Suraj Estate Developers Ltd Auditor Reports

To,

The Members of

Suraj Estate Developers Limited

Report on the Audit of the Standalone Ind AS Financial Statements

OPINION

We have audited the accompanying Standalone Ind AS Financial Statements of Suraj Estate Developers Limited (‘the Company) which comprise the Standalone Balance Sheet as at 31^st March 2024, the Standalone Statement of

Profit and Loss (including Other Comprehensive Income/

(Loss)), the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity for the year then ended and notes to the Standalone Ind AS Financial Statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as "Standalone Ind AS 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 the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Act, of the state of affairs of the Company as at 31^st March 2024, and its profit (including other comprehensive income/(loss)), the changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing

(SAs), as specified under section 143(10) of the Act.

Our responsibilities under those Standards are further described in the ‘Auditors Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our 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 on the Standalone Ind AS Financial Statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

Standalone Ind AS Financial Statements for the year ended 31^st March 2024. These matters were addressed in the context of our audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Standalone Ind AS Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Ind AS Financial Statements:

Key Audit Matter	How our audit addressed the Key Audit Matter
1)Revenue recognition for real estate projects (as described in note 3.10 and 31 of the Standalone Ind AS Financial Statements)
1)In accordance with the requirements of Ind AS 115 ‘Revenue fromcontractwithcustomers,revenuefromsaleofresidential units is recognised at a point in time or over a period of time based on the contract entered with the customers. the Significant performance obligations and determining when ‘control of the residential units/ commercial units is transferred to the customer.	1)Our audit procedures included:
Further, the Company assesses various conditions included in the contract with customer to identify whether the Company has unconditional right to payment for performance to date or not. Based on this revenue is recognised at point in time or over time.	• Read the Companys revenue recognition accounting policies and assessed compliance with Ind AS 115 Revenue from contract with customers.
Considering the above-mentioned factors, revenue recognition has been considered as a key audit matter.	• Understood and evaluated the design and implementation and tested the operating effectiveness of the Companys internal financial controls over revenue recognition.
	• Read the legal opinion obtained by the Company to determine the point in time at which the control is transferred and satisfaction of performance obligation in accordance with the underlying agreements;
	• Tested, revenue related transactions with the underlying customer contracts, sale deed and handover documents, evidencing the transfer of control of the asset to the customer based on which revenue is recognized;
	• Assessed the revenue related disclosures included in Note 31 to the Standalone Ind AS Financial Statements in accordance with the requirements of Ind AS 115.
2)Claims, litigations and contingencies (as described in note 40.2 and 40.3 to the Standalone Ind AS Financial Statements)
2)The Company is having various ongoing litigations, court and other legal proceedings before tax authorities and courts, potential which could have significant exposure were to materialize.	2)Our audit procedures included: • Understood managements process relating to the identification and impact analysis of claims, litigations and contingencies;
Management estimates the possible outflow of economic resources based on legal counsel opinion and available information on the legal status of the proceedings. Considering the determination by the management of whether, and how much, to provide and/ or disclose for such contingencies involves significant judgement and estimation, the same has been considered as key audit matter.	• Obtained legal status from legal team of the Company and analysed their responses; Read the minutes of meetings of the Board of Directors of the Company related to noting of status of material litigations;
	• Assessed managements assumptions and estimates related to disclosures of contingent liabilities in the Standalone Ind AS Financial Statements.
3)Assessing the carrying value of Inventory of construction work in progress, land, development rights and advances given
for acquisition of projects (as described in note 10 and 17 to the Standalone Ind AS Financial Statements)
3)• The Companys inventory comprises construction work in progress of ongoing projects, land and development rights in the land and projects which are at initial stage of acquisition. These are stated at the lower of cost and NRV. As at 31st March 2024 the carrying value of inventories is 4,510.26 million.	3)Our audit procedures in relation to managements assessment of valuation of inventories at lower of cost and NRV includes following:
NRV determination involves estimates based on prevailing market conditions, current prices, the estimated future selling price, cost to complete projects and selling costs.	• Read and evaluated the accounting policies and disclosures made in the Standalone Ind AS Financial Statements with respect to inventories;
