TARC Ltd Auditor Reports

To The Members of TARC Limited

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of TARC Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of changes in Equity and the Statement of Cash Flows for the year then ended, and Notes to Standalone Financial Statement including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

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

Basis for Opinion:

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified

under section 143(10) of the Act (SAs). 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 independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters ("KAM") are those matters that, in our professional judgement, were of the most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Description of Key Audit Matters
Key Audit Matters	How that matter was addressed in our audit report
1 Revenue recognition as per Ind AS 115	Our audit procedures on revenue recognition included the following:-
The company follows Ind AS 115 for revenue recognition. Revenue from sale of real estate properties/constructed properties is recognized at a point of time when the company satisfies performance obligations, by offering possession/ registration and the customer obtaining control of the underlying asset. Considering application of Ind AS 115 involves significant judgement in identifying performance obligation and determining when control of assets underlying the performance obligation is transferred to the customer, the same have been considered as key audit matter.	• We have evaluated that the companys revenue recognition policy is in accordance with Ind AS 115.
	• We tested performance obligation satisfied by the company.
	• We tested builder buyer agreements, occupancy certificates (OCs), possession letter, sale proceeds of customers, credit notes to test transfer of control for revenue recognition.

 

2 Inventories	Our audit procedures to assess the net realizable value (NRV) of the inventories include the following:
The companys inventories comprise mainly of land, plots, finished real estate properties and construction work in progress.	• We had discussions with Management to understand Managements process and methodology to estimate NRV, including key assumptions used.
The inventories are carried at lower of cost and net realizable value (NRV). NRV of land, stock of completed property is assessed by reference to market price existing at the reporting date and based on comparable transactions made by the company and/or identified by the company for properties in same geographical area. NRV of properties under construction is assessed with reference to market value of completed property as at the reporting date less estimated cost to complete.
The carrying value of inventories is significant part of the total assets of the company and involves significant estimates and judgments in assessment of NRV. Accordingly, it has been considered as key audit matter.
3 Investment in subsidiaries	Our audit procedures include:
The company has significant investments in the subsidiary companies. These investments are carried at cost.	• We compared carrying value of investment in the books of company with Net Asset Value (NAV) of relevant subsidiaries considering stocks of land, projects in progress/completed real estate projects.
Management reviews whether there are any indicators of impairment of investments. For impairment testing, management has to do assessment of the cash flows of these entities and/or value of underlying assets in these entities.	• Verified that required disclosures in respect of these investments has been made in the financial statements.
Impairment assessment involves estimates and judgements in forecasting future cash flows, accordingly, it has been considered as key audit matter.
4 Recognition and measurement of deferred tax assets	Our Audit procedures include:
Under Ind AS, the company is required to reassess recognition of deferred tax asset at each reporting date. The company has deferred tax assets in respect of brought forward losses and other temporary differences, as set out in Note no. 8 to the Standalone Financial Statements.	• Obtaining the business plans, projected profitability statements for the upcoming real estate projects.
The companys deferred tax assets in respect of brought forward business losses are based on the projected profitability of upcoming real estate projects. This is determined on the basis of business plans demonstrating availability of sufficient taxable income to utilize such deferred tax asset.	• Evaluating the design and testing the operating effectiveness of controls over assessment of deferred tax balances and underlying data.
We have identified recognition of deferred tax assets as key audit matter because of the related complexity and subjectivity of the assessment process. The assessment process is based on assumptions affected by expected future market or economic conditions.	• We tested the computations of amount and tax rate used for recognition of deferred tax assets.
	• We verified the disclosure made by the company in respect of deferred tax assets.

Other Information

The Companys Management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the standalone financial statements and our auditors report thereon. The other information is expected to make available to us after the date of 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 during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Financial Results

The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS 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 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.

In preparing the standalone 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.

