Unitech Ltd Auditor Reports

TO THE MEMBERS OF UNITECH LIMITED

Report on the Audit of the standalone financial statements

The Honble Supreme Court vide its order dated 20^th January 2020 has, inter alia, given directions that the Board of Directors of Unitech Limited, as existing on that date, be superseded with immediate effect in order to facilitate the taking over of management by the new Board of Directors constituted in terms of the proposal submitted by the Union Government of India "UOI". In Compliance of the Direction, new Board of Directors, as appointed by Union Government of India, took charge of office on 21^st January, 2020. Subsequently, Resolution Framework (RF) for Unitech group has been prepared by the newly appointed Board of Directors which is approved in the meeting of the Board held on June 17, 2020 with (as amended) and the same has also been filed with the Honble Supreme Court.

Disclaimer of Opinion

We have audited the accompanying Standalone Financial Statements of the Company which comprise the Balance Sheet as at 31^st March, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows, and a summary of significant accounting policies and other explanatory information, in which are incorporated the financial information for the year ended on that date of the Companys branch office at Libya which are not yet audited by the branch auditor. As at 31^st March 2024, the Company has made provision for nonrecoverability of assets and provision for write-back of trade liabilities in respect of the Libya branch office.

Our audit indicates that, because of the substantive nature and significance of the matter described below, we have not been able to obtain sufficient appropriate evidence to provide a basis for expressing an opinion on the statement as to whether these Standalone Financial Statements are prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other recognized accounting practices and policies generally accepted in India and has disclosed the information required to be disclosed under the Companies Act, 2013 including the manner in which it is to be disclosed, or that it does not contain any material misstatement.

Basis for Disclaimer of Opinion

We conducted our audit of the Standalone Financial Statements in accordance with standard on auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors Responsibility 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 Accountant of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. Because of the significance of the matters described below we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

We draw your attention to the following matters:

(i) We draw attention to Note no. 54 of the Standalone Financial Statements, which have made references to the Resolution Framework (RF) for Unitech group. The company has requested the Honble Supreme Court to grant some

concessions and reliefs so that the company is able to fulfil its obligations towards the construction of the projects and meet other liabilities. Since the RF has not yet been approved by the Honble Supreme Court, the impact of the proposed reliefs, concessions etc. have not been considered in the books of accounts.

(ii) Material uncertainty related to going concern

We draw attention to Note no. 38 of the Standalone Financial Statements wherein the management has represented that the Standalone Financial Statements have been prepared on a going concern basis, notwithstanding the fact that the Company has eroded its net worth and has incurred losses, both in the current and previous year, and has challenges in meeting its obligations, servicing its current liabilities including bank loans and public deposits. The Company also has various litigation matters which are pending before different forums, and further, various projects of the Company have stalled/ slowed down.

In compliance of the directions of the Honble Supreme Court, as contained in courts order dated 20^th January 2020, the appointed Board of Directors has requested the honble Supreme Court to grant certain concessions and reliefs so that the Company is able to fulfill its obligations towards the construction and completion of in-complete projects and meet other liabilities.

These conditions indicate the existence of material uncertainty that may cast significant doubt about Companys ability to continue as a going concern. The appropriateness of assumption of going concern is critically dependent upon the Companys ability to raise finance and generate cash flows in future to meet its obligations, and also on the final decision of the Honble Supreme Court on the Resolution Framework. Also, the Board of Directors are exploring various possible options for completion of ongoing projects and are trying to generate additional possible revenues by construction of new flats.

Considering the above, we are unable to express an opinion on this matter.

