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Auditor Report of DLF Ltd.

Mar 31, 2023

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of DLF Limited ("the Companyâ), which comprise the Balance sheet as at 31 March 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("the Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS financial statements.

Emphasis of Matter

i) We draw attention to Note no. 50(9)(i)(a), (b) and (c) to the standalone Ind AS financial statements of the Company which describes the uncertainty relating to outcome of following lawsuits filed against the Company:

a) In a complaint filed against the Company relating to imposing unfair conditions on buyers, the Competition Commission of

our audit of the standalone Ind AS financial statements for the financial year ended 31 March 2023. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

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

Auditor''s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

India has imposed a penalty of '' 63,000.00 lakhs on the Company which was upheld by Competition Appellate Tribunal. The Company has filed an appeal which is currently pending with Hon''ble Supreme Court of India and has deposited '' 63,000.00 lakhs as per direction of the Hon''ble Supreme Court of India.

b) In a writ filed with Hon''ble High Court of Punjab and Haryana, the Company and one of its subsidiary and a joint venture Company have received judgements cancelling the sale deeds of land/ removal of structure relating to two IT SEZ/ IT Park Projects in Gurgaon. The Company and the subsidiary companies filed Special Leave petitions (SLPs) challenging the orders which is currently pending with Hon''ble Supreme Court of India. The Hon''ble Supreme Court has admitted the matters and stayed the operation of the impugned judgements till further orders in both the cases.

c) Securities and Exchange Board of India ("SEBIâ) in a complaint filed against the Company, imposed certain restrictions on the Company. The Company had received a favorable order against the appeal in said case from Securities Appellate Tribunal ("SATâ). SEBI, subsequently, has filed a statutory appeal which is currently pending before Hon''ble Supreme Court. SEBI has also imposed penalties upon the Company, some of its directors, officers, its three subsidiaries and their directors which has been disposed off by SAT with a direction that these appeals will stand automatically revived upon disposal of civil appeal filed by SEBI against aforementioned SAT judgement. Based on the advice of the external legal counsels, no adjustment has been considered in these Standalone Ind AS financial statements by the management in respect of above matters. Our opinion is not modified in respect of these matters.

ii) We draw attention to note no. 50(9)(i)(d) regarding the consequential impact of ongoing arbitration and litigation at NCLT, Mumbai w.r.t. a Joint venture company and uncertainties relating recoverability of Company''s net carrying value of loan in the aforesaid Joint venture. Based on the advice of the external legal counsels, no adjustment has been considered in these Standalone Ind AS financial statements by the management in respect of above matter. Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our

professional judgement, were of most significance in

Key audit matters	How our audit addressed the key audit matter
Revenue recognition for real estate projects (as described in note 26 to the standalone Ind AS financial statements)
The Company applies Ind AS 115 "Revenue from contracts with customersâ for recognition of revenue from real estate projects, which is being recognised at a point in time upon the Company satisfying its performance obligation and the customer obtaining control of the underlying asset. Considering application of Ind AS 115 involves significant judgement in identifying performance obligations and determining when ''control'' of the asset underlying the performance obligation is transferred to the customer, the same has been considered as key audit matter.	Our audit procedures included: â¢ Read the Company''s revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115; â¢ Obtained and understood revenue recognition process including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer; â¢ Read the legal opinion obtained by the Company to determine the point in time at which the control is transferred in accordance with the underlying agreements; â¢ Tested, revenue related transactions with the underlying customer contracts, sale deed and handover documents, evidencing the transfer of control of the asset to the customer based on which revenue is recognized; â¢ Assessed the revenue related disclosures included in Note 26 to the standalone Ind AS financial statements in accordance with the requirements of Ind AS 115.
Claims, litigations and contingencies (as described in note 50 to the standalone Ind AS financial statements)
The Company is having various ongoing litigations, court and other legal proceedings before tax and regulatory authorities and courts, including indemnifications and commitments given to a joint venture company, which could have significant financial impact, if the potential exposure were to materialize. Management estimates the possible outflow of economic resources based on legal counsel opinion and available information on the legal status of the proceedings. Considering the determination by the management of whether, and how much, to provide and/ or disclose for such contingencies involves significant judgement and estimation, the same has been considered as key audit matter.	Our audit procedures included: â¢ Understood management''s process relating to the identification and impact analysis of claims, litigations and contingencies (including commitment & indemnifications given to Joint Venture Company); â¢ Obtained confirmation letters from legal counsels and analysed their responses; â¢ Read the minutes of meetings of the Audit Committee and the Board of Directors of the Company related to noting of status of material litigations; â¢ Assessed management''s assumptions and estimates related to disclosures of contingent liabilities in the standalone Ind AS financial statements.
Assessing the carrying value of Inventory and advances paid for land procurement (as described in note 9,10 and 13 to the standalone Ind AS financial statements)
The Company''s inventory comprises of ongoing and completed real estate projects, unlaunched projects and development rights. As at 31 March 2023, the carrying values of inventories amounts to '' 979,098.13 lakhs.	Our audit procedures/ testing included, among others: â¢ Read and evaluated the accounting policies and disclosures made in the standalone Ind AS financial statements with respect to inventories;

Key audit matters

How our audit addressed the key audit matter

The inventories are carried at the lower of the cost and net realizable value (''NRV''). The determination of the NRV involves estimates based on prevailing market conditions, current prices, and expected date of commencement and completion of the project, the estimated future selling price, cost to complete projects and selling costs.

Considering significance of the amount of carrying value of inventories in the standalone Ind AS financial statements and the involvement of significant estimation and judgement in such assessment of NRV, the same has been considered as key audit matter.

Further, the Company has made various advances and deposits to the seller/ intermediary towards purchase of land during the course of obtaining clear and marketable title, free from all encumbrances and transfer of legal title to the Company, whereupon it is transferred to land stock under inventories.

With respect to land advance given, the net recoverable value is based on the management''s estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project, estimation of sale prices and construction costs and Company''s business plans in respect of such planned developments.

â¢ Understood and reviewed the management''s process and methodology of using key assumptions for determination of NRV of the inventories;

â¢ Tested the NRV of the inventories to its carrying value in books on sample basis;

â¢ Where the Company involved specialists to perform valuations, we also performed the following procedures:

â¢ Obtained and read the valuation report used by the management for determining the NRV;

â¢ Considered the independence, competence and objectivity of the specialist involved in determination of valuation; and

â¢ Involved experts to review the assumptions used by the management specialists.

In respect of land advances, our audit procedures included the following:

â¢ Obtained status update from the management and verified the underlying documents for related developments;

â¢ Compared the acquisition cost of the underlying land with current market price in similar locations;

â¢ Evaluated the management assessment w.r.t. recoverability of those advances and changes if any, in the business plans relating to such advances.

Assessing impairment of Investments and loans in subsidiary, joint venture and associate entities (as described in note 6A and 8 to the standalone Ind AS financial statements)

The Company has significant investments and loans in its subsidiaries, joint ventures and associates. As at 31 March 2023, the carrying values of Company''s investments and loans in its subsidiaries, joint ventures and associate entities amounts to '' 2,073,065.68 lakhs (net of impairment).

The Company has also recorded an impairment provision of '' 35,200.92 lakhs against its investment and loans (including accrued interest) in one of its Joint Venture Company.

Management reviews regularly whether there are any indicators of impairment by reference to the requirements under Ind AS 36 "Impairment of Assetsâ.

For investments and loans where impairment indicators exist, significant judgements are required to determine the key assumptions used in the valuation model and methodology, such as revenue growth, discount rates, etc. Considering, the impairment assessment involves significant assumptions and judgement, the same has been considered as key audit matter.

Our procedures in assessing the management''s judgement

for the impairment assessment included, among others, the

following:

â¢ Assessed the Company''s valuation methodology applied in determining the recoverable amount of the investments and loans.

â¢ Obtained and read the valuation report used by the management for determining the fair value (''recoverable amount'') of its investments and loans given;

â¢ Obtained and reviewed the management assessment w.r.t. impairment recorded relating to its investments and loans in a joint venture company. Also assessed the disclosures made in this regard in note 6A, 8 and 50(9)(i)(d) of the standalone Ind AS financial statements;

â¢ Considered the independence, competence and objectivity of the management specialist involved in determination of valuation;

â¢ Tested the fair value of the investment and loans as mentioned in the valuation report to the carrying value in books;

â¢ Made inquiries with management to understand key drivers of the cash flow forecasts, discount rates, etc.;

â¢ Involved experts to review the assumptions used by the management specialists;

â¢ We reviewed the disclosures made in the standalone Ind AS financial statements regarding such investments and loans.

Key audit matters	How our audit addressed the key audit matter
Assessment of recoverability of deferred tax asset (as described in note 11 to the standalone Ind AS financial statements)
As at 31 March 2023, the Company has recognized deferred tax assets of '' 149,186.32 lakhs on deductible temporary differences and unused tax losses. Recognition of deferred tax assets to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax losses can be utilized, involves significant management judgement and estimation given that it is based on assumptions such as the likely timing and level of future taxable profits which are affected by expected future market and economic conditions. Considering, this involves significant judgement and estimates, the same has been considered as key audit matter.	Our audit procedures included, amongst others: â¢ Obtained an understanding of the process and tested the controls over recording of deferred tax and review of deferred tax at each reporting date; â¢ Tested the computation of the amounts recognized as deferred tax assets; â¢ Evaluated management''s assumptions used to determine the probability that deferred tax assets recognized in the balance sheet will be recovered through taxable income in future years, by comparing them against profit trends and future business plans; â¢ Assessed the disclosures on deferred tax included in Note 11 to the standalone Ind AS financial statements.
Related party transactions (as described in note 45 to the standalone Ind AS financial statements)
The Company has undertaken transactions with its related parties in the ordinary course of business at arm''s length. These include making new or additional investments in its subsidiaries; lending loans to related parties; sales and purchases to and from related parties, etc. as disclosed in note 45 to the standalone Ind AS financial statements. We identified the accuracy and completeness of the related party transactions and its disclosure as set out in respective notes to the standalone Ind AS financial statements as a key audit matter due to the significance of transactions with related parties and regulatory compliances thereon, during the year ended 31 March 2023.	Our procedures/ testing included the following: â¢ Obtained and read the Company''s policies, processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosure of related party transactions; â¢ Read minutes of shareholders'' meetings, board meetings and minutes of meetings of those charged with governance in connection with Company''s assessment of related party transactions being in the ordinary course of business at arm''s length; â¢ Tested, related party transactions with the underlying contracts, confirmation letters and other supporting documents; â¢ Agreed the related party information disclosed in the standalone Ind AS financial statements with the underlying supporting documents, on a sample basis.

Information Other than the Standalone Ind AS Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the message from Chairman, Director''s report, Management discussion and analysis report and corporate governance report, but does not include the standalone Ind AS financial statements and our auditor''s report thereon. The message from Chairman, Director''s report, Management discussion and analysis report and corporate governance report is expected to be made available to us after the date of this auditor''s report.

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

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the

other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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

Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in

equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Those charged with governance are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

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

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

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.

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

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

â¢ Conclude on the appropriatenessofmanagement''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and 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.

determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

We did not audit the financial statements and other financial information, in respect of one partnership firm, whose financial statements include Company''s share of profit (post tax) of '' 336.15 lakhs for the year ended 31 March 2023 included in accompanying standalone Ind AS financial statements. These standalone Ind AS financial statements and other financial information of the said partnership firm have been audited by other auditor, whose financial statements, other financial information and auditor''s reports have been furnished to us by the management. Our opinion on the standalone Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of this partnership firm and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid partnership firm, is based solely on the report(s) of such other auditors. Our opinion is not modified in respect of this matter.

The accompanying standalone Ind AS financial statements include unaudited financial statements and other unaudited financial information as regards Company''s share in profit of partnership firm (post tax) of '' 57.21 lakhs for the year ended 31 March 2023. These unaudited financial statements and other unaudited financial information has been furnished to us by the management. Our opinion, in so far as it relates to Company''s share of profit included in respect of the partnership firm, is based solely on the on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Company.

Our opinion above on the standalone Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditor and the financial statements and other financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Orderâ), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of the Partnership firm, as noted in the ''Other Matter'' paragraph we give in the "Annexure 1â a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report

that:

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) The matter described in ''Emphasis of Matter paragraph'' above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act except in respect of one of the directors who has since deceased, a written representation as to whether the companies in which he was a director as on 31 March 2023 have not defaulted in terms of Section 164(2) of the Act, is not available. In the absence of this representation, we are unable to comment whether such director is disqualified from being appointed as a director under sub-section (2) of Section 164 of the Act;

(g) With respect to the adequacy of the internal financial controls with reference to standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2â to this report;

(h) In our opinion, the managerial remuneration for the year ended 31 March 2023 has been paid/ provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;

(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 Ind AS financial statements - Refer Note 50 to the standalone Ind AS financial statements;

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

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

iv. a) The management has represented

that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediariesâ), 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 Beneficiariesâ) 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 have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Partiesâ), 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 Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

As stated in note 39 to the standalone Ind AS financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. 1 April 2023, hence reporting under this clause is not applicable.

For S.R. Batliboi & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/ E300005

per Vikas Mehra

Partner

New Delhi Membership Number: 094421

12 May 2023 UDIN: 23094421BGYFTQ7207

Mar 31, 2022

Report on the Audit of the Standalone Ind AS Financial StatementsOpinion

We have audited the accompanying standalone Ind AS financial statements of DLF Limited ("the Companyâ), which comprise the Balance sheet as at 31 March 2022, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("the Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2022 its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Emphasis of Matters

1. We draw attention to Note 50 (7) to the standalone Ind AS financial statements of the Company which describes the uncertainty relating to outcome of following lawsuits filed against the Company:

a) In a complaint filed against the Company relating to imposing unfair conditions on buyers, the Competition Commission of India has imposed a penalty of ? 63,000.00 lakhs on the Company which was upheld by

Competition Appellate Tribunal. The Company has filed an appeal which is currently pending with Hon''ble Supreme Court of India and has deposited ? 63,000.00 lakhs as per direction of the Hon''ble Supreme Court of India.

b) In a writ filed with Hon''ble High Court of Punjab and Haryana, the Company and one of its subsidiary and a joint venture company have received judgments cancelling the sale deeds of land /removal of structure relating to two IT SEZ/ IT Park Projects in Gurgaon. The Company and the subsidiary companies filed Special Leave Petitions (SLPs) challenging the orders which is currently pending with Hon''ble Supreme Court of India. The Hon''ble Supreme Court has admitted the matters and stayed the operation of the impugned judgments till further orders in both the cases.

c) Securities and Exchange Board of India (SEBI) in a complaint filed against the Company, imposed certain restrictions on the Company. The Company had received a favorable order against the appeal in said case from Securities Appellate Tribunal (SAT). SEBI, subsequently, has filed a statutory appeal which is currently pending before Hon''ble Supreme Court. SEBI has also imposed penalties upon the Company, some of its directors, officers, its three subsidiaries and their directors which has been disposed of by SAT with a direction that these appeals will stand automatically revived upon disposal of civil appeal filed by SEBI against aforementioned SAT judgement.

