Auditor Report of Ansal Housing Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements
of Ansal Housing Limited ("the Companyâ), which comprise the
Balance Sheet as at March 31, 2025, the standalone statement of
Profit and Loss (including Other Comprehensive Income), the
standalone statement of changes in equity and the standalone
statement of cash flows for the year then ended, and notes to the
standalone financial statements including a summary of material
accounting policies and other explanatory information (hereinafter
referred to as "standalone financial statementsâ).

In our opinion and to the best of our information and according to
the explanations given to us, the accompanying 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, of the state of
affairs of the Company as at March 31, 2025, and profit (financial
performance including other comprehensive income), changes in
equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013 (the Act). Our responsibilities under those Standards are
further described in the Auditor''s Responsibilities for the audit of
standalone financial statements section of our report. We are
independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the
Companies Act, 2013 and the Rules there under, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion on the standalone financial statements.

Emphasis of Matter

1. We draw attention to Note 34 to the standalone financial
statements regarding pending litigation matters with Court/
Appellate Authorities. Due to the significance of the balance to
the standalone financial statements as a whole and the
involvement of estimates and judgement in the assessment
which is being technical in nature, the management is of the
opinion that the company will succeed in the appeal and there
will not be any material impact on the statements on account of
probable liability vis-a-vis the provisions already created in the
books.

2. We draw attention to Note 52 of the standalone financial
statements which describe that the Company have a system of
obtaining periodic confirmation of balances from various parties
(other than disputed parties). The External Balance Confirmations
were sent to banks and parties and certain parties'' balances are
subject to confirmation/reconciliation. Adjustments, if any will
be accounted for on confirmation/reconciliation of the same,
which in the opinion of the management will not have a material
impact.

3. We draw attention to Note 53 of the standalone financial
statement which describe the matter of the Company with the
Samyak Projects Private Limited ("Samyakâ/âCollaboratorâ).

Our opinion 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
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.

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

The Key Audit Matter

How our audit addressed the key audit matter

Assessing the carrying value of Inventory

The Company''s inventory comprises of ongoing and completed
real estate projects, Land, flats, Farmland, Building materials etc.
As at March 31, 2025, the carrying values of inventories amount to
Rs. 91,784.84 Lakh.

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, the cost to complete projects and
selling costs.

Considering the significance of the amount of carrying value of
inventories in the standalone financial statements and the
involvement of significant estimation and judgement in such

Our audit procedures/ testing included, among others:

â¢ We read and evaluate the accounting policies and disclosures
made in the standalone financial statements with respect to
inventories.

â¢ We understood and reviewed the management''s process and
methodology of using key assumptions for the determination
of NRV of the inventories.

â¢ We have tested the NRV of the inventories to its carrying value
in books on a sample basis.

assessment of NRV, the same has been considered as a key audit
matter.

Refer Note 1.11 & Note 1.19(b) to the Standalone Financial
Statements.

Evaluation of uncertain Litigation Matters

The company has material uncertain litigation matters including
matters under dispute which involves significant judgment to
determine the possible outcome of these disputes.

Refer Note no. 34 and 1.19 (d) of the standalone financial
statements.

Due to the complexity involved in these litigation matters,
management''s judgement regarding recognition and measurement
of provisions for these legal proceedings is inherently uncertain
and might change over time as the outcomes of the legal cases are
determined. Accordingly, it has been considered a key audit matter.

Our audit procedures include the following substantive procedures:

â¢ Obtained understanding of key uncertain litigation positions

â¢ Analyzed all correspondence available on record for uncertain
key litigation positions; and

Discussed with appropriate management and evaluate the
management key assumptions in estimates of provisions, where
required.

Information Other than the standalone financial statements and
Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Management Discussion & Analysis, Board''s Report
including Annexures to Board''s Report, Business Responsibility
Report, Corporate Governance and Shareholder''s Information, but
does not include the standalone financial statements and our
auditor''s report thereon.

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

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the standalone financial statements, or our knowledge obtained in
the audit or otherwise appears to be materially misstated.

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.
Responsibility of Management and Those Charged with
Governance for Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters
stated in section 134(5) of the Companies Act, 2013 ("the Actâ) with
respect to the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial
performance (including other comprehensive income), changes in
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
accounting Standards 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
of the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate
implementation and maintenance of 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
statement that gives a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is
responsible for assessing the 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 Board of Directors are also responsible for overseeing the
company''s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an 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 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 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 Companies Act,
2013, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls
system in place and the operating effectiveness of such controls.

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 standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our 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 financial statements, including the disclosures, and
whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves
fair presentation.

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

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

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

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of
the current period and are therefore the key audit matters. We
describe these matters in our 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

1. Attention is invited to Note 1.19 (a) & (b) of standalone Financial
Statements, the status of various ongoing projects, recognition
of expense and income and the realizable value of the costs
incurred are as per the judgment of Management of the
Company and certified by their technical personnel and being
of technical nature, have been relied upon by us.

2. The statutory audit was conducted via making arrangements to
provide requisite documents/ information through an electronic
medium. The Company has made available the following

information/ records/ documents/ explanations to us through
e-mail and remote secure network of the Company: -

a. Scanned copies of necessary records/documents deeds,
certificates and the related records made available
electronically through e-mail or remote secure network
of the Company; and

b. By way of enquiries through video conferencing,
dialogues and discussions over the phone, e-mails and
similar communication channels.

It has also been represented by the management that the data
and information provided electronically for the purpose of our
audit are correct, complete, reliable and are directly generated
from the accounting system of the Company, extracted from
the records and files, without any further manual modifications
so as to maintain its integrity, authenticity, readability and
completeness. In addition, based on our review of the various
internal audit reports/inspection reports/other reports (as
applicable), nothing has come to our knowledge that makes us
believe that such an audit procedure would not be adequate.
Our opinion is not modified in respect of these matters.

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 Companies Act, 2013,
we give in the "Annexure Aâ statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.

2. With respect to the other matters to be included in the Auditor''s
Report in accordance with the requirements of section 197(16)
of the Act, as amended:

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

3. 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 other comprehensive income), the Cash Flow
Statement and the 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 financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Rules) Rules, 2015, as
amended.

e) the matter described under para 1 and 3 of "Emphasis of
Matterâ relating to litigation matter/disputed matters
above in the event of being decided unfavourable and in
the event of significant discrepancies for matters
described under para 2 and 4 of "Emphasis of Matterâ

above, in our opinion, may have an adverse impact on
the functioning of the company.

f) On the basis of the written representations received from
the directors as on March 31, 2025 taken on record by
the Board of Directors, none of the directors is disqualified
as on March 31, 2025 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 and the
operating effectiveness of such controls, refer to our
separate Report in "Annexure Bâ.

h) 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. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 34 to the
standalone financial statements.

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

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, as disclosed
in the notes to the accounts, no funds (which
are material either individually or in
aggregate) have been advanced or loaned or
invested (either from borrowed funds or share
premium or any other sources or kind of
funds) by the company to or in any other
person(s) or entity (ies), including foreign
entities ("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, as disclosed
in the notes to the accounts, no funds (which
are material either individually or in
aggregate) 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 the 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 subÂ¬
clause (a) and (b) contain any material
misstatement.

v. There is no dividend declared or paid during the
year by the company.

vi. Based on our examination which included test
checks, the company has used an accounting
software for maintaining its books of account which
has a feature of recording an audit trail (edit log),
except at the database level, and the same has
operated throughout the year for all relevant
transactions recorded in the software. Further,
during the course of our audit, we did not come
across any instance of audit trail feature being
tampered with and the audit trail has been
preserved by the company as per the statutory
requirements for record retention.

For Dewan P N Chopra & Co.