(iii) The Management of the Company has not conducted any impairment assessment for the investments made by the erstwhile management in subsidiary companies, joint venture and associates having aggregate carrying value of Rs. 954,96.43 lakhs, despite strong indicators existing for impairment assessment, as required by Ind AS 36, Impairment of Assets. In view of non-existence of any impairment study, we are unable to express an opinion upon the adjustments, if any, that may be required to the carrying value of these investments and its consequential impact on the Standalone Financial Statements. (refer Note 5 of the Standalone Financial Statements)

(iv) We have not been provided with sufficient evidence about the recognition of fair value of the estimated loss allowance on loans and advance given by erstwhile management to subsidiary companies, joint ventures and associates amounting to Rs. 4461,93.80 lakhs and trade receivables from subsidiary companies, joint ventures and associates amounting to

Rs. 45,55.07 lakhs as required by Ind AS 109, Financial Instruments. (refer Note 6, 13 and 45(v) of the Standalone Financial Statements)

We are therefore unable to express an opinion on the recoverability of the loans and trade receivables from subsidiary, joint ventures and associates, fair value of estimated loss allowance on loans, trade receivables and corporate guarantee given and the consequential impact on the Standalone Financial Statements.

(v) We draw attention to note 49 of Standalone Financial Statements which contains details of corporate and bank guarantees issued by the erstwhile management for its subsidiaries and joint ventures. We have not been provided sufficient evidence regarding recognition of fair value of the estimated loss allowance on corporate guarantee given by erstwhile management on behalf of its subsidiary, joint ventures and associates amounting Rs. 1222,85 lakhs as required by Ind AS 109, Financial Instruments. We are therefore unable to express an opinion on the fair value of estimated loss allowance on corporate and bank guarantee.

(vi) The Management of the Company has not conducted any impairment assessment for the investments made and advances given for purchase of land by the erstwhile management in unrelated companies / entities having aggregate carrying value of Rs. 345,76.40 lakhs and Rs. 312,90.99 lakhs respectively, despite of strong indicators existing for impairment assessment, as required by Ind AS 36, Impairment of Assets. In view of nonexistence of any impairment study, we are unable to express an opinion upon the adjustments, if any, that may be required to the carrying value of these investments and its consequential impact on the Standalone Financial Statements. (refer Note 5 and 59 of the Standalone Financial Statements)

(vii) We have not been provided with sufficient evidence about the recognition of fair value of the estimated loss allowance on loans given by erstwhile management to unrelated companies / entities amounting to Rs. 60,61.54 lakhs, trade receivables amounting Rs. 410,82.37 lakhs, inter corporate deposit amounting to Rs. 138,53.66 lakhs and security deposits given amounting Rs. 522,98.93 lakhs as required by Ind AS 109, Financial Instruments. We are therefore unable to express an opinion on the recoverability of the loans given, trade receivables and security deposits given from unrelated companies / entities, fair value of estimated loss allowance on loans given, trade receivables and security deposits given, and the consequential impact on the Standalone Financial Statements. (refer Note 6, 7,10 and 14 of the Standalone Financial Statements)

(viii) Balance of amounts due to / from trade receivables, trade payables, bank balances, borrowings, advance received from customers, advance to suppliers, security deposits, other loans and advances, advance for purchase of land, inter corporate deposits and other assets are pending for reconciliation / confirmation. The overall impact of the above and the consequential impact of same on standalone financial statements are not ascertainable and hence, we are unable to express an opinion on the same. (refer Note 51 and 64 of the Standalone Financial Statements)

(ix) Amount recoverable from GNIDA amounting Rs. 183,39.80

lakhs is subject to confirmation / reconciliation. In view of absence of the reconciliation, we are unable to express an opinion on the consequential impact of same on Standalone Financial Statements. (refer Note 60 of the Standalone Financial Statements)

(x) Variation of Rs. 934.15 lakhs has been observed between balance lying with Supreme Court registry and books of accounts and the same is under reconciliation. In view of absence of the reconciliation, we are unable to express an opinion on the consequential impact of same on Standalone Financial Statements. (refer Note 68 of the Standalone Financial Statements)

(xi) Refer note 49 of Standalone Financial Statements:-

A) Statutory dues related to Income-tax Act, 1962 amounting Rs. 102,46.88 lakhs, Professional Tax amounting Rs. 0.59 Lakhs, Employees Provident Funds and Miscellaneous Provisions Act, 1952 amounting to Rs. 24,42.87 Lakhs pertaining to the period of erstwhile management, are unpaid since long. In view of non-payment of statutory dues, possibility of levies, some penalties by the respective departments cannot be ruled out. On account of the above, we are unable to express an opinion on the consequential impact of same on Standalone Financial Statements.

