample of contracts, we have performed the following procedures in relation to revenue recognition in DM contracts:
• Assessing whether the transaction price has significant financing element, and;	- Read, analysed and identified the distinct performance obligations in these contracts
• Assessing for any liability arising on guarantee contracts entered by the Company.	- Assessed managements evaluation of identifying different performance obligations, allocating transaction price (adjusted with financing element) and determining timing of revenue recognition i.e., over a period of time or at the point in time in accordance with the requirements under Ind AS 115;
Considering the significance of management judgements involved as mentioned above and the materiality of amounts involved, we have identified this as a key audit matter.	- On a sample basis inspected the sale agreements entered with respect to sale of units in DM projects;
	- Recomputed the amount to be billed in terms of DM contract and compared that with amount billed and investigated the differences if any and held discussions with management;
	- Reviewed communications between the Company and DM customers regarding construction progress for contract obligations that involve recognising revenue over a period of time; and
	- For contracts modified during the period without change in the scope of services such as incentives, we have reviewed whether the accounting for contract modification is made in accordance with the principles of Ind AS 115;
	• Ensured that the disclosure requirements of Ind AS 115 have been complied with.

3. Assessing the recoverability of carrying value of Investment, loans, advances and other receivables (financial and non-financial assets) in subsidiaries and joint ventures

Refer note 1.2(t), (u) and (v) to the accompanying standalone financial statements for accounting policies on impairment for Investment, loans, advances, other receivables and 28 for related financial disclosures on impairment.	Our audit procedures included, but were not limited to the following:
As at the balance sheet date, the carrying amount of investment in subsidiaries and joint ventures and loans, advances and other receivables carried at amortised cost represent 46% and 12% of the Companys total assets respectively.	• Assessed the appropriateness of the Companys accounting policy by comparing with applicable Ind AS;
At each reporting date, management regularly reviews whether there are any indicators of impairment.	• Evaluated the design and implementation of Companys key financial controls in respect of impairment and recoverability assessment and tested the operating effectiveness of such controls for a sample of transactions
Significant judgements are involved in determining impairment/ recoverability of the carrying value, which includes assessment of conditions and financial indicators of the investee such as assessing net worth of investee, future business plans, upcoming projects and estimation of projected cash flow from the real estate projects in the underlying entities.	• Analysed and obtained an understanding of the management process for identification of possible impairment indicators and process performed by the management for impairment testing;
Considering the materiality of carrying value of investments, loans, advances and other receivables from subsidiaries and joint ventures in the context of the standalone financial statements as a whole and significant degree of judgement and subjectivity involved in determining the cash flows, the aforementioned area has been determined as a key audit matter for current year audit.	• For the investments, where carrying amount (including loans) exceeded the net asset value, obtained understanding from the Company regarding the basis and assumptions used in determining projected cashflows and recognising impairment loss in case of non-availability of sufficient headroom; and
	• Assessed the appropriateness of disclosures made in the standalone financial statements regarding such investments including loans, advances and other receivables in accordance with applicable Ind AS.

4. Assessing the recoverability of advances paid for land purchase and refundable deposit paid under Joint Development Agreements (JDA):

As at 31 March 2024, the carrying value of land advance is H 19,602 lakhs and refundable deposit paid under JDA is H 4,914 lakhs.	Our audit procedures included, but was not limited to, the following procedures:
Advances paid by the Company to the landowner/intermediary towards purchase of land is recognised as land advance under other assets on account of pending transfer of the legal title to the Company, post which it is recorded as inventories.	• Evaluated the design and implementation of Companys key financial controls in respect of recoverability assessment of the advances and deposits and tested the operating effectiveness of such controls for a sample of transactions;
Further, for land acquired under joint development agreement, the Company has paid refundable deposits for acquiring the development rights.	• Obtained and tested the computation involved in assessment of carrying value of advances;
The aforesaid deposits and advances are carried at the lower of the amount paid/payable and net recoverable value, which is based on the managements assessment which include, among other things, the likelihood when the land acquisition would be completed, expected date of completion of the project, sale prices and construction costs of the project.	• Obtained status of the project/land acquisition from the management and enquired for the expected realization of deposit amount;
Considering the significance of the amount and assumptions involved in assessing the recoverability of these balances the aforementioned areas has been determined as a key audit matter for current year audit.	• Assessed the appropriateness and adequacy of the disclosures made by the management in accordance with applicable Ind AS.