• The Company has given 275.09 million in relation to acquisition of projects/ development rights and incidental costs thereof. Considering the significance of the carrying value of inventories in the Standalone Ind AS Financial Statements and the involvement of significant estimation and judgement in assessment of NRV, the same has been considered as a key audit matter.	• Understood and reviewed the managements process
	and methodology of using key assumptions for determination of NRV of the inventories;
	• With respect to ongoing real estate projects, tested the NRV of the inventories to carrying value in books on sample basis;
	• In respect of real estate project (Construction work in progress) which are at initial preparatory stage [i.e. acquisition of land / development rights and incidental expenses], realization of the construction work in progress have been determined based on management estimates of commercial feasibility and management expectation of future economic benefits from the project. These estimates are dynamic in nature and are dependent upon various factors such as eligibility of the tenants, changes in the saleable area, acquisition of new
	Floor Space Index (FSI) and other factors In respect of advances for acquisition of projects/ development rights, our audit procedures included the following:
	• Obtained status update from the management and verified the underlying documents for related developments;
	• Understood and evaluated the design and implementation and tested the operating effectiveness of the Companys internal financial controls for advances given for acquisition of land/ development rights.
	• With respect to advances, obtained the external balance confirmations for the key advances given.
4)Assessing impairment of Investments and loans in subsidiary (as described in note 7 and 8 to the Standalone Ind AS Financial Statements)
4)The Company has significant subsidiaries. As at 31st March 2024, the carrying values of Companys investments and loans in its subsidiaries amounts to 255.93 million and 2,524.47 million respectively.	4)Our procedures in assessing the managements judgement for the impairment assessment included, among others, the following:
Management reviews regularly whether there are any indicators of impairment by reference to the requirements under Ind AS 36 "Impairment of Assets".	• Obtained details of underlying assets/ real estate projects in the respective entities and realizable value thereof;
For investments and loans where impairment indicators exist, key significant assumptions used in the valuation model and methodology, such as revenue growth, discount rates, etc.
Considering, the impairment assessment involves significant assumptions and judgement, the same has been considered as key audit matter	• Obtained management estimates of commercial feasibility and management expectation of future economic benefits from the investments made in subsidiary entities;
	• Assessed the Companys valuation methodology applied in determining the recoverable amount of the investments and loans.
.
	• Made inquiries with management to understand key drivers of the cash flow forecasts, discount rates, etc.;
	• Reviewed the disclosures made in the Standalone Ind AS Financial Statements regarding such investments and loans.
5)Related party transactions (as described in note 42 to the Standalone Ind AS Financial Statements)
The Company has undertaken transactions with its related parties in the ordinary course of business at arms length.	Our procedures/ testing included the following:
These include making new or additional investments in its subsidiaries; lending loans to related parties; etc. as disclosed in note 42 to the Standalone Ind AS Financial Statements.	• Obtained and read the Companys policies, processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosure of related party transactions;
We identified the accuracy and completeness of the related party transactions and its disclosure as set out in respective notes to the Standalone Ind AS Financial Statements as a key audit matter due to the significance of transactions with related parties and regulatory compliances thereon, during the year ended 31st March 2024.	• Read minutes of shareholders meetings, board meetings and minutes of meetings of those charged with governance in connection with Companys assessment of related party transactions being in the ordinary course of business at arms length;
	• Tested related party transactions with the underlying contracts, confirmation letters and other documents;
	• Agreed the related party information disclosed in the Standalone Ind AS Financial Statements with the underlying supporting documents, on a sample basis.

INFORMATION OTHER THAN THE STANDALONE IND AS FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Companys Board of Directors is responsible for the other information. The other information comprises the message from Chairman, Boards report including annexure to board report, Management discussion and analysis report and corporate governance report, but does not include the Standalone Ind AS Financial Statements and our auditors report thereon. The Companys annual report is expected to be made available to us after the date of this auditors report. Our opinion on the Standalone Ind AS Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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

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

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income and cash flows of the Company and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules, 2015, as amended.

