Auditor Report of Hemisphere Properties India Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of Hemisphere Properties India Limited
(“herein after called as The Company”), which comprise the Balance Sheet as at March 31 2025, the
Statement of Profit and Loss, the statement of cash flows and the statement of changes in equity for the
year then ended and notes to the financial statement including the summary of significant accounting
policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in
the manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015,
as amended, (“IND AS”) and other accounting principles generally accepted in India, of the state of
affairs of the Company as at 31 March,2025, and its profit/(Loss), total comprehensive income, its cash
flows and changes in equity for the year ended on that date.

Basis for Opinion

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

Emphasis of Matter

1. Note No. 30 of the financial statements, regarding the accounting of Equity Components of
Compound Financial Instrument in accordance with IND AS 109. The Company has received an
amount of Rs. 130 crores during the financial year 2021-22, by way of issue of 0.01% Non¬
Cumulative Redeemable Preference Shares of Rs. 10 each, (Converted to 0.01% Cumulative
Redeemable Preference Shares in FY 2023-24, as approved by Shareholders on 31^st March 2024)
redeemable after 20 years. The said financial instruments have been accounted for in the
accompanying financial statements on the assumption of the Redemption at Par Value, which is
uncertain and indefinite in nature. As per Ind AS 109, the company provisioned for a preference
dividend of Rs. 130,000 and transferred the equity component of Rs. 110,56,56,520 to Debt
adjustment reserve for which the treatment has been properly recognized in the books of
accounts.

2. Note No. 21 read with Note No. 34(a) regarding Provision for Stamp Duty Payable towards
registration/mutation of the complete land parcels in all states, amounting to Rs. 65,100 lacs,
which has been computed based on the circle rates prevailing in Financial Year 2016-17. The
actual liability in this regard may vary, being dependent upon the Circles rates/stamp duty rates

prevailing at the time of transfer of titles of land in future. The Company has paid an amount of
Rs. 774.30 lacs (out of the above provision of Rs. 65,100 lacs) during the financial year 2022-23
for the Chennai Land and the Conveyance Deed has been executed for the said land. Further,
during the previous financial year 2023-24, an amount of Rs. 316.02 lacs, being the Development
Fees/Mutation Charges on Mutation of Kolkata land parcel has been appropriated out of Rs.
65100 lacs, and paid in May 2024.

However, the management has not re-assessed/reviewed the remaining outstanding liability of
Rs. 64009.68 lacs as of March 31, 2025, in view of the Mutations/Execution of Conveyance
Deed of certain land parcels post FY 2020-21 till March 31, 2025.

3. Note No. 34(c) of the financial statements, regarding Non-Recognition/Accounting of Property
Tax/Urban Land Tax Liability by the Company in relation to the Land Parcel of 53.04 acres in
Chennai. The management is of the view that the Liability for the said cost is not presently
determinable, and shall be accounted for only when the demand is ascertained from the said local
revenue authority.

4. During the Financial Year, the Company has not complied, with the provisions contained in
Section 149 of the Companies Act read with Rule — 4 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 17(1)(b) & 2(A), Regulation 18(1)(b)(d) &
2(b), Regulation 19(1)(c),(2) & 2(A), Regulation 20(2A), Regulation 25(3)of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 in respect of the Appointment of
the Independent Directors. The NSE and BSE have imposed penalties in respect of the said
Non-Compliances.

Our opinion is not modified in respect of the above matter(s).

Key Audit Matters

a. Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the 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 prescribed below to be the key audit matters to
be communicated in our report.

Sr. No.	Key Audit Matter	Auditor’s Response
A.	Assessment of fair value of the land parcel (as described in Note No. 33 of the financial statements) The management has initiated the process of calculation of fair value of land parcels located in Chennai, Pune, Kolkata, Chattarpur and Greater Kailash. The Market Valuation of all the land parcels as on date of consideration and declaration of the financial results by the Board of Directors, has been assessed and valued at ^10,588,86/- lakhs. However, the report being received from a single Valuation Agency is not a complete reliable measure of the fair value of the Investment Property. As per IND AS 40, Investment Property, when the fair value of the property (not under	Our audit procedures related to the key audit matters included the following: We evaluated the details of the land parcels as available in the Schedule I of the order of MCA dated 05.08.2019 pursuant to which the Scheme of Arrangement and Reconstruction was approved. In addition, we have considered the Valuation Reports of various Land parcels dated 31.03.2024. We assessed the disclosures made in the financial statements.