5. Assessing the recoverability of carrying values of inventories

The accounting policies for Inventories are set out in Note 1.2 (h) to the Standalone financial statements.	Our audit procedures included, but was not limited to, the following procedures:
As at 31 March 2024, inventory of the Company comprises of properties held for development, properties under development, properties held for sale and as referred in note 10 to the standalone financial statements and represents 14% of the Companys total assets.	• Assessed the appropriateness of the Companys accounting policy by comparing with applicable Ind AS;
Inventory is valued at cost and net realisable value (NRV), whichever is less. In case of properties under development and properties held for sale, determination of the NRV involves estimates based on prevailing market conditions, current prices, and expected date of completion of the project, the estimated future selling price, cost to complete projects and selling costs. For NRV assessment, the estimated selling price is determined for a phase, sometimes comprising multiple units.	• Evaluated the design and implementation of Companys key financial internal controls related to testing recoverable amounts with carrying amount of inventory, including evaluating the Companys management processes for estimating future costs to complete projects and tested the operating effectiveness of such controls for a sample of transactions. We carried out a combination of procedures involving inquiries and observations and inspection of evidence in respect of operation of such key controls;
We have identified the assessment of the carrying value of inventory as a key audit matter due to the significance of the balance to the standalone financial statements as a whole and the involvement of estimates and judgement in the NRV assessment.	• Performed re-computation of NRV and compared it with the recent sales or estimated selling price (usually contracted price) to test inventory units are held at the lower of cost and NRV;
	• Compared the estimated construction costs to complete each project with the Companys updated budgets; and
	• Assessed the appropriateness and adequacy of the disclosures made by the management in accordance with applicable Ind AS.

Information other than the Standalone Financial Statements and Auditors Report thereon

6. The Companys 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 standalone financial statements and our auditors report thereon. The report is expected to be made available for us after the date of this audit report.

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.

When we read the Annual 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 Financial Statements

7. The accompanying standalone financial statements have been approved by the Companys Board of Directors. The Companys Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditors Responsibilities for the Audit of the Standalone Financial Statements

10. 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 Standards on Auditing 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.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances under section 143(3) (i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of Board of Directors 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 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; and

• 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.

12. 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.

13. 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. 14. 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

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act. 16. 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 I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements; 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 except for the matters stated in paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended); c) The standalone financial statements dealt with by this report are in agreement with the books of account; d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act; e) On the basis of the written representations received from the directors and 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 qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended); g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and h) 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, as detailed in note 40 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2024; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2024; iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024; iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 50 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person or entity, including foreign entities (‘the 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 (‘the Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries; b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 50 to the standalone financial statements, no funds have been received by the Company from any person or entity, including foreign entities (‘the 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 as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2024; and vi. As stated in note 47 to the standalone financial statements and based on our examination which included test checks, except for instance mentioned below, the Company, in respect of financial year commencing on 1 April 2023, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exception given below:

Nature of exception noted	Details of Exception
Instances of accounting	The audit trail feature
software for maintaining	was not enabled at
books of account for which	the database level for
the feature of recording	accounting software
audit trail (edit log)	SAP to log any direct
facility was not operated	data changes, used
throughout the year for	for maintenance of all
all relevant transactions	accounting records by
recorded in the software.	the Company.

For Walker Chandiok & Co LLP

Chartered Accountants Firms Registration No.: 001076N/N500013

Nikhil Vaid

Partner Membership No.: 213356 UDIN: 24213356BKEXZC8703

Hyderabad 29 May 2024

ANNEXURE I

referred to in paragraph 16 of the Independent Auditors Report of even date to the members of Shriram Properties Limited on the standalone financial statements for the year ended 31 March 2024

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 report that: (i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and right of use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets. (b) The property, plant and equipment and relevant details of right-of-use assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of physical verification programme adopted by the Company, is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of all the immovable properties held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee), disclosed in Note 2 to the standalone financial statements, are held in the name of the Company. For title deeds of immovable properties in the nature of land and building situated at Sadashiv Nagar, Bangalore with gross carrying values of H 4,695 lakhs, which have been mortgaged as security for loans or borrowings taken by the Company, confirmations with respect to title of the Company have been directly obtained by us from the respective lenders.

(d) The Company has adopted cost model for its Property, Plant and Equipment (including right-of-use assets) and intangible assets. Accordingly, reporting under clause 3(i)(d) of the Order is not applicable to the Company.

(e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended) and rules made thereunder.

