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Auditor Report of Oberoi Realty Ltd.

Mar 31, 2023

Report on the Audit of the Standalone Financial Statements Opinion

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

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

Basis for Opinion

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

Key Audit Matters

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

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

Key audit matters	How our audit addressed the key audit matter
Ind AS 115 - Revenue from Contract with Customers (as described in note 1.2.8 and 43 of the standalone financial statements)
Revenue from real-estate contracts is recognised over a period of time in accordance with the requirements of Ind AS 115 using the percentage of completion method. This determination is based on the proportion that contract costs actually incurred, bear to the estimated total contract costs, and requires significant judgements, including estimate of balance costs to complete, identification of contractual obligations, the Company''s rights to receive payments for performance completed till date, changes in scope and consequential revised contract price. Revenue recognition is significant to the standalone financial statements based on the quantitative materiality. The application of percentage of completion method involves significant judgements as explained above. Accordingly, we regard these as key audit matter.	Our audit procedures included, among others: â¢ We read the accounting policy for revenue recognition of the Company and assessed compliance with the requirements of Ind AS 115. â¢ We assessed the management evaluation of recognising revenue from real estate contracts over a period of time in accordance with the requirements under Ind AS 115. â¢ We tested controls over revenue recognition with specific focus on determination of percentage of completion, recording of costs incurred and estimation of costs to complete the remaining contract obligations. â¢ We inspected a sample of underlying customer contracts, performed retrospective assessment of costs incurred with estimated costs to identify significant variations and assess whether those variations have been considered in estimating the remaining costs-to-complete and consequential determination of stage of completion. â¢ We tested controls and management processes pertaining to recognition of revenue over a period of time in case of real estate projects. â¢ We performed test of details, on a sample basis, and inspected the underlying customer contracts/agreements evidencing the transfer of control of the asset to the customer based on which revenue is recognised over a period of time. â¢ We assessed the disclosures included in standalone financial statements, as specified in Ind AS 115.
Assessing the carrying value of Inventory (as described in note 1.2.14 and 11 of the standalone financial statements) and advances paid towards land procurement (as described in note 10 and 46 of the standalone financial statements)
As at March 31, 2023, the carrying value of the inventory of ongoing and completed real-estate projects is '' 6,57,518.71 lakh. The inventories are held at the lower of the cost and net realisable value ("NRV"). The determination of NRV involves estimates based on prevailing market conditions and taking into account the stage of completion of the inventory, the estimated future selling price, cost to complete projects and selling costs. Advances paid by the Company for acquisition of land or Transferable Development Rights (''TDR''), is recognized as advances to vendors under other assets. With respect to these advances, the net recoverable value is based on the management''s estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project and the estimation of sale prices and construction costs. We identified the assessment of the carrying value of inventory and land advances as a key audit matter due to the significance of the balance to the standalone financial statements as a whole and the involvement of estimates and judgement in the assessment.	Our audit procedures included, among others: â¢ We evaluated the design and operation of internal controls related to testing recoverable amounts with carrying amount of inventory and advances, including evaluating management processes for estimating future costs to complete projects. â¢ As regards NRV, for a sample of selected projects, compared costs incurred and estimates of future cost to complete the project with costs of similar projects and compared NRV to recent sales or to the estimated selling price applied in assessing the NRV. â¢ For advances for acquisition of land or TDR, as part of our audit procedures: â¢ We read the documentation relating to the advances paid and obtained from management the status of the advances. â¢ We obtained and assessed management''s assumptions relating to proposed projects, estimated time-frame, and forecast sales. â¢ We circularized requests for balance confirmations and examined responses.