	construction) is not reliably measurable, entity shall disclose:		the
	Description of the Investment property Explanation of why fair value cannot be measured reliably If possible, the range of estimates within which fair value is likely to fall.	Refer Note No.33 of the financial Statements.
	Further as per Ind AS 40 There is a rebuttable presumption that an entity can reliably measure the fair value of an investment property on a continuing basis. However, in exceptional cases, there is clear evidence when an entity first acquires an investment property (or when an existing property first becomes investment property after a change in use) that the fair value of the investment property is not reliably measurable on a continuing basis. This arises when, and only when, the market for comparable properties is inactive (eg-there are few recent transactions, price quotations are not current or observed transaction prices indicate that the seller was forced to sell) and alternative reliable measurements of fair value (for example, based on discounted cash flow projections) are not available.
B.	Litigation, claims and disputes pertaining to the surplus land (as described in Note No. 35(b) of the financial statements) There are total 27 cases of litigation, claims and disputes pertaining to the surplus land and Company, known as on 31.03.2025 which are pending under various forums. These litigations claim and disputes, where earlier TCL was a party, subsequent to approval of Scheme and transfer of land, have now been transferred and belong to the Company. The Company is in the process of contesting all such litigations, claims and disputes. The financial implications associated with all such litigations, if any, is undeterminable as of March 31, 2025.			Our audit procedures related to the key audit matters included the following: We obtained the list of total cases of litigation, claims and disputes, and analyzed the progress in all the said cases, including evaluation of any financial impact, due to any order of the court during the financial year 2024-25. " We assessed and have made the relevant disclosures in the financial statements. Further, it has been observed that Claim of the Company in respect of Execution of Sale Deed of Chattarpur Land Parcel (in lieu of Shortage of 0.4 acres of Chennai Land Parcel)has not yet been executed by TCL, in favour of the Company as of March 31, 2025.

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

5. The Company’s Board of Directors is responsible for the preparation of the other information. The
other information comprises the information included in the Management Discussion and Analysis,

Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate
Governance and Shareholder’s Information, but does not include the financial statements and our
auditor’s report thereon.

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

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

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

Management’s Responsibility for the Financial Statements

7. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 with respect to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance, total comprehensive income, Cash flows of
the Company, changes in equity of the Company in accordance with the IND AS and other
accounting principles generally accepted in India. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the Ind-AS financial statements that give a true and
fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, Management of the Company 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.

9. The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgement and

maintain professional skepticism throughout the audit. We also:

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

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

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by Management.

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

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

11. 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.

12. We also provide those charged with governance with a statement that we have compiled 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.

Report on other Legal and Regulatory Requirements.

13. As required by section 143(3) of the Companies Act,2013 based on our audit we report that:

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

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

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

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under
Section 133 of the Companies Act read with Companies (Indian Accounting Standards)
Rules2015 as amended.

e) The company being a Government Company, the provisions of Section 164(2) of the Act in
respect of disqualification of directors are not applicable to the company in terms of
notification no. G.S.R.463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs,
Government of India;

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

g) 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, we are informed that the
company being a Government Company, the provisions of section 197 read with schedule V
of the Act, relating to managerial remuneration are not applicable to the company in terms of
Notification No. G.S.R. 463(E) dated 5th June 2015.

h) With respect to the other matters included in the Auditor’s Report in accordance with
Rule11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and
to the best of our information and according to the explanations given to us:

(i) The company has disclosed the impact of pending litigations on its financial
position in its financial statements. Refer Note No. 34(b) to the financial
statements.

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

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

(iv) The Company has not declared any dividend in the previous financial year, so
the applicable sections do not apply on the Company.

(v) a) The Management has represented that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate) have
been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in any
other person or entity, including foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

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

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

(vi) Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of accounts for the Financial Year
ended 31.03.2025 which has a feature of recording audit trail (edit log) facility
and the same has been operated throughout the year for all relevant transactions
recorded in software. Further, during the course of our audit we will 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.

14. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the
Central Government of India in terms of Section 143(11) of the Act, we give in “Annexure B” a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

15. On the basis of such checks of the books and records of the company, as we considered
appropriate and according to the information and explanations given to us, we are enclosing our
report in terms of section 143(5) of the Act, on the directions issued by the Comptroller and
Auditor General of India, in “Annexure C” attached.

For Aggarwal & Rampal
Chartered Accountants
FR No. 003072N
Sd/

Aditya Aggarwal
Partner

M. No: 515644

UDIN. 25515644BMLKPQ8125

Place: New Delhi
Date: May 28, 2025

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Mar 31, 2024

We have audited the accompanying financial statements of Hemisphere Properties India Limited (“herein after called as The Company”), which comprise the Balance Sheet as at March 31 2024, the Statement of Profit and Loss, the statement of cash flows and the statement of changes in equity for the year then ended and notes to the financial statement including the summary of significant accounting policies and other explanatory information.

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

Basis for Opinion

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

Emphasis of Matter

1. Note No. 30 of the financial statements, regarding the accounting of Equity Components of Compound Financial Instrument in accordance with IND AS 109. The Company has received an amount of Rs. 130 crores during the financial year 2021-22, by way of issue of 0.01% Non-Cumulative Non-Convertible Preference Shares of Rs. 10 each, (Converted to0.01% Cumulative Non-Convertible Preference Shares in FY 2023-24, as approved by Shareholders on 31^st March 2024) redeemable after 20 years. However, the terms of issue of the said Preference Shares regarding the redemption value at the end of 20 years, whether at par or at any value other than par is not clearly established on record. The Company may take necessary clarifications from the competent authorities on the Redemption value of such preference shares.The said financial instruments have been accounted for in the accompanying financial statements on the assumption of the Redemption at Par Value, which is uncertain and indefinite in nature.