Based on the advice of the external legal counsels, no adjustment has been considered in these standalone Ind AS financial statements by the management in respect of above matters. Our opinion is not modified in respect of these matters.

2. We draw attention to Note 57 to the standalone Ind AS financial statements which describes the uncertainties and the management''s assessment of the financial impact due to restrictions and conditions related to Covid-19 pandemic situation, for which a definitive assessment of the impact in subsequent period is highly dependent on future economic developments and circumstances as they evolve. Our opinion is not modified in respect of this matters.

Key Audit Matters

were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

Key audit matters	How our audit addressed the key audit matter
Revenue recognition for real estate projects (as described in note 26 of the standalone Ind AS financial statements)
The Company applies Ind AS 115 "Revenue from contracts with customersâ for recognition of revenue from real estate projects, which is being recognised at a point in time upon the Company satisfying its performance obligation and the customer obtaining control of the underlying asset. Considering application of Ind AS 115 involves significant judgment in identifying performance obligations and determining when ''control'' of the asset underlying the performance obligation is transferred to the customer, the same has been considered as key audit matter.	Our audit procedures included: â¢ Read the Company''s revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115. â¢ Obtained and understood revenue recognition process including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer. â¢ Read the legal opinion obtained by the Company to determine the point in time at which the control is transferred in accordance with the underlying agreements. â¢ Tested, revenue related transactions with the underlying customer contracts, sale deed and handover documents, evidencing the transfer of control of the asset to the customer based on which revenue is recognised. â¢ Assessed the revenue-related disclosures included in Note 26 to the standalone Ind AS financial statements in accordance with the requirements of Ind AS 115.
Claims, litigations and contingencies (as described in note 50 to the standalone Ind AS financial statements)
The Company is having various ongoing litigations and other legal proceedings before tax and regularity authorities and courts, including indemnifications and commitments given to a joint venture company which could have significant financial impact if the potential exposure were to materialize Management estimates the possible outflow of economic resources based on legal counsel opinion and available information on the legal status of the proceedings. Considering the determination by the management of whether, and how much, to provide and/ or disclose for such contingencies involves significant judgement and estimation, the same has been considered as key audit matter.	Our audit procedures included: â¢ Understood management''s process relatingtothe identification and impact analysis of claims, litigations and contingencies (including commitment and indemnifications given to Joint Venture Companies). â¢ Obtained confirmation letters from legal counsels and analysed their responses. â¢ Read the minutes of meetings of the Audit Committee and the Board of Directors of the Company related to noting of status of material litigations. â¢ Assessed management''s assumptions and estimates related to disclosures of contingent liabilities in the standalone Ind AS financial statements.
Assessing the carrying value of Inventory and advances paid for land procurements (as described in note 13 to the standalone Ind AS financial statements)
The Company''s inventory comprises of ongoing and completed real estate projects, unlaunched projects and development rights. As at 31 March 2022 the carrying values of inventories amounts to ? 1,067,093.92 lakhs.	Our audit procedures/testing included, among others: â¢ Read and evaluated the accounting policies and disclosures made in the standalone Ind AS financial statements with respect to inventories. â¢ Understood and reviewed the management''s process and methodology of using key assumptions for determination of NRV of the inventories including considerations given to impact of COVID-19.

Key audit matters

How our audit addressed the key audit matter

Further, the Company has made various advances and deposits to the seller/ intermediaries towards purchase of land during the course of obtaining clear and marketable title, free from all encumbrances and transfer of legal title to the Company, whereupon it is transferred to land stock under inventories.

In view of the COVID-19 pandemic, the Company has reassessed its future business plans and key assumptions as at 31 March 2022 while assessing the adequacy of carrying value of inventories and land advances.

â¢ Tested the NRV of the inventories to its carrying value in books

on sample basis.

â¢ Where the Company involved specialists to perform valuations,

we also performed the following procedures:

â¢ Obtained and read the valuation report used by the management for determining the NRV.

â¢ Considered the independence, competence and objectivity of the specialist involved in determination of valuation.

â¢ Involved experts to review the assumptions used by the management specialists.

In respect of land advances, our audit procedures included the following:

â¢ Obtained status update from the management and verified the underlying documents for related developments..

â¢ Compared the acquisition cost of the underlying land with current market price in similar locations.

â¢ Evaluated the management assessment with respect to recoverability of those advances and changes if any, in the business plans relating to such advances including considerations given to the impact of COVID-19.

Assessing impairment of Investments and loans in subsidiary, joint venture and associate entities (as described in note 6A and note 8 to the standalone Ind/4S financial statements)

The Company has significant investments and loan in its subsidiaries, joint ventures and associates. As at 31 March 2022, the carrying values of Company''s investment and loan in its subsidiaries, joint ventures and associate entities amounts to ? 2,001,466.69 lakhs (net of impairment).

Further, during the year, the Company has also recorded an impairment provision of ? 28,334.40 lakhs against its investment and loans in one of its Joint Venture Company. Management reviews regularly whether there are any indicators of impairment of the investments by reference to the requirements under Ind AS 36 "Impairment of Assetsâ. In view of the COVID-19 pandemic, the Company has reassessed its future business plans and key assumptions as at 31 March 2022 while assessing the adequacy of carrying value of investments and loans.

For investments where impairment indicators exist, significant judgments are required to determine the key assumptions used in the valuation model and methodology, such as revenue growth, discount rates, etc.

Considering, the impairment assessment involves significant assumptions and judgement, the same has been considered as key audit matter.

Our procedures in assessing the management''s judgement for the

impairment assessment included, among others, the following:

â¢ Assessed the Company''s valuation methodology applied in determining the recoverable amount of the investments and loans including considerations given to impact of COVID-19.

â¢ Obtained and read the valuation report used by the management for determining the fair value (''recoverable amount'') of its investments and loans given.

â¢ Obtained and reviewed the management assessment with respect to impairment recorded during the year relating to its investments and loans in a Joint Venture Company. Also assessed the disclosures made in this regard in note 6A and note 8 of the standalone Ind AS financial statements.

â¢ Considered the independence, competence and objectivity of the management specialist involved in determination of valuation.

â¢ Tested the fair value of the investment and loans as mentioned in the valuation report to the carrying value in books.

â¢ Made inquiries with management to understand key drivers of the cash flow forecasts, discount rates, etc.

â¢ Involved experts to review the assumptions used by the management specialists.

â¢ We reviewed the disclosures made in the standalone Ind AS financial statements regarding such investments and loans.

Key audit matters	How our audit addressed the key audit matter
Assessment of recoverability of deferred tax asset (as described in note 11 to the standalone IndAS financial statements)
As at 31 March 2022, the Company has recognized deferred tax assets of ? 192,125.15 lakhs on deductible temporary differences, unusedtaxlosses and unabsorbed depreciation. Recognition of deferred tax assets to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, the carry forward of depreciation and unused tax losses can be utilized involves significant management judgement and estimation given that it is based on assumptions such as the likely timing and level of future taxable profits which are affected by expected future market and economic conditions. In view of the COVID-19 pandemic, the Company has reassessed its future projections for recoverability of deferred tax assets as at 31 March 2022 while assessing the adequacy of taxable income of future years. Considering, this involves significant judgement and estimates, the same has been considered as key audit matter.	Our audit procedures included, amongst others: â¢ Obtained an understanding of the process and tested the controls over recording of deferred tax and review of deferred tax at each reporting date. â¢ Tested the computation of the amounts recognized as deferred tax assets. â¢ Evaluated management''s assumptions, including considerations given to impact of COVID-19, used to determine the probability that deferred tax assets recognized in the balance sheet will be recovered through taxable income in future years, by comparing them against profit trends and future business plans. â¢ Assessed the disclosures on deferred tax assets included in Note 11 to the standalone Ind AS financial statements.
Related party transactions (as described in note 45 to the standalone Ind AS financial statements)
The Company has undertaken transactions with its related parties in the ordinary course of business at arm''s length. These include making new or additional investments in its subsidiaries; lending loans to related parties; sales and purchases to and from related parties, etc. as disclosed in note 45 to the standalone Ind AS financial statements. We identified the accuracy and completeness of the related party transactions and its disclosure as set out in respective notes to the standalone Ind AS financial statements as a key audit matter due to the significance of transactions with related parties and regulatory compliances thereon, during the year ended 31 March 2022.	Our procedures / testing included the following: â¢ Obtained and read the Company''s policies, processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosure of related party transactions. â¢ Read minutes of shareholder meetings, board meetings and minutes of meetings of those charged with governance in connection with Company''s assessment of related party transactions being in the ordinary course of business at arm''s length. â¢ Tested related party transactions with the underlying contracts, confirmation letters and other supporting documents. â¢ Agreed the related party information disclosed in the financial statements with the underlying supporting documents, on a sample basis.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the Message from Chairman, Director''s report, Management discussion and analysis report and Corporate governance report but doesn''t include the standalone Ind AS financial statements and our auditor''s report thereon.

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

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.

Responsibilities of Management and Those Charged With Governance for the Standalone Ind AS Financial Statements

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

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

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

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

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended 31 March 2022 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

(a) We did not audit the financial statements and other financial information, in respect of one partnership firm, whose financial statements include Company''s share of profit (post tax) of ? 433.52 lakhs for the year ended 31 March 2022 included in accompanying standalone Ind AS financial statements. These standalone Ind AS financial statements and other financial information of the said partnership firm have been audited by other auditor and whose financial statements, other financial information and auditor''s reports have been furnished to us by the management. Our opinion on the standalone Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of this partnership firm and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid partnership firm, is based solely on the report of such other auditor. Our opinion is not modified in respect of this matter.

(b) The accompanying standalone Ind AS financial statements include unaudited financial statements and other unaudited financial information as regards Company''s share in loss of partnership firm (post tax) of ? 316.71 lakh for the year ended 31 March 2022. These unaudited financial statements and other unaudited financial information has been furnished to us by the management. Our opinion, in so far as it relates to Company''s share of loss included in respect of the partnership firm, is based solely on the on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Company.

(c) We did not audit the financial statements of DLF Real Estate Builders Limited, DLF Residential Builders Limited and DLF Phase-IV Commercial Developers Limited (''Transferor Companies'') whose financial statements reflects total assets (before eliminations) of ? 17,358.71 lakhs as at 31 March 2021 and total revenues (before eliminations) of ? 512.40 lakhs and net cash inflow (before eliminations) amounting to ? 0.93 lakhs for the previous year ended

31 March 2021 included in these standalone Ind AS financial statements consequent to common control business combination occurred from the beginning of the earliest period presented irrespective of actual date of the combination i.e 1 April 2021 as per order of Hon''ble National Company Law Tribunal (''NCLT'') Chandigarh Bench''s order dated 2 February 2022 (refer note 58 to the standalone Ind AS financial statements). These standalone Ind AS financial statements were audited by other auditors and provided to us by the management, as adjusted for the accounting effects of the Scheme recorded by the Company (in particular, the accounting effects of lnd AS 103 ''Business Combinations'') and other consequential adjustments arising out of above, which have been audited by us. Our opinion is not modified in respect the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, based on our audit and on the consideration of report of the other auditor on separate financial statements and the other financial information of the Partnership firm, as noted in the ''Other Matter'' paragraph we give in the "Annexure 1â a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

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

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

(e) The matter described in ''Emphasis of Matter'' paragraph above, in our opinion, may have

an adverse effect on the functioning of the Company;

(f) On the basis of the written representations received from the directors as on 31 March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164 (2) of the Act;

(h) In our opinion, the managerial remuneration for the year ended 31 March 2022 has been paid/ provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 50 to the standalone Ind AS financial statements;

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

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

iv. (a) The management has represented

in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiariesâ) 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 have been received by the Company from any persons or entities, including foreign entities ("Funding Partiesâ), 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 Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that were 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 (a) and (b) contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in note 39 to the standalone Ind AS financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Vikas Mehra

Partner

New Delhi Membership Number: 094421

May 17, 2022 UDIN: 22094421AJDCYS7165

Mar 31, 2021

Independent Auditor''s Report

To the Members of DLF Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of DLF Limited ("the Companyâ), which comprise the Balance sheet as at March 31, 2021, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("the Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, its profit including other comprehensive income its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Emphasis of Matters

1. We draw attention to Note no 49(7) to the standalone financial statements of the Company which describes the uncertainty relating to outcome of following lawsuits filed against the Company:

a) In a complaint filed against the Company relating to imposing unfair conditions on buyers, the Competition Commission of India

has imposed a penalty of '' 63,000 lakhs on the Company which was upheld by Competition Appellate Tribunal. The Company has filed an appeal which is currently pending with Hon''ble Supreme Court of India and has deposited '' 63,000 lakhs as per direction of the Hon''ble Supreme Court of India.

b) In a writ filed with Hon''ble High Court of Punjab and Haryana, the Company and one of its subsidiary and a joint venture Company have received judgments cancelling the sale deeds of land/ removal of structure relating to two IT SEZ/ IT Park Projects in Gurgaon. The Company and the subsidiary companies filed Special Leave petitions (SLPs) challenging the orders which is currently pending with Hon''ble Supreme Court of India. The Hon''ble Supreme Court has admitted the matters and stayed the operation of the impugned judgments till further orders in both the cases.

2. We draw attention to Note no 60 to the standalone financial statements which explains the uncertainties and the management''s assessment of the financial impact related to COVID-19 pandemic situation, for which a definitive assessment of the impact in subsequent period is dependent future economic developments and circumstances as they evolve. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters

How our audit addressed the key audit matter

Revenue recognition for real estate projects (as described in note 27 of the standalone Ind AS financial statements)

The Company applies Ind AS 115 "Revenue from contracts with customersâ for recognition of revenue from real estate projects, which is being recognised at a point in time upon the Company satisfying its performance obligation and the customer obtaining control of the underlying asset. Considering application of Ind AS 115 involves significant judgment in identifying performance obligations and determining when ''control'' of the asset underlying the performance obligation is transferred to the customer, the same has been considered as key audit matter.

Our audit procedures included:

â¢ Read the Company''s revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115.

â¢ Obtained and understood revenue recognition process including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer.

â¢ Read the legal opinion obtained by the Company to determine the point in time at which the control is transferred in accordance with the underlying agreements.

â¢ Tested revenue related transactions with the underlying customer contracts, sale deed and handover documents, evidencing the transfer of control of the asset to the customer based on which revenue is recognised.

â¢ Assessed the revenue related disclosures included in Note 27 to the financial statements in accordance with the requirements of Ind AS 115.

Claims, litigations and contingencies (as described in note 49 to the standalone Ind as financial statements)

The Company is having various ongoing litigations and other legal proceedings before tax and regularity authorities and courts, including indemnifications and commitments given to a joint venture company which could have significant financial impact if the potential exposure were to materialize. Management estimates the possible outflow of economic resources based on legal counsel opinion and available information on the legal status of the proceedings. Considering the determination by the management of whether, and how much, to provide and/ or disclose for such contingencies involves significant judgement and estimation, the same has been considered as key audit matter.