Key audit matters	How our audit addressed the key audit matter
Investment in subsidiaries and joint ventures and loans to group entities (as described in note 7 and 16 to the standalone financial statements)
As at the balance sheet date, the carrying amount of investment in subsidiaries and joint ventures held at cost represent 3.76% of Company''s total assets, and as of that date the loan to the subsidiaries and joint ventures represent 20.07% of the Company''s total assets. Recoverability of investment (including loans) in subsidiaries and joint ventures: The Company''s investment in subsidiaries and joint venture are carried at cost. The investments are assessed for impairment at each reporting date. The impairment assessment involves use of estimates and judgements. The identification of impairment events and determination of impairment charge also require significant judgements by the Company. The judgement in particulars is with the respect of timing, quantity and estimation of projected cash flow of the real estate projects in these underlying entities. In view of the significance of these investments and above, we consider valuation/impairment of investment in subsidiaries and joint ventures to be key audit matter.	Our audit procedure included, among others: â¢ We evaluated design and implementation and tested operating effectiveness of control over the Company''s process of impairment assessment and approvals of forecast. â¢ We assessed the financial position of the subsidiaries and joint ventures to identify excess of their net assets over the carrying amount of investment by the Company and assessed the profit history of those subsidiaries and joint ventures where applicable. â¢ For the investment where carrying amount exceeded the net asset value, obtained understanding from the Company the basis and assumptions used for the projected profitability. â¢ We verified the input used in the projected profitability. â¢ We tested the assumptions and obtained understanding of the forecasted cash flows of subsidiaries and joint ventures based on our knowledge of the companies and the market in which they operate. â¢ We assessed the comparability of the forecast with historical information. â¢ We analysed the possible indicator of impairment and obtained understanding of the Company''s assessment of those indicators. â¢ We assessed the disclosures in respect of the investment in subsidiaries and joint ventures.
Tax litigations and exposures (as described in note 1.2.15 and 40.4 to the standalone financial statements)
The Company has various tax litigations/matters that are pending before tax authorities. The Company assesses such litigations/matters on a periodic basis and a provision or disclosure is made based on such assessment. For the tax litigations/matters referred to in note 40.4, including the conclusion of the matter relating to the application under section 245C of the Income Tax Act 1961 referred to in note 40.4(iii) thereof, significant management judgement is required in assessing the exposure due to the inherent uncertainties as to likely outcome, and due to the nature and timeframe involved, taxation exposures are identified as a key audit matter	Our audit procedures included, among others: â¢ We obtained an understanding of the Company''s process to identify claims, litigations and contingencies and the key controls implemented. For select controls, evaluated their design and tested their operating effectiveness. â¢ We obtained a list of tax litigations/matters from the Company and performed inquiries with the management, as to their likely outcome, financial impact and repetitiveness and obtained management representation thereon. â¢ We examined evidences to corroborate management''s assessment of the risk profile in respect of these matters including reading the Company''s submissions to relevant authorities and orders received in this regard. â¢ In relation to the material tax litigations/matters, we involved our tax specialists, as appropriate, to perform an independent assessment of the conclusions reached by management. â¢ We evaluated management''s assumptions, estimates and judgements used in the calculations of such provisions. â¢ We read the disclosures in the standalone financial statements to assess if they reflect the key facts and circumstances of the underlying tax exposures

Other Information

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report but does not include the standalone financial statements and our auditor''s report thereon.

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

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

Responsibilities of Management for the Standalone Financial Statements

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

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

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

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

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

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

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

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2023 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 the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except that, the back-up of books of account was not taken on a daily basis, or was not kept on servers physically located in India as stated in Note 47 to the standalone financial statements;

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

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

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

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 40 to the standalone financial statements;

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

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

iv. a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in

note 49 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("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, as disclosed in note 49 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend. As stated in note 18.2 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Vinayak Pujare

Partner

Membership Number: 101143

UDIN: 23101143BGYWMO6908

Place of Signature: Mumbai

Date: May 16, 2023

Mar 31, 2022

Report on the Audit of the Standalone Financial Statements Opinion

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

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

Basis for Opinion

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2022. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

Key audit matters	How our audit addressed the key audit matter
Ind AS 115 - Revenue from Contract with Customers (as described in note 1.2.8 and 42 of the standalone financial statements)
Revenue from real-estate contracts is recognised over a period of time in accordance with the requirements of Ind AS 115 using the percentage of completion method. This determination is based on the proportion that contract costs actually incurred, bear to the estimated total contract costs, and requires significant judgements, including estimate of balance costs to complete, identification of contractual obligations, the Company''s rights to receive payments for performance completed till date, changes in scope and consequential revised contract price. Revenue recognition is significant to the financial statements based on the quantitative materiality. The application of percentage of completion method involves significant judgement as explained above. Accordingly, we regard these as key audit matter.	Our audit procedures included, among others: â¢ We read the accounting policy for revenue recognition of the Company and assessed compliance with the requirements of Ind AS 115. â¢ We assessed the management evaluation of recognising revenue from real estate contracts over a period of time in accordance with the requirements under Ind AS 115. â¢ We tested controls over revenue recognition with specific focus on determination of percentage of completion, recording of costs incurred and estimation of costs to complete the remaining contract obligatiaons. â¢ We inspected a sample of underlying customer contracts, performed retrospective assessment of costs incurred with estimated costs to identify significant variations and assess whether those variations have been considered in estimating the remaining costs-to-complete and consequential determination of stage of completion. â¢ We tested controls and management processes pertaining to recognition of revenue over a period of time in case of real estate projects. â¢ We performed test of details, on a sample basis, and inspected the underlying customer contracts/agreements evidencing the transfer of control of the asset to the customer based on which revenue is recognised over a period of time. â¢ We assessed the disclosures included in financial statements, as specified in Ind AS 115.
Assessing the carrying value of Inventory (as described in note 1.2.14 and 10 of the standalone financial statements) and advances paid towards land procurement (as described in note 9 and 45 of the standalone financial statements)
As at March 31, 2022, the carrying value of the inventory of ongoing and completed real estate projects is '' 2,49,829.47 lakh. The inventories are held at the lower of the cost and net realisable value ("NRV"). The determination of NRV involves estimates based on prevailing market conditions and taking into account the stage of completion of the inventory, the estimated future selling price, cost to complete projects and selling costs. Advances paid by the Company for acquisition of land or Transferable Development Rights (''TDR''), is recognized as advances to vendors under other assets. With respect to these advances, the net recoverable value is based on the managements estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project and the estimation of sale prices and construction costs. We identified the assessment of the carrying value of inventory and land advances as a key audit matter due to the significance of the balance to the financial statements as a whole and the involvement of estimates and judgement in the assessment.	Our audit procedures included, among others: â¢ We evaluated the design and operation of internal controls related to testing recoverable amounts with carrying amount of inventory and advances, including evaluating management processes for estimating future costs to complete projects. â¢ As regards NRV, for a sample of selected projects, compared costs incurred and estimates of future cost to complete the project with costs of similar projects and compared NRV to recent sales or to the estimated selling price applied in assessing the NRV. â¢ For advances for acquisition of land or TDR, as part of our audit procedures: â¢ We read the documentation relating to the advances paid and obtained from management the status of the advances. â¢ We obtained and assessed management''s assumptions relating to proposed projects, estimated time-frame, and forecast sales. â¢ We circularized requests for balance confirmations and examined responses.