Chartered Accountants
Firm Regn. No. 000472N

Sandeep Dahiya

Partner

Date : May 28, 2025 Membership No. 505371

Place : Vaishali, Ghaziabad UDIN: 25505371BMHZEQ8688

Mar 31, 2024

To the Members of Ansal Housing Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of Ansal Housing Limited ("the Companyâ), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements including a summary of material accounting policies and other explanatory information (hereinafter referred to as "standalone financial statementsâ).

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified opinion section when reporting in accordance with a fair presentation framework, the accompanying 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, of the state of affairs of the Company as at March 31, 2024, and profit (financial performance including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. We draw attention to Note 16.5 to the standalone financial statements which describe that IFCI Limited has revoked the restructuring and recalled repayment of outstanding dues amounting to Rs.15,104.04 Lakh (including interest) now assigned to Suraksha ARC vide assignment agreement dated September 6, 2023. The company has not recognized the default interest cost amounting to Rs. 831.86 Lakhs and Rs 546.54 Lakhs for the year ended March 31, 2024 and March 31, 2023. The company was in discussion with the lender to resolve the matter in the best possible manner. The company''s records indicate that had management recognized the default interest, an amount of Rs. 831.86 Lakhs and Rs 546.54 Lakhs for the year ended March 31, 2024 and March 31, 2023 respectively would have been required to provide for as finance cost. Accordingly, Finance Cost, Deferred tax assets and Loss after tax would have been increased by "Rs. 831.86 Lakh, Rs. 231.42 Lakh, Rs. 600.44 Lakhâ, "Rs. 546.54 Lakh, Nil, Rs. 546.54 Lakhâ for the year ended March 31, 2024 and March 31, 2023 respectively and shareholder''s fund would have been reduced by Rs. 600.44 Lakhs and Rs 546.54 Lakhs for the year ended March 31, 2024 and March 31, 2023 respectively.

Matter stated above has also been qualified in our report for year ended March 31, 2023, March 31, 2022 and March 31, 2021.

2. We draw attention to Note 16.4 to the standalone financial statements and clause v of Annexure A to the independent auditor''s report in respect of repayment of public deposits and settlement of said public deposit with the respective depositor. However, the impact, if any, as per the provisions of the Companies Act, 2013 on the financial statements, is presently not ascertainable.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the audit of standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matter

1. We draw attention to Note 33 to the standalone financial statements regarding pending litigation matters with Court/ Appellate Authorities. Due to the significance of the balance to the standalone financial statements as a whole and the involvement of estimates and judgement in the assessment, which is being technical in nature, the management is of the opinion that the company will succeed in the appeal and there will not be any material impact on the Standalone financial statements on account of probable liability vis-a-vis the provisions already created in the books.

2. We draw attention to Note 52 of the standalone financial statements which describe that the Company have a system of obtaining periodic confirmation of balances from various parties (other than disputed parties). The External Balance Confirmations were sent to banks and parties and certain parties'' balances are subject to confirmation/reconciliation. Adjustments, if any will be accounted for on confirmation/reconciliation of the same, which in the opinion of the management will not have a material impact.

3. We draw attention to Note 53 of the standalone financial statements which describe that the Company is in collaboration with Samyak Projects Private Limited ("Samyakâ) for developing a project at Ansal Hub 83âII, Gurugram. Samyak took an Inter Corporate Deposit of Rs 2,500 Lakh from the company for making the payment related to the project under a collaboration and failed to discharge its obligations for the repayment. The company has approached the NCLT for initiation of the Corporate Insolvency Resolution Process (CIRP) which has been dismissed by the Hon''ble NCLT vide order dated February 28, 2023. Against the said order the company has filed an appeal in Hon''ble National Company Law Appellate Tribunal (NCLAT) which was disposed off stating that the company has the liberty to exhaust other remedies before any other appropriate forum. Consequently, the company, knocked the door of the Hon''ble Supreme Court wherein, vide order dated March 12, 2024, the Hon''ble Supreme Court also upheld the order of the NCLAT. Presently the company is in the process of filing civil suit for recovery and the management is of the view that the full amount of Rs. 5,795.20 Lakhs (including accrued interest till 31.03.2020)

is recoverable from the party and hence no provision for the same has been made in the books of accounts.

4. We draw attention to Note 61 of the standalone financial statements regarding the net recoverable value of advances/ security deposits paid by the company for the acquisition of land/project development 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 the project, expected date of completion of the project and the estimation of sale prices and construction costs. Due to the significance of the balance to the standalone financial statements as a whole and the involvement of estimates and judgement in the assessment, which is being technical in

nature, the management is of the opinion that the entire amount is recoverable/adjustable against the land procurement/amount payable to collaborator under collaboration agreement and hence no provision is required at this stage.

Our opinion 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 financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.
The Key Audit Matter	How our audit addressed the key audit matter
Assessing the carrying value of Inventory
The Company''s inventory comprises of ongoing and completed real estate projects, Land, flats, Farmland, Building materials etc. As at March 31, 2024, the carrying values of inventories amount to Rs. 1,17,336.61 Lakh. 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, the cost to complete projects and selling costs. Considering the significance of the amount of carrying value of inventories in the standalone financial statements and the involvement of significant estimation and judgement in such assessment of NRV, the same has been considered as a key audit matter. Refer Note 1.11 & Note 1.19(b) to the Standalone Financial Statements.	Our audit procedures/ testing included, among others: â¢ We read and evaluate the accounting policies and disclosures made in the standalone financial statements with respect to inventories. â¢ We understood and reviewed the management''s process and methodology of using key assumptions for the determination of NRV of the inventories. â¢ We have tested the NRV of the inventories to its carrying value in books on a sample basis.
Evaluation of uncertain Litigation Matters
The company has material uncertain litigation matters including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. Refer Note no. 33 and 1.19 (d) of the standalone financial statements. Due to the complexity involved in these litigation matters, management''s judgement regarding recognition and measurement of provisions for these legal proceedings is inherently uncertain and might change over time as the outcomes of the legal cases are determined. Accordingly, it has been considered a key audit matter.	Our audit procedures include the following substantive procedures: â¢ Obtained understanding of key uncertain litigation positions â¢ Analyzed all correspondence available on record for uncertain key litigation positions; and â¢ Discussed with appropriate management and evaluate the management key assumptions in estimates of provisions, where required.

Information Other than the standalone financial statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion & Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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.

Responsibility of Management for Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 financial statement that gives a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the 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 Board of Directors are also responsible for overseeing the company''s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 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 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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 standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our 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 financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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

1. Attention is invited to Note 1.19 (a) & (b) of standalone Financial Statements, the status of various ongoing projects, recognition

of expense and income and the realizable value of the costs incurred are as per the judgment of Management of the Company and certified by their technical personnel and being of technical nature, have been relied upon by us.

2. The statutory audit was conducted via making arrangements to provide requisite documents/ information through an electronic medium. The Company has made available the following information/ records/ documents/ explanations to us through e-mail and remote secure network of the Company: -

a. Scanned copies of necessary records/documents deeds, certificates and the related records made available electronically through e-mail or remote secure network of the Company; and

b. By way of enquiries through video conferencing, dialogues and discussions over the phone, e-mails and similar communication channels.

It has also been represented by the management that the data and information provided electronically for the purpose of our audit are correct, complete, reliable and are directly generated from the accounting system of the Company, extracted from the records and files, without any further manual modifications so as to maintain its integrity, authenticity, readability and completeness. In addition, based on our review of the various internal audit reports/inspection reports/other reports (as applicable), nothing has come to our knowledge that makes us believe that such an audit procedure would not be adequate. Our opinion is not modified in respect of this 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 Companies Act, 2013, we give in the "Annexure Aâ statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

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

3. 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and the statement of changes in equity dealt with by this Report are in agreement with the books of account.

(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Rules) Rules, 2015, as amended.