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

In preparing the Standalone Ind AS Financial Statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE IND AS FINANCIAL STATEMENTS

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

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

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

? Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

? Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

? Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or on the conditions that may cast significant

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 Ind AS Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

? Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and includingtiming of the audit and significant we identifyany significant during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS Financial Statements for the financial year ended 31^st March 2024 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTER

1. The comparative financial statement of the Company for the year ended 31^st March 2023 included in these Standalone Ind AS Financial Statements, are audited by the predecessor auditor whose report dated 11^th July 2023 for the year ended 31^st March 2023 expressed an unmodified opinion on those Standalone Ind AS

Financial Statements.

Our opinion is not modified in respect of above matter.

2. We did not audit the financial statements and other financial information, in respect of three partnership firm, whose financial statements include Companys share of loss (post tax) of 2.02 Million for the year ended 31^st March 2024 included in accompanying Standalone Ind AS Financial Statements. These Standalone Ind AS

Financial Statements and other financial information of the said partnership firm have been audited by other auditor, whose financial statements, other financial information and auditors reports have been furnished to us by the management. Our opinion on the Standalone Ind AS Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these partnershipfirmand our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid partnership firms, is based solely on the report(s) of such other auditors.

Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors Report) Order, 2020 (‘the Order) issued by the Central Government of India in terms of section 143(11) of the Act, 2013, we give in "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph 2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c) The Standalone Balance Sheet, the Standalone

Statement of Profit and Loss (including Other

Comprehensive Income), the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the Standalone Ind AS Financial Statements. d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with

Companies (Indian Accounting Standards) Rules, 2015, as amended. e) On the basis of the written representations received from the directors as on 31^st March 2024 taken on record by the Board of Directors, none of the directors are disqualified as on 31^st 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 with reference to Standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report. g) With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by the Company to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Company is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. 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, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS Financial Statements – Refer note 40.2 and 40.3 to the Standalone Ind AS 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate

Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party

("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.

v. The Company has not declared and paid any dividend during the year. Therefore, reporting of compliance of section 123 of the Act is not applicable to the Company.

As stated in note 61(b) to the Standalone Ind AS Financial Statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend. vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1^st April 2023. Based on our examination which included test checks, the feature of recording audit trail (edit log) facility was not enabled in the existing accounting software used by the Company for maintaining its books of account for the period from 1^st April 2023 to 31^st March 2024. The Company has migrated to Farvision ERP Software w.e.f. 1^st April 2024 and is in the process of establishing necessary controls and documentation regarding audit trail.

For S K L R & CO LLP

Chartered Accountants

ICAI Firm Registration Number: W100362

Rakesh Jain

Partner

Membership No.: 123868

UDIN: 24123868BKFNRF8042

Place: Mumbai

Date: 7th May 2024

ANNEXURE A

TO THE INDEPENDENT AUDITORS REPORT FOR THE YEAR ENDED 31ST MARCH 2024

Referred to in paragraph 1 of ‘Report on other legal and regulatory requirements of our report of even date i. In respect of Companys Property, plant and equipment, Right of Use Asset and Intangible Asset: (a) (i) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(ii) The Company is maintaining proper records showing full particulars of Intangible assets. (b) Property, plant and equipment of the Company are physically verified by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. of title

In accordance with this program, plant and machinery and building was verified during the year and no material discrepancies were noticed onsuchverification of stock in

(c) As per the information and explanation given to us and on the basis of our examination of the records of the Company, immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in note 4 to the Standalone Ind AS Financial Statements included in property, plant and equipment are held in the name of the Company.

(d) As per the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of

Use assets) or intangible assets or both during the year. Therefore, clause (i) (d) of the Order is not applicable to the Company.

(e) Based on the information and explanations furnished to us, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Therefore, clause (i) (e) of the Order is not applicable to the Company. iii. (a) The inventory of construction work in progress is represented by development rights and construction work in progress. Having regards to the nature of inventory, physical verification carried out by way of verification site visits by the management and certification of extent of work completion by competent persons at reasonable intervals. No material discrepancies were noticed on such verification development rights and work in progress.