2. Note No. 31, regarding Land Security Services and Construction Work in Progress Services (in respect of Pune Land Parcel), received from CPWD during the financial year 2023-24 and earlier years. The Company has incurred an amount of Rs. 271.09 lacs (Previous year - Rs. 115.91 lacs), on such payments, on provisional basis, on the basis of Utilization certificates issued by the CPWD''s.

The CPWD has informed the Company that, there is no mechanism under CPWD (a GOI undertaking) to raise invoice and they only issue Utilization certificates for application of released funds. Further, the underlying supporting documents, of the contractors/vendors in respect of payments were not made available.

The liability of Goods and Service Tax (GST) and Tax Deducted at Source (TDS) are being considered by CPWD while initiating and making payments to their contractors/vendors.

However, in our understanding, the manner of recording the expenses on the basis of Utilization Certificates, in the absence of Tax Invoices is not specified under Goods and Service Tax Act, 2017, and Income Tax Act, 1961. Furthermore, the compliances with regard to the incidence of GST on such payments, may also be impacted.

3. Note No. 33 regarding treatment of complete land parcels in all states as Investment Property. The purported land use for the land parcels, has not yet been decided by the Management during the year ended on March 31, 2024. As per IND AS 40, any land held for a currently undetermined future use as on the date of reporting, the said land is regarded as held for capital appreciation. In addition, the title deed of few land parcels are yet to be transferred/mutated in the name of the Company as on March 31, 2024, as a result of which the land use has not yet been ascertained.

4. Note No. 21 read with Note No. 34(a) regarding Provision for Stamp Duty Payable towards registration/mutation of the complete land parcels in all states, amounting to Rs. 65,100 lacs, which has been computed based on the circle rates prevailing in Financial Year 201617. The actual liability in this regard may vary, being dependent upon the Circles rates/stamp duty rates prevailing at the time of transfer of titles of land in future.

The Company has paid an amount of Rs. 774.30 lacs (out of the above provision of Rs. 65,100 lacs) during the previous financial year 2022-23 for the Chennai Land and the Conveyance Deed has been executed for the said land. Further, during the current financial year 2023-24, an amount of Rs. 316.02 lacs, being the Development Fees/Mutation Chargeson Mutation of Kolkata land parcel has been appropriated out of Rs. 65100 lacs, and paid in May 2024.

However, the management has not re-assessed/reviewed the remaining outstanding liability of Rs. 64009.68 lacs as of March 31, 2024, as laid down in Para 2.4 of Significant Accounting Policy, in view of the Mutations/Execution of Conveyance Deed of certain land parcels post FY 2020-21 till March 31, 2024.

5. Note No. 34(c) of the financial statements, regarding Non-Recognition/Accounting of Property Tax/Urban Land Tax Liability by the Company in relation to the Land Parcel of 53.04 acres in Chennai. The management is of the view that the Liability for the said cost is not presently determinable, and shall be accounted for only when the demand is ascertained from the said local revenue authority.

6. During the Financial Year, the Company has not complied, with the provisions contained in Section 149 of the Companies Act read with Rule - 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1)(b) & 2(A) , Regulation 18(1)(b)(d) & 2(b), Regulation 19(1)(c),(2) & 2(A), Regulation 20(2A), Regulation 25(3)of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 in respect of the Appointment of the Independent Directors. The NSE and BSE have imposed penalties in respect of the said Non-Compliances.

Our opinion is not modified in respect of the above matter(s).

Key Audit Matters

a. Key audit matters are those matters that, in our professional judgement, were of most significance inour audit of the financial statements of the current period. These matters were addressed in the context of our audit of the 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 prescribed below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter	Auditor''s Response
A.	Assessment of fair value of the land parcel (as described in Note No. 33 of the financial statements) The management has initiated the process of calculation of fair value of land parcels located in Chennai, Pune, Kolkata, Chattarpur and Greater Kailash. The Market Valuation of all the land parcels as on date of consideration and declaration of the financial results by the Board of Directors, has been assessed and valued at ^ 10,87,927/-lakhs. However, the report being received from a single Valuation Agency is not a complete reliable measure of the fair value of the Investment Property. As per IND AS 40, Investment Property, when the fair value of the property (not under construction) is not reliably measurable, the entity shall disclose:			Our audit procedures related to the key audit matters included the following: We evaluated the details of the land parcels as available in the Schedule I of the order of MCA dated 05.08.2019 pursuant to which the Scheme of Arrangement and Reconstruction was approved. In addition, we have considered the Valuation Reports of various Land parcels dated 31.03.2024. The Valuation for the land parcels has been arrived by the Valuation Agency on the basis of certain assumptions of the purported use of the land, which has not yet been finalized by the management of the Company. We assessed the disclosures made in the financial statements.
	Description of the Investment property	Refer Note No.33 of the financial Statements.
	Explanation of why fair value cannot be measured reliably
	If possible, the range of estimates within which fair value is likely to fall.