(e) The matter described under "Basis of Qualified Opinionâ and para 1 and 3 of "Emphasis of Matterâ relating to litigation matter/disputed matters above in the event of being decided unfavourable and in the event of significant discrepancies for matters described under para 2 and 4 of "Emphasis of Matterâ above, in our opinion, may have an adverse impact on the functioning of the company.

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

(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

(h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure Bâ.

(i) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 33 to the standalone financial statements.

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

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, as disclosed in the notes to the accounts, no funds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity (ies), including foreign entities ("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, as disclosed in the notes to the accounts, no funds (which are material either individually or in aggregate) 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 the 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. There is no dividend declared or paid during the year by the company.

vi. Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording an audit trail (edit log), except at the database level, and the same has operated throughout the year for all relevant transactions recorded in the software. Further during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

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

For Dewan P.N. Chopra & Co.

Chartered Accountants Firm Regn. No. 000472N

Sandeep Dahiya

Partner

Date : May 29, 2024 Membership No. 505371

Place : Vaishali, Ghaziabad UDIN: 24505371BKAPMY2855

Mar 31, 2023

We have audited the accompanying standalone financial statements of Ansal Housing Limited ("the Companyâ), which comprise the Balance Sheet as at March 31,2023, the Statement of Profit and Loss (including Other Comprehensive Income), the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "standalone financial statementsâ).

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified opinion section when reporting in accordance with a fair presentation framework, the accompanying 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, of the state of affairs of the Company as at March 31, 2023, and loss (financial performance including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. We draw attention to Note 16.5 to the standalone financial statements which describe that IFCI Limited has revoked the restructuring and recalled repayment of outstanding dues amounting to Rs.13,258.28 Lakh (including interest). The company has not recognized the default interest cost amounting to Rs.546.54 Lakh & Rs. 500.58 Lakh for the year ended March 31, 2023 & March 31, 2022. The company is in discussion with the lender to resolve the matter in the best possible manner. The Company''s records indicate that had management recognized the default interest, an amount of Rs.546.54 Lakh and Rs. 500.58 Lakh for the year ended March 31, 2023 & March 31,2022 respectively, would have been required to provide for as finance cost. Accordingly, Finance Cost, Deferred tax assets and Loss after tax would have been increased by "Rs. 546.54 Lakh, Rs. Nil, Rs. 546.54 Lakhâand"Rs.500.58 Lakh, Rs.139.26 Lakh, Rs.361.32 Lakhâ for the year ended March 31, 2023 & March 31, 2022 respectively and shareholder''s fund would have been reduced by Rs. 546.54 Lakh and Rs. 361.32 Lakh for the year ending March 31, 2023 & March 31, 2022 respectively.

Matter stated above has also been qualified in our report for year ended March 31,2022 and March 31,2021.

2. We draw attention to Note 3 to the standalone financial statements regarding the Company''s investment of Rs.491.67 Lakh in Housing and Construction Lanka Private Limited (a wholly-owned subsidiary company located in Sri Lanka) by way of equity shares. The Board of Investment ("BOIâ) has terminated the agreements for the development of an integrated township in Sri Lanka between the subsidiary and the BOI. The subsidiary company had filed an arbitration claim against the BOI of Sri Lanka. During the F.Y.2017-18, the management of the subsidiary company has written off all assets. Now the subsidiary company does not have enough assets to redeem the said investment. The Company''s records

indicate that had management recognized the impairment, an amount of Rs.491.67 Lakh would have been required to provide for as Impairment Loss on Investment. Accordingly, Impairment Loss on Investment, Deferred tax assets and Loss after tax would have been increased by Rs. 491.67 Lakh, Rs. Nil and Rs. 491.67 Lakh respectively and shareholder''s fund and Investment in the Subsidiary would have been reduced by Rs. 491.67 Lakh for the year ended March 31,2023.

3. We draw attention to Note 16.4 to the standalone financial statements and clause v of Annexure A to the independent auditor''s report in respect of repayment of public deposits and settlement of said public deposit with the respective depositor. However, the impact, if any, as per the provisions of the Companies Act, 2013 on the financial statements, is presently not ascertainable.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the audit of standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matter

2. We draw attention to Note 53 of the standalone financial statements which describe that the Company have a system of obtaining periodic confirmation of balances from various parties (other than disputed parties). The External Balance Confirmations were sent to banks and parties and certain parties'' balances are subject to confirmation/reconciliation. Adjustments, if any will be accounted for on confirmation/ reconciliation of the same, which in the opinion of the management will not have a material impact.

3. We draw attention to Note 54 of the standalone financial statements which describe that the Company is in collaboration with Samyak Projects Private Limited ("Samyakâ) for developing a project at Ansal Hub 83-II, Gurugram. Samyak took an Inter Corporate Deposit of Rs 2,500 Lakh from the company for making the payment related to the project under a collaboration and failed to discharge its obligations for the repayment. The company has approached the NCLT for initiation of the Corporate Insolvency Resolution Process and the management

We have determined the matters described below to be the key audit matters to be communicated in our report.
The Key Audit Matter	How our audit addressed the key audit matter
Assessing the carrying value of Inventory
The Company''s inventory comprises of ongoing and completed real estate projects, Land, flats, Farmland, Building materials etc. As at March 31,2023, the carrying values of inventories amount to Rs. 1,38,722.13 Lakh. 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, the cost to complete projects and selling costs. Considering the significance of the amount of carrying value of inventories in the standalone financial statements and the involvement of significant estimation and judgement in such assessment of NRV, the same has been considered as a key audit matter. Refer Note 1.11 & Note 1.19(b) to the Standalone Financial Statements.	Our audit procedures/ testing included, among others: â¢ We read and evaluate the accounting policies and disclosures made in the standalone financial statements with respect to inventories. â¢ We understood and reviewed the management''s process and methodology of using key assumptions for the determination of NRV of the inventories. â¢ We have tested the NRV of the inventories to its carrying value in books on a sample basis.
Evaluation of uncertain Litigation Matters
The company has material uncertain litigation matters including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. Refer Note no. 33 and 1.19 (d) of the standalone financial statements. Due to the complexity involved in these litigation matters, management''s judgement regarding recognition and measurement of provisions for these legal proceedings is inherently uncertain and might change over time as the outcomes of the legal cases are determined. Accordingly, it has been considered a key audit matter.	Our audit procedures include the following substantive procedures: â¢ Obtained understanding of key uncertain litigation positions â¢ Analyzed all correspondence available on record for uncertain key litigation positions; and â¢ Discussed with appropriate management and evaluate the management key assumptions in estimates of provisions, where required.

is of the view that the full amount of Rs. 5,795.20 Lakhs (including accrued interest till 31.03.2020) is recoverable from the party and hence no provision for the same has been made in the books of accounts.

Information Other than the standalone financial statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion & Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge

estimates and judgement in the assessment, which is being technical in nature, the management is of the opinion that the entire amount is recoverable/adjustable against the land procurement/amount payable to collaborator under collaboration agreement and hence no provision is required at this stage.

Our opinion 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 financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

obtained in the audit or otherwise appears to be materially misstated.

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 implementation and maintenance of 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 financial statement that gives a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the 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 Board of Directors are also responsible for overseeing the company''s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 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 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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 standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence

obtained up to the date of our 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 financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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

1. Attention is invited to Note 1.19 (a) & (b) of standalone Financial Statements, the status of various ongoing projects, recognition of expense and income and the realizable value of the costs incurred are as per the judgment of Management of the Company and certified by their technical personnel and being of technical nature, have been relied upon by us.

a. Scanned copies of necessary records/documents deeds, certificates and the related records made available electronically through e-mail or remote secure network of the Company; and

b. By way of enquiries through video conferencing, dialogues and discussions over the phone, e-mails and similar communication channels.

reports/other reports (as applicable), nothing has come to our knowledge that makes us believe that such an audit procedure would not be adequate.

Our opinion is not modified in respect of this 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 Companies Act, 2013, we give in the "Annexure Aâ statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

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

3. 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.