(ii) (a) The inventories held by the Company comprise stock of units in completed projects, work in progress of projects under development and property held for development. Having regard to the nature of inventory, Management has conducted physical verification of inventory by way of verification of title deeds, site visits conducted and continuous project progress monitoring by competent persons, at reasonable intervals during the year and no material discrepancies were noted on such verification. (b) As disclosed in Note 16 to the standalone financial statements, the Company has been sanctioned a working capital limit in excess of H 5 crores by financial institutions based on the security of current assets. The quarterly returns/statements, in respect of the working capital limits have been filed by the Company with such financial institution and such returns/statements are in agreement with the books of account of the Company for the respective periods, which were subject to review.

(iii) (a) The Company has made investments in subsidiaries and provided loans or advances in the nature of loans, or guarantee, or security to Subsidiaries/Joint Ventures/Others during the year as per details given below:

				(H in lakhs)
Particulars	Guarantees	Security	Loans	Advances in the nature of loans
Aggregate amount provided/granted during
the year:
- Subsidiaries	27,900	-	22,871	-
- Joint Ventures	21,480	-	4,177	-
- Others	4,000	-	-	1,782
Balance outstanding as at balance sheet date in
respect of above cases:
- Subsidiaries	61,100	-	23,025	-
- Joint Ventures	76,560	-	5,239	-
- Others	4,500	-	8	2,644

(b) In our opinion, and according to the information and explanations given to us, the investments made, and terms and conditions of the grant of all loans, advances in the nature of loans, guarantees and security provided are, prima facie, not prejudicial to the interest of the Company.

(c) According to the information and explanation given to us, loans granted by the Company amounting to H28,272 lakhs are repayable on demand and terms and conditions for payment of interest there on have been stipulated. Further, such loans and interest there on have not been demanded for repayment as on date. In respect of advances in the nature of loans granted by the Company amounting to H2,644 lakhs, the schedule of repayment of principal and the repayment of interest has not been stipulated and accordingly, we are unable to comment whether the receipts of principal and interest are regular.

(d) There is no amount which is overdue for more than 90 days in respect of loans amounting to H 28,272 lakhs granted to such companies, firms, LLPs or other parties. Further, in the absence of stipulated schedule of repayment of principal and payment of interest in respect of advances in the nature of loans amounting to H2,644 lakhs, we are unable to comment as to whether there is any amount which is overdue for more than 90 days.

(e) The Company has not granted any loan or advance in the nature of loan which has fallen due during the year except in respect of advances in the nature of loans granted by the Company amounting to H 2,644 lakhs, the schedule of repayment of principal and interest has not been stipulated and accordingly, we are unable to comment as to whether the advance in the nature of loan granted has fallen due during the year. Further, no fresh loans were granted to any party to settle the overdue loans/advances in nature of loan that existed as at the beginning of the year.

(f) The Company has granted loans or advances in the nature of loans which are repayable on demand or without specifying any terms or period of repayment, as per details below:

			(H in lakhs)
Particulars	All Parties	Promoters	Related Parties
Aggregate of loans/advances in nature of loan
- Repayable on demand (A)	27,048	-	27,048
- Agreement does not specify any terms or period of repayment (B)	1,782	-	-
Total (A+B)	28,830	-	27,048
Percentage of loans/advances in nature of loan to the total loans	100%	0%	93.82%

(iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of sections 185 of the Act in respect of loans and investments made, guarantees and security provided by it, as applicable. As the Company is engaged in providing infrastructural facilities as specified in Schedule VI of the Act, provisions of section 186 except sub-section (1) of the Act are not applicable to the Company. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of sub-section (1) of section 186 of the Act in respect of investments, as applicable.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits or there are no amounts which have been deemed to be deposits within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Act in respect of the products of the Company. 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 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) In our opinion, and according to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including goods and services tax, provident fund, employees state insurance, professional tax, income-tax, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:

(H in lakhs)

Name of the statute	Nature of dues	Amount	Amount paid under Protest	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Tax/Interest demanded	Nil (*)	Nil	2001-02	The Honourable High Court of Madras
		Nil (*)	Nil	2004-05
		Nil (*)	Nil	2010-11
		Nil (*)	Nil	2011-12
		607	Nil	2012-13
		Nil (*)	Nil	2013-14
		Nil (*)	Nil	2005-06	Commissioner of Income Tax (A)
		Nil (*)	Nil	2014-15
		2,364	Nil	2016-17
		2,254	Nil	2018-19
		595	Nil	2015-16	The Honourable High Court of Madras
		17,760	Nil	2017-18
		44,679	Nil	2017-18
Finance act, 1994	Service tax, interest and penalty	5,112	194	2006-10	Customs, Excise & Service tax Appellate Tribunal
		143	Nil	Apr 2012 to Mar 2016
		80	10	Apr 2016 to June 2017
		53	Nil	2010-11
Central Goods and Services Act, 2017	Goods and services tax, interest and penalty	281	Nil	July 2017 to March 2018	GST Appellate Authority
		221	Nil	2018-19	Appeal yet to be filed against the order passed by the Assistance Commissioner of Commercial Taxes
		50	Nil	2019-20
		23	Nil	2020-21
		66	Nil	2021-22

(*) No tax liability, however the disallowance is under appeal.