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

Auditors Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional 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 financial controls 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 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 conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

(ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit, we report that:

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

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

c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flow and the Statement of Changes in Equity dealt with by this report are in agreement with the relevant books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

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

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure-II". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

g. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act:

In our opinion and to the best of our information and according to the explanations given to us, remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 read with Schedule V of the Act.

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 has disclosed the impact of pending litigations on its financial position in its standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company did not have any derivative contracts as at March 31,2024.

iii. There are no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that,

to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. (a) No final dividend was proposed in the previous year which was required to be paid by the company during the year.

(b) No interim dividend was declared or paid during the year.

(c) The Board of Directors of the company have not proposed any final dividend for the year.

vi. Based on our examination, which included test checks, the Company has used an accounting software for maintaining its books of account for the financial year ended March 31,2024 which has a feature of recording audit trail (edit log) facility and the same has operating for all relevant transactions recorded in the software after implementation of audit trail in accounting software. However, due to the inherent limitation of the accounting software, we are unable to comment whether there were any instances of the audit trail feature been tempered during the audit period (refer note no 50 (xii) of the standalone financial statements).

As proviso to Rule 3 (1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention in not applicable for the financial year ended March 31, 2024.

2. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure I" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

ANNEXURE I TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report to the Members of TARC Limited of even date)

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

i) In respect of the Companys Property, Plant and Equipment and Intangible Assets:

(a) (A) The company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right -of- use assets.

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

(b) The company has a program of physical verification of Property, Plant and Equipment and right-of-use of assets so as to cover all the assets once every three years which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment were due for verification during the year and were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) In our opinion and according to information and explanations given to us and on the basis of an examination of the records of the Company, we report that, the title deeds of immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favor of the lessee), disclosed in the financial statements included under property, plant and Equipments and investment properties are held in the name of the company except as under :-

S. N. Immovable Properties held as	Description	Gross Carrying Value	Title Deed held in the name of	Property held since which date	Reason for not being held in the name of Company
1 Investment Properties	Land parcels and building held as Investment Properties	1240.40	Anant Raj Limited (Demerged Entity)	01.10.2018*	Assets transferred to the company upon demerger, pending mutation in favour of the company.

*Appointed date as per scheme of arrangement has been taken to be the date since when property is held.

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

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

ii) (a) The inventory includes land, completed real estate projects, projects in progress, construction material, development and other rights in identified land. Physical verification of inventory has been conducted at reasonable intervals by the management and discrepancies noticed which were not material in nature have been properly dealt with in the books of accounts.

(b) The Company has not been sanctioned working capital limits in excess of C5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets, hence reporting under clause 3(ii) (b) of the order is not applicable.

iii) According to the information and explanations given to us and on the basis of examination of books of accounts of company, we report that the company has made investments in, or granted loans and advances in the nature of unsecured loans to companies, firms and limited liability partnership firm or other parties in respect of which:

(a) The Company has provided loans or advances in nature of loans to subsidiaries, partnership firm and also to Limited Liability Partnership firm as per following details:

		(C in Lakhs)
Particulars	Loans	Total
Balance outstanding as at April 1, 2023:
Subsidiary	50,719.02	50,719.02
Firm /LLP	4.53	4.53
Add: Aggregate amount granted during the year	-
Subsidiary	18,631.53*	18631.53
Firm /LLP	8.053	8.053
IND Adjustments	391.910	391.910
Less: Aggregate amount received back during the year	-
Subsidiary	6779.44	6779.44
Firm /LLP	3.43	3.43
Balance outstanding as at March 31, 2024:	-
Subsidiary	62,963.02	62,963.02
Firm /LLP	9.15	9.15

^includes C 13,279.08 lakhs amount paid by the Company during the year to meet the liabilities of subsidiaries disclosed as current loans to related parties in Note no. 5 to Standalone Financial Statements.

According to information and explanation given to us, the company has not provided any security or provided any guarantee or securities to Companies, firms and Limited Liability Partnership firms or to other entities.

(b) The investments made, and the terms and conditions of grant of loan and guarantees provided are, prima facie, not prejudicial to interest of company.