Our audit procedures included:

â¢ Understood management''s process relating to the identification and impact analysis of claims, litigations and contingencies (including commitment & indemnifications given to Joint Venture Company);

â¢ Obtained confirmation letters from legal counsels and analysed their responses;

â¢ Read the minutes of meetings of the Audit Committee and the Board of Directors of the Company related to noting of status of material litigations;

â¢ Assessed management''s assumptions and estimates related to disclosures of contingent liabilities in the financial statements.

Assessing the carrying value of Inventory and advances p

Ind AS financial statements)

aid for land procurement (as described in note 12 to the standalone

The Company''s inventory comprises of ongoing and completed real estate projects, unlaunched projects and development rights. As at March 31, 2021, the carrying values of inventories amounts to '' 980,394.76 lakhs.

Our audit procedures/testing included, among others:

â¢ Read and evaluated the accounting policies and disclosures made in the financial statements with respect to inventories;

â¢ Understood and reviewed the management''s process and methodology of using key assumptions for determination of NRV of the inventories including considerations given to impact of COVID-19;

Key audit matters

How our audit addressed the key audit matter

Considering significance of the amount of carrying value of inventories in the financial statements and the involvement of significant estimation and judgement in such assessment of NRV, the same has been considered as key audit matter. Further, the Company has made various advances and deposits to the seller/ intermediary towards purchase of land during the course of obtaining clear and marketable title, free from all encumbrances and transfer of legal title to the Company, whereupon it is transferred to land stock under inventories.

In view of the COVID-19 pandemic, the Company has reassessed its future business plans and key assumptions as at March 31, 2021 while assessing the adequacy of carrying value of inventories and land advances.

â¢ Tested the NRV of the inventories to its carrying value in books

on sample basis.

â¢ Where the Company involved specialists to perform valuations,

we also performed the following procedures:

â¢ Obtained and read the valuation report used by the management for determining the NRV;

â¢ Considered the independence, competence and objectivity of the specialist involved in determination of valuation;

â¢ Involved experts to review the assumptions used by the management specialists.

In respect of land advances, our audit procedures included the following:

â¢ Obtained status update from the management and verified the underlying documents for related developments.

â¢ Compared the acquisition cost of the underlying land with current market price in similar locations.

â¢ Evaluated the management assessment w.r.t. recoverability of those advances and changes if any, in the business plans relating to such advances including considerations given to the impact of COVID-19.

Assessing impairment of Investments in subsidiary, joint venture and associate entities (as described in note 6A to the standalone Ind AS financial statements)

The Company has significant investments in its subsidiaries, joint ventures and associates. As at March 31, 2021, the carrying values of Company''s investment in its subsidiaries, joint ventures and associate entities amounts to '' 2,197,188.68 lakhs.

Management reviews regularly whether there are any indicators of impairment of the investments by reference to the requirements under Ind AS 36 "Impairment of Assetsâ.

In view of the COVID-19 pandemic, the Company has reassessed its future business plans and key assumptions as at March 31, 2021 while assessing the adequacy of carrying value of investments.

Considering, the impairment assessment involves significant assumptions and judgement, the same has been considered as key audit matter.

Our procedures in assessing the management''s judgement for the

impairment assessment included, among others, the following:

â¢ Assessed the Company''s valuation methodology applied in determining the recoverable amount of the investments including considerations given to impact of COVID-19;

â¢ Obtained and read the valuation report used by the management for determining the fair value (''recoverable amount'') of its investments;

â¢ Considered the independence, competence and objectivity of the management specialist involved in determination of valuation;

â¢ Tested the fair value of the investment as mentioned in the valuation report to the carrying value in books;

â¢ Made inquiries with management to understand key drivers of the cash flow forecasts, discount rates, etc.

â¢ Involved experts to review the assumptions used by the management specialists.

â¢ Assessed the disclosures made in the financial statements regarding such investments.

Key audit matters

How our audit addressed the key audit matter

Assessment of recoverability of deferred tax asset (as described in note 9 to the standalone Ind AS financial statements)

As at March 31,2021, the Company has recognized deferred tax assets of '' 219,696.27 lakhs on deductible temporary differences and unused tax losses.

Recognition of deferred tax assets to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized involves significant management judgement and estimation given that it is based on assumptions such as the likely timing and level of future taxable profits which are affected by expected future market and economic conditions.

In view of the COVID-19 pandemic, the Company has reassessed its future projections for recoverability of deferred tax assets as at March 31, 2021 while assessing the adequacy of taxable income of future years.

Considering, this involves significant judgement and estimates, the same has been considered as key audit matter.

Our audit procedures included, amongst others:

â¢ Obtained an understanding of the process and tested the controls over recording of deferred tax and review of deferred tax at each reporting date;

â¢ Tested the computation of the amounts recognized as deferred tax assets;

â¢ Evaluated management''s assumptions, including considerations given to impact of COVID-19, used to determine the probability that deferred tax assets recognized in the balance sheet will be recovered through taxable income in future years, by comparing them against profit trends and future business plans;

â¢ Assessed the disclosures on deferred tax included in Note 9 to the financial statements.

Related party transactions (as described in note 44 to the sta

mdalone Ind AS financial statements)

The Company has undertaken transactions with its related parties in the ordinary course of business at arm''s length. These include making new or additional investments in its subsidiaries; lending loans to related parties; sales and purchases to and from related parties, etc. as disclosed in note 44 to the standalone Ind AS financial statements.

We identified the accuracy and completeness of the related party transactions and its disclosure as set out in respective notes to the financial statements as a key audit matter due to the significance of transactions with related parties and regulatory compliances thereon, during the year ended March 31,2021.

Our procedures/ testing included the following:

â¢ Obtained and read the Company''s policies, processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosure of related party transactions;

â¢ Read minutes of shareholder meetings, board meetings and minutes of meetings of those charged with governance in connection with Company''s assessment of related party transactions being in the ordinary course of business at arm''s length;

â¢ Tested, related party transactions with the underlying contracts, confirmation letters and other supporting documents;

â¢ Agreed the related party information disclosed in the financial statements with the underlying supporting documents, on a sample basis.

standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the Message from Chairman, Directors'' Report, Management Discussion & Analysis report, and Corporate governance report, but does not include the standalone Ind AS financial statements and our auditor''s report thereon.

The message from Chairman, Directors'' report, Management discussion and analysis report and Corporate governance report is expected to be made available to us after the date of this auditor''s report. Our opinion on the financial statements does not cover the other information and we will 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 identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the

niF ANNIIAI REPORT9090.91 â â108........................................................................

reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

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

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

â¢ 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)0) 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.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2021 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

We did not audit the financial statements and other financial information, in respect of one partnership firm, whose Ind AS financial statements include Company''s share of profit (post tax) '' 818.87 lakhs for the year ended on that date included in the accompanying Ind AS standalone financial statement. These Ind AS financial statements and other financial information of the said partnership firm have been audited by other auditor, whose financial statement, other financial information and auditor''s reports have been

furnished to us by the management. Our opinion on the standalone Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of this partnership firm and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid partnership firm, is based solely on the report of such other auditor. Our opinion is not modified in respect of this matter.

The accompanying standalone Ind AS financial statements include unaudited financial statements and other unaudited financial information as regards Company''s share in loss of partnership firm (post tax) of '' 299.08 lakhs as at March 31, 2021 for the year ended on that date. These unaudited financial statements and other unaudited financial information has been furnished to us by the management. Our opinion, in so far as it relates to Company''s share of loss included in respect of the partnership firm, is based solely on the on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Company.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of the partnership firm, as noted in the ''Other Matter'' paragraph, we give in the "Annexure 1â a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

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

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

(e) The matter described in ''Emphasis of Matters'' paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2â to this report;

(h) In our opinion, the managerial remuneration for the year ended March 31, 2021 has been paid/ provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 49 to the standalone Ind AS 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 including derivative contracts;

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

For S.R. Batliboi & CO. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Manoj Kumar Gupta

Partner

Gurugram Membership Number: 083906

11 June 2021 UDIN: 21083906AAAAAL8675

Mar 31, 2019

Independent Auditorâs Report

To the Members of DLF Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of DLF Limited (âthe Companyâ), which comprise the Balance sheet as at 31 March 2019, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (âthe Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2019, its profit including other comprehensive income its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the âAuditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements'' section of our report. We are independent of the Company in accordance with the âCode of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Emphasis of Matters

We draw attention to Note no. 50 to the Standalone Ind AS financial statements of the Company which describes the uncertainty relating to outcome of following lawsuits filed against the Company:

a) In a complaint filed against the Company relating to imposing unfair conditions on buyers, the Competition Commission of India has imposed a penalty of Rs,63,000 lakhs on the Company which was upheld by Competition Appellate Tribunal. The Company has filed an appeal which is currently pending with Hon''ble Supreme Court of India and has deposited Rs,63,000 lakhs as per direction of the Hon''ble Supreme Court of India.

b) In a writ filed with Hon''ble High Court of Punjab and Haryana, the Company and one of its subsidiary and a joint venture Company have received judgments cancelling the sale deeds of land /removal of structure relating to two IT SEZ/ IT Park Projects in Gurugram. The Company and the subsidiary companies filed Special Leave petitions (SLPs) challenging the orders which is currently pending with Hon''ble Supreme Court of India. The Hon''ble Supreme Court has admitted the matters and stayed the operation of the impugned judgments till further orders in both the cases.

Based on the advice of the external legal counsels, no adjustment has been considered in these standalone Ind AS financial statements by the management in respect of above matters. Our report is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended 31 March 2019. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

Key audit matters	How our audit addressed the key audit matter
Revenue recognition for real estate projects (as described in note 61 to the standalone Ind AS financial statements)
The Company has adopted Ind AS 115 - Revenue from Contracts with Customers, mandatory for reporting periods beginning on or after /April 1, 2018. The Company has applied the modified retrospective approach to contracts that were not completed as at April 01, 2018 and has given impact of Ind AS 115 application by debit to retained earnings as at the said date by Rs,396,399.66 lakhs (net of tax). The application of Ind AS 115 has impacted the Company''s accounting for recognition of revenue from real estate projects, which is now being recognized at a point in time upon the Company satisfying its performance obligation and the customer obtaining control of the underlying asset. Considering application of Ind AS 115 involves significant judgment in identifying performance obligations and determining when âcontrol'' of the asset underlying the performance obligation is transferred to the customer and the transition method to be applied, the same has been considered as key audit matter.	Our audit procedures included: - We have read the Company''s revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115; - We tested the computation of the adjustment to retained earnings balance as at April 1, 2018 in view of adoption of Ind AS 115 as per the modified retrospective method; - We obtained and understood revenue recognition process including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer; - We have read the legal opinion obtained by the Company to determine the point in time at which the control is transferred in accordance with the underlying agreements; - We tested, revenue related transactions with the underlying customer contracts, sale deed and handover documents, evidencing the transfer of control of the asset to the customer based on which revenue is recognized; - We assessed the revenue-related disclosures included in Note 61 to the financial statements.
Claims, litigations and contingencies (as described in note 50 to the standalone Ind AS financial statements)
The Company is having various ongoing litigations, court and other legal proceedings before tax and regularity authorities and courts, which could have significant financial impact if the potential exposure were to materialize. Management estimates the possible outflow of economic resources based on legal counsel opinion and available information on the legal status of the proceedings. Considering the determination by the management of whether and how much, to provide and / or disclose for such contingencies involves significant judgement and estimation, the same has been considered as key audit matter.	Our audit procedures included: - We understood management''s process relating to the identification and impact analysis of claims, litigations and contingencies; - We analyzed responses obtained from the legal advisors. - We have obtained confirmation letters from legal counsels; - We have read the minutes of meetings of the Audit Committee and the Board of Directors of the Company related to noting of status of material litigations; - We have assessed management''s assumptions and estimates related to disclosures of contingent liabilities in the financial statements.

Assessing the carrying value of Inventory (as described in note 12 to the standalone Ind AS financial statements)

The Company''s inventory comprise of ongoing and completed real	Our audit procedures/ testing included, among others:
estate projects, unclenched projects and development rights. As
at 31 March 2019, the carrying values of inventories amounts to	- We read and evaluated the accounting policies and disclosures
Rs,1,135,726.23 lakhs.	made in the financial statements with respect to inventories; - We understood and reviewed the management''s process and
The inventories are carried at the lower of the cost and net	methodology of using key assumptions for determination of
realizable value (âNRV''). The determination of the NRV involves	NRV of the inventories;
estimates based on prevailing market conditions, current prices	NRV of the inventories;
and expected date of commencement and completion of the project, the estimated future selling price, cost to complete projects	- We have tested the NRV of the inventories to its carrying value in books on sample basis.
and selling costs.	- Where the Company involved specialists to perform valuations, we also performed the following procedures:
Considering significance of the amount of carrying value of inventories in the financial statements and the involvement of	Â° We obtained and read the valuation report used by the
significant estimation and judgment in such assessment of NRV,	management for determining the NRV;
the same has been considered as key audit matter.	Â° We considered the independence, competence and
the same has been considered as key audit matter.	objectivity of the specialist involved in determination of valuation. Â° Involved experts to review the assumptions used by the management specialists.

Key audit matters

How our audit addressed the key audit matter

Assessing impairment of Investments in subsidiary, joint venture and associate entities (as described in note 6A to the standalone Ind AS financial statements)

The Company has significant investments in its subsidiaries, joint ventures and associates. As at 31 March 2019, the carrying values of Company''s investment in its subsidiaries, joint ventures and associate entities amounts to Rs,953,590.24 lakhs.

Management reviews regularly whether there are any indicators of impairment of the investments by reference to the requirements under Ind AS 36 âImpairment of Assetsâ.

For investments where impairment indicators exist, significant judgments are required to determine the key assumptions used in the discounted cash flow models, such as revenue growth, unit price and discount rates.

Considering, the impairment assessment involves significant assumptions and judgment, the same has been considered as key audit matter.

Our procedures in assessing the management''s judgment for the

impairment assessment included, among others, the following:

- We assessed the Company''s valuation methodology applied in determining the recoverable amount of the investments;

- We obtained and read the valuation report used by the management for determining the fair value (ârecoverable amount'') of its investments;

- We considered the independence, competence and objectivity of the management specialist involved in determination of valuation;

- We tested the fair value of the investment as mentioned in the valuation report to the carrying value in books;

- Made inquiries with management to understand key drivers of the cash flow forecasts, discount rates etc

- Involved experts to review the assumptions used by the management specialists. We reviewed the disclosures made in the financial statements regarding such investments.

Assessment of recoverability of deferred tax asset (as described in note 9 to the standalone Ind AS financial statements)

As at 31 March 2019, the Company has recognized deferred tax assets of Rs,367,450.55 lakhs on deductible temporary differences and unused tax losses.

Considering, this involves significant judgment and estimates, the same has been considered as key audit matter.

Our audit procedures included, amongst others:

- Obtained an understanding of the process and tested the controls over recording of deferred tax and review of deferred tax at each reporting date;

- We tested the computation of the amounts recognized as deferred tax assets;

- We evaluated management''s assumptions used to determine the probability that deferred tax assets recognized in the balance sheet will be recovered through taxable income in future years, by comparing them against profit trends and future business plans;

- We assessed the disclosures on deferred tax included in Note 9 to the financial statements.