B) In certain cases, we observed that Tax Deducted at Source (TDS) has not been deducted on estimated liability created by the Company based on memorandum statement of accounts received from lenders other than banks. Same is in contravention of the provisions of chapter XVII of Income-tax Act, 1961 which mandates deduction of tax at source at earlier of booking or payment.

C) Input credit receivable (GST) of Rs. 61,40.53 lakhs is subject to reconciliation with the balance of input credit claimable from GST department (in GST portal). In view of absence of the reconciliation, we are unable to express an opinion on the consequential impact of same on Standalone Financial Statements.

(xii) In view of the instances of non compliance with certain debt covenants including interest & principal repayment defaults, we would like to draw attention to the fact that the Company has not obtained the balance confirmations on loans from lenders (including non-convertible debentures) amounting to Rs. 9337,02.50, lakhs (including interest accrued of Rs. 5930,97.85 lakhs). In the absence of adequate and sufficient audit evidence to establish the amounts payable to the lenders, we are unable to express an opinion on the correctness of these amounts reflected in the Standalone Financial Statement and also on their consequential impact including potential tax liabilities. (refer Note 53 of the Standalone Financial Statements)

(xiii) Non-compliance of provisions of Indian Accounting Standards "IND AS" as prescribed under Section 133 of the Companies Act, 2013: -

a) Revenue from real estate projects (IND AS 115)

We draw attention to Note no. 1.3 (x) (a) of the Standalone Financial Statements, stating that the Company is accounting for revenue under real estate projects using percentage of completion method (POCM) with an understanding that

performance obligations are satisfied over time whereas, the terms of the agreements entered by the Company with buyers of the property does not satisfy the conditions specified in paragraph 35 of Indian Accounting Standard 115 "Revenue from Contracts with Customers" in all the cases.

b) We draw attention to Note no. 61 of the Standalone Financial Statements, The Company has accounted for its investment in one of its subsidiary M/s Unitech Power Transmission Limited, as non-current assets held for sale. Cost of investment as on 31^st March, 2024 is Rs. 42,26.26 lakhs.

Non determination of fair value for asset held on sale, as on the date of reporting, is not in compliance with the provisions of Indian Accounting Standard 105 "NonCurrent Assets Held for Sale and Discontinued Operations". Accordingly, we are unable to express an opinion upon the consequential impact, if any, on the carrying value of the asset held for sale and on the reported loss in the Standalone Financial Statements.

c) Inventory and project in progress.

1) The management has not conducted any assessment of net realisable value of the inventory amounting Rs. 625,17.96 lakhs which is required as required in paragraph 9 of Indian Accounting Standard 2 "inventories". (refer Note 9 of the Standalone Financial Results)

2) Reconciliation of sub-ledger records for advance received from homebuyers and trade receivables is in progress. In view of absence of the reconciliation, we are unable to express an opinion on the consequential impact of same on Standalone Financial Statements. (refer Note no.10 of the Standalone Financial Results)

3) Project wise breakup of expenditure incurred on project covered under "project in progress on which revenue is not recognized" not made available to us. Hence, we are unable to comment upon the accuracy of the amount disclosed thereunder. (refer Note no.16 of the Standalone Financial Results)

4) We draw attention to note 16 of the Standalone Financial Statements Other Current Assets which include Amount Recoverable from Project in Progress (on which revenue is Recognized) wherein no underlying documents for Rs. 107,08.78 lakhs, recognized as profit on sold property by erstwhile management is available for verification. In absence of the same, we are unable to comment on the correctness of the profit recognized on sold property.

In the absence thereof, we are unable to express an opinion upon the discrepancies if any and its consequential impact thereof.

(xiv) We draw attention to Note no. 56 of the Financial Statements in respect of default in repayment of public deposits accepted by erstwhile management. As per the financial books, principal amount of deposit accepted for Rs. 534,87.75 lakhs is overdue for repayment. The Company has not created any provision for interest payable during the financial year amounting Rs.