(viii) According to the information and explanations given to us, no transactions were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) which have not been previously recorded in the books of accounts.

(ix) (a) According to the information and explanations given to us, the Company has not defaulted in repayment of its loans or borrowings or in the payment of interest thereon to any lender. According to the information and explanations given to us, loans amounting to H

18,870 lakhs are repayable on demand and terms and conditions for payment of interest thereon have not been stipulated. Further, such loans and interest thereon have not been demanded for repayment as on date.

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

(c) In our opinion and according to the information and explanations given to us, money raised by way of term loans were applied for the purposes for which the loans were obtained, except for the term loan from financial institution amounting to H 275 lakhs which remain unutilised as on 31 March 2024 because funds were received towards the end of the year.

(d) In our opinion and according to the information and explanations given to us, and on an overall examination of the standalone financial statements of the Company, funds raised by the Company on short term basis have, prima facie, not been utilised for long term purposes.

(e) According to the information and explanations given to us and on an overall examination of the standalone 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 or joint ventures. (f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries or joint ventures.

(x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments), during the year. Further, in our opinion and according to the information and explanations given to us, money raised during the financial year ended 31 March 2022 by way of initial public offer were applied for the purposes for which these were obtained.

(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, partially or optionally) convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no fraud on the Company has been noticed or reported during the period covered by our audit.

(b) According to the information and explanations given to us including the representation made to us by the management of the Company, no report under subsection 12 of section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014, with the Central Government for the period covered by our audit.

(c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle-blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company. (xiii) In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in Companies (Indian Accounting Standards) Rules 2015 as prescribed under section 133 of the Act.

(xiv) (a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system which is commensurate with the size and nature of its business as required under the provisions of section 138 of the Act.

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

(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and accordingly, reporting under clause 3(xv) of the Order with respect to compliance with the provisions of section 192 of the Act are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Accordingly, reporting under clauses 3(xvi)(a), (b) and (c) of the Order are not applicable to the Company.

(d) Based on the information and explanations given to us and as represented by the management of the Company, the Group (as defined in Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC.

(xvii) The Company has not incurred any cash losses in the current financial year as well as the immediately preceding financial year.

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

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information in the standalone financial statements, our knowledge of the plans of the Board of Directors and management 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 indicating 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) According to the information and explanations given to us, the Company has met the criteria as specified under sub-section (1) of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, however, in the absence of average net profits in the immediately three preceding years, there is no requirement for the Company to spend any amount under sub-section (5) of section 135 of the Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company. (xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

For Walker Chandiok & Co LLP

Chartered Accountants Firms Registration No.: 001076N/N500013

Nikhil Vaid

Partner Membership No.: 213356 UDIN: 24213356BKEXZC8703 Hyderabad 29 May 2024

ANNEXURE II

to the Independent Auditors Report of even date to the members of Shriram Properties Limited on the standalone financial statements for the year ended 31 March 2024

Independent Auditors Report on the internal financial controls with reference to the standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act)

1. In conjunction with our audit of the standalone financial statements of Shriram Properties Limited (‘the Company) as at and for the year ended 31 March 2024, we have audited the internal financial controls with reference to standalone financial statements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

2. The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. 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 the Companys 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 Act.

Auditors Responsibility for the Audit of the Internal Financial Controls with Reference to Standalone Financial Statements

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India (‘ICAI) prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (‘the Guidance Note) issued by the 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 standalone financial statements were established and maintained and if such controls operated effectively in all material respects.

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

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with Reference to Standalone Financial Statements

6. A companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with 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 standalone financial statements.

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

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

Opinion

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

For Walker Chandiok & Co LLP

Chartered Accountants Firms Registration No.: 001076N/N500013

Nikhil Vaid

Partner Membership No.: 213356 UDIN: 24213356BKEXZC8703

Hyderabad 29 May 2024