Related party transactions (as described in note 45 to the standalone Ind AS financial statements)

The Company has undertaken transactions with its related parties in the ordinary course of business at arm''s length. These include transactions in the nature of investments, loans, sales and purchases, etc. as disclosed in note 45 to the standalone Ind AS financial statements.

Considering the significance of transactions with related parties and regulatory compliances thereon, related party transactions and its disclosure as set out in respective notes to the financial statements has been identified as key audit matter.

Our procedures/ testing included the following:

- Obtained and read the Company''s policies, processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosure of related party transactions;

- Read minutes of shareholder meetings, board meetings and minutes of meetings of those charged with governance in connection with Company''s assessment of related party transactions being in the ordinary course of business at arm''s length;

- Tested, related party transactions with the underlying contracts, confirmation letters and other supporting documents;

- Agreed the related party information disclosed in the financial statements with the underlying supporting documents, on a sample basis.

We have determined that there are no other key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditorâs Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the Message from

Chairman, Directors'' Report, Management Discussion & Analysis report and Corporate Governance Report, but does not include the standalone Ind AS financial statements and our auditor''s report thereon.

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

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

Responsibilities of Management and those Charged with Governance for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditorâs Responsibilities for the Audit of the Standalone Ind AS Financial Statements

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

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

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the 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 management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended 31 March 2019 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

We did not audit the financial statements and other financial information as regards Company''s share of loss of partnership firm (post tax) amounting to Rs,211.73 lakhs for the year ended

31 March 2019 included in the accompanying standalone Ind AS financial statements of the Company whose financial statements and other financial information have been audited by the other auditors whose reports have been furnished to us and our opinion in so far as it relates to Company''s share of loss included in respect of the partnership firm investments, is based solely on the report of such other auditor.

The accompanying standalone Ind AS financial statements include unaudited financial statements and other unaudited financial information as regards Company''s share in loss of partnership firm (post tax) Rs,267.26 lakhs for the year ended 31 March 2019. These unaudited financial statements and other unaudited financial information has been furnished to us by the management. Our opinion, in so far as it relates to Company''s share of loss in so far as it relates to Company''s share of loss included in respect of the partnership firm investments, is based solely on the on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Company.

Our opinion above on the standalone Ind AS financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditor and the financial statements and other financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure 1 â a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

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

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

(e) The matter described in âEmphasis of Matters'' paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164 (2) of the Act;

(h) In our opinion, the managerial remuneration for the year ended 31 March 2019 has been paid/ provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 50 to the standalone Ind AS 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 including derivative contracts;

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

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets comprising of property, plant and equipment and investment properties.

(i) (b) All fixed assets comprising of property, plant and equipment and investment properties have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(i) (c) According to the information and explanations given

by the management, the title deeds of immovable properties included in property, plant and equipment and investment properties are held in the name of the Company, except:

- five immovable properties having gross block of Rs,1,338.18 lakhs and net block of Rs,1,338.18 lakhs, title deed for which is in the name of one of the group company and the Company is in process of getting them registered in their name. The Company has constructed building on such land having net block of Rs,17,389.98 lakhs.

- one immovable properties which includes land aggregating Rs,148.75 lakhs as at 31 March 2019 for which title deed is not in the name of the company and the company is in the process of getting the same registered in their name.

- the title deeds of immovable properties included in investment property amounting to Rs,45,653 lakhs which, according to the information and explanations given by the management, are pledged with the banks against borrowings taken by subsidiary company and are not available with the Company. The same has not been independently confirmed by the bank and hence we are unable to comment on the same. The Company has constructed building on such land having net block of Rs,145,517 lakhs.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for inventory represented by development rights. Inventories represented by development rights have been confirmed as at 31 March 2019 on the basis of custodian certificates obtained by the management. No material discrepancies were noticed on such physical verification/ confirmations.

(iii) (a) The Company has granted unsecured loans to companies, firms, or other parties covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the Company''s interest.

(iii) (b) The Company has granted loans that are re-payable on demand, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. We are informed that the company has not demanded repayment of any such loan during the year and thus, there has been no default on the part of the parties to whom the money has been lent. The payment of interest has been regular.

(iii) (c) There are no amounts of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees and securities given have been complied with by the Company.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, in relation to construction industry and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund,

employees'' state insurance, income-tax, sales-tax, service tax, duty of custom, duty, value added tax, goods and service tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. The provisions relating to duty of excise are not applicable to the Company.

(vii) (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales-tax, duty of custom, value added tax, goods and service tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The provisions relating to duty of excise are not applicable to the Company.

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowings to a financial institution, bank or dues to debenture holders. The Company did not have any outstanding loans or borrowings due to government.

(vii) (c) According to the records of the Company, the dues of income-tax, sales-tax, service tax, duty of custom, value added tax, goods and service tax and cess on account of any dispute, are as follows:

Nature of Statute	Nature of dues	Amount (Rs,in lakhs)	Amount paid under protest (Rs,in lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Tax demands on account of various disallowances during tax assessment	10,072.92	-	2016-17	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	Tax demands on account of various disallowances during tax assessment	349,044.30	13,089.11	2006-07 to 2015-16	Income Tax Appellate Tribunal
Income Tax Act, 1961	Tax demands on account of various disallowances during tax assessment	31,979.26		1992-93 to 2007-08 and 2011-12	Hon''ble High Court of Delhi
Odisha Entry Tax Act 1999	Entry tax demand on purchase of goods in the state of Odisha	0.76	-	2014-15 to 2015-16	Additional Commissioner (Appeals)
West Bengal Entry Tax Act, 2012	Entry tax demand on purchase of goods in the state of West Bengal	5.14	-	2012-13	Hon''ble High Court of Kolkata
Odisha Value Added Tax Act, 1999	Demand of VAT on leased transaction	263.69	-	2009-10 to 2013-14	Hon''ble High Court of Odisha
Odisha Value Added Tax Act, 1999	Demand of VAT on leased transaction	676.56	-	2014-15 to 2015-16	Additional Commissioner (Appeals)
Uttar Pradesh Value Added Tax Act, 2008	Demand of VAT on account of taxable turnover	21.65	11.85	2011-12 to 2015-16	Additional Commissioner (Appeals) Noida
Haryana General Sales Tax Act, 1973	Disallowance of refund	145.01	145.01	1997-98 to 9992000	Hon''ble High Court, Punjab & Haryana
The Finance Act, 2004 and Service tax rules	Denial of Cenvat credit on rent paid and service tax demand on other matters	299.84	280.19	2009-10 to 2012-13	CESTAT, Chandigarh
The Finance Act, 2004 and Service tax rules	Interest on wrong availment of inadmissible Cenvat Credit	221.62	-	2011-12	Commissioner Service Tax
The Finance Act, 2004 and Service tax rules	Demand of service tax on transfer of development rights	4,991.45	850.00	2012-13 to 2015-16	Additional Director General, DGCEI, New Delhi
The Finance Act, 2004 and Service tax rules	Service tax liability in respect of registration charges recovered by the assesse from their customers	1,697.00		2015-16	Commissioner CGST, Gurugram
Custom Act, 1962	Classification & Assessment of Goods -Deformed Steel Bars	714.86	-	2008	Commisioner (Appeals), Kandla

(ix) According to the information and explanations given by the management, the Company has utilized the money raised by way of term loans for the purpose for which they were raised. According to the information and explanations given by the management, the Company has not raised any money way of initial public offer/ further public offer (including debt instruments).

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid/ provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

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

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given by the management, the Company has complied with provisions of section 42 of the Companies Act, 2013 in respect of the shares issued through Qualified Institutional Placement during the year. According to the information and explanations given by the management, we report that the amounts raised were not required for immediate utilization, hence invested partially in fixed deposits and balance remains in current account. Further, as per information and explanations given by management, the Company has converted part of its compulsorily convertible debentures into equity shares during the year, for which money was raised in previous financial year.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of DLF Limited (âthe Companyâ) as of 31 March 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Company''s Management 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 the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditorâs Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting with reference to these standalone Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent 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 with reference to these standalone Ind AS financial statements 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 over financial reporting with reference to these standalone Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Financial Statements

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Standalone Ind AS Financial Statements

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

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting with reference to these standalone Ind AS financial statements and such internal financial controls over financial reporting with reference to these standalone Ind AS financial statements were operating effectively as at 31 March 2019, 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 S.R. Batliboi & CO. LLP

Chartered Accountants ICAI

Firm Registration Number: 301003E/E300005

per Manoj Kumar Gupta

New Delhi Partner

21 May 2019 Membership No.: 083906

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of DLF Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Ind AS financial statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 52 which describes the uncertainty relating to outcome of following lawsuit filed against the Company:

a) In a complaint filed against the Company relating to imposing unfair conditions on buyers, the Competition Commission of India has imposed a penalty of Rs.63,000 lakhs on the Company, which was upheld by Competition Appellate Tribunal. The Company has filed an appeal which is currently pending with Honâble Supreme Court of India and has deposited Rs.63,000 lakhs as per direction of the Honâble Supreme Court of India.

b) In a writ filed with Honâble High Court of Punjab and Haryana, the Company and two of its subsidiary companies have received judgments cancelling the sale deeds of land/ demolition of structure relating to two IT SEZ/ IT Park Projects in Gurgaon. The Company and the subsidiary companies have filed Special Leave petitions (SLPs) challenging the orders which is currently pending with Honâble Supreme Court of India. The Honâble Supreme Court has admitted the matters and stayed the operation of the impugned judgments till further orders in both the cases.

c) Securities and Exchange Board of India (SEBI) in a complaint filed against the Company, imposed certain restrictions on the Company. The Company had received a favourable order against the appeal in said case from Securities Appellate Tribunal (SAT). SEBI, subsequently, has filed a statutory appeal which is currently pending before Honâble Supreme Court. SEBI has also imposed penalties upon the Company, some of its directors, officer, its three subsidiaries and their directors which has been disposed off by SAT with a direction that these appeals will stand automatically revived upon disposal of civil appeal filed by SEBI against aforementioned SAT judgement.

Based on the advice of the external legal counsels, no adjustment has been considered in these financial statements by the management in respect of above matters. Our report is not modified in respect of these matters.

Other Matter

1. The Ind AS financial statements of the Company for the year ended March 31, 2017, included in these standalone Ind AS financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on those statements on May 26, 2017.

2. We did not audit the financial information as regards Companyâs share in loss of partnership firm (post tax) amounting to Rs.1,133 lakhs for the year ended March 31, 2018.

The financial information has been audited by other auditors whose reports have been furnished to us, and the Companyâs share in loss of partnership firm investments has been included in the accompanying standalone Ind AS financial statements solely based on the report of other auditors. Our opinion is not modified in respect of this matter.

3. The accompanying standalone Ind AS financial statements include unaudited financial information as regards Companyâs share in loss of partnership firm (post tax) amounting to Rs.261 lakhs for the year ended March 31, 2018. The unaudited financial information has been furnished to us by the management and the Companyâs share in loss of partnership firm investments included in the accompanying standalone Ind AS financial statements is solely based on such unaudited financial information. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) The matters described in emphasis of matter paragraph above, in case of an unfavourable opinion against the Company, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of written representations received from the directors as on March 31, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164(2) of the Act;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 52 to the standalone Ind AS 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 including derivative contracts;

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

Annexure 1 referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date Re: DLF Limited (âthe Companyâ)

(b) All fixed assets comprising of property, plant and equipment and investment properties have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment and investment properties are held in the name of the Company, except for five immovable properties having gross block of Rs.1,338.18 lakhs and net block of Rs.1,338.18 lakhs, title deed for which is in the name of one of the group companies and the Company is in process of getting them registered in their name. The Company has constructed building on such land having gross block of Rs.21,238.67 lakhs and net block of Rs.18,459.49 lakhs.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for inventory represented by development rights. Inventories represented by development rights have been confirmed as at March 31, 2018 on the basis of custodian certificates obtained by the management. No material discrepancies were noticed on such physical verification/ confirmations.

(iii) (a) The Company has granted unsecured loans to companies, firms, or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the Companyâs interest.

(b) The Company has granted loans that are re-payable on demand, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. We are informed that the company has not demanded repayment of any such loan during the year, and thus, there has been no default on the part of the parties to whom the money has been lent. The payment of interest has been regular.

(c) There are no amounts of loans granted to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013 which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, provisions of Section 185 and 186 of the Companies Act, 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and guarantees and securities given have been complied with by the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013, in relation to construction industry and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of custom, duty, value added tax, goods and services tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. The provisions relating to duty of excise are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, service tax, sales-tax, duty of custom, value added tax, goods and service tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The provisions relating to duty of excise are not applicable to the Company.

(c) According to the records of the Company, the dues of income-tax, sales-tax, service tax, duty of custom, value added tax, goods and services tax and cess on account of any dispute, are as follows:

Nature of Statute	Nature of dues	Amount (Rs. in lakhs)	Amount paid under protest (Rs. in lakhs)			Period to which the amount relates	Forum where dispute is pending
Income-tax Act, 1961	Tax demands on account of various disallowances during tax assessment	35,740.99	12,545.62			Assessment year 2015-16	Commissioner of Income Tax (Appeals)
Income-tax Act, 1961	Tax demands on account of various disallowances during tax assessment	315,804.65	543.49			Assessment year 2006-07 to 2014-15	Income Tax Appellate Tribunal
Income-tax Act, 1961	Tax demands on account of various disallowances during tax assessment	34,185.68	-			Assessment year 1992-93 to 2006-07	Honâble High Court of Delhi
Odisha Entry Tax, Act 1999	Entry tax demand on purchase of goods in the state of Odisha	1.20	0.15			Assessment year 2009-10 to 2013-14	Joint Commissioner (Appeals)
Odisha Entry Tax, Act 1999	Entry tax demand on purchase of goods in the state of Odisha	0.76		-	Assessment year 2014-15 to 2015-16			Additional Commissioner (Appeals)
West Bengal Entry Tax Act, 2012	Entry tax demand on purchase of goods in the state of West Bengal	5.14		-	Assessment year 2012-13			Honâble High Court of Kolkata
Odisha Value Added Tax Act, 1999	Demand of VAT on leased transaction	263.69		-	Assessment year 2009-10 to 2013-14			Honâble High Court of Odisha
Odisha Value Added Tax Act, 1999	Demand of VAT on leased transaction	676.56			Assessment year 2014-15 to 2015-16			Additional Commissioner (Appeals)
Uttar Pradesh Value Added Tax Act, 2008	Demand of VAT on account of taxable turnover	46.19		24.12	Assessment year 2011-12 to 2015-16			Additional Commissioner (Appeals) Noida
Uttar Pradesh Value Added Tax Act, 2008	Penalty on late deposit of VAT	127.33		-	Assessment year 2012-13			Tax Tribunal, Noida
Haryana General Sales Tax Act, 1973	Disallowance of refund	145.01		145.01	Assessment year 1997-98 to 1999-2000			Honâble High Court, Punjab & Haryana
Haryana Value Added Tax Act, 2003	Demand of VAT u/s 34 on account of developer matter	1,217.18		-	Assessment year 2007-08 to 2008-09			Tax Tribunal, Chandigarh
The Finance Act, 2004 and Service tax rules	Denial of Cenvat credit on rent paid and service tax demand on other matters	5,792.59		281.24	Assessment year 2003-04 to 2012-13			CESTAT, Chandigarh
The Finance Act, 2004 and Service tax rules	Interest on wrong availment of inadmissible Cenvat Credit	221.62		-	Assessment year 2011-12			Commissioner Service Tax
The Finance Act, 2004 and Service tax rules	Demand of service tax on transfer of development rights	4,991.45		850.00	Assessment year 2012-13 to 2014-15			Additional Director General, DGCEI, New Delhi
The Finance Act, 2004 and Service tax rules	Demand of service tax on transfer of development rights	1,697.00		-	Assessment year 2015-16			Commissioner CGST, Gurugram

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or dues to debenture holders. The Company did not have any outstanding loans or borrowings due to government.