65,26.69 lakhs (accumulated unaccounted interest is Rs.

483.22.14 lakhs). In our opinion, losses of the Company and value of public deposits are understated to extent of Rs.

483.22.14 lakhs. Further, the Company has not yet filed Form DPT 3 return with Ministry of Corporate Affairs since financial year 2020-21 onwards.

(xv) We draw attention to note no 2 of the Standalone Financial Statements, the Company has conducted physical verification of its property plant and equipment. However, reconciliation between book balance and physical count is in progress. In the absence of such reconciliation, we are unable to express an opinion on the discrepancy between book record and physical counts, if any and its consequential impact of the financial statements. (refer Note 2 of the Standalone Financial Statements).

(xvi) We draw attention to Note no. 65 of the Standalone Financial Statements, Company has not appointed an internal auditor since financial year 2020-21 till date which is in contravention of the provisions of section 138 of the Companies Act, 2013.

(xvii) We draw attention to note 49 of standalone financial Statements which states that the Company has 2,456 litigation pending in Honble Supreme Court of India. Based on the explanation provided by the Company, considering the number of litigations pending, it is not possible for the Company to compute the possible impact of the same. In view of above, we are unable to express an opinion on the accounting of potential liability on account of pending case and completeness of disclosure of contingent liability made by the company in the standalone financial statements.

All of the items mentioned in this para, we had given a disclaimer of opinion on the standalone financial statements for the year ended 31^st March 2023, 2022 and 2021 in respect of these matters.

Non compliance of disclosures required under Schedule III of Companies Act, 2013

The Company is not able to provide / substantiate details of following disclosures required under the provisions of Schedule III of Companies Act, 2013 (refer Note no.76 of the Standalone Financial Results):-

a) Complete details of title deeds of immovable properties not held in the name of the Company

b) Details of benami property held and any proceeding has been initiated or pending against the company, if any

c) Utilisation of borrowed funds

d) Relationship and transactions with struck off companies

e) Ageing for trade receivables

f) Ageing for trade payables

g) Details related to creation / satisfaction of charges KEY AUDIT MATTER

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current year. 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. As all material items are already described as a matter in the "Basis of Disclaimer of Opinion" para, there are no items which can be reported as key audit matters to be communicated separately.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The companys management and board of directors are responsible for the other information. The other information comprises the information included in Annual Report but does not include the Standalone Financial Statements and our auditors report thereon. The Annual Report is expected to be made available to us after the date of this auditors report.

Our opinion on the Standalone Financial Statements does not cover the other information and we will not express any form of assurance conclusion thereon.

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

When we read the Annual Report, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance and if required issue a revised Audit report on Standalone Financial Statements.

RESPONSIBILITY OF MANAGEMENT FOR STANDALONE FINANCIAL STATEMENTS

The Companys Board of Directors is responsible for the matters stated in sub-section 5 of Section 134 of the Companies Act, 2013 ("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 including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act read with relevant rules issued thereunder.

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 intend to liquidate the company or to cease operation, or has no realistic alternative but to do so.

The board of directors are also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANICAL STATEMENTS

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for explaining 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; and

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

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 statements 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.

Emphasis of Matter:

We draw attention to Note no. 52 of the accompanying unaudited standalone financial statements which describes that the audited financial statements for the year ended 31^st March 2023 have not been adopted in the Annual General Meeting held on 29^th September 2023.

Our opinion is not modified in respect of this matter.

Other Matter:

We draw attention to Note no. 55 of the Standalone Financial Statements, A forensic audit of the Company was conducted as per directions of the Honble Supreme Court. We have been informed that the report on the forensic audit is not available with the Company or its Board of Directors; hence impact of observations in the forensic audit report can be ascertained only after the same is obtained.