B.	Litigation, claims and disputes pertaining	Our audit procedures related to the key audit
	to the surplus land (as described in Note No. 34(b) of the financial statements)	matters included the following:
	There are total 28 cases of litigation, claims and disputes pertaining to the	We obtained the list of total cases of litigation,
	surplus land and Company, known as on	claims and disputes, and analysed the progress
	31.03.2024 which are pending under	in all the said cases, including evaluation of any
	various forums. These litigations claim	financial impact, due to any order of the court
	and disputes, where earlier TCL was a party, subsequent to approval of Scheme	during the financial year 2023-24.
	and transfer of land, have now been	We assessed and have made the relevant
	transferred and belong to the Company. The Company is in the process of	disclosures in the financial statements.
	contesting all such litigations, claims and	Further, it has been observed that Claim of the
	disputes.	Company in respect of Execution of Sale Deed of Chattarpur Land Parcel (in lieu of Shortage of 0.4
	The financial implications associated with	acres of Chennai Land Parcel)has not yet been
	all such litigations, if any, is	executed by TCL, in favour of the Company as of
	undeterminable as of March 31, 2024.	March 31, 2024.

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

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

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

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

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

Management''s Responsibility for the Financial Statements

9. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, Cash flows of the Company, changes in equity of the Company in accordance with the IND AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind-AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

10. In preparing the financial statements, Management of the Company 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.

11. The Board of Directors are responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of Financial Statements

12. Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional

judgment and maintain professional skepticism throughout the audit. We also:

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

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

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

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

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

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

14. We also provide those charged with governance with a statement that we have compiled 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.

Report on other Legal and Regulatory Requirements.

15. As required by section 143(3) of the Companies Act,2013 based on our audit we report that:

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

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

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

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

e) The company being a Government Company, the provisions of Section 164(2) of the Act in respect of disqualification of directors are not applicable to the company in terms of notification no. G.S.R.463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs, Government of India;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) 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, we are informed that the company being a Government Company, the provisions of section 197 read with schedule V of the Act, relating to managerial remuneration are not applicable to the company in terms of Notification No. G.S.R. 463(E) dated 5th June 2015.

h) With respect to the other matters included in the Auditor''s Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our

opinion and to the best of our information and according to the explanations given to us:

(i) The company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note No. 31(c) to the financial statements.

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

(iii) The Company has not declared any dividend in the previous financial year, so the applicable sections do not apply on the Company.

(iv) Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of accounts for the Financial Year ended 31.03.2024 which has a feature of recording audit trail(edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in software. Further, during the course of our audit we will not come across any instance of audit trail feature being tampered with.

16. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in "Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. On the basis of such checks of the books and records of the company, as we considered appropriate and according to the information and explanations given to us, we are enclosing our report in terms of section 143(5) of the Act, on the directions issued by the Comptroller and Auditor General of India, in “Annexure C” attached.

For Dhruv Aggarwal & Co. LLP

Chartered Accountants

Firm Registration Number -N500365/ 005469N

Sd/-

Aman Arora

Partner

Membership No. 550485

Place: - New Delhi

Date:- 28^th May, 2024

UDIN: 24550485BKIPJN4067

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Mar 31, 2023

Hemisphere Properties India Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Hemisphere Properties India Limited(“herein after called as The Company”), which comprise the Balance Sheet as at March 31 2023, the Statement of Profit and Loss, the statement of cash flows and the statement of changes in equity for the year then ended and notes to the financial statement including the summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, (“IND AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March,2023, and its profit/(Loss), total comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for Opinion

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

Emphasis of Matter

1. Note No. 13, regarding Other Receivables of Rs. 49.65 lakhs from Tata Communication Limited (TCL) for their proportionate share of Property tax arrears paid for the period 2016 till the date of Demerger. The Company has paid Property Tax Arrears (under MCD Samriddhi Scheme) for Chattarpur Land Parcel, New Delhi, on the mutation of property under MCD records for Rs. 141.61 Lakhs for the period 2016 to 2023, out of which, the Company has recognized receivable of Rs. 49.65 Lakhs from TCL, being their proportionate share, as per the demerger order from 2016 till date of Demerger, being 05^th August 2019. However, till the date of conclusion of the Statutory Audit, TCL has not acknowledged the dues towards the arrears.

Accordingly, the recoveries of such receivable is not ascertainable, and no expense or provision has been created in respect of such uncertainty.

2. Note No. 20 read with Note No. 31(b) regarding Provision for Stamp Duty Payable towards registration/mutation of the complete land parcels in all states, amounting to Rs. 65,100lacs, which has been computed based on the circle rates prevailing in Financial Year 2016-17. The actual liability

in this regard may vary, being dependent upon the Circles rates/stamp duty rates prevailing at the time of transfer of titles of land in future. The Company has paid an amount of Rs. 774.30 lacs (out of the above provision of Rs. 65,100 lacs) during the financial year 2022-23 for the Chennai Land and the Conveyance Deed has been executed for the same.

3. Note No. 29, regarding Land Security and Maintenance Services received from CPWD during the financial year 2022-23. The Company has booked an expense of Rs. 115.91 lacs, on such payments, on provisional basis, on the basis of Utilization certificates issued by the CPWD’s.

The CPWD has informed the Company that, there is no mechanism under CPWD (a GOI undertaking) to raise invoice and they only issue Utilization certificates for application of released funds. The liability of Goods and Service Tax (GST) are being considered by CPWD while initiating and making payments to their agencies/vendors.