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of preferential allotment of share warrants, compulsorily convertible debentures and term loans for the purposes for which they were raised. According to the information and explanations given by the management, the Company has not raised any money by way of initial public offer/ further public offer.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

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

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given by the management, the Company has complied with provisions of Section 42 of the Companies Act, 2013 in respect of the preferential allotment of compulsorily convertible debentures and share warrants during the year. According to the information and explanations given by the management, we report that the amounts raised, have been used for the purposes for which the funds were raised.

(xv) According to the information and explanations given by the management, the Company has not entered into any noncash transactions with directors or persons connected with him as referred to in Section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

for S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Manoj Kumar Gupta

New Delhi Partner

21 May 2018 Membership No.: 083906

Mar 31, 2017

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of DLF Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd ASâ) specified under Section 133 of the Act. 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.

Auditorâs Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2017 and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

9. We draw attention to Note 46 to the standalone financial statements which describes the uncertainty relating to the outcome of certain matters pending in litigation with Courts/ Appellate Authorities, pending the final outcome of the aforesaid matters, which is presently unascertainable, no adjustments have been made in these standalone financial statements. Our opinion is not modified in respect of these matters.

Other Matter

10. The Company had prepared separate sets of statutory financial statements for the year ended 31 March 2016 and 31 March 2015 in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) on which we issued auditorâs reports to the shareholders of the Company dated 27 May 2016 and 20 May 2015, respectively. These financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have also been audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

12. Further to our comments in Annexure A, as required by Section 143(3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c) the standalone financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) the matters described in paragraph 9 under the Emphasis of Matter paragraph, in case of an unfavourable decision against the Company, in our opinion, may have an adverse effect on the functioning of the Company;

f) on the basis of the written representations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March 2017 from being appointed as a Director in terms of Section 164(2) of the Act;

g) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 26 May 2017 as per Annexure B expressed an unqualified opinion; and

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

i. the Company, as detailed in Note 53(I)(b), 53(I)(c), 57, 58 and 59 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

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

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

iv. the Company has provided disclosures in Note 17 to the standalone financial statements regarding holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on the audit procedures performed and taking into consideration the information and explanations given to us, in our opinion, the total receipts, total payments and total amount deposited in banks are in accordance with the books of account maintained by the Company. However, as explained by the management in Note 17, in the absence of sufficient appropriate audit evidence, we are unable to comment upon the appropriateness of classification between Specified Bank Notes and other denomination notes of âPermitted receiptsâ, â Non-permitted receiptsâ, âPermitted paymentsâ and âAmount deposited in banksâ.

Annexure A to the Independent Auditorâs Report of even date to the members of DLF Limited, on the Standalone financial statements for the year ended 31 March 2017

Annexure A

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

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets comprising of property, plant and equipment, capital work-in-progress, investment property and other intangible assets.

(b) The Company has a regular program of physical verification of its fixed assets comprising of property, plant and equipment, capital work-in-progress, investment property and other intangible assets under which assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain assets were verified during the year and no material discrepancies were noticed on such verification.

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for inventory represented by development rights. For inventory represented by development rights at the year end, written confirmations have been obtained by the management. No material discrepancies were noticed on the aforesaid verification.

(iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Companyâs interest;

(b) the schedule of repayment of principal and payment of interest has been stipulated and the repayment/ receipts of the principal amount and the interest are regular;

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companyâs products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) The Company generally is regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute	Nature of dues	Amount (Rs. in lakhs	Amount paid under protest (Rs.) in lakhs	Period to which the amount relates	Forum where dispute is pending	Remarks, if any
Income-tax Act, 1961	Demand made under Section 147/143(3)	95.64	6.00	Assessment year 1987-88	Honâble High Court
Income-tax Act, 1961	Demand made under Section 147/143(3)	120.51	120.51	Assessment year 1989-90	Honâble High Court
Income-tax Act, 1961	Demand made under Section 147/143(3)	138.35	19.35	Assessment year 1990-91	Honâble High Court

Income-tax Act, 1961	Demand made under Section 143(3)	31.55	16.54	Assessment year 1991-92	Appeal filed by department has been dismissed by Honâble High Court	Department may file further appeal before the Honâble Supreme Court of India.
Income-tax Act, 1961	Demand made under Section 147/143(3)	407.59	-	Assessment year 1992-93	Honâble High Court
Income-tax Act, 1961	Demand made under Section 143(3)	336.81		Assessment year 1993-94	Honâble High Court.	However, for partial amount, appeal filed by department has been dismissed by Honâble High Court. Department may file further appeal before the Honâble Supreme Court of India.
Income-tax Act, 1961	Demand made under Section 250/143(3)	1,077.97		Assessment year 1994-95	Appeal filed by department has been dismissed by Honâble High Court	Department may file further appeal before the Honâble Supreme Court of India.
Income-tax Act, 1961	Demand made under Section 143(3)	751.68	-	Assessment year 1995-96	Honâble High Court
Income-tax Act, 1961	Demand made under Section 143(3)	1,785.73	233.36	Assessment year 1996-97	Honâble High Court
Income-tax Act, 1961	Demand made under Section 143(3)	720.76	168.84	Assessment year 1997-98	Honâble High Court
Income-tax Act, 1961	Demand made under Section 143(3)	1,104.96	-	Assessment year 1998-99	Honâble High Court
Income-tax Act, 1961	Demand made under Section 147/143(3)	2,028.47	-	Assessment year 1999-00	Honâble High Court
Income-tax Act, 1961	Demand made under Section 271(1)(c)/ 143(3)	332.23	72.87	Assessment year 2000-01	Honâble High Court	However, for partial amount, appeal filed by department has been dismissed by Honâble High Court. Department may file further appeal before the Honâble Supreme Court of India.
Income-tax Act, 1961	Demand made under Section 147/143(3)/ 263	98.85	98.85	Assessment year 2002-03	Honâble High Court
Income-tax Act, 1961	Demand made under Section 147/143(3)	163.69	163.69	Assessment year 2003-04	Honâble High Court	However, for partial amount, appeal filed by department has been dismissed by Honâble High Court. Department may file further appeal before the Honâble Supreme Court of India.

Income-tax Act, 1961	Demand made under Section 147/143(3)	248.79		Assessment year 2004-05	Honâble High Court	However, for partial amount, appeal filed by department has been dismissed by Honâble High Court. Department may file further appeal before the Honâble Supreme Court of India.
Income-tax Act, 1961	Demand made under Section 143(3)	276.08	-	Assessment year 2005-06	Honâble High Court
Income-tax Act, 1961	Demand made under Section 144/145(3)/ 142(2A)	16,484.41	9,947.02	Assessment year 2006-07	Honâble High Court
Income-tax Act, 1961	Demand made under Section 271(1)(c )	5,546.21	â	Assessment year 2006-07	Income Tax Appellate Tribunal (ITAT)
Income-tax Act, 1961	Demand made under Section 143(3)/ 142(2A)	8,014.58	523.49	Assessment year 2007-08	ITAT	However order of CIT(A) received with a relief of Rs.7,670.48 lakhs.
Income-tax Act, 1961	Demand made under Section 143(3)/ 142(2A)	54,684.97	670.39	Assessment year 2008-09	ITAT	However order of CIT(A) received with a relief of Rs.54,146.81 lakhs.
Income-tax Act, 1961	Demand made under Section 143(3)/ 142(2A)	45,739.22	2,199.86	Assessment year 2009-10	ITAT	However order of CIT(A) received with a relief of Rs.45,022.76 lakhs.
Income-tax Act, 1961	Demand made under Section 143(3)	23,410.84	4.61	Assessment year 2010-11	ITAT	However order of CIT(A) received with a relief of Rs.21,719.41 lakhs.
Income-tax Act, 1961	Demand made under Section 143(3)	48,657.06	1,344.73	Assessment year 2011-12	ITAT	However order of CIT(A) received with a relief of Rs.48,613.76 lakhs.
Income-tax Act, 1961	Demand made under Section 143(3)	45,317.25		Assessment year 2012-13	Commissioner of Income Tax (Appeals) {CIT(A)}
Income-tax Act, 1961	Demand made under Section 143(3)	46,654.59	-	Assessment year 2013-14	CIT(A)
Income-tax Act, 1961	Demand made under Section 143(3)	44,312.16	14,735.82	Assessment year 2014-15	CIT(A)
Income-tax Act, 1961	Demand made under Section 201(1)/194J	84.20	20.00	Assessment year 2006-07 and 2007-08	ITAT	However, order of CIT(A) received with a relief of Rs.84.20 lakhs.
Income-tax Act, 1961	Demand made under Section 201(1)/194J	545.45	^-	Assessment year 2007-08	ITAT	However order of CIT(A) received with a relief of Rs.545.13 lakhs.
Income-tax Act, 1961	Demand made under Section 201(1)/194J	234.69	^-	Assessment year 2008-09	ITAT	However order of CIT(A) received with a relief of Rs.226.34 lakhs.

Wealth-tax Act, 1957	Demand made under Section 16(3)	67.75		Assessment year 2011-12	Appeal filed by department has been dismissed by ITAT during the year	Department may file an appeal before the Honâble High Court.
The Finance Act, 2004 and Service tax rules	Demand of service tax on property transfer charges received from customers	143.18		2003-04 to December 2008	Custom Excise and Service Tax Appellate Tribunal (CESTAT)
The Finance Act, 2004 and Service tax rules	Demand of service tax on property transfer charges received from customers	15.74		January 2009 to September 2009	CESTAT
The Finance Act, 2004 and Service tax rules	Demand of service tax on property transfer charges received from customers	10.58		October 2009 to September 2010	CESTAT
The Finance Act, 2004 and Service tax rules	Denial of service tax input credit	1,967.12		October 2007 to March 2008	CESTAT
The Finance Act, 2004 and Service tax rules	Denial of service tax input credit	1,969.02		April 2008 to March 2009	CESTAT
The Finance Act, 2004 and Service tax rules	Denial of service tax input credit	577.99		April 2009 to September 2009	CESTAT
The Finance Act, 2004 and Service tax rules	Denial of service tax input credit	785.55	111.31	October 2009 to September 2010	CESTAT
The Finance Act, 2004 and Service tax rules	Demand of service tax on property transfer charges received from customers	10.54	1.05	October 2010 to September 2011	CESTAT
The Finance Act, 2004 and Service tax rules	Denial of service tax input credit	264.68	168.87	October 2010 to September 2011	CESTAT
The Finance Act, 2004 and Service tax rules	Denial of service tax input credit	221.62		April 2011 to March 2012	Commissioner of Service Tax
The Finance Act, 2004 and Service tax rules	Denial of service tax input credit	35.16	17.52	October 2011 to June 2012	CESTAT

The Finance Act, 2004 and Service tax rules	Demand of service tax on property transfer charges received from customers	13.01		October 2011 to June 2012	CESTAT
The Finance Act, 2004 and Service tax rules	Demand of service tax on transfer of development rights	3,738.93		July 2012 to March 2015	Additional Director General, DGCEI, New Delhi
Haryana Value Added Tax Act, 2003	Demand made under Section 34	492.10		April 2007 to March 2008	Haryana Tax Tribunal
Haryana Value Added Tax Act, 2003	Demand made under Section 34	725.08		April 2008 to March 2009	Haryana Tax Tribunal
Haryana Value Added Tax Act, 2003	Demand made under Section 15(3)	824.63	824.63	April 2009 to March 2010	Haryana Tax Tribunal decided the appeal in favour of the Company during the year	However, department may file an appeal before the Honâble Supreme Court of India.
Uttar Pradesh Value Added Tax Act, 2008	Demand made under Section 28(2)	8.50	4.25	April 2012 to March 2013	Additional Commissioner (Appeals), Noida
Uttar Pradesh Value Added Tax Act, 2008	Demand made under Section 28(2)	11.10	5.55	April 2013 to March 2014	Additional Commissioner (Appeals), Noida
Uttar Pradesh Value Added Tax Act, 2008	Demand made under Section 34(8)	12.02	6.01	April 2015 to March 2016	Additional Commissioner (Appeals), Noida
Uttar Pradesh Value Added Tax Act, 2008	Demand made under Section 28(2)	2.05	2.05	April 2011 to March 2012	Additional Commissioner (Appeals), Noida
Odisha Value Added Tax Act, 1999	Demand made under Section 41(4)	263.69		April 2009 to March 2014	Honâble High Court
Odisha Entry Tax Act, 1999	Demand made under Section 9(C)	1.20	0.15	April 2009 to March 2014	Joint Commissioner (Appeals)
West Bengal Entry Tax Act, 2012	Demand made under Section 11	5.14	â	April 2012 to March 2013	Honâble High Court

(viii) The Company has not defaulted in repayment of loans or borrowings to any financial institution or a bank or government or any dues to debenture-holders during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained, though idle/surplus funds which were not required for immediate utilisation have been invested in liquid investments, payable on demand.

(x) No fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the Directors or persons connected with them covered under Section 192 of the Act.

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

for Walker Chandiok & Co LLP

Chartered Accountants

Firmâs Registration No.: 001076N/N500013

per Neeraj Sharma

New Delhi Partner

26 May 2017 Membership No.: 502103

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of DLF Limited ('the Company'), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profi t and Loss, the Cash Flow Statement for the year then ended and a summary of the signifi cant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) 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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; 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 fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal fi nancial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal fi nancial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. 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.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profi t and its cash flows for the year ended on that date.