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 exercise of powers conferred by sub-section 11 of section 143 of the Act, we enclose in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by sub-section 3 of Section 143 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, except as stated in Basis of Disclaimer of Opinion section.

b) Except for the possible effects of the matters described in the Basis of Disclaimer of Opinion section above and in clause j(vi) below on reporting under Rule 11(g), 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 accounts of the branch office of the company auditable under section 143(8) of the Act by the branch auditor have not yet been audited by the branch auditor due to the adverse political situation prevailing in Libya, and hence we are unable to comment on whether the financial information provided by the management in this regard has been properly dealt with.

d) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

e) Except for Indian Accounting Standard "IND AS" 109 (Financial Instruments), 36 (Impairment of Assets), 2 (Inventories), 115 (Revenue Contract with Customers) and 105 (Non Current Assets held for Sale and Discontinued Operations), as mentioned in the Basis of Disclaimer of Opinion section above, in our opinion, the aforesaid Standalone financial statements are complied with the Indian Accounting Standards specified under Section 133 of the Act, as applicable, read with relevant rules issued thereunder.

f) The matters described in the Basis of Disclaimer of Opinion section above, in our opinion, may have an adverse effect on the functioning of the company.

g) As mentioned earlier, the Honble Supreme Court vide its order dated 20^th January 2020 has, inter alia, given directions that the Board of Directors of Unitech Limited, as existing on that date, be superseded with immediate effect in order to facilitate the taking over of management by the new Board of Directors constituted in terms of the proposal submitted by the Union Government. The company has not provided the Form DIR-8 pursuant to Section 164(2) and the rule 14(1) of Companies (Appointment and Qualification of Directors) Rule, 2014 as on 31^st March, 2024 and hence we are unable to comment on whether all the directors are disqualified as on 31^st March, 2024.

h) The qualifications relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion section above and in clause j(vi) below on reporting under Rule

11(g).

i) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses a

Disclaimer of Opinion on the existence of the Companys internal financial control over financial reporting.

j) 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) Since, the company has not provided the full details of pending litigations, as mentioned in the Disclaimer of Opinion para, we are unable to comment on whether the company has correctly disclosed the impact of pending litigations on its financial position in the Standalone Financial Statements in accordance with the generally accepted accounting practice. Refer Note 49 of the Standalone financial statements.

ii) The company has not provided the details and relevant supporting of any long term contracts entered into by the company and hence we are unable to comment on whether the company has made provisions, as required under the applicable law or accounting standards, for all material foreseeable losses on long term contracts.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. With regard to unclaimed and unpaid amounts pertaining to matured deposits and interest accrued thereon, the Company has informed us that a number of deposit holders have put in claims which are pending before various judicial forums for the matured deposit and interest accrued thereon, and hence ascertaining the unclaimed amounts for the purpose of transfer to the Investor Education and Protection Fund was indeterminate.

iv) Due to non-availability of adequate and relevant supporting documents, we are unable to comment whether:

a) any 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(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) any funds (which are material either individually or in the aggregate) 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 that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused them to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above does not contain any material misstatement.

v) The company has not declared or paid any dividend during the year. Hence, reporting under section 123 of the Companies Act, 2013 is not applicable.

vi) Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility, however the same has not operated throughout the year for all relevant transactions recorded in the respective software but only from 1^st March, 2024 to 31^st March, 2024. (refer Note no.77 of the Standalone Financial Results)

Further, from 1^st March, 2024 to 31^st March 2024 where audit trail (edit log) facility was enabled, we did not come across any instance of the audit trail feature being tampered with during the course of our audit

k) As required by section 197(16) of the Act, we report that the company has paid remuneration to its directors during the year in accordance with the order no. Legal -10/01/2020 dated 21/01/2020 of the Central Government, Ministry of Corporate Affairs.

For GSA & Associates LLP

Chartered Accountants Firm Registration No.: 000257N/ N500339

	(Anshu Gupta)
	Partner
Place: Gurugram	Membership No. 077891
Date: 28th May, 2024	UDIN - 24077891BKGFDE1670

ANNEXURE - A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 of Report on Other Legal and Regulatory

Requirements section of our report of even date)

As required by the Companies (Auditors Report) Order, 2020 ("the

Order") issued by the Central Government in terms of Section

143(11) of the Act, we give in the Annexure as follows:

i) In respect of its property, plant and equipment:

a) (A) The company has not maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets comprising property, plant and equipment, capital work-in-progress & investment property, and relevant details of right of use assets;

(B) The company has not maintained proper records showing full particulars of Intangible Assets.

b) The Fixed assets comprising property, plant and equipment & investment property.