(e) the matter described under "Basis of Qualified Opinionâ and para 1 and 3 of "Emphasis of Matterâ relating to litigation matter/disputed matters above in the event of being decided unfavourable and in the event of significant discrepancies for matters described under para 2 and 4 of "Emphasis of Matterâ above, in our opinion, may have an adverse impact on the functioning of the company.

(f) On the basis of the written representations received from the directors as on March 31,2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

(i) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 33 to the standalone financial statements.

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

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, as disclosed in the notes to the accounts, no funds (which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity (ies), including foreign entities ("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, as disclosed in the notes to the accounts, no funds (which are material either individually or in aggregate) 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 the 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. There is no dividend declared or paid during the year by the company

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1,2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.

For Dewan P.N. Chopra & Co.

Chartered Accountants Firm Regn. No. 000472N

Place : Vaishali, Ghaziabad (Sandeep Dahiya)

Dated : 29^th May, 2023 Partner

Membership No. 505371 UDIN: 23505371BGRTUN4960

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Ansal Housing and Construction Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred as âStandalone Ind AS Financial Statementsâ).

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 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 (Ind AS) prescribed 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 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 of the standalone Ind AS financial statements 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 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 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 aforesaid 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 including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018, and its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

a. Attention is invited to Note 42 to the standalone Ind AS financial statements regarding companyâs investment of Rs. 491.67 lakh in a wholly owned subsidiary company in Sri Lanka by way of equity shares. The subsidiary company had filed an arbitration claim against the Board of Investment of Sri Lanka (BOI) which has been withdrawn during the year and company gone for settlement. The BOI has terminated the agreements for development of integrated township in Sri Lanka between the subsidiary and the BOI. During the year, the management of the subsidiary company has written off all assets. Now the subsidiary company does not have enough assets to redeem the said investment but management of the company is of the opinion that they will be able to redeem the said investment through the settlement and write down of Investment is not required at this stage.

b. We draw attention to Note 1.19 & 33 to the standalone Ind AS financial statements which describe 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 Ind AS financial statements.

Our opinion is not modified in respect of these matters.

Other Matter

a. Incoming auditor to audit comparative information for adjustments to transition to Ind AS

The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31st March 2017 and 31st March 2016 dated 29th May 2017 and 30th May 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

b. Refer Note 1.19 of standalone Ind AS Financial Statements, the status of various ongoing projects, recognition of expense and income and the realizable value of the costs incurred are as per the judgment of Management of the Company and certified by their technical personnel and being of technical nature, have been relied upon by us.

Our opinion is not modified in respect of these matters.

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 subsection 11 of section 143 of the Act, we give in the âAnnexure Aâ; a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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, the Statement of Profit and Loss, 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 Indian Accounting Standards prescribed under Section 133 of the Act, read with Rules issued thereunder.

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ; and

(g) 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 33 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.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone Ind AS 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.

(b) As explained to us, the fixed assets have been physically verified by the management in accordance with a regular programme of verification which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

(ii) The inventory of building materials, stores and spares, restaurantâs provisions, beverages etc., land and flats/shops/houses etc. At major locations has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the company, inventory of work-in-progress cannot be physically verified. As explained to us, there was no material discrepancies noticed on physical verification of inventory.

(iii) The company has not granted loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore the provisions of Clause 3(iii)(a),(b) and (c) of the said Order are not applicable to the company.

(iv) In our opinion, in respect of loans, investments, guarantees, and security provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

(v) During the previous year, the company approached the National Company Law Tribunal (NCLT), New Delhi, under section 74(2) of the companies act, 2013 seeking approval for extension of time to repay the deposits which was received vide NCLTâs order dated 3rd October, 2016. The total outstanding deposits at the time of Companyâs application to the NCLT amounting to Rs. 8457.47 Lacs are generally being repaid by the company as per the terms of NCLT Orders though there are some overdue amounts. However, the NCLT vide its order dated 1st December,2017 has permitted to pay Rs. 125.00 Lakh per month including hardship cases and same scheme has been extended by NCLT till July 2018 vide its latest order dated 10.05.2018. The Company is in the process of complying with the above NCLT orders (Refer Note No 16.7 of the standalone Ind AS financial statements). Further in our opinion and according to the information and explanations given to us, the provision of sections 73 to 76 or any other relevant provisions of Companies Act, 2013 and the rules framed thereunder, wherever applicable, 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 Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not, nor we are required, carried out detailed examination of such accounts and records.

(vii) (a) On the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, value added tax, cess and any other statutory dues have not been regularly deposited during the year by the company with the appropriate authorities and there have been delays in a large number of cases. We are informed that the Companyâs operations during the year did not give rise to any liability for customs duty and excise duty.

In our opinion, no undisputed dues were in arrears as at 31st March, 2018 for a period of more than six months from the date they became payable except following dues:-

Name of the Statute	Nature of dues	Amount (Rs. In Lacs)	Period to which the amount relates	Due Dates	Date of Payments	Remarks
Haryana VAT Act	Value Added Tax (including interest)	1126.36	Apr 14 - June 17	Monthly	Unpaid	-
Building and Other Construction Workers Act	Labour Cess	516.33	Upto March, 17	Yearly	Unpaid	-
Income Tax	Tax deducted at source	66.34	July 17 - August 17	Monthly	April 18 to May 18	-

(b) On the basis of our examination of the books of accounts and records, the details of the dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute, are as under:-

Name of the Statute	Nature of dues	Amount (Rs. In Lakh)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act	Income tax	847.99	AY 1989-90 to 1997-98 & 2002-03 to 2006-07	Supreme Court
Income Tax Act	Income tax	96.71	Assessment Year2011-12 and 2012-13	Commissioner ofIncome Tax (Appeals), New Delhi
UP Sales Tax Act	Sales Tax	76.13	Assessment Years 2004-05 to 2006-07	Tribunal, Commercial Tax, Ghaziabad
UP Value Added Tax Act	Sales Tax	304.76	Assessment Years 2007-08 to 2013-14	Tribunal, Commercial Tax, Ghaziabad
MP Value Added Tax Act	Sales Tax	5.00	Assessment Year 2008-09	Tribunal, Commercial Tax, Bhopal
Employees Provident Fund Act	Provident Fund	33.39	June 1994 to March 2006	Delhi High Court

(viii) On the basis of our examination of the books of accounts and records and explanations given to us, we are of the opinion that the Company has defaulted in the repayment of dues including interest to banks and financial institutions covered by the Order during the year. While there were delays in repayment on different occasions during the year, the relevant amounts have been paid to the respective banks and financial institutions during the year or loans have been restructured during the year. The delays which have remained outstanding at the year end are given below:

Particulars	Amount of default as on Balance Sheet Date (Rs. In Lakh)		Period of Default
Particulars	Principal	Interest	Principal	Interest
Due to Banks:
- Punjab National Bank		2.43		1 to 30 days
Due to Financial Institutions:
- HDFC Ltd.		258.61		15 to 59 days
- IFCI Ltd.	6.00	173.73	15 to 44 days	15 to 31 days

Further the company does not have any debentures and loan from government.

(ix) In our opinion, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year and term loans obtained for financing real estate projects, in our opinion, were used for the real estate projects on an overall basis.

(x) In our opinion, no material fraud by the company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) In our opinion, the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) Based on our examination of the records of the Company and in our opinion, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable Indian Accounting Standards.

(xiv) Based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence not commented upon.

(xv) Based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him.

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

To the Members of Ansal Housing and Construction Limited

We have audited the internal financial controls over financial reporting of Ansal Housing and Construction Limited (âthe Companyâ) as of March 31, 2018 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 Companyâs 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 companyâs 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.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, 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 Dewan P.N. Chopra & Co.