Emphasis of Matter

9. We draw attention to note 48 to the standalone financial statements which describes the uncertainty relating to the outcome of certain matters pending in litigation with Courts/Appellate Authorities, pending the fi nal outcome of the aforesaid matters, which is presently unascertainable, no adjustments have been made in the standalone fi nancial statements. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. As required by Section 143(3) of the Act, we report that:

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

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

c. the standalone fi nancial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. the matter described in paragraph 9 under the Emphasis of Matter paragraph, in case of an unfavorable decision against the Company, in our opinion, may have an adverse effect on the functioning of the Company;

f. on the basis of the written representations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2015 from being appointed as a Director in terms of Section 164(2) of the Act;

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

i) as detailed in note 39(I)(b), 39(I)(c), 48, 49, 50 and 51 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

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

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

Annexure to the Independent Auditor's Report of even date to the members of DLF Limited on the standalone financial statements for the year ended March 31, 2015

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

i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verifi cation of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except for inventory represented by development rights. For inventory represented by development rights at the year-end, written confi rmations have been obtained by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) the principal amounts are repayable on demand in accordance with such terms and conditions, the receipt of principal amount and interest is regular in accordance with such terms and conditions; and

(b) there is no overdue amount in respect of loans granted to such companies.

iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company's products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) The dues outstanding in respect of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the Nature of dues Demand Amount statute amount paid (Rs.) in lac (Rs.) in lac*

Income-tax Demand made under 95.64 6.00 Act, 1961 Section 147/143(3)

Income-tax Demand made under 120.51 120.51 Act, 1961 Section 147/143(3)

Income-tax Demand made under 138.35 19.35 Act, 1961 Section 147/143(3)

Name of the Period to which the Forum where dispute is pending statue amount relates

Income-tax Act, 1961 Assessment year Hon'ble High Court 1987-88

Income-tax Act, 1961 Assessment year Hon'ble High Court 1989-90

Income-tax Act, 1961 Assessment year Hon'ble High Court 1990-91

Name of the Nature of dues Demand Amount statute amount paid (Rs.) in lac (Rs.) in lac*

Income-tax Demand made under 407.59 - Act, 1961 Section 147/143(3)

Income-tax Demand made under 336.81 - Act, 1961 Section 143(3)

Income-tax Demand made under 1,077.97 - Act, 1961 Section 250/143(3)

Income-tax Demand made under 751.68 - Act, 1961 Section 143(3)

Income-tax Demand made under 1,785.73 233.36 Act, 1961 Section 143(3)

Income-tax Demand made under 720.76 168.84 Act, 1961 Section 143(3)

Income-tax Demand made under 1,104.96 - Act, 1961 Section 143(3)

Income-tax Demand made under 2,028.47 - Act, 1961 Section 147/143(3)

Income-tax Demand made 332.23 72.87 Act, 1961 under Section 271(1) (c)/143(3)

Income-tax Demand made under 1.80 1.80 Act, 1961 Section 143(3)

Income-tax Demand made under 98.85 98.85 Act, 1961 Section 147/143(3)/263

Income-tax Demand made under 241.40 241.40 Act, 1961 Section 147/143(3)

Income-tax Demand made under 568.14 - Act, 1961 Section 147/143(3)

Income-tax Demand made under 379.23 - Act, 1961 Section 143(3)

Income-tax Demand made under 53,820.55 9,947.02 Act, 1961 Section 144/145(3)/142 (2A)/271(1)(c )

Income-tax Demand made under 8,014.58 523.49 Act, 1961 Section 143(3)/142(2A)

Income-tax Demand made under 54,684.97 670.39 Act, 1961 Section 143(3)/142(2A)

Income-tax Demand made under 45,739.22 2,199.86 Act, 1961 Section 143(3)/142(2A)

Name of the Period to which the Forum where dispute is pending statue amount relates

Income-tax Act, 1961 Assessment year Subsequent to the year-end, appeal filed by 1991- 92 department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court of India.

Income-tax Act, 1961 Assessment year Hon'ble High Court 1992-93

Income-tax Act, 1961 Assessment year Hon'ble High Court. However, subsequent 1993- 94 to the year-end, for partial amount, appeal filed by department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court of India.

Income-tax Act, 1961 Assessment year Hon'ble High Court 1994- 95

Income-tax Act, 1961 Assessment year Hon'ble High Court 1995- 96

Income-tax Act, 1961 Assessment year Hon'ble High Court 1996- 97

Income-tax Act, 1961 Assessment year Hon'ble High Court 1997-98

Income-tax Act, 1961 Assessment year Hon'ble High Court 1998- 99

Income-tax Act, 1961 Assessment year Hon'ble High Court 1999- 00

Income-tax Act, 1961 Assessment year Hon'ble High Court 2000- 01

Income-tax Act, 1961 Assessment year Hon'ble High Court 2001-02

Income-tax Act, 1961 Assessment year Hon'ble High Court 2002- 03

Income-tax Act, 1961 Assessment year Hon'ble High Court 2003- 04

Income-tax Act, 1961 Assessment year Hon'ble High Court 2004- 05

Income-tax Act, 1961 Assessment year Hon'ble High Court 2005- 06

Income-tax Act, 1961 Assessment year Appeal pending before Income Tax 2006- 07 Appellate Tribunal (ITAT), however order of CIT(A) received with a relief of 44,508.67 lac.

Income-tax Act, 1961 Assessment year Appeal pending before ITAT,however 2007- 08 order of CIT(A) received with a relief of 7,670.48 lac.

Income-tax Act, 1961 Assessment year Appeal pending before ITAT,however 2008-09 order of CIT(A) received with a relief of 54,146.81 lac.

Income-tax Act, 1961 Assessment year Appeal pending before ITAT,however 2009- 10 order of CIT(A) received with a relief of 45,022.76 lac.

Name of the Nature of dues Demand Amount statute amount paid (Rs.) in lac (Rs.) in lac*

Income-tax Act, 1961 Demand made under 48,657.06 1,344.73 Section 143(3)

Income-tax Demand made under 84.20 20.00 Act, 1961 Section 201 (1)/194J

Income-tax Demand made under 545.45 - Act, 1961 Section 201 (1)/194J

Income-tax Demand made under 234.69 - Act, 1961 Section 201 (1)/194J

Income-tax Demand made under 5.58 - Act, 1961 Section 201 (1)/194J

Wealth-Tax Demand made under 67.75 - Act, 1957 Section 16(3)

The Finance Demand of service tax 143.18 - Act, 2004 on property transfer and Service charges received from Tax rules customers

The Finance Demand of service tax 15.74 - Act, 2004 on property transfer and Service charges received from Tax rules customers

The Finance Denial of service tax 577.99 - Act, 2004 input credit and Service Tax rules

The Finance Demand of service tax 10.58 - Act, 2004 on property transfer and Service charges received from Tax rules customers

The Finance Denial of service tax 1,967.12 - Act, 2004 input credit and Service Tax rules

The Finance Denial of service tax 1,969.01 - Act, 2004 input credit and Service Tax rules

The Finance Demand of service tax 988.85 - Act, 2004 on sponsorship fees and Service paid Tax rules

Name of the Period to which the Forum where dispute is pending statue amount relates

Income-tax Act, 1961 Assessment year CIT(A) 2010-11

Income-tax Act, 1961 Assessment Year CIT(A) 2011-12

Income-tax Act, 1961 Assessment year Order of CIT(A) received with a relief of 2006- 07 and 84.20 lacs during the year. However, 2007- 08 department has an option to file an appeal in ITAT

Income-tax Act, 1961 Assessment year Appeal pending before ITAT, however 2007-08 order of CIT(A) received with a relief of Rs.545.13 lac.

Income-tax Act, 1961 Assessment year Appeal pending before ITAT, however 2008-09 order of CIT(A) received with a relief of Rs.226.34 lac.

Income-tax Act, 1961 Assessment year Appeal pending before ITAT, however 2006-07 order of CIT(A) received with a relief of Rs.5.58 lac.

Wealth-Tax Act, 1957 Assessment Year Commissioner of Wealth Tax (Appeals) 2011-12

The Finance Act, 2004 and Service Tax rules 2003-04 to Custom Excise and Service Tax Appellate December 2008 Tribunal (CESTAT)

The Finance Act, 2004 and Service Tax rules January 2009 to CESTAT September 2009

The Finance Act, 2004 and Service Tax rules April 2009 to CESTAT September 2009

The Finance Act, 2004 and Service Tax rules October 2009 to CESTAT September 2010

The Finance Act, 2004 and Service Tax rules October 2007 to CESTAT March 2008

The Finance Act, 2004 and Service Tax rules April 2008 to CESTAT March 2009

The Finance Act, 2004 and Service Tax rules 2008-09 Appeal filed by department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court of India. However, appeal was allowed by CESTAT in Company's favour.

Name of the Nature of dues Demand Amount statute amount paid (Rs.) in lac (Rs.) in lac*

The Finance Demand of service tax 824.05 - Act, 2004 on sponsorship fees and Service paid Tax rules

The Finance Demand of service tax 824.05 - Act, 2004 on sponsorship fees and Service paid Tax rules

The Finance Denial of service tax 785.55 - Act, 2004 input credit and Service Tax rules

The Finance Demand of service tax 10.54 - Act, 2004 on property transfer and Service charges received from Tax rules customers

The Finance Denial of service tax 264.68 168.87 Act, 2004 input credit and Service Tax rules

The Finance Denial of service tax 35.16 - Act, 2004 input credit and Service Tax rules

The Finance Demand of service tax 8.60 - Act, 2004 on property transfer and Service charges received from Tax rules customers

Haryana Demand made under 1,889.68 1,100.00 Value Added Section 15(3) Tax Act, 2003

Haryana Demand made under 1,014.47 824.63 Value Added Section 15(3) Tax Act, 2003

Haryana Demand made under 2,089.51 500.00 Value Added Section 15(3) Tax Act, 2003

Uttar Demand made under 3.14 1.57 Pradesh Section 28(2) Value Added Tax Act, 2008

Uttar Demand made under 2.05 2.05 Pradesh Section 28(2) Value Added Tax Act, 2008 *

Name of the Period to which the Forum where dispute is pending statue amount relates

The Finance Act, 2004 and Service Tax rules 2009- 10 Appeal filed by department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court of India. However, appeal was allowed by CESTAT in Company's favour.

The Finance Act, 2004 and Service Tax rules 2010- 11 Appeal filed by department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court. However, appeal was allowed by CESTAT in Company's favour.

The Finance Act, 2004 and Service Tax rules October 2009 to CESTAT September 2010

The Finance Act, 2004 and Service Tax rules October 2010 to Additional Comissioner Service Tax September 2011

The Finance Act, 2004 and Service Tax rules October 2010 to Commissioner Service Tax September 2011

The Finance Act, 2004 and Service Tax rules October 2011 to Commissioner Service Tax June 2012

The Finance Act, 2004 and Service Tax rules October 2011 to Commissioner Service Tax June 2012

Haryana Value Added Tax Act, 2003 April 2010 to Joint Excise & Taxation Commissioner March 2011 (Appeals)

Haryana Value Added Tax Act, 2003 April 2009 to Joint Excise & Taxation Commissioner March 2010 (Appeals)

Haryana Value Added Tax Act, 2003 April 2011 to Joint Excise & Taxation Commissioner March 2012 (Appeals)

Haryana Value Added Tax Act, 2003 April 2008 to Additional Commissioner (Appeals) March 2009

Haryana Value Added Tax Act, 2003 April 2011 to Additional Commissioner (Appeals) March 2012

* amount paid under protest

(c) The Company has transferred the amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder within the specified time.

viii) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

ix) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to debenture-holders during the year.

x) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

xi) In our opinion, the term loans were applied for the purpose, for which the loans were obtained, though idle funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

xii) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

for Walker Chandiok & Co LLP

(formerly Walker, Chandiok & Co) Chartered Accountants Firm's Registration No.: 001076N/N500013

per Neeraj Sharma

New Delhi Partner

May 20, 2015 Membership No.: 502103

Mar 31, 2014

1. We have audited the accompanying financial statements of DLF Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements, that gives a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

7. We draw attention to certain matters pending with Competition Commission of India and various Courts/ Appellate Authorities which are explained in more detail in Note 50 of the accompanying financial statements. These matters are currently pending in litigations at different levels and there exists uncertainty in respect of the final resolution of these material matters. Pending the final outcome of the aforesaid matters, which is presently unascertainable, no adjustments have been made in the financial statements. Our opinion is not qualified in respect of these matters. Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

9. As required by Section 227(3) of the Act, we report that:

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the financial statements dealt with by this report are in agreement with the books of account;

(d) in our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

(e) on the basis of written representations received from the directors, as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditors'' Report of even date to the members of DLF Limited, on the financial statements for the year ended March 31, 2014

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

i. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) A major portion of the fixed assets has been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, the Company has sold off a substantial part of the fixed assets as stated in note 52(i) & (ii) to the financial statements, which, however, in our opinion has not affected the going concern status of the Company.

ii. a) The inventory includes land, completed buildings, construction work-in-progress, construction and development material and development rights in identified land. Physical verification of inventory (except inventories represented by development rights, confirmations for which have been obtained) have been conducted at reasonable intervals by the management.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

iii. a) The Company has granted unsecured loans to one party covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 3,037.33 lac and the year-end balance is Rs. 3,031.72 lac.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

c) In respect of loans granted, the principal amounts are repayable on demand in accordance with such terms and conditions, the payment of interest has been regular in accordance with such terms and conditions.

d) There is no overdue amount in respect of loans granted to such companies, firms or other parties.

e) The Company has taken unsecured loans from one party covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 15,000 lac and the year-end balance is Nil.

f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company are not, prima facie, prejudicial to the interest of the Company.

g) In respect of loans taken, the principal amount is repayable on demand in accordance with the terms and conditions, and the payment of interest has been regular in accordance with such terms and conditions.

iv In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v. a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lac in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s real estate operations and also in respect of generation and sale of electricity from the Company''s wind power operations 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.

ix. a) The Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they become payable.

b) There are no amounts in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute except for the amounts mentioned below:

Name of the statute Nature of dues Demand Amount amount paid (Rs.) in lac (Rs.) in lac*

Income Tax Act, 1961 Demand made under 95.64 6.00 Section 147/143(3)

Income Tax Act, 1961 Demand made under 120.51 120.51 Section 147/143(3)

Income Tax Act, 1961 Demand made under 138.35 19.35 Section 147/143(3)

Income Tax Act, 1961 Demand made under 31.55 16.54 Section 143(3)

Income Tax Act, 1961 Demand made under 407.59 - Section 147/143(3)

Income Tax Act, 1961 Demand made under 336.81 - Section 143(3)

Income Tax Act, 1961 Demand made under 1,077.97 - Section 250/143(3)

Income Tax Act, 1961 Demand made under 751.68 - Section 143(3)

Income Tax Act, 1961 Demand made under 1,785.73 233.36 Section 143(3)

Income Tax Act, 1961 Demand made under 720.76 168.84 Section 143(3)

Income Tax Act, 1961 Demand made under 1,104.96 - Section 143(3)

Income Tax Act, 1961 Demand made under 2,028.47 - Section 147/143(3)

Income Tax Act, 1961 Demand made under 332.23 72.87 Section 271(1)(c )/143(3)

Income Tax Act, 1961 Demand made under 1.80 1.80 Section 143(3)

Income Tax Act, 1961 Demand made under 1,131.55 331.68 Section 147/143(3)/263

Name of the Statue Period to which the Forum where dispute is pending amount relates

Income Tax Act, 1961 Assessment year Hon''ble High Court 1987-88

Income Tax Act, 1961 Assessment year Hon''ble High Court 1989-90

Income Tax Act, 1961 Assessment year Hon''ble High Court 1990-91

Income Tax Act, 1961 Assessment year Hon''ble High Court 1991-92

Income Tax Act, 1961 Assessment year Hon''ble High Court 1992-93

Income Tax Act, 1961 Assessment year Hon''ble High Court 1993-94

Income Tax Act, 1961 Assessment year Hon''ble High Court 1994-95

Income Tax Act, 1961 Assessment year Hon''ble High Court 1995-96

Income Tax Act, 1961 Assessment year Hon''ble High Court 1996-97

Income Tax Act, 1961 Assessment year Hon''ble High Court 1997-98

Income Tax Act, 1961 Assessment year Hon''ble High Court 1998-99

Income Tax Act, 1961 Assessment year Hon''ble High Court 1999-2000

Income Tax Act, 1961 Assessment year Hon''ble High Court 2000-01

Income Tax Act, 1961 Assessment year Hon''ble High Court 2001-02

Income Tax Act, 1961 Assessment year Hon''ble High Court 2002-03

Name of the statute Nature of dues Demand Amount amount paid (Rs.) in lac (Rs.) in lac*