(b) During the year, the Company has been sanctioned working capital limits in excess of 5 Crores, in aggregate, from banks on the basis of security of current assets. Based on representation given by the management, there are no requirements of filling quarterly returns or statements with banks or financial institutions as per the terms of relevant agreements/sanction letters and accordingly, the question of our commenting on whether the quarterly returns or statements are in agreement with the unaudited books of account of the Company does not arise.

iv. (a) During the year, the Company has purchased shares of one subsidiary, granted unsecured loans, to 4 subsidiary companies and given guarantee to 2 subsidiary companies. The aggregate amounts of loans given and corporate guarantee during the year and balance outstanding at the balance sheet date with respect to such loans and guarantee to subsidiaries are as per table given below: (All amounts in million)

Particulars	Guarantee	Security	Loans*	Advances in the nature of loans
Aggregate amount granted/ provided during the year
Subsidiaries	700.00	-	1,902.11	-
Balance outstanding as at balance sheet date in respect of above cases*
Subsidiaries	700.00	-	2,524.27	-

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

(Also refer Note 42 to the Standalone Ind AS Financial Statements)

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

(b) In respect of the aforesaid investments, guarantees, loans, the terms and conditions under which such investments were made/guarantees provided/loans were granted are, considering reciprocal arrangement, are prime facie not prejudicial to the Companys interest. During the year, the Company has not granted any loan to Firms, Limited Liability Partnerships or any other parties.

(c) In respect of the loans granted to subsidiaries, the schedule of repayment of principal and payment of interest has been stipulated and the parties are repaying the principal and interest amounts, as stipulated. (Also refer Note 42 to the Standalone Ind AS Financial Statements).

(d) In respect of the loans, there is no amount which is overdue for more than ninety days.

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

(f) The loans granted during the year to related parties had stipulated the scheduled repayment of principal and payment of interest and the same are not repayable on demand. (Also refer note 42 to the Standalone Ind AS Financial Statements). No loans were granted during the year to promoters. v. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of the loans and investments made, and guarantees and security provided by it. As the Company is engaged in providing infrastructure facilities as specified in Schedule VI of the Act, the provisions of

Section 186 except sub-section (1) of the Act are not applicable to the Company. vi. In our opinion and according to the explanations given to us, the Company has not accepted any deposits. Therefore, question of reporting compliance with directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder does not arise. We are informed that no order relating to the Company has been passed by the Company law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. vii. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete. viii. In respect of statutory dues (a) According to the information and explanations given to us and on the basis of our examination of records of the Company, in respect of amounts deducted /accrued in the books of account, the Company has been generally regular in depositing undisputed statutory dues including provident fund, employees state insurance fund, custom duty, cess and any other material statutory dues, as applicable to the Company, during the year with the appropriate authorities except delays in payment of tax deducted at source, income tax and goods and service tax. There are no undisputed amounts payable in respect of statutory dues outstanding as at 31^st March 2024 for a period of more than six months from the date they become payable.

(b) According to the records of the Company and information and explanations given to us, there are no dues with respect to statutory dues as referred in clause (vii)(a) above which have not been deposited with appropriate authorities on account of any dispute except as follows:

Nature of Statute	Nature of Dues	Amount (Rs. In millions) *	Period to which it relates	Forum where dispute is pending
Income tax act, 1961	Income tax	8.82	FY 2011-12	Commissioner of income
				tax (appeals), Mumbai
Income tax act, 1961	Income tax	0.10	FY 2017-18	Commissioner of income
				tax (appeals), Mumbai
The Finance Act,	Service tax	11.26	October 2015 to	Commissioner Appeals - II
2004 and Service tax Rules			June 2017

ix. According to the information and explanation given to us, there are no transactions recorded in the books of account that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. Hence, clause (viii) of paragraph 3 of the Order is not applicable. x. (a) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender during the year.

(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared

Wilful 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 and on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company. (e) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not taken any funds from any entity or person on account of or to meet obligations of its subsidiaries.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries. xi. (a) In our opinion, and according to the information and explanations given to us, the monies raised by way of initial public offer during the year have been applied for the purposes for which they were obtained. The amount of unutilised proceeds as at 31^st March 2024 amounted to 243.20 million. (Refer Note 51 to the Standalone Ind AS Financial Statements).