Chartered Accountants

Firm Regn. No. 000472N

(Sandeep Dahiya)

Place : New Delhi Partner

Date :29th May, 2018 Membership No. 505371

Mar 31, 2016

To the Members of

Ansal Housing and Construction Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Ansal Housing & Construction Limited ("the Company"), which comprise the Balance Sheet as at 31^st March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

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

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone 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 there under.

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 financial statements are free from material misstatement.

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 financial control 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. 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.

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

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, of the state of affairs of the Company as at 31^st March 2016, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

Attention is invited to Note No. 33 to the financial statements regarding excess remuneration paid to the Chairman and Managing Director of the Company of Rs. 111.79 lacs during the year 2015 16. The Company has applied to the Central Government under section 197(3) of the Companies Act, 2013 for approval of excess remuneration which is awaited.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure 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 the 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 and the Cash Flow Statement 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.

(e) On the basis of the written representations received from the directors as on 31^st March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2016 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer to Note No. 28.1 to the financial statements.

ii. As the company follows percentage of completion method of accounting for revenue recognition from real estate development contracts, in a few cases projects may result in a loss in a particular year which are generally set off against profits in the future years. The management has confirmed to us that there are no material foreseeable losses in the case of long term contracts.

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

Annexure to the Independent Auditors'' Report

(Referred to in paragraph 1 under the heading ''Report on Other Legal and Regulatory Requirements'' of our report of even 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 and accounts and other records examined by us in the normal course of audit, we report that:

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

b) As explained to us, the fixed assets have been physically verified by the management in accordance with a regular programme of verification which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties included in fixed assets of the Company are held in the name of the Company.

2. As per information and explanations given to us, the inventory of building materials, stores and spares, restaurant''s provisions, beverages etc. land and flats/shops/houses etc. at major locations has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the Company, inventory of work-in-progress cannot be physically verified. As explained to us, there were no material discrepancies noticed on physical verification of inventory.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore the provisions of Clause 3(iii)(a),(b) and (c) of the said Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are no loans and securities granted in respect of which provisions of Section 185 and 186 of the Companies Act, 2013 are applicable. In our opinion and according to the information and explanations given to us, the Company has complied with provisions of section 186 of the Companies Act, 2013 in respect of guarantees given and investments made during the year.

5. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

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

7.a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues relating to 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 statutory dues, wherever applicable. However, there were delays in the deposit of value added tax, service tax, labour cess and advance tax during the year. Other than for undisputed amount of value added tax of Rs.11.07 lacs and employee state insurance of Rs 0.13 lacs, there are no undisputed amounts payable in respect of these dues which have remained outstanding at 31^st March, 2016 for a period of more than six months from the date they became payable. In respect of labour cess, the amount outstanding for a period of more than six months as on 31^st March, 2016 has not been quantified.

b) According to the information and explanations given to us and the records of the Company examined by us, the disputed amounts payable in respect of income-tax, sales tax, wealth tax, custom tax and excise duty / cess not deposited with the appropriate authorities are as follows:

Name of the statute	Nature of dues	Amount * (Rs. In lacs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act	Income Tax	765.79	Various Assessment Years	Supreme Court
Income Tax Act	Income Tax	52.69	Assessment Years 2011-12 and 2012-13	Commissioner of Income Tax (Appeals), New Delhi
Wealth Tax Act	Wealth Tax	0.49	Assessment Year 2004-05	CWT (Appeals)-I, New Delhi
UP Sales Tax Act	Sales Tax	86.31	Assessment Years 2003-04 to 2007-08	Tribunal, Commercial Tax, Ghaziabad
UP Value Added Tax Act	Sales Tax	106.55	Assessment Years 2007-08 to 2010-11	Tribunal, Commercial Tax, Ghaziabad
UP Value Added Tax Act	Sales Tax	67.53	Assessment 2011-12	Additional Commercial of Trade Tax, Ghaziabad
MP Value Added Tax Act	Sales Tax	5.00	Assessment Year 2008-09	Tribunal, Commercial Tax, Bhopal
Haryana Value Added Tax Act	Sales Tax	79.46	Assessment Year 2010-11	Joint Excise & Taxation Commissioner (Appeals), Haryana
Employees Provident Fund Act	Provident Fund	33.39	June 1994 to March 2006	Delhi High Court
The Finance Act, 1994	Service Tax	271.31	October 2003 to March 2010	Custom, Excise and Service Tax Appellate Tribunal, New Delhi

* The amounts are net of payments made under protest to the authorities.

8. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions covered by the Order during the year. The Company does not have any debentures and loan from government.

9. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. According to the information and explanations given to us and the records examined by us, term loans obtained for financing real estate projects, in our opinion, on an overall basis, were used for the real estate projects.

10. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013. However, in the case of Chairman and Managing Director, the remuneration paid during the year 2015-16 is in excess of the limit provided in Section 197 read with Schedule V to the Companies Act, 2013 by Rs. 111.79 lacs due to inadequacy of the profit for the year computed in the manner referred to in Section 198 of the Companies Act, 2013. The Company has applied to the Central Government under section 197(3) of the Companies Act, 2013 for approval of excess remuneration which is awaited.

12. In our opinion, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence not commented upon.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him.

16. 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.

ANNEXURE ''A''TOTHE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ONTHE STANDALONE FINANCIAL STATEMENTS OF ANSAL HOUSING AND CONSTRUCTION LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Actâ) To the Members of Ansal Housing and Construction Limited

We have audited the internal financial controls over financial reporting of Ansal Housing and Construction Limited ("the Companyâ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management''s 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 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance 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, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the 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 system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, 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 Khanna & Annadhanam

Chartered Accountants

(Firm Registration No. 001297N)

Place : New Delhi (Jitender Dhingra)

Date : 30^th May, 2016 Partner

Membership No. 90217

Mar 31, 2015

We have audited the accompanying standalone financial statements of Ansal Housing & Construction Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 there under.

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 financial statements are free from material misstatement. 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 financial control 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 financial 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.

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.

Basis of Qualified Opinion

The managerial remuneration paid to the Managing Director of the Company during the year is in excess of the limit provided in Section 197 read with Schedule-V of the Companies Act, 2013 by Rs. 84.57 lacs due to the inadequacy of the profit for the year computed in the manner referred to in Section 198 of the Companies Act, 2013. The Company has decided to apply to the Central Government under Section 197(10) of the Companies Act, 2013. No adjustments in this respect have been made in the accounts.

Qualified Opinion

Subject to our comment under basis of qualified opinion, 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, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure 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 the 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 and the Cash Flow Statement 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.

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

(f ) 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements Â Refer to Note No. 28.1 to the financial statements. ii. As the company follows percentage of completion method of accounting for revenue from real estate development contracts, in a few cases projects may result in a loss in a particular year which are generally set of against profits of the future years. The management has confirmed to us that there are no material foreseeable losses in the case of long term contracts. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

(Referred to in paragraph 1 under the heading 'Report on Other legal and Regulatory Requirements' of our report of even 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 and accounts and other records examined by us in the normal course of audit, we report that:

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

b) As explained to us, the fixed assets are physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

2. a) As per information and explanations given to us, the inventory of building materials, stores and spares, restaurant's provisions, beverages etc. and fats/shops/ houses etc. at major locations has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the Company, inventory of work-in-progress cannot be physically verified.

b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventories 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 has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The Company had granted unsecured interest free loan of Rs, 500 lacs to a wholly owned subsidiary company in the earlier years which was repaid during the year. In respect of loan given to the wholly owned subsidiary, there was no stipulation regarding repayment and the loan given was interest free.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

5. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

6. As per information and explanations given to us and as broadly reviewed by us, the Company has maintained the cost records prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues relating to 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 statutory dues, wherever applicable. However, there were delays in deposit of employee state insurance dues and sales tax in a few cases and in the deposit of service tax and advance tax during the year. Other than for undisputed amount of employee state insurance of Rs, 0.23 lacs, according to the information and explanations given to us, there are no undisputed amounts payable in respect of these dues which have remained outstanding at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, the disputed amounts payable in respect of income-tax, sales tax, wealth tax, custom duty and excise duty / cess not deposited with the appropriate authorities are as follows:

Name of the statute Nature of dues Amount * (Rs, In lacs)

Income Tax Act Income Tax 765.79

Wealth Tax Act Wealth Tax 0.49

UP Sales Tax Act Sales Tax 84.08

UP Value Added Tax Act Sales Tax 381.33

UP Value Added Tax Act Sales Tax 56.94

MP Value Added Tax Act Sales Tax 5.00

Haryana Value Added Sales Tax 79.46 Tax Act

Employees Provident Provident Fund 33.39 Fund Act

The Finance Act, 1994 Service Tax 271.31

NAME OF THE STATUTE Period to which the amount Forum where dispute relates is pending

Income Tax Act Various Assessment Years Supreme Court

Wealth Tax Act Assessment Year 2004-05 CWT (Appeals)-I, New Delhi

UP Sales Tax Act Assessment Years 2003-04 to Tribunal, Commercial Tax, 2007-08 Ghaziabad

UP Value Added Tax Act Assessment Years 2007-08 to Tribunal, Commercial Tax, 2010-11 Ghaziabad

UP Value Added Tax act Assessment 2013-14 Additional Commercial of Trade Tax, Ghaziabad

MP Value Added Tax Act Assessment Year 2008-09 Tribunal, Commercial Tax, Bhopal

Haryana Value Added Tax Assessment Year Act 2010-11 Joint Excise & Taxation Commissioner (Appeals), Haryana

Employees Provident June 1994 to Fund act March 2006 Delhi High Court

The Finance Act,1994 October 2003 to March 2010 Custom, Excise and Service Tax Appellate Tribunal, New Delhi

* The amounts are net of payments made under protest to the authorities.

c) According to the information and explanations given to us the amounts which are required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under have been transferred to such fund within time.

8. The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

9. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions covered by the Order during the year.

10. The Company has given guarantees for loans taken by its wholly owned subsidiaries and other companies from banks or financial institutions. In our opinion and based on the information and explanations given to us, the terms and conditions of the guarantees are not, prima facie, prejudicial to the interest of the Company.

11. According to the information and explanations given to us and the records examined by us, terms loans obtained for financing real estate projects, in our opinion, on an overall basis, were used for the real estate projects.

12. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Khanna & Annadhanam

Chartered Accountants

(Firm Registration No. 001297N)

(Jitender Dhingra)

Place : New Delhi Partner

Date : 27th May, 2015 Membership No. 90217

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

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 the internal controls 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 the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31 March, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

2. 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 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, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

Annexure to the Independent Auditors'' Report

(Referred to in paragraph 1 under the heading ''Report on Other legal and Regulatory Requirements'' of our report of even 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 and accounts and other records examined by us in the normal course of audit, we report that:

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

b) As explained to us, the fixed assets are physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) The Company has not disposed off a substantial part of the fixed assets during the year and hence the going concern assumption is not affected.

2. a) As per information and explanations given to us, the inventory of building materials, stores and spares, restaurant''s provisions, beverages etc. and Iflats/shops/ houses etc. at major locations has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the Company, inventory of work-in-progress can not be physically verified.

b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventories 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 has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. a) The Company has granted unsecured interest free loan to a wholly owned subsidiary company. The maximum amount involved during the year and the year end balance of loan was Rs. 500 lacs.

b) The loan is interest free being given to a wholly owned subsidiary.

c) In respect of loan given to the wholly owned subsidiary, there is no stipulation regarding repayment.

d) The Company has taken unsecured loan from two companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year. The maximum amount of loan during the year and the year end balance was Rs. 2135 lacs.

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

f) In respect of loans taken by the Company, payment of interest has been regular. The principal amount has not become due for payment during the year

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

5. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements during the year that are needed to be entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies Acceptance of Deposits Rules, 1975. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

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

8. As per information and explanations given to us and as broadly reviewed by us, the Company has maintained the cost records pursuant to the Companies (Cost Accounting Record) Rules 2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues relating to 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 statutory dues, wherever applicable. However, there were delays in deposit of service tax, sales tax and advance tax during the year. According to the information and explanations given to us, there are no undisputed amounts payable in respect of these dues which have remained outstanding at 31st March, 2014 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, the disputed amounts payable in respect of income-tax, sales tax, wealth tax, custom tax and excise duty / cess not deposited with the appropriate authorities are as follows:

Name of the statute Nature of Amount * dues (Rs. in lacs)

Income Tax Act Income Tax 765.79

Income Tax Act Income Tax 94.69

Wealth Tax Act Wealth Tax 0.49

UP Sales Tax Act Sales Tax 84.08

UP Value Added Tax Act Sales Tax 85.93 UP Value Added Tax Act Sales Tax 270.96

UP Value Added Tax Act Sales Tax 186.39

MP Value Added Tax Act Sales Tax 4.62

Haryana Value Added Tax Act Sales Tax 79.46

Employees Provident Fund Act Provident Fund 33.39

The Finance Act, 1994 Service Tax 271.31

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

Income Tax Act Various Assessment Years Supreme Court

Income Tax Act Assessment Years CIT (Appeals), New Delhi 2009-10 to 2011-12

Wealth Tax Act Assessment Year 2004-05 CWT (Appeals)-I, New Delhi

UP Sales Tax Act Assessment Years Tribunal, Commercial Tax, 2003-04 Ghaziabad to 2007-08

UP Value Added Tax Act Assessment Years Tribunal, Commercial Tax, 2007-08 Ghaziabad to 2008-09

UP Value Added Tax Act Assessment Year Deputy Commissioner of 2010-11 Trade Tax, Ghaziabad

UP Value Added Tax Act Assessment Years Additional Commissioner 2009-10 of Trade and 2013-14 Tax, Ghaziabad

MP Value Added Tax Act Assessment Year Tribunal, Commercial Tax, 2008-09 Bhopal

Haryana Value Added Assessment Year Joint Excise & Taxation Tax Act 2010-11 Commissioner (Appeals), Haryana

Employees Provident June 1994 to Delhi High Court Fund Act March 2006

The Finance Act, 1994 October 2003 to Custom, Excise and March 2010 Service Tax Appellate Tribunal, New Delhi

* The amounts are net of tax paid under protest to the authorities.

10. The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions covered by the Order during the year.

12. According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures, and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. The Company has given guarantees for loans taken by its wholly owned subsidiaries and other companies from banks or financial institutions. In our opinion and based on the information and explanations given to us, the terms and conditions of the guarantees are not, prima facie, prejudicial to the interest of the Company.

16. According to the information and explanations given to us and the records examined by us, terms loans obtained for financing real estate projects, in our opinion, on an overall basis, were used for the real estate projects.

17. On the basis of an overall examination of the Balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used for long term investments.

18. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

20. The company has not raised any money by public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Khanna & Annadhanam Chartered Accountants (Firm Registration No. 001297N)

(Jitender Dhingra) Place : New Delhi Partner Date : 28th May, 2014 Membership No. 90217

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of Ansal Housing and Construction Limited ("the Company"), which comprise the Balance Sheet as at 31 March, 2013, the Statement of Proft and Loss and the Cash Flow Statement for the year then ended, and a summary of the signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these fnancial 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatements.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid fnancial 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 afairs of the Company as at 31 March, 2013;

b) in the case of the Statement of Proft and Loss, of the proft of the Company for the year ended on that date and

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

Report on Other Legal and Regulatory Requirements

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

2. 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 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 Proft and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Proft and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

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

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 and accounts and other records examined by us in the normal course of audit, we report that:

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fxed assets.

b) As explained to us, the fxed assets are physically verifed by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verifcation.

c) The Company has not disposed of a substantial part of the fxed assets during the year and hence the going concern assumption is not afected.