Income Tax Act, 1961 Demand made under 241.40 241.40 Section 147/143(3)

Income Tax Act, 1961 Demand made under 568.14 - Section 147/143(3)

Income Tax Act, 1961 Demand made under 379.23 379.23 Section 143(3)

Income Tax Act, 1961 Demand made under 53,820.55 9,947.02 Section 144/145(3)/ 142(2A)/ 271(1)(c )

Income Tax Act, 1961 Demand made under 8,014.58 523.49 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 54,684.97 670.39 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 45,739.22 2,199.86 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 48,657.06 - Section 143(3)

Income Tax Act, 1961 Demand made under 84.20 20.00 Section 201 (1)/194J

Income Tax Act, 1961 Demand made under 545.45 - Section 201 (1)/194J

Income Tax Act, 1961 Demand made under 234.69 - Section 201 (1)/194J

Income Tax Act, 1961 Demand made under 5.58 - Section 201 (1)/194J

Wealth Tax Act, 1957 Demand made under 67.75 - Section 16(3)

The Finance Act, 2004 Demand of service tax on 143.18 - and Service Tax Rules property transfer charges received from customers The Finance Act, 2004 Demand of service tax on 15.74 - and Service Tax Rules property transfer charges received from customers The Finance Act, 2004 Denial of service tax input 577.99 - and Service Tax Rules credit

The Finance Act, 2004 Demand of service tax on 10.58 - and Service Tax Rules property transfer charges received from customers

The Finance Act, 2004 Denial of service tax input 1,967.12 - and Service Tax Rules credit

The Finance Act, 2004 Denial of service tax input 1,969.01 - and Service Tax Rules credit

The Finance Act, 2004 Demand of service tax on 988.85 - and Service Tax Rules sponsorship fees paid

Name of the Statue Period to which the Forum where dispute is pending amount relates

Income Tax Act, 1961 Assessment year Hon''ble High Court 2003-04

Income Tax Act, 1961 Assessment year Hon''ble High Court 2004-05

Income Tax Act, 1961 Assessment year Appeal filed by department, dismissed 2005-06 by Income Tax Appellate Tribunal (ITAT). However, Company already received order of Commissioner of Income Tax(Appeals) {CIT(A)} with a relief of Rs. 379.23 lac, appeal effect order of which is pending.

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2006-07 order of CIT(A) received with a relief of Rs. 43,903.88 lac. Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2007-08 order of CIT(A) received with a relief of Rs. 7,670.48 lac.

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2008-09 order of CIT(A) received with a relief of Rs.54,146.81 lac.

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2009-10 order of CIT(A) received with a relief of Rs.45,022.76 lac. Income Tax Act, 1961 Assessment Year CIT(A) 2011-12

Income Tax Act, 1961 Assessment year 2006- CIT(A) 07 and 2007-08

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2007-08 order of CIT(A) received with a relief of Rs.545.13 lac.

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2008-09 order of CIT(A) received with a relief of Rs.226.34 lac.

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2006-07 order of CIT(A) received with a relief of Rs.5.58 lac.

Wealth Tax Act, 1957 Assessment Year Commissioner of Wealth 2011-12 Tax(Appeals).

The Finance Act, 2004 and Service Tax Rules 2003-04 to Custom Excise and Service Tax December 2008 Appellate Tribunal (CESTAT).

The Finance Act, 2004 and Service Tax Rules January 2009 to CESTAT September 2009

The Finance Act, 2004 and Service Tax Rules April 2009 to CESTAT September 2009

The Finance Act, 2004 and Service Tax Rules October 2009 to CESTAT September 2010

The Finance Act, 2004 and Service Tax Rules 2007-08 CESTAT

The Finance Act, 2004 and Service Tax Rules 2008-09 CESTAT

The Finance Act, 2004 and Service Tax Rules 2008-09 Appeal filed by depart -ment dismissed by Hon''ble High Court. Department,has further option to appeal at Hon''ble Supreme Court. However, appeal was allowed by CESTAT in Company''s favour.

Name of the statute Nature of dues Demand Amount amount paid (Rs.) in lac (Rs.) in lac*

The Finance Act, 2004 Demand of service tax on 824.05 - and Service Tax Rules sponsorship fees paid

The Finance Act, 2004 Demand of service tax on 824.05 - and Service Tax Rules sponsorship fees paid

The Finance Act, 2004 Denial of service tax input 785.55 - and Service Tax Rules credit

The Finance Act, 2004 Demand of service tax on 10.54 - and Service Tax Rules property transfer charges received from customers

The Finance Act, 2004 Denial of service tax input 168.87 168.87 and Service Tax Rules credit

The Finance Act, 2004 Denial of service tax input 17.53 - and Service Tax Rules credit

The Finance Act, 2004 Demand of service tax on 9.90 - and Service Tax Rules property transfer charges received from customers

Haryana Value Added Demand made under 1,889.68 1,100.00 Tax Act, 2003 Section 15(3)

Name of the Statue Period to which the Forum where dispute is pending amount relates

The Finance Act, 2004 and Service Tax Rules 2009-10 Appeal filed by department, dismissed by Hon''ble High Court. Department has further option to appeal at Hon''ble Supreme Court. However, appeal was allowed by CESTAT in Company''s favour.

The Finance Act, 2004 and Service Tax Rules 2010-11 Appeal filed by department, dismissed by Hon''ble High Court. Department has further option to appeal at Hon''ble Supreme Court. However, appeal was allowed by CESTAT in Company''s favour.

The Finance Act, 2004 and Service Tax Rules October 2009 to CESTAT September 2010

The Finance Act, 2004 and Service Tax Rules October 2010 to Additional Comissioner Service Tax September 2011

The Finance Act, 2004 and Service Tax Rules October 2010 to Commissioner Service Tax September 2011

The Finance Act, 2004 and Service Tax Rules October 2011 to June Commissioner Service Tax 2012

The Finance Act, 2004 and Service Tax Rules October 2011 to June Commissioner Service Tax 2012

Haryana Value Added Tax Act, 2003 April 2010 to March Joint Excise & Taxation 2011 Commissioner (Appeals).

* Amounts paid under protest

x. In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

xi. In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to debenture-holders during the year.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

xv. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

xvi. In our opinion, the term loans were applied for the purpose for which the loans were obtained, though idle/surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

xvii. In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

xviii. During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

xix. The Company had created security in respect of debentures outstanding during the year.

xx. We have verified the end use of money raised by public issue as disclosed by the management in note 57 to the financial statements.

xxi. No fraud on or by the Company has been noticed or reported during the period covered by our audit.

for Walker Chandiok & Co LLP

(formerly Walker, Chandiok & Co)

Chartered Accountants

Firm Registration No: 001076N

per Neeraj Sharma

New Delhi Partner

May 29, 2014 Membership No.: 502103

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of DLF Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and also Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements, that gives a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

7. We draw attention to certain income tax and other matters which are explained in more detail in Note 50. These matters are currently pending in litigations at different levels and there exists uncertainty in respect of the final resolution of these material matters, and the resultant financial adjustments if any, will be recorded in the periods in which these matters are resolved. Our audit report is not qualified in respect of these matters. Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

9. As required by Section 227(3) of the Act, we report that:

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the financial statements dealt with by this report are in agreement with the books of account;

(d) in our opinion, the financial statements comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; and

(e) on the basis of written representations received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditors'' Report of even date to the members of DLF Limited, on the financial statements for the year ended March 31, 2013

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

i. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) A major portion of the fixed assets has been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

ii. a) The inventory includes land, completed buildings, construction work in progress, construction and development material and development rights in identified land. Physical verification of inventory (except stocks represented by development rights, confirmations for which have been obtained) have been conducted at reasonable intervals by the management.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

iii. a) The Company has granted unsecured loans to four parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 5,97,820.23 lac and the year- end balance is Rs. 3,93,520.41 lac.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

c) In respect of loans granted, the principal amounts are repayable on demand in accordance with such terms and conditions, the payment of interest has been regular in accordance with such terms and conditions.

d) There is no overdue amount in respect of loans granted to such companies, firms or other parties.

e) The Company has taken unsecured loans from thirteen parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 54,321.52 lac and the year-end balance is Rs. 15,000 lac.

f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company are not, prima facie, prejudicial to the interest of the Company.

g) In respect of loans taken, the principal amount is repayable on demand in accordance with the terms and conditions, and the payment of interest has been regular in accordance with such terms and conditions.

iv. In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v. a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lac in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. Based on an independent legal opinion obtained by the Company and relied upon by the auditors, the debentures issued by the Company to a private Company are exempt under section 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of generation and sale of electricity from the Company''s wind power operation and also in respect of Company''s real estate operations 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.

ix. a) The Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year- end for a period of more than six months from the date they become payable.

b) There are no amounts in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute except for the amounts mentioned below:

Name of the statute Nature of dues Demand Amount paid amount (Rs.) in lac* (Rs.) in lac

Income Tax Act, 1961 Demand made under Section 190.93 137.04 143(3)

Income Tax Act, 1961 Demand made under Section 86.53 - 143(3)

Income Tax Act, 1961 Demand made under Section 216.92 101.73 143(3)

Income Tax Act, 1961 Demand made under Section 667.28 331.67 147/263/143(3)

Income Tax Act, 1961 Demand made under Section 431.99 330.29 147/143(3)

Income Tax Act, 1961 Demand made under Section 408.89 - 147/143(3)

Name of the Statute Period to which Forum where the amount dispute is pending relates

Income Tax Act, 1961 Assessment year High Court 1997-98

Income Tax Act, 1961 Assessment year High Court 1999-2000

Income Tax Act, 1961 Assessment year High Court 2000-01

Income Tax Act, 1961 Assessment year Appeal pending before 2002-03 Income Tax Appellate Tribunal (ITAT), however order of CIT(A) received with a relief of Rs. 667.28 lac.

Income Tax Act, 1961 Assessment year Appeal pending before 2003-04 Income Tax Appellate Tribunal (ITAT), however order of CIT(A) received with a relief of Rs. 413.08 lac.

Income Tax Act, 1961 Assessment year Appeal pending before 2004-05 Income Tax Appellate Tribunal (ITAT), however order of CIT(A) received with a relief of Rs. 408.89 lac.

* Amounts paid under protest

x. In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

xi. In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to debenture-holders during the year.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

xv. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

xvi. In our opinion, the term loans were applied for the purpose for which the loans were obtained, though idle/surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

xvii. In our opinion, no funds raised on short- term basis have been used for long-term investment by the Company.

xviii. During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

xix. The Company had created security in respect of debentures outstanding during the year.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

xxi. No fraud on or by the Company has been noticed or reported during the period covered by our audit.

for Walker, Chandiok & Co

Chartered Accountants

Firm Registration No: 001076N

per Vinod Chandiok

New Delhi Partner

May 30, 2013 Membership No. 10093

Mar 31, 2012

1. We have audited the attached Balance Sheet of DLF Limited ('the Company'), as at March 31, 2012, and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the 'financial statements'). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 ('the Order') (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ('the Act') , we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Without qualifying our opinion, we draw attention to note number 49 of the financial statements in respect of certain income tax and other matters. There exists uncertainty in respect of the final resolution of these material matters, and the resultant financial adjustments if any, will be recorded in the periods in which these matters are resolved.

5. Further to our comments in the Annexure referred to above, we report that:

a) We have 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 appears from our examination of those books;

c) The financial statements dealt with by this report are in agreement with the books of account;

d) On the basis of written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Act;

e) In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act and give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of:

i) the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

ii) the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) the Cash Flow Statement, of the cash flows for the year ended on that date.

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

i. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) A major portion of the fixed assets has been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

ii. a) The inventory includes land, completed buildings, construction work-in-progress, construction and development material and development rights in identified land. Physical verification of inventory (except stocks represented by development rights, confirmations for which have been obtained) have been conducted at reasonable intervals by the management.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii. a) The Company has granted unsecured loans to eight parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 627,127.10 lacs and the year- end balance is Rs. 527,741.48 lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

c) In respect of loans granted, the principal amounts are repayable on demand in accordance with such terms and conditions, the payment of interest has been regular in accordance with such terms and conditions.

d) There is no overdue amount in respect of loans granted to such companies, firms or other parties listed in register maintained under Section 301 of the Act.

e) The Company has taken unsecured loans from three parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 9,700 lacs and the year-end balance is Rs. Nil.

f) In our opinion, the rate of interest and other terms and conditions for such loans are not, prima facie prejudicial to the interest of the Company.

g) In respect of loans taken, the principal amount is repayable on demand in accordance with the terms and conditions, and the payment of interest has been regular in accordance with such terms and conditions.

iv. In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v. a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. Based on an independent legal opinion obtained by the Company and relied upon by the auditors, the debentures issued by the Company to a private Company are exempt under Section 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. According to the information and explanations provided to us, the Companies (Cost Accounting Records) Rules, 2011 have become applicable to the Company for its real estate operations during the current year; however, no specific formats for the maintenance of the cost records in respect of the real estate projects have been prescribed under the said rules. In terms of the clarification issued by the Ministry of Corporate Affairs vide notification No. F. No. 52/1 /CAB/-2012, dated May 25, 2012, the management believes that the cost records currently maintained by the Company provide the information required under the said rules. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for maintenance of cost records under clause

(d) of sub-section (1) of Section 209 of the Act in respect of generation and sale of electricity from the Company's wind power operations and also in respect of real estate operations, 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.

ix. a) The Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

b) There are no amounts in respect of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute except for the amounts mentioned below:

Name of the statute Nature of dues Demand amount (Rs.) in lacs

Income Tax Act, 1961 Demand under Section 529.73 143(3)

Income Tax Act, 1961 Demand under Section 473.07 143(3)

Income Tax Act, 1961 Demand under Section 1,177.10 143(3)

Name of the Statute Amount Paid Period to which Forum where dispute (Rs.) in lacs* the amount relates is pending

Income Tax Act,1961 475.84 Assessment year Income Tax Appellate 1997-98 Tribunal (ITAT)

Income Tax Act,1961 379.85 Assessment year ITAT 1999-2000

Income Tax Act,1961 1,061.90 Assessment year ITAT 2000-01

Name of the Statute Nature of dues Demand amount (Rs.) in lacs

Income Tax Act, 1961 Demand under Section 66,729.06 144

Income Tax Act, 1961 Demand made under 27,137.33 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 106,421.25 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 68,186.55 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 84.20 Section 201 (1)/194 J

The Finance Act, 2004 Demand of service tax 17.13 and Service tax rules on import of service

The Finance Act, 2004 Demand of service tax 143.18 and Service tax rules on property transfer charges received from customers