The Company has conducted physical verification of its property plant and equipment and the reconciliation of the same with books of accounts is in progress. Accordingly, in absence of reconciliation, it is not possible for us to comment whether there are any material discrepancies with respect to the same and whether the same have been properly dealt with in the books of accounts.

c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are purchased in the name of the Company as at the balance sheet dateIn respect of immovable properties of land and buildings that have been taken on lease and disclosed under property, plant and equipment & right-to-use assets in the Standalone financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement. Also, due to non-availability of information related to litigations and proceedings initiated / pending against the company, we are not able to comment on any possible impact of such litigations on ownership titles of these properties for the Company.

d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right-of-use assets) or Intangible assets or both during the year.

e) Due to non-availability of information related to litigations and proceedings initiated / pending against the company, we are unable to comment on whether any proceedings initiated or pending against the company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

ii) (A) As per explanation given to us, the inventories were not physical verified by the Management at reasonable intervals

and hence it is not possible to determine whether there are any material discrepancies with respect to the same and whether the same have been properly dealt with in the books of accounts.

(B) According to the information and explanations given to us, all cash credits (working capital facilities) have been declared by all the lenders as Non-Performing Accounts and the Company does not have any transactions in these accounts. Accordingly, Company has not submit any quarterly returns or statements with such banks.

iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, except for loans / advances given to Subsidiaries companies, no other loans or advances, security deposits, guarantees have been given by the Company during the current year. However, in earlier years, erstwhile management of the Company has made investments in companies, provided guarantee and granted secured and unsecured loans to companies, firms, limited liability partnerships and other parties, in respect of which the requisite information is as below.

Particulars	Loans- Unsecured*	Security given*	Guarantees given*	Advances - Unsecured
Aggregate amount granted/ provided during the year: -				-
- Subsidiaries	8,03.79	-	-	-
- Associate	-	-	-	-
- Joint Venture	-	-	-	-
- Others	-	-	-	-
Balance outstanding as at balance sheet date in respect of above cases (Refer note below):
-Subsidiaries	3774,15.29	-	-	619,65.56
- Associate	-	-	-	-
-Joint Venture	83,81.00	-	-	21.02
- Others	199,15.20	53,132.96	-	-

*Due to non-availability of confirmation from any of the concerned party, we cannot comment on the completeness of balances as on the reporting date in view of the balance confirmation from these entities are not received.

a) In absence of information, agreements or other supporting documents regarding investment made, guarantee provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantee provided, we are not in a position to comment whether the same are prejudicial to the companys interest.

b) There are no stipulated schedule of repayment of principal and payment of interest and hence we are unable to comment upon whether the repayments or receipts of the principal amount and the interest are regular.

c) Since the schedule of repayment has not been stipulated, the provisions of clause 3(iii)(d) and 3(iii)(e) of the Order cannot be commented upon.

d) In absence of agreements and relevant supporting documents in respect of loan or advance in the nature of loan, we are unable to comment whether the company has granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.

iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company during the year, the Company has not undertaken any transaction in respect of loan, guarantees and securities covered under section 185 of the Act and also the Company has not made any investment as referred in section 186 (1) of the Act. However, the company has not provided the complete details and relevant supporting in relation to loans, investments, guarantees and security provided/made by erstwhile management of the Company in respect of the same provisions of section 185 and 186 of the Companies Act, 2013 and hence we are unable to comment on the same.

v) The Company has not accepted any deposits under the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder. Further, the erstwhile management of the Company had accepted amounting to Rs. 534,87.75 lakh deposits under Section 58A of the Companies Act, 1956. In our opinion and according to the information and explanations given to us, the Company has not complied with requirement of section 74(1) (b) read with Rule 19 of the Companies (Acceptance of deposits) Rules, 2014 with regard to the deposits accepted from the public. The nature of contraventions are not determinable and there are no information provided to us whether any order 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 and whether same has been compiled with or not.