2. a) As per information and explanations given to us, the inventory of building materials, stores and spares, restaurant''s provisions, beverages etc. and fats/shops/ houses etc. at major locations has been physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the Company, inventory of work-in-progress can not be physically verifed.

b) In our opinion and according to the explanations given to us, the procedures of physical verifcation of inventories 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 has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verifcation of inventory as compared to the book records.

3. a) The Company has granted unsecured interest free loan to a wholly owned subsidiary company. The maximum amount involved during the year and the year end balance of loan was Rs. 500 lacs.

b) The loan is interest free being given to a wholly owned subsidiary.

c) In respect of loan given to the wholly owned subsidiary, there is no stipulation regarding repayment.

d) The Company has taken unsecured loan from two companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year. The maximum amount of loan during the year and the year end balance was Rs. 1800 lacs.

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

f) In respect of loans taken by the Company, payment of interest has been regular. The principal amount has not become due for payment during the year.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fxed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

5. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that are needed to be entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies Acceptance of Deposits Rules, 1975. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

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

8. As per information and explanations given to us and as broadly reviewed by us, the Company has maintained the cost records pursuant to the Companies (Cost Accounting Record) Rules 2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues relating to 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 statutory dues, wherever applicable. However, there were delays in deposit of service tax, sales tax and advance tax during the year. Other than for undisputed amount of service tax of Rs. 5.80 lacs, there are no undisputed amounts payable in respect of these dues which have remained outstanding at 31st March, 2013 for a period of more than six months from the date they became payable.

10. The Company does not have any accumulated losses and has not incurred cash losses during the fnancial year covered by our audit and the immediately preceding fnancial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and fnancial institutions covered by the Order during the year.

12. According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures, and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual beneft fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. The Company has given guarantees for loans taken by its wholly owned subsidiaries and other companies from banks or fnancial institutions. In our opinion and based on the information and explanations given to us, the terms and conditions of the guarantees are not, prima facie, prejudicial to the interest of the Company.

16. According to the information and explanations given to us and the records examined by us, terms loans obtained for fnancing real estate projects, in our opinion, on an overall basis, were used for the real estate projects.

17. On the basis of an overall examination of the Balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used for long term investments.

18. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

20. The company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, during the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Khanna & Annadhanam

Chartered Accountants

(Firm Registration No. 001297N)

(Jitender Dhingra)

Place : New Delhi Partner

Date : 29th May, 2013 Membership No. 90217

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Ansal Housing & Construction Ltd. ('the Company') as at 31st March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. 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 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, evidences 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 as amended by (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 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 the books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with accounting policies and other notes, give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and ;

ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date.

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

(Referred to in Paragraph 3 thereof)

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 and accounts and other records examined by us in the normal course of audit, we report that:

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

b) As explained to us, the fixed assets are physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) The Company has not disposed off a substantial part of the fixed assets during the year and hence the going concern assumption is not affected.

2. a) As per information and explanations given to us, the inventory of building materials, stores and spares, restaurant's provisions, beverages etc. and flats/shops/ houses etc. at major locations has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the Company, inventory of work-in-progress can not be physically verified.

b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventories 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 has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. a) The Company has granted unsecured interest free loan to a wholly owned subsidiary company. The maximum amount involved during the year and year end balance of loan was Rs. 500 lacs.

b) The loan is interest free being given to a wholly owned subsidiary.

c) In respect of loan given to the wholly owned subsidiary, there is no stipulation regarding repayment.

d) 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 Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

5. a) According to information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of Rs. five lakhs in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies Acceptance of Deposits Rules, 1975. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

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

8. As per information and explanations given to us, the Central Government has during the year issued the Companies (Cost Accounting Record) Rules 2011 under section 209 (1) (d) of the Companies Act, 1956 prescribing for maintenance of cost records with regard to the real estate development activities of the Company w.e.f. 1st April 2011. We have been informed that the Company is taking necessary steps to comply with the said Rules.

9. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues relating to 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 statutory dues, wherever applicable. However, in some cases there were delays in deposit of service tax on construction services and sales tax during the year. No undisputed amounts payable i n respect of these dues were outstanding at the year end for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, the disputed amounts payable in respect of income-tax, sales tax, wealth tax, custom tax and excise duty / cess not deposited with the appropriate authorities are as follows:

Nature of dues Amount Period to which the Forum where dispute is pending (Rs. In lacs) amount relates

Wealth Tax 0.49 Assessment Year 2004-05 CWT (Appeals)-I, New Delhi

Sales Tax 159.38 Assessment Year - 2003-04 Tribunal, Commercial Tax, Ghaziabad. to 2006-07

Sales Tax 47.77 Assessment Year - 2007-08 Additional Commiss ioner of Trade Tax, Ghaziabad.

Sales Tax 39.70 Assessment Year 2010-11 Deputy Commissioner of Trade Tax, Ghaziabad.

Provident Fund 66.78 June 1994 to March 2006 Delhi High Court

Employee State Insurance 0.66 June 1998 to April 1999 Regional Director, ESIC Corporation, New Delhi

Service Tax 271.31 October 2003 to March Custom, Excise and Service Tax Appellate Tribunal, 2010 New Delhi

10. The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, in a few cases during the year there have been delays in repayment of dues to banks amounting to Rs. 515.69 lacs ranging from 1 day to 22 days. The delays pertain to repayments due upto September 2011 which have been regularized by the Company by October 2011. Except for above, the Company has not defaulted in the repayment of dues to banks and financial institutions covered by the Order during the year.

12. According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures, and other securities.

13. The provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. The Company has given guarantees for loans taken by its wholly owned subsidiaries and other companies from banks or financial institutions. In our opinion and based on the information and explanations given to us, the terms and conditions of the guarantees are not, prima facie, prejudicial to the interest of the Company.

16. According to the information and explanations given to us and the records examined by us, terms loans obtained for financing real estate projects, in our opinion, on an overall basis, were used for the real estate projects.

17. On the basis of an overall examination of the Balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used for long term investments.

18. The Company has made preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. In our opinion and according to the information and explanations given to us, the price at which shares have been issued to these parties is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures during the year.

20. The company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, during the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Khanna & Annadhanam

Chartered Accountants

(Firm Registration No. 001297N)

Place : New Delhi (Jitender Dhingra)

Date : 26th May, 2012 Partner

Membership No. 90217

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s Ansal Housing & Construction Ltd. as at 31st March 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the CompanyÃs management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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, evidences 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 (AuditorÃs Report) Order, 2003 as amended by (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Without qualifying our opinion, we draw attention to Note No. 5 in Schedule 15 to the financial statements. The Company has advanced Rs. 751.02 lacs to certain parties /collaborators which have been accounted for as Ãadvances for landÃ. In the absence of underlying contract / agreement in this regard, we have relied on the managementÃs representation that the advances are good and recoverable.

5. Further to our comments in the Annexure referred to in paragraph 3 and 4 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 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 the books.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with accounting policies and other notes, give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 and ;

ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date.

iii) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report (Referred to in Paragraph 3 thereof)

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 and accounts and other records examined by us in the normal course of audit, we report that:

1. a) The Company has maintained proper records showing full

particulars including quantitative details and situation of fixed assets.

b) As explained to us, the fixed assets are physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) The Company has not disposed of a substantial part of the fixed assets during the year and hence the going concern assumption is not affected.