However, in our understanding, the manner of recording the expenses on the basis of Utilization Certificates, in the absence of Tax Invoices is not specified under Goods and Service Tax Act, 2017, and Income Tax Act, 1961. Furthermore, the compliances with regard to the incidence of GST on such payments, may also be impacted.

4. Note No. 31(d) of the financial statements, regarding Non-Recognition/Accounting of Property Tax/Urban Land Tax Liability by the Company in relation to the Land Parcel of 53.04 acres in Chennai. The management is of the view that the Liability for the said cost is not presently determinable, and shall be accounted for only when the demand is ascertained from the said local revenue authority.

5. Note No. 32 regarding treatment of complete land parcels in all states as Investment Property. The purported land use for the land parcels, has not yet been decided by the Management during the year ended on March 31, 2023. As per IND AS 40, any land held for a currently undetermined future use as on the date of reporting, the said land is regarded as held for capital appreciation. In addition, the titles of the land parcels are yet to be transferred/mutated in the name of the Company as on March 31, 2023, except the land in Chennai for which the Conveyance Deed has been executed during the financial year 2022-23.

6. Note No. 33 of the financial statements, regarding the accounting of Equity Components of Compound Financial Statements in accordance with IND AS 109. The Company has received an amount of Rs. 130 crores during the current financial year 2021-22, by way if issue of 0.01% NonCumulative Non-Convertible Preference Shares of Rs. 10 each, redeemable after 20 years. However, the terms of issue of the said Preference Shares makes no mention regarding the redemption value at the end of 20 years, whether at par of at any value other than par. The said financial instruments have been accounted for in the accompanying financial statements on the assumption of the Redemption at Par Value, which is uncertain and indefinite in nature.

The above Emphasis of Matter was put across the Board of Directors in their meeting dated 29 ^th March 2023

The Board took note of the observations of the Statutory Auditors and by way of Board Note 10 dated 29^th March 2023 have stated that the Preference share Capital of Company shall be Redeemable at Par.

However, the approval of Ministry of Housing and Urban Affairs on terms of redemption of Preference Shares at par still is pending.

7. During the financial year 2022-23, the Company has raised invoices and received certain rentals from the land parcels occupied and commercially used by Tata Communications Limited (TCL), from the

date of Demerger till March 31, 2023, on mutually agreed terms. However, no Lease/Rental agreement has been executed between TCL and HPIL for such invoices/future Rent recoveries.

8. During the Financial Year, the Company has not complied, with the provisions contained in Section 149 of the Companies Act read with Rule — 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1)(b) & 2(A) , Regulation 18(1)(b)(d) & 2(b), Regulation 19(1)(c),(2) & 2(A), Regulation 20(2A), Regulation 25(3)of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 in respect of the Appointment of the Independent Directors

Our opinion is not modified in respect of the above matter(s).

Key Audit Matters

a. Key audit matters are those matters that, in our professional judgement, were of most significance inour audit of the financial statements of the current period. These matters were addressed in the context of our audit of the 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 prescribed below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter		Auditor’s Response
1	Assessment of fair value of the land parcel (as described in Note No. 32 of the financial statements) The management has initiated the process of calculation of fair value of land parcels located in Chennai, Pune, Kolkata, Chattarpur and Greater Kailash. The Market Valuation of all the land parcels as on date of consideration and declaration of the financial results by the Board of Directors, has been assessed and valued at ? 10,60,197/-lakhs. However, the report being received from a single Valuation Agency is not a complete reliable measure of the fair value of the Investment Property. As per IND AS 40, Investment Property, when the fair value of the property (not under construction) is not reliably measurable, the entity shall disclose:		Our audit procedures related to the key audit matters included the following: We evaluated the details of the land parcels as available in the Schedule I of the order of MCA dated 05.08.2019 pursuant to which the Scheme of Arrangement and Reconstruction was approved. In addition, we have considered the Valuation Reports dated 25.05.2022. However, the report being received from a single Valuation Agency is not a complete reliable measure of the fair value of the Investment Property, which needs to be further corroborated with a twin report(s). Secondly, the Valuation for the land parcels has been arrived by the Valuation Agency on the basis of certain assumptions of the purported use of the land, which has not yet been finalized by the management of the Company. We assessed the disclosures made in the financial statements.
	Description of the Investment property	Refer Note No.32 of the financial Statements.
	Explanation of why fair value cannot be measured reliably
	If possible, the range of estimates within which fair value is likely to fall.

	2	Litigation, claims and disputes pertaining to the surplus land (as described in Note No. 31(c) of the financial statements) There are total 32 cases of litigation, claims and disputes pertaining to the surplus land and Company, known as on 31.03.2023 which are pending under various forums. These litigations claim and disputes, where earlier TCL was a party, subsequent to approval of Scheme and transfer of land, have now been transferred and belong to the Company. The Company is in the process of contesting all such litigations, claims and disputes. The financial implications associated with all such litigations, if any, is undeterminable as of March 31, 2023.	Our audit procedures related to the key auditmatters included the following: We obtained the list of total cases of litigation, claims and disputes, and analysed the progress in all the said cases, including evaluation of any financial impact, due to any order of the court during the financial year 2022-23. We assessed and have made the relevant disclosures in the financial statements.