vi) According to the information and explanations given to us, the Central Government has prescribed the maintenance of cost records under sub-section (1) to Section 148 of the Companies Act, 2013 in respect of products and services sold / rendered by the Company. We have not 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 of the Act. However, cost records of the company have been audited by the external agency and no adverse comments have been made by the Cost Auditors in their cost audit report for the year ended 31^st March 2023.

vii) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion:

a) According to the information and explanations given to us, there are undisputed amounts payable during the erstwhile management period in respect of Provident Fund, Employees State Insurance, Income-tax, Goods and Services Tax, Customs Duty, Excise Duty, Cess and other material statutory dues were in arrears as at

31^st March 2024 for a period of more than six months from the date they became payable of Rs. 188,38.35 lakh (excluding GST). (The details of the same are provided in note 28 of the financial statements).

b) The Company has disclosed details of statutory dues unpaid on account of any dispute under note 49 of the financial statements as under:

Name of the Statute	Nature of the Dues	Amount (Rs.in lakh)	Period to which the amount relates	Remarks- Refer Note no of Financial Statements
Income Tax Matter in dispute
Income Tax	Under appeals	12,652.18	2013-14	49 (ii)
Income Tax		17,808.16	2014-15
Income Tax		11,426.95	2015-16
Income Tax		36,945.19	2016-17
Income Tax		31,964.23	2017-18
Income Tax		94,598.62	2018-19
Income Tax		1,065.91	2020-21
TDS		162.19	2007-08
Sales Tax matter in dispute
Sales Tax	Pending in appeals	1,891.73	2016-17	49(iii)
Sales Tax		2,323.35	2015-16
Sales Tax		4,748.61	2014-15
Sales Tax		1,632.02	2013-14
Sales Tax		2,819.89	2012-13
Sales Tax	Pending in appeal (Amount of Rs. 73 lakh deposited in the Department)	73.00	2006-07
Service tax matter in dispute
Service Tax	Pending in appeals	9,641.66	01.04.2014 to 30.06.2017
Service Tax		72.60	01.12.2005 to 31.07.2007	49 (iv)
Service Tax		934.95	2012-13
GST matter in dispute
Goods & Service Tax	Pending in appeals	202.30	2017-18 (UP)
Goods & Service Tax		112.31	2017-18 (Odisha)	49(v)
Goods & Service Tax		224.48	2018-19 (UP)
PF matter in dispute
Provident Fund	Pending in appeals	2671.96	2016- 17	49 (vi) & 49 (vii)
Provident Fund		913.74	2016- 17
Provident Fund		2904.68	2015-19

However, due to the matters described in clause (xi) of basis of disclaimer paragraph, we cannot comment on the completeness of the details disclosed in note 49 of the financial statements.

viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company is having various legal cases pending

at various forums including many cases being subject matter of investigation by Central Bureau of Investigation and Enforcement Directorate. Based on the explanation by the Company, the outcome of such cases cannot be ascertained as of now.

ix) With respect to the loans and borrowing obtained by the Company, we report that:

a. In earlier years, erstwhile of the Company has defaulted in the repayment of loans or borrowings to financial institution, bank or to debenture holders. As per available financial information, the company has defaulted in repayment of term loans taken from banks, Working Capital borrowings, Non- Convertible Debenture, deposits accepted etc.