2. a) As per information and explanations given to us, the inventory of building materials, stores and spares, restaurant's provisions, beverages etc. and fats/shops/ houses etc. at major locations has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the Company, inventory of work-in-progress can not be physically verified.

b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventories 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 has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. a) The Company has granted unsecured interest free loan to a wholly owned subsidiary company. The maximum amount involved during the year and year end balance of loan was Rs. 500 lacs.

b) The loan is interest free being given to a wholly owned subsidiary.

c) In respect of loan given to the wholly owned subsidiary, there is no stipulation regarding repayment.

d) 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 Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

5. a) According to information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register in pursuance of section 301 of the Companies Act, 1956 have been so entered. b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of Rs. five lakhs in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies Acceptance of Deposits Rules, 1975. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

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

8. The Central Government of India has not prescribed the maintenance of cost records U/s 209 (1) (d) of the Companies Act, 1956 for any of the products of the Company.

9. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues relating to 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 statutory dues, wherever applicable. However, in the case of service tax payable on construction services levied w.e.f. 1st July, 2010 vide amendment in Finance Act, 2010, the same was deposited in the month of March 2011 as the matter was pending in High Court about constitutional validity of the amendment. No undisputed amounts payable in respect of these dues were outstanding at the year end for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, the disputed amounts payable in respect of income-tax, sales tax, wealth tax, custom tax and excise duty / cess not deposited with the appropriate authorities are as follows: Nature of dues Amount Period to which the Forum where (Rs.In lacs) relates dispute is pending

Wealth Tax 0.49 Assessment Year CWT (Appeals)-I, 2004-05 New Delhi

Sales Tax 20.37 Assessment Year Tribunal, 31.50 - 2003-04 Commercial Tax, 63.64 - 2004-05 Ghaziabad. - 2005-06

Sales Tax 43.87 Assessment Year Deputy 39.70 -2006-07 Commissioner of -2010-11 Trade Tax, Ghaziabad.

Sales Tax 638.70 Assessment Year Joint 2007-08 Commissioner of Trade Tax, Ghaziabad.

Provident Fund 66.78 June 1994 to Employees March 2006 Provident Fund Appellate Tribunal

Employee State 2.97 June 1998 to District Courts, Insurance April 1999 Tees Hazari, Delhi

Service Tax 271.31 October 2003 to * March 2010

* As informed to us, the Company is in the process of fling an appeal against the service tax demand which has been received on 28th April, 2011.

10. The Company does not have any accumulated losses and has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions and banks during the year.

12. According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures, and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. The Company has given guarantees for loans taken by its wholly owned subsidiaries and other companies from banks or financial institutions. In our opinion and based on the information and explanations given to us, the terms and conditions of the guarantees are not, prima facie, prejudicial to the interest of the Company.

16. According to the information and explanations given to us and the records examined by us, terms loans obtained for financing real estate projects, in our opinion, on an overall basis, were used for the real estate projects.

17. On the basis of an overall examination of the Balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used for long term invest- ments.

18. The Company has made preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. In our opinion and according to the information and explanations given to us, the price at which shares have been issued to these parties is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures during the year.

20. The company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, during the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Khanna & Annadhanam

Chartered Accountants (Firm Registration No. 001297N)

(Jitender Dhingra)

Partner Membership No. 90217

Place : New Delhi Date : 30th May, 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s Ansal Housing & Construction Ltd. as at 31st March 2010 and also the Proft and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the CompanyÃs management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

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

3. As required by the Companies (AuditorÃs Report) Order, 2003 as amended by (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specifed in paragraphs 4 and 5 of the said order.

4. Without qualifying our opinion, we have to state that:

a) The Company has advanced Rs. 820.97 lacs to certain parties/collaborators which have been accounted for as Ãadvances for landÃ. In the absence of underlying contracts/agreements in this regard, we have relied on the managementÃs representation that the advances are good and recoverable (Note No. 4 of Schedule 15).

b) Commission payable to non-executive directors amounting to Rs. 10 lacs is subject to approval by the Central Government (Note No. 12(b) of Schedule 15).

5. Further to our comments in the Annexure referred to in paragraph 3 and 4 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 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 the books.

c) The Balance Sheet, Proft and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Proft and Loss Account and Cash Flow Statement dealt with by this report comply with accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with accounting policies and other notes, give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of afairs of the Company as at 31st March, 2010 and ;

ii) in the case of the Proft and Loss Account, of the proft for the year ended on that date.

iii) in the case of the cash fow statement, of the cash fows for the year ended on that date.

Annexure to the Auditors Report (Referred to in Paragraph 3 Thereof)

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 and accounts and other records examined by us in the normal course of audit, we report that:

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fxed assets.

b) As explained to us, the fxed assets are physically verifed by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verifcation.

c) The Company has not disposed of a substantial part of the fxed assets during the year and hence the going concern assumption is not afected.

2. a) As per information and explanations given to us, the inventory of building materials, stores and spares, restaurantÃs provisions, beverages etc. and fats/shops/ houses etc. at major locations has been physically verifed during the year by the management. In our opinion, the frequency of verifcation is reasonable. According to the information and explanations given to us, keeping in view the nature of the operations of the Company, inventory of work-in-progress can not be physically verifed.

b) In our opinion and according to the explanations given to us, the procedures of physical verifcation of inventories 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 has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verifcation of inventory as compared to the book records.

3. a) The Company has granted unsecured interest free loan to a wholly owned subsidiary company. The maximum amount involved during the year and year end balance of loan was Rs. 500 lacs.

b) The loan is interest free being given to a wholly owned subsidiary.

c) In respect of loan given to the wholly owned subsidiary, there is no stipulation regarding repayment.

d) 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 Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fxed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

5. a) According to information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Companies Act, 1956 and exceeding the value of Rs. fve lakhs in respect of each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies Acceptance of Deposits Rules, 1975. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

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

8. The Central Government of India has not prescribed the maintenance of cost records U/s 209 (1) (d) of the Companies Act, 1956 for any of the products of the Company.

9. a) According to the information and explanations given to us, and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities 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 statutory dues, wherever applicable.

b) According to the information and explanations given to us and the records of the Company examined by us, the disputed amounts payable in respect of income-tax, sales tax, wealth tax, custom tax and excise duty/cess not deposited with the appropriate authorities are as follows:

Nature of dues Amount Period to which the amount Forum where dispute is pending (Rs. In lacs) relates Assessment year

Wealth Tax 0.49 2004-05 CWT (Appeals)-I, New Delhi.

Sales Tax 12.38 2003-04 and Tribunal, Commercial Tax, Ghaziabad. 31.50 2004-05

Provident Fund 66.78* June 1994 to March 2006 Employees Provident Fund Appellate Tribunal

Employee State Insurance 2.97 June 1998 to April 1999 District Courts, Tees Hazari, Delhi

* In respect of provident fund dues, the company has paid Rs. 16.69 lacs against the above demand.

10. The Company does not have any accumulated losses and has not incurred cash losses during the fnancial year covered by our audit and the immediately preceding fnancial year.

11. According to the records of the Company examined by us and the information and explanations given to us, in a few cases during the year there have been delays in repayment of dues to banks amounting to Rs. 600 lacs ranging from 15 days to 112 days and to fnancial institutions amounting to Rs. 600 lacs ranging from 47days to 60 days. The defaults pertain to repayments due upto 15.8.2009 which have been regularized by the Company by October, 2009.

12. According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures, and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual beneft fund / societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and based on the information and explanations given to us, the company has not given any guarantee for loans taken by others except for its wholly owned subsidiary from banks or fnancial institutions during the year.

16. According to the information and explanations given to us and the records examined by us, terms loans obtained for fnancing real estate projects, in our opinion, on an overall basis, were used for the real estate projects.

17. On the basis of an overall examination of the Balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been used for long term investments.

18. The Company has made preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. In our opinion and according to the information and explanations given to us, the price at which shares have been issued to these parties is not prejudicial to the interest of the Company.

19. The Company has not issued any debentures during the year.

20. The company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, during the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Khanna & Annadhanam

Chartered Accountants

(Firm Registration No. 1297N)

Place : New Delhi

Date : 31st May, 2010

(Jitender Dhingra)

Partner

Membership No. 90217

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