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

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

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

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

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

Management’s Responsibility for the Financial Statements

11. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, Cash flows of the Company, changes in equity of the Company in accordance with the IND AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,

relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

12. In preparing the financial statements, Management of the Company is responsible for assessing theCompany’s ability to continue as a going concern, disclosing, as applicable, matters related to goingconcern 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.

13. The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of Financial Statements

14. Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgement and

maintain professional skepticism throughout the audit. We also:

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

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

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

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

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

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

16. We also provide those charged with governance with a statement that we have compiled 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.

Report on other Legal and Regulatory Requirements.

17. As required by section 143(3) of the Companies Act,2013 based on our audit we report that:

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

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

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

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified underSection 133 of the Companies Act read with Companies (Indian Accounting Standards)Rules2015 as amended.

e) The company being a Government Company, the provisions of Section 164(2) of the Act inrespect of disqualification of directors are not applicable to the company in terms ofnotification no. G.S.R.463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs,Government of India;

f) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate Report in“Annexure A”. Our report expresses an unmodified opinion on the adequacy and operatingeffectiveness of the Company’s internal financial controls over financial reporting.

g) 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, we are informed that the company being a Government Company, the provisions of section 197 read with schedule V of the Act,relating to managerial remuneration are not applicable to the company in terms ofNotification No. G.S.R. 463(E) dated 5th June 2015.

h) With respect to the other matters included in the Auditor’s Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinionand 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 No. 31(c) to the financial statements.

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

(iii) The Company has not declared any dividend in the previous financial year, so the applicable sections do not apply on the Company.

18. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

19. On the basis of such checks of the books and records of the company, as we considered appropriate and according to the information and explanations given to us, we are enclosing our report in terms of section 143(5) of the Act, on the directions issued by the Comptroller and Auditor General of India, in“Annexure C” attached.

For Dhruv Aggarwal & Co. LLP Chartered Accountants

Firm Registration Number -N500365/ 005469N Sd/-

Tilak Raj Chawla Partner

Membership No. 095619

Place: - New Delhi

Date:- 29^th May 2023

UDIN:23095619BHAEAL4927

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Mar 31, 2022

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of Hemisphere Properties India Limited (“herein after called as The Company”), which comprise the Balance Sheet as at March 31 2022, the Statement of Profit and Loss, the statement of cash flows and the statement of changes in equity for the year then ended and notes to the financial statement including the summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, (“IND AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March,2022, and its profit/(Loss), total comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for Opinion

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

Emphasis of Matter

1. Note No. 30 of the financial statements, regarding the accounting of Equity Components of Compound Financial Statements in accordance with IND AS 109. The Company has received an amount of Rs. 130 crores during the current financial year 2021-22, by way if issue of 0.01% Non-Cumulative Non Convertible Preference Shares of Rs. 10 each, redeemable after 20 years. However, the terms of issue of the said Preference Shares makes no mention regarding the redemption value at the end of 20 years, whether at par of at any value other than par. The said financial instruments have been accounted for in the accompanying financial statements on the assumption of the Redemption at Par Value, which is uncertain and indefinite in nature.

2. Note No. 27(d) of the financial statements, regarding Non-Recognition/Accounting of Property Tax Liability by the Company in relation to the Land Parcel of 53.04 acres in Tamilnadu. The management is of the view that the liability for the said cost is not presently determinable, and shall be accounted for only when the demand is ascertained from the said local revenue authority.

3. Note No. 18 read with Note no. 27(b) regarding Provision for Stamp Duty Payable towards registration/mutation of the complete land parcels in all states, amounting to Rs. 651 crores, which has been computed based on the circle rates prevailing in Financial Year 2016-17. The actual liability in this regard may vary, being dependent upon the Circles rates/stamp duty rates prevailing at the time of actual transfer of titles of land in future.

4. Note No. 29 regarding treatment of complete land parcels in all states as Investment Property. The purported land use for the land parcels, has not yet been decided by the Management during the year ended on March 31, 2022. As per IND AS 40, any land held for a currently undetermined future use as on the date of reporting, the said land is regarded as held for capital appreciation. In addition, the titles of the land parcels are yet to be transferred/mutated in the name of the Company as on March 31, 2022.

5. During the financial year 2021-22, certain part of the land parcels held by the Company, (exact area is under joint survey and yet to be finalized), was being occupied by Tata Communications Limited (TCL) out of 524 acres at Pune, for some part of the year. The land was occupied and commercially used by TCL, during that part year, and no rentals are being received by the Company on such usage during the year. No accounting treatment is being done in respect of such matter.

6. During the Financial Year, the Company has not complied, with the provisions contained in Section 149 of the Companies Act read with Rule - 4 of the Companies (Appointment and

Qualification of Directors) Rules, 2014 and Regulation 17(1)(b) & 2(A) , Regulation 18(1)(b)(d) & 2(b), Regulation 19(1)(c),(2) & 2(A), Regulation 20(2A), Regulation 25(3)of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 in respect of the Appointment of the Independent Directors and consequently non-complied with Section 177 & 178 of the Companies Act and SEBI Requirements with respect to constitution of Nomination & Remuneration Committee and Audit Committee.