The Finance Act, 2004 Denial of service tax 168.87 and Service tax rules input credit

The Finance Act, 2004 Denial of service tax 1,592.08 and Service tax rules input credit

The Finance Act, 2004 Denial of service tax 323.95 and Service tax rules input credit

The Finance Act, 2004 Denial of service tax 1,523.93 and Service tax rules input credit

The Finance Act, 2004 Demand of service tax 988.85 and Service tax rules on sponsorship fee paid

The Finance Act, 2004 Demand of service tax 15.74 and Service tax rules on property transfer charges received from customers

The Finance Act, 2004 Demand of service tax 824.05 and Service tax rules on sponsorship fees paid

The Finance Act, 2004 Demand of service tax 10.58 and Service tax rules on property transfer charges received from customers

The Finance Act, 2004 Demand of service tax 10.54 and Service tax rules on property transfer charges received from customers

The Finance Act, 2004 Denial of service tax 550.88 and Service tax rules input credit

The Finance Act, 2004 Demand of service tax 824.05 and Service tax rules on sponsorship fees paid

Name of the Statute Amount Paid Period to which Forum where dispute (Rs.) in lacs* the amount relates is pending

Income Tax Act, 1961 53,429.57 Assessment year Appeal before CIT(A), 2006-07 Order received with a relief of Rs. 40,910.47 lacs, effect of which is pending

Income Tax Act, 1961 19,122.74 Assessment year CIT (Appeals) 2007-08

Income Tax Act, 1961 53,270.97 Assessment year CIT(Appeals) 2008-09

Income Tax Act, 1961 24,085.73 Assessment year CIT(Appeals) 2009-10

Income Tax Act, 1961 20.00 Assessment year CIT(Appeals) 2009-10

The Finance Act, 2004 - April 2003 to June Additional and Service tax rules 2005 Commissioner Service tax

The Finance Act, 2004 - 2003-04 to Commissioner and Service tax rules December 2008 Service Tax

The Finance Act, 2004 - April 2007 to Commissioner and Service tax rules September 2009 Service Tax

The Finance Act, 2004 - 2007-08 Commissioner and Service tax rules Service Tax

The Finance Act, 2004 - April 2009 to Commissioner and Service tax rules September 2009 Service Tax

The Finance Act, 2004 - 2008-09 Commissioner and Service tax rules Service Tax

The Finance Act, 2004 - 2008-09 Commissioner and Service tax rules Service Tax

The Finance Act, 2004 - January 2009 to Commissioner and Service tax rules September 2009 Service Tax

The Finance Act, 2004 - 2009-10 Commissioner and Service tax rules Service Tax

The Finance Act, 2004 - October 2009 to Commissioner and Service tax rules September 2010 Service Tax

The Finance Act, 2004 - October 2010 to Commissioner and Service tax rules September 2011 Service Tax

The Finance Act, 2004 - October 2009 to Commissioner and Service tax rules September 2010 Service Tax

The Finance Act, 2004 - 2010-11 Commissioner and Service tax rules Service Tax

x. In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

xi. In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture-holders during the year.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

xv. In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

xvi. In our opinion, the term loans were applied for the purpose for which the loans were obtained, though idle/surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

xvii. In our opinion, no funds raised on short- term basis have been used for long-term investment.

xviii. During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

xix. The Company had created security in respect of debentures outstanding during the year.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

xxi. No fraud on or by the Company has been noticed or reported during the period covered by our audit.

for Walker, Chandiok & Co

Chartered Accountants

Firm Registration No: 001076N

per David Jones

New Delhi Partner

May 30, 2012 Membership No. 98113

Mar 31, 2011

1. We have audited the attached Balance Sheet of DLF Limited, (the Company) as at March 31, 2011, and the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the Financial Statements). These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (the Order) (as amended), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Without qualifying our opinion, we draw attention to Note No. 29 of Schedule 25 of the accompanying financial statements in respect of certain income tax and other matters. Based on the advice from independent experts on the respective matters, management is confident that no liabilities or other obligations resulting in a financial impact, other than those already recognised, will devolve on the Company. There exists however uncertainty in respect of the final resolution of these material matters, and the resultant financial adjustments if any, will be recorded in the periods in which these matters are resolved.

5. Further to our comments in the Annexure referred to above, we report that:

a) We have 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 appears from our examination of those books;

c) The financial statements dealt with by this report are in agreement with the books of account;

d) On the basis of written representations received from the directors, as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; and

e) In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act and the Rules framed there under and give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of:- i) the Balance Sheet, of the state of affairs of the Company as at March 31, 2011; ii) the Profit and Loss Account, of the profit for the year ended on that date; and iii) the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors Report of even date to the members of DLF Limited, on the financial statements for the year ended March 31, 2011

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

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) A major portion of the fixed assets has been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The inventory includes land, completed buildings, construction work in progress, construction and development material and development rights in identified land. Ph ysical verification of inventory (except stocks represented by development rights, confirmations for which have been obtained) have been conducted at reasonable intervals by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) There are ten companies of DLF Limited covered in the register maintained under Section 301 of the Act to which the Company has granted unsecured loans. The maximum amount outstanding during the year was Rs. 754,656.07 lacs and the year-end balance was Rs. 552,453.57 lacs.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans granted, the principal amount is repayable on demand in accordance with the terms and conditions, and payment of interest has been regular in accordance with such terms and conditions.

(d) There is no amount overdue in respect of loans granted to companies, firms or other parties listed in the register maintained under Section 301 of the Act.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii) (f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Based on an independent legal opinion obtained by the Company and relied upon by the auditors, the debentures issued by the Company to a private Company are exempt under Section 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government under Section 209(1)(d) of the Act for the maintenance of cost records in respect of generation and sale of electricity from the Companys wind power operations 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 records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. 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) There are no amounts in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute except for the amounts mentioned below.

Name of the statute Nature of dues Amount unpaid (Rs. in lacs)

Income tax Act, 1961 Demand under section 143(3) 53.89

Income tax Act, 1961 Demand under section 143(3) 93.22

Income tax Act, 1961 Demand under section 143(3) 115.19

Name of the statue Period to which the Forum where dispute is pending amount relates

Income tax Act, 1961 Assessment year Income tax Appellate Tribunal 1997-98 (ITAT)

Income tax Act, 1961 Assessment year Income tax Appellate Tribunal 1999-2000 (ITAT)

Income tax Act, 1961 Assessment year Income tax Appellate Tribunal 2000-01 (ITAT)

Name of the statute Nature of dues Amount unpaid (Rs. in lacs)

Income tax Act, 1961 Demand under section 144 13,975.89

Income tax Act, 1961 Demand made under section 8,014.58 143 (3)/142 (2A)

Income tax Act, 1961 Demand made under section 54,675.17 143 (3)/142 (2A)

The Finance Act, 2004 Demand of service tax on 17.13 and Service tax rules import of service

The Finance Act, 2004 Demand of service tax on 143.18 and Service tax rules property transfer charges received from customers

The Finance Act, 2004 Denial of service tax input 356.22 and Service tax rules credit on service tax paid on imported services

The Finance Act, 2004 Denial of service tax input 1,592.08 and Service tax rules credit

The Finance Act, 2004 Denial of service tax input 1,523.93 and Service tax rules credit

The Finance Act, 2004 Denial of service tax input 323.95 and Service tax rules credit

The Finance Act, 2004 Demand of service tax on 988.85 and Service tax rules sponsorship fee paid

The Finance Act, 2004 Demand of service tax on 15.74 and Service tax rules property transfer charges received from customers

The Finance Act, 2004 Demand of service tax on 824.05 and Service tax rules sponsorship fees paid

The Finance Act, 2004 Demand of service tax on 10.58 and Service tax rules property transfer charges received from customers

The Finance Act, 2004 Denial of service tax input 550.88 and Service tax rules credit

The Finance Act, 2004 Demand of service tax on 824.05 and Service tax rules sponsorship fees paid

Name of the statue Period to which the Forum where dispute is pending amount relates

Income tax Act, 1961 Assessment year Appeal before CIT(A), Order 2006-07 received with a relief of Rs. 40,910.47 lacs, effect of which is pending

Income tax Act, 1961 Assessment year CIT (Appeals) 2007-08

Income tax Act, 1961 Assessment year CIT (Appeals) 2008-09

The Finance Act, 2004 and Service tax rules April, 2003 to Additional Commissioner-Service June, 2005 tax

The Finance Act, 2004 and Service tax rules 2003-04 till December, Commissioner Service Tax 2008

The Finance Act, 2004 and Service tax rules April, 2007 to Commissioner Service Tax September, 2009

The Finance Act, 2004 and Service tax rules 2007-08 Commissioner Service Tax

The Finance Act, 2004 and Service tax rules 2008-09 Commissioner Service Tax

The Finance Act, 2004 and Service tax rules April, 2009 to Commissioner Service Tax September, 2009

The Finance Act, 2004 and Service tax rules 2008-09 Commissioner Service Tax

The Finance Act, 2004 and Service tax rules January, 2009 to Commissioner Service Tax September, 2009

The Finance Act, 2004 and Service tax rules 2009-10 Commissioner Service Tax

The Finance Act, 2004 and Service tax rules October, 2009 to Commissioner Service Tax September, 2010

The Finance Act, 2004 and Service tax rules October, 2009 to Commissioner Service Tax September, 2010

The Finance Act, 2004 and Service tax rules 2010-11 Commissioner Service Tax

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the term loans were applied for the purpose for which the loans were obtained, though idle/ surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment. (xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has created security in respect of debentures issued during the year.

(xx) The Company has not raised any money by public issues during the year. Accordingly the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

for Walker, Chandiok & Co

Chartered Accountants

Firm Registration No: 001076N

per David Jones New Delhi Partner

May 24, 2011 Membership No. 98113

Mar 31, 2010

1. We have audited the attached Balance Sheet of DLF Limited, (the Company) as at March 31, 2010, and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the Financial Statements). These Financial Statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (the Order) (as amended), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the Act), we enclose in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to above, we report that:

a. We have 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 appears from our examination of those books;

c. The Financial Statements dealt with by this report are in agreement with the books of account;

d. On the basis of written representations received from the Directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualifi ed as on March 31, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

e. In our opinion and to the best of our information and according to the explanations given to us, the Financial Statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act and the Rules framed there under and give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of:

i) the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii) the Profit & Loss Account, of the profit for the year ended on that date; and

iii) the Cash Flow Statement, of the cash fl ows for the year ended on that date.

Annexure to the Auditors Report of even date to the members of DLF Limited, on the fi nancial statements for the year ended March 31, 2010 Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets.

(b) A major portion of the fi xed assets has been physically verifi ed by the management during the year. In our opinion, the frequency of verifi cation of the fi xed assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verifi cation.

(c) In our opinion, a substantial part of fi xed assets has not been disposed off during the year.

(ii) (a) The inventory includes land, completed buildings, construction work-in-progress, construction and development material and development rights in identifi ed land. Physical verifi cation of inventory (except stocks represented by development rights, confi rmations for which have been obtained) have been conducted at reasonable intervals by the management.

(b) The procedures of physical verifi cation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verifi cation.

(iii) (a) There are fourteen companies, including subsidiaries and associate of DLF Limited, covered in the register maintained under Section 301 of the Act to which the Company has granted secured/ unsecured loans. The maximum amount outstanding during the year was Rs. 741,030.23 lacs and the year-end balance was Rs. 370,186.30 lacs.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans granted, the principal amount is repayable on demand in accordance with the terms and conditions, and payment of interest has been regular in accordance with such terms and conditions.

(d) There is no amount overdue in respect of loans granted to companies, fi rms or other parties listed in the register maintained under Section 301 of the Act.

(e) During the year, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year and the year end balance was Rs. 3,036.99 lacs in respect of business advance taken in the previous year by the Company from one company covered in the register maintained under Section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(g) In respect of loans taken, the principal amount is repayble on demand in accordance with the terms and conditions, and payment of interest has been regular in accordance with such terms and conditions.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fi xed assets and for the sale of goods and services.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees fi ve lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Based on an independent legal opinion obtained by the Company and relied upon by the auditors, the debentures issued by the Company to a private company are not covered under the provisions of Section 58A and 58AA of the Act and the rules framed thereunder. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government under Section 209(1)(d) of the Act for the maintenance of cost records in respect of generation and sale of electricity from the Companys wind power operations 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 records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. 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) There are no amounts in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute except for the amounts mentioned below:

Name of the statute Nature of dues Amount Period to which the amount (Rs. in lacs) relates

Income-tax Act, 1961 Demand under Section 143(3) 53.89 Assessment year 1997-98

Income-tax Act, 1961 Demand under Section 143(3) 93.22 Assessment year 1999-2000

Income-tax Act, 1961 Demand under Section 143(3) 115.19 Assessment year 2000-01

Income-tax Act, 1961 Demand under Section 144 34,174.16 Assessment year 2006-07

The Finance Act, 2004 Demand of Service-tax on 34.90 2003-04 till 2005-06 and Service -tax rules import of service

The Finance Act, 2004 Demand of Service- tax on prop- 143.18 2003-04 till December, 2008 and Service- tax rules erty transfer charges received from customers

The Finance Act, 2004 Denial of Service -tax input 1,592.08 2007-08 and Service -tax rules credit

The Finance Act, 2004 Demand of Service -tax on 494.40 2008-09 and Service -tax rules sponsorship fee paid

The Finance Act, 2004 Denial of Service- tax input 1,523.93 2008-2009 and Service -tax rules credit

The Finance Act, 2004 Denial of Service -tax input 323.95 April, 2009 till September, 2009 and Service -tax rules credit

Name of the Statue Forum where dispute is pending

Income-tax Act, 1961 Income-tax Appellate Tribunal (ITAT)

Income-tax Act, 1961 Income-tax Appellate Tribunal (ITAT)

Income-tax Act, 1961 Income-tax Appellate Tribunal (ITAT)

Income-tax Act, 1961 CIT (Appeals)

The Finance Act, 2004 and Service-tax rules Additional Commissioner- Service-tax The Finance Act, 2004 and Service-tax rules Commissioner-Service-tax

The Finance Act, 2004 and Service-tax rules Commissioner-Service-tax

The Finance Act, 2004 and Service-tax rules Commissioner-Service-tax

The Finance Act, 2004 and Service-tax rules Commissioner-Service-tax

The Finance Act, 2004 and Service-tax rules Commissioner-Service-tax

(x) In our opinion, the Company has no accumulated losses at the end of the fi nancial year and it has not incurred cash losses in the current and the immediately preceding fi nancial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a fi nancial institution or a bank or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or fi nancial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the term loans were applied for the purpose for which the loans were obtained, though idle/ surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has created security in respect of debentures issued during the year.

(xx) The Company has not raised any money by public issues during the year. The management of the Company has disclosed the end use of monies during the year, raised through a public issue in the year 2007 (refer Note 34 of Schedule 25 to the fi nancial statements) and the same has been verifi ed by us.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

for Walker, Chandiok & Co Chartered Accountants

Firm Registration No: 001076N

by David Jones New Delhi Partner

July 28, 2010 Membership No. 98113

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