(b) According to the information and explanations given to us, 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 (x)(b) of paragraph 3 of the Order is not applicable to the Company. xii. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under clause (xi)(b) of paragraph 3 of the Order is not applicable to the Company.

(c) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, and as represented to us by the management, no whistle-blower complaints have been received during the year by the Company. Accordingly, the reporting under clause (xi)(c) of paragraph 3 of the Order is not applicable to the Company. xiii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under clause (xii) of paragraph 3 of the Order is not applicable to the Company. xiv. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of the related party transactions have been disclosed in the Standalone Financial Statements as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 [Also refer note no. 42 [including footnotes] of Standalone Ind AS

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

(b) We have considered the reports issued by the Internal Auditors of the Company till date for the period under audit. xvi. 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 them and accordingly, provisions of Section 192 of the Act are not applicable to the Company.

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

(b) The Company has not conducted non-banking financial/housing finance activities during the year. Accordingly, the reporting under clause (xvi) (b) of paragraph 3 of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company

(CIC) as defined in the regulations made by the

Reserve Bank of India. Accordingly, the reporting under clause (xvi)(c) of paragraph 3 of the Order is not applicable to the Company.

(d) Based on the information and explanations provided by the management of the Company, the Company does not have any CICs, which are part of the Company. We have not, however, separately evaluated whether the information provided by the management is accurate and complete. Accordingly, the reporting under clause (xvi)(d) of paragraph 3 of the Order is not applicable to the Company. xviii. In our opinion and according to the information and explanations given to us, the Company has not incurred any cash losses in the current financial year or in the immediately preceding financial year xix. There has been no resignation of the statutory auditors during the year. There has been change of Statutory Auditors pursuant to mandatory rotation requirements prescribed under the Act. Accordingly, the reporting under clause (xviii) is not applicable. xx. According to the information and explanations given to us and on the basisofthefinancial ratios (Also refer note 49 of Standalone Ind AS Financial Statement), ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the 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 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. xxi. As at balance sheet date, the Company does not have any amount remaining unspent under Section 135(5) of the Act. Accordingly, reporting under 3(xx) of paragraph 3 of the Order is not applicable.

xxii. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Ind AS Financial Statements. Accordingly, no comment in respect of the said clause has been included in this report.

For S K L R & CO LLP

Chartered Accountants

ICAI Firm Registration Number: W100362

Rakesh Jain

Partner

Membership No.: 123868

UDIN: 24123868BKFNRF8042

Place: Mumbai

Date: 7th May 2024

ANNEXURE B

TO THE INDEPENDENT AUDITORS REPORT FOR THE YEAR ENDED 31ST MARCH 2024

Referred to in paragraph 2(f) under the heading ‘Report on other legal and regulatory requirements of our report of even date

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (F) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the internal financial controls with reference to Standalone Ind AS Financial Statements of Suraj Estate Developers Limited ("the Company") as of 31^st March 2024 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Companys Management is responsible for establishing and maintaining internal financial internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the Companys 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, as specified 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 Controls and, both 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 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 with reference to these Standalone Ind AS Financial

Statements and their operating effectiveness. Our audit of internal financial controls with reference to Standalone

Ind AS Financial Statements included obtaining an understanding of internal financial controls to these Standalone Ind AS Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to these Standalone Ind AS Financial Statements. controls based on the

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THESE STANDALONE IND AS FINANCIAL STATEMENTS

A Companys internal financial controls with reference to Standalone Ind AS Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial controls with reference to Standalone

Ind AS Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE IND AS FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference to Standalone Ind AS Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements

due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls with reference to Standalone Ind AS Financial Statements to future periods are subject to the risk that the internal financial control with reference to Standalone Ind AS

Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to

Standalone Ind AS Financial Statements and such internal financial controls with reference to Standalone Ind AS

Financial Statements were operating effectively as at

31^st March 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For S K L R & CO LLP

Chartered Accountants

ICAI Firm Registration Number: W100362

Rakesh Jain

Partner

Membership No.: 123868

UDIN: 24123868BKFNRF8042

Place: Mumbai

Date: 7th May 2024