However, the Compliance in respect to Nomination & Remuneration Committee and Audit Committee has been done from 11^th February 2022.

Our opinion is not modified in respect of the above matter(s).

Key Audit Matters

7. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the 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 prescribed below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter	Auditor’s Response
1	Assessment of fair value of the land	Our audit procedures related to the key audit
	parcel (as described in Note No. 29 of the financial statements) due to	matters included the following:
	outbreak of COVID 19 pandemic:	We evaluated the details of the land parcels as available in the Schedule I of the order of
	The management has initiated the	MCA dated 05.08.2019 pursuant to which
	process of calculation of fair value of	the Scheme of Arrangement and
	land parcels located in Chennai, Pune,	Reconstruction was approved. We obtained
	Kolkata, Chattarpur and Greater	the due diligence report conducted in 2016-
	Kailash. The Market Valuation of all	17 on the land parcels in which the carrying
	the land parcels as on date of	value of the land parcels was defined. In
	consideration and declaration of the	addition, we have also considered the
	financial results by the Board of	Valuation Reports dated 25.05.2022.
	Directors, has been assessed and	However, the report being received from a
	valued at ? 10,60,197/- lakhs.	single Valuation Agency is not a complete
	However, the report being received	reliable measure of the fair value of the
	from a single Valuation Agency is not	Investment Property, which needs to be
	a complete reliable measure of the fair	further corroborated with twin report(s). We

	value of the Investment Property. assessed the disclosures made in the financial statements. As per IND AS 40, Investment Property, when the fair value of the property (not under construction) is not reliably measurable, the entity shall disclose:
	Description of the Investment property	Refer Note No 29 of the financial statements.
	Explanation of why fair value cannot be measured reliably
	If possible, the range of estimates within which fair value is likely to fall.
2 Litigation, claims and disputes Our audit procedures related to the key audit pertaining to the surplus land (as matters included the following: described in Note No. 27(c) of the financial statements) We obtained the list of total cases of There are total 32 cases of litigation, litigation, claims and disputes, and analysed claims and disputes pertaining to the the progress in all the said cases, including surplus land and Company, known as evaluation of any financial impact, due to on 31.03.2022 which are pending any order of the court during the financial under various forums. These year 2021-22. litigations claim and disputes, where earlier TCL was a party, subsequent to We assessed the disclosures made in the approval of Scheme and transfer of financial statements. land, have now been transferred and belong to the Company. Due to COVID-19 restrictions and limited access to the courts, the Company is analysing the financial implications associated with the litigations, if any.

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

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

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

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

Management’s Responsibility for the Financial Statements

10. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, Cash flows of the Company, changes in equity of the Company in accordance with the IND AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

11. In preparing the financial statements, Management of the Company 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.

12. The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of Financial Statements

13. Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional

judgement and maintain professional scepticism throughout the audit. We also:

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

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

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

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

report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

14. 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.

15. We also provide those charged with governance with a statement that we have compiled 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.

Report on other Legal and Regulatory Requirements.

16. As required by section 143(3) of the Companies Act,2013 based on our audit we report that:

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

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

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

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

e) The company being a Government Company, the provisions of Section 164(2) of the Act in respect of disqualification of directors are not applicable to the company in terms of notification no. G.S.R.463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs, Government of India;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) 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, we are informed that the company being a Government Company, the provisions of section 197 read with schedule V of the Act, relating to managerial remuneration are not applicable to the company in terms of Notification No. G.S.R. 463(E) dated 5th June 2015.

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

(i) The company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note No. 27(v) to the financial statements.

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

(iii) The Company has not declared any dividend in the previous financial year, so the applicable sections do not apply on the Company.

17. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

18. On the basis of such checks of the books and records of the company, as we considered appropriate and according to the information and explanations given to us, we are enclosing our report in terms of section 143(5) of the Act, on the directions issued by the Comptroller and Auditor General of India, in “Annexure C” attached.

For Dhruv Aggarwal & Co. LLP Chartered Accountants Firm Registration Number -N500365/ 005469N

Sd/-

Shipra Aggarwal Designated Partner Membership No. 513842

Place: New Delhi

Date: 26th May 2022

UDIN: 22513842AJZQSX1259

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Mar 31, 2021

To the Members of

Hemisphere Properties India Limited

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of Hemisphere Properties India Limited (“herein after called as The Company”), which comprise the Balance Sheet as at March 31 2021, the Statement of Profit and Loss, the statement of cash flows and the statement of changes in equity for the year then ended and notes to the financial statement including the summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, (“IND AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March,2021, and its profit/(Loss), total comprehensive income, its cash flows and changes in equity for the year ended on that date.

Basis for Opinion

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

Emphasis of Matter

1. Note No. 18 regarding provisions for stamp duty payable towards registration/mutation of the land parcel amounting to Rs. 651 crores computed based on the circle rates prevailing in Financial Year 2016-17. The actual liability in this regard may very being dependent upon the Circles rates/stamp duty rates prevailing at the time of transfer of titles of land.