Description	Aggregate amount of Defaults in repayment of loans and borrowings (including interest) (other than deposits) (Amount in Lakh)
From Financial Institutions	6559,01.31
From Banks	2161,57.63
Non-Convertible Debenture	616,43.56
Total	9337,02.50

b. According to the information and explanations given to us, the Company has been declared a willful defaulter by following banks: (refer note no. 76(iv)

Name of Bank	Outstanding Amount in Lakhs (Rs.)
Bank of Maharashtra	750.00
Canara Bank	113116.00
IDBI Bank	39500.00

c. The company has not provided sanction letters and other supporting documents in respect of term loans and hence we are unable to comment on whether the amount raised from term loans have been applied for the same purpose for which they are raised.

d. The company has not provided sanction letters and other supporting documents in respect of any loans and hence we are unable to comment on whether funds raised on short-term basis have been used for long-term purposes by the company.

e. The company has not provided sanction letters and other supporting documents in respect of any loans and hence we are unable to comment on whether the company has taken any funds from entity and person on account of or to meet the obligations of its subsidiaries, associates and joint ventures.

f. The company has not provided sanction letters, loan agreements and other supporting documents in respect of loans and hence we are unable to comment on whether the company has raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x) With respect to Clause 3(x), we state that: -

a. The company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and 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) and hence reporting under clause 3(x)(b) of the Order is not applicable.

xi) In respect of reporting under clause 3(xi), we state that: -

a. Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality as outlined in the Standards on Auditing, we came across many transactions, entered by erstwhile management, which are under investigation on account of fraud by Enforcement Directorate and Serious Fraud Investigation Office. All these matters are also sub judice before Honble Supreme Court of India.

b. Although, there are various transactions entered by erstwhile management, which are already under investigation on account of fraud by Enforcement Directorate and Serious Fraud Investigation Office, but all the transaction relates to the period prior to the appointment of the management appointed by Honourable Supreme Court of India.

For the financial year ending 31^st March, 2024, based on the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act is required to be filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government

c. As represented to us by the management, there are no whistle blower complaints received by the company during the year"

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

xiii) In our opinion and according to the information and explanations given to us and on the basis of examination of records of the company in during the year, all transaction entered into with the Related Parties are in compliance with Sections 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements note no. 45 as required by the applicable accounting standards.

xiv) In our opinion and based on our examination, though the company is required to have an internal audit system under section 138 of the Act, it does not have the same established for the year

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

xvi) With respect to reporting under clause 3(xvi), we state that: -

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

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

d. According to the information and explanations provided to us during the course of audit, the Group does not have any CIC. Accordingly, the requirements of clause 3(xvi) (d) are not applicable.

(xvii) According to information and explanations given to us, the Company has incurred cash losses of Rs. 2560,09.94 Lakhs during the financial year covered by our audit. Further the company have cash loss of Rs. 2405,51.69 Lakhs in immediately preceding previous year.

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

xix) On account of various matters described in Basis of Disclaimer paragraph of the report issued under 143(3) of the Act and in absence of any information provided by the company regarding financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities and Management plans, we are unable to comment upon whether any material uncertainty exists as on the date of the audit report indicating that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We 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) In our opinion and according to the information and explanations given to us, during the year provisions of section 135 of the Companies Act, 2013 are not applicable on the Company. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For GSA & Associates LLP

Chartered Accountants Firm Registration No.: 000257N/ N500339

	(Anshu Gupta)
	Partner
Place: Gurugram	Membership No. 077891
Date: 28th May, 2024	UDIN - 24077891BKGFDE1670

ANNEXURE - B TO THE INDEPENDENT AUDITORS REPORT

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

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Unitech Limited as of 31^st March, 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 ("The 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 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 Companies Act, 2013.

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 issued by the ICAI and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls. 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.

Because of the matter described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on 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 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 (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 authorizations of management and directors of \the company; and (3) 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.

Disclaimer of Opinion

The system of internal financial controls over financial reporting with regard to the Company were not made available to us to enable us to determine if the Company has established adequate internal financial control over financial reporting and whether such internal financial controls were operating effectively as at 31^st March, 2024.

We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company, and the disclaimer has affected our opinion on the standalone financial statements of the Company, and we have issued a disclaimer of opinion on the standalone financial statements.

For GSA & Associates LLP

Chartered Accountants Firm Registration No.: 000257N/ N500339

	(Anshu Gupta)
	Partner
Place: Gurugram	Membership No. 077891
Date: 28th May, 2024	UDIN - 24077891BKGFDE1670