(c) In respect of loans and advances in the nature of loans, the schedule of repayment of principal & payment of interest (wherever interest bearing loan have been granted) have not been stipulated, accordingly, we are unable to make specific comment on the regularity of repayment of

principal & interest wherever granted interest bearing.

(d) As there is no stipulation of schedule of repayment of principal & interest wherever applicable, we are unable to make specific comment on the total amount overdue for more than 90 days & step taken by company for recovery of principal & interest.

(e) No loan granted by the company which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties

(f) The company has granted loan either repayable on demand or without specifying any terms or period of repayment as per following details (refer note no. 5 of Standalone Financial Statements)

Particulars	Subsidiary	LLP/Firm	Total
Aggregate amount of loans outstanding (net of repayment):
- Repayable on demand (A)	59,914.48	9.15	59,923.63
- Agreement does not specify any terms or period of repayment (B)	3,048.54	-	3,048.54
Total (A+B)	62,963.02	9.15	62,972.17
% of outstanding loan to total loans	99.98%	0.02%	100%

iv) The company has generally complied with the provisions of section 185 and 186 of Companies Act2013 in respect of loans granted, investment made as applicable.

v) The Company has not accepted any deposits or amounts which are deemed to be deposits, hence, reporting under clause 3(v) of the Order is not applicable.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of the activities carried on by the Company 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) In respect of Statutory Dues:

a) In our opinion and according to the information and explanations given to us, undisputed statutory dues, including provident fund, Employees State insurance, Income tax, Sales Tax, Service tax, duty of Custom, duty of Excise, Goods and Service tax,

Value Added Tax, Cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities by the Company. 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 dues of income tax, duty of customs, value added tax, GST or other applicable material statutory dues which have not been deposited as at 31^st March 2024 on account of any dispute except as under:

Name of Statute	Nature of Dues	Amount involved (D in Lakhs)	Period to which the amount relates	Forum where dispute is pending	Remarks, if any
Director General of Anti Profiteering	Goods & Service Tax	679.07	01.07.2017 to 30.06.2019	National Anti-Profiteering Authority
Income Tax Act, 1961	Income Tax	1,723.53	A.Y. 19-20 and A.Y. 20-21	CIT (Appeal), New Delhi

viii) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix) a) In our opinion and according to the information

and explanations given to us, the Company has not defaulted in repayment of loans and borrowings or in the payment of interest thereon to any lender. Loans taken from Body corporates and other related parties are repayable on demand and no demand for repayment of principal/interest have been made by the lender, accordingly, no comments are being offered on regularity of repayment of principal and interest.

b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any other authority.

c) The company has not taken any term loan during the year, hence, reporting under clause 3(ix)(c) of the order is not applicable.

d) On an overall examination of the financial statements of the Company, funds raised on shortterm basis have, prima facie, not been used during the year for long- term purposes by the Company.

e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company we report that the Company has raised funds by issuing 1910 number of 6% senior secured redeemable unlisted non-convertible debentures having face value of C10,00,000 per debenture on private placement basis aggregated to C 19,100.00 Lakhs from following entities and persons on account of or to meet its own and also liability of its subsidiaries. The details of obligations of its subsidiaries met by the Company are as under:

Nature of Funds taken	Name of Lender/ Subscriber to Non-Convertible Debentures	Amount Involved (D in Lakhs)	Name of Subsidiaries or Step-down Subsidiaries	Relation	Nature of Transaction for Remarks which funds utilized
6% Senior Secured Redeemable unlisted Non- Convertible Debentures	M/s Catalyst Trusteeship Limited	13,279.08	TARC Projects Limited	Subsidiary Company	For project related expenditure of subsidiary
Total		13,279.08

The Company do not have any investments in Joint Venture Companies.