2. Note No 29 regarding the rate of interest on the loan amounting to Rs. 1 crores financed by Government of India is not yet determined. The company has made a provision@ 5% p.a. as

per the decision of Board of directors in their meeting held on 04.01.2016. The amount of liability in respect of interest on loan of Rs. 1 crores may vary in case the Government of India decides to charge another rate of interest.

3. Note no 31 regarding treatment of land parcels as investment. The land use has not been decided by the Management during the year ended on March 31, 2021 and as per IND AS 40, any land held for a currently undetermined future use i.e. if any entity has not determined that it will use the land as owner occupied property or for short term sale in the ordinary course of business, the land is regarded as held for capital appreciation. The titles of the land parcels are yet to be transferred.

4. Some part of land (exact area is under joint survey and yet to be finalized) is being occupied by Tata Communications Limited (TCL) out of 524 acres at Pune. The land is occupied and commercially used by TCL and no rentals are received by the company on such usage during the year. The company is under process of finalizing the rentals to be charged from TCL.

5. Note No 32 regarding the provision for payment of property tax and security charges pending with TCL on account of discussion and confirmation. The company has made a provision for an expense of Rs. 3.30 crores (including Rs. 1.49 crores pertaining to FY 2019-20) for property tax and Rs. 4.47 crores (including Rs. 1.83 crores pertaining to FY 2019-20) for security charges from the period effective from the date of Demerger till balance sheet date which was initially incurred by TCL as agreed by the management of both companies in the meeting held on February 26, 2021.

Our opinion is not modified in respect of above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the 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 prescribed below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter	Auditor’s Response
1.	Assessment of fair value of the land parcel (as described in Note No. 31 of the financial statements) due to outbreak of COVID 19 pandemic: The company has conducted due diligence of land parcels in FY 2016-17 while under the administrative control of DoT (Department of Telecommunications). The carrying value of land parcels was calculated at Rs. 9,55,864 lakhs. Due to CoVID-19 restrictions and immense area of land parcels, the fair value	Our audit procedures related to the key audit matters included the following: We evaluated the details of the land parcels as available in the Schedule I of the order of MCA dated 05.08.2019 pursuant to which the Scheme of Arrangement and Reconstruction was approved. We obtained the due diligence report conducted in 2016-17 on the land parcels in which the carrying value of the land parcels was defined. We assessed the disclosures made in the financial statements.

	of land parcels could not be calculated during the period under review. The management has initiated the process of calculation of fair value of land parcels located in Chennai, Pune, Kolkata, Chattarpur and Greater Kailash. As per IND AS 40, Investment Property, when the fair value of the property (not under construction) is not reliably measurable, entity shall disclose:
	Description of the investment property	Refer Note No 31 of the financial statements.
	Explanation of why fair value cannot be measured reliably
	If possible, the range of estimates within which fair value is likely to lie
2.	Litigation, claims and disputes pertaining to the surplus land (as described in Note No. 27(v) of the financial statements) There are total 35 cases of litigation, claims and disputes pertaining to the surplus land known as on 31.03.2021 which are pending under various forums. These litigations claim and disputes, where earlier TCL was a party, subsequent to approval of Scheme and transfer of land, have now been transferred and belong to the Company. Due to COVID 19 restrictions and limited access to the courts, the Company is analysing the financial implications associated with the litigations, if any.		Our audit procedures related to the key audit matters included the following: We evaluated the list of the land parcels and the order of MCA dated 05.08.2019 pursuant to which the scheme of arrangement and reconstruction was approved. We assessed the disclosures made in the financial statements.

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

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

• Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, Cash flows of the Company, changes in equity of the Company in accordance with the IND AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, Management of the Company 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.

The Board of Directors are responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibility for the Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

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

• Identify and assess the risks of material misstatement of the financial statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

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

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the 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 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 compiled 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 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.

Report on other Legal and Regulatory Requirements.

1. As required by section 143(3) of the Companies Act,2013 based on our audit we report that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss, the statement of cash flows and the statement of changes in Equity dealt with by this Report are in agreement with the relevant books of account.

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

e) The company being a Government Company, the provisions of Section 164(2) of the Act in respect of disqualification of directors are not applicable to the company in terms of notification no. G.S.R.463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs, Government of India;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) 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, we are informed that the company being a Government Company, the provisions of section 197 read with schedule V of the Act, relating to managerial remuneration are not applicable to the company in terms of Notification No. G.S.R. 463(E) dated 5^th June 2015.

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

i. The company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note No. 27(v) to the financial statements.

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

iii. The Company has not declared any dividend in the previous financial year, so the applicable sections do not apply on the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

3. On the basis of such checks of the books and records of the company, as we considered appropriate and according to the information and explanations given to us, we are enclosing our report in terms of section 143(5) of the Act, on the directions issued by the Comptroller and Auditor General of India, in “Annexure C” attached.

For S C A N R & CO.

Chartered Accountants Firm Registration No. -015661N

ANKIT DHANUKA

Place: New Delhi (PARTNER)

Date : 14.06.2021 Membership No. 530859

UDIN: 2153085 9AAAACG8792