f) According to the information and explanations given to us and procedures performed by us, we report that during the year ended March 31,2024, the Company has raised funds by issuing 1910 6% senior secured redeemable unlisted non- convertible debentures having face value of C10,00,000 per debenture on private placement basis aggregated to C19,100.00 Lakhs on the pledge of securities held in its subsidiaries as investment as per details below. Further, the Company has not defaulted in repayment of debentures as per stipulation (Details of securities held as investment offered by the company are fully described in note 4.3)

Nature of Funds	Name of Lender	Amount of NonConvertible Debenture issued during the year ended March 31, 2024	Name of Company whose security pledged and relation	Details of Security Pledged (Also refer to note no. 4.3 of Standalone Financial Statements)	No. of Shares Pledged	Carrying value of Investment in Standalone Financial Statements	Charge Created in whose favour	Remarks
6% Senior Secured Redeemable NonConvertible Debentures	M/s Catalyst Trusteeship Limited	19,100.00	TARC Infrastructure Limited	Equity Shares	50,000	5.00	M/s Catalyst Trusteeship Limited
			BBB Realty Limited		50,000	5.00
			Bolt Properties Limited		50,000	5.00
			Echo Buildtech Limited		50,000	5.00
			Elevator Promoters Limited		50,000	5.00
			Elevator Properties Limited		50,000	5.00
			Fabulous Builders Limited		50,000	5.00
			Gadget Builders Limited		50,000	5.00
			Grand Buildtech Limited		50,000	5.00
			Green View Buildwell Limited		50,000	5.00
			High Land Meadows Limited		6,250	5,005.00
			Jubilant Software Services Limited		50,000	5.00
			Kalinga Realtors Limited		50,000	5.00
			Park Land Construction and Equipments Limited		50,000	5.00
			TARC Green Retreat Limited		6,416,029	9,979.51
			TARC Projects Limited		536,566	24,296.94
			Townsend Construction and Equipments Limited		50,000	5.00
			Travel Mate India Limited		740,000	39.96

x) a) The Company has not raised money by initial public offer or further public offer (including debt instruments) during

the year, hence, reporting under clause 3(x)(a) of the Order is not applicable.

b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally), hence, reporting under clause 3(x)(b) of the Order is not applicable.

xi) a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

b) No report under sub section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year upto the date of this report.

c) No whistle blower complaints have been received by the Company during the year (and upto the date of this report).

xii) The Company is not a Nidhi Company, hence, reporting under clause 3(xii) of the Order is not applicable.

xiii) In our opinion, the Company is in compliance with the Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xiv) a) In our opinion the Company has an adequate

internal audit system commensurate with the size and the nature of its business.

b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

xv) In our opinion, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xvi) a) In our opinion, the Company is not required to be

registered under section 45-IA of the Reserve Bank of India Act, 1934, hence, reporting under clause 3(xvi)(a),(b) and (c) of the Order is not applicable.

b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016), hence, reporting under clause 3(xvi)(d) of the Order is not applicable.

xvii) The Company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

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

xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the

Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of 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 explanation given to us, the Company is not required to spend in Corporate Social Responsibility (CSR), hence reporting under clause 3(xx)(a) and (b) of the order is not applicable to the Company (Refer note no 41 of the Standalone Financial Statements).

	For Doogar & Associates
	Chartered Accountants
	Firm Registration No: 000561N
	M.S Agarwal
	(Partner)
	Membership No: 086580
	UDIN: 24086580BKCTXY6194
Place: Gurugram
Date: May 27, 2024

Annexure II to Independent Auditors Report

(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report to the Members of TARC Limited of even date)

Report on the Internal Financial Controls under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of TARC Limited (?the Company") as at March 31, 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. 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 respective 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, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over

financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone 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 system over financial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that:

(a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(b) 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 authorizations of management and directors of the company; and

(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control

over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material

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

	For Doogar & Associates
	Chartered Accountants
	Firm Registration No: 000561N
	M.S Agarwal
	(Partner)
	Membership No: 086580
	UDIN: 24086580BKCTXY6194
Place: Gurugram
Date: May 27, 2024