Key audit matters	How our audit addressed the key audit matter
Investment in subsidiaries and joint ventures and loans to group entities (as described in note 7 and 15 to the standalone financial statements)
As at the balance sheet date, the carrying amount of investment in subsidiaries and joint ventures held at cost represent 6.71 % of Company''s total assets, and as of that date the loan to the subsidiaries represents 31.18% of the Company''s total assets and loan to joint ventures represent 4.38% of the Company''s total assets. Recoverability of investment (including loans) in subsidiaries and joint ventures. The Company''s investment in subsidiaries and joint venture are carried at cost. The investments are assessed for impairment at each reporting date. The impairment assessment involves use of estimates and judgement. The identification of impairment events and determination of impairment charge also require significant judgement by the Company. The judgement in particulars is with the respect of timing, quantity and estimation of projected cash flow of the real estate projects in these underlying entities. In view of the significance of these investments and above, we consider valuation/impairment of investment in subsidiaries and joint ventures to be key audit matter.	Our audit procedure included, among others: â¢ We evaluated design and implementation and tested operating effectiveness of control over the Company''s process of impairment assessment and approvals of forecast. â¢ We assessed the financial position of the subsidiaries and joint ventures to identify excess of their net assets over the carrying amount of investment by the Company and assessed the profit history of those subsidiaries and joint ventures where applicable. â¢ For the investment where carrying amount exceeded the net asset value, obtained understanding from the Company the basis and assumptions used for the projected profitability. â¢ We verified the input used in the projected profitability. â¢ We tested the assumptions and obtained understanding of the forecasted cash flows of subsidiaries and joint ventures based on our knowledge of the companies and the market in which they operate. â¢ We assessed the comparability of the forecast with historical information. â¢ We analysed the possible indicator of impairment and obtained understanding of the Company''s assessment of those indicators. â¢ We assessed the disclosures in respect of the investment in subsidiaries and joint ventures.
Tax litigations and exposures (as described in note 1.2.15 and 39.4 to the standalone financial statements)
The Company has various tax litigations/matters that are pending before tax authorities. The Company assesses such litigations/ matters on a periodic basis and a provision or disclosure is made based on such assessment. For the tax litigations/matters referred to in note 39.4, including the matter relating to application under section 245C of the Income Tax Act 1961 referred to in note 39.4(iii) thereof, significant management judgement is required in assessing the exposure due to the inherent uncertainties as to likely outcome, and due to the nature and timeframe involved, taxation exposures are identified as a key audit matter	Our audit procedures included, among others: â¢ We obtained an understanding of the Company''s process to identify claims, litigations and contingencies and the key controls implemented. For select controls, evaluated their design and tested their operating effectiveness. â¢ We obtained a list of tax litigations/matters from the Company and performed inquiries with the management, as to their likely outcome, financial impact and repetitiveness and obtained management representation thereon. â¢ We examined evidences to corroborate management''s assessment of the risk profile in respect of these matters including reading the Company''s submissions to relevant authorities. â¢ In relation to the material tax litigations/matters, we involved our tax specialists, as appropriate, to perform an independent assessment of the conclusions reached by management. â¢ We evaluated management''s assumptions, estimates and judgements used in the calculations of such provisions. â¢ We read the disclosures in the financial statements to assess if they reflect the key facts and circumstances of the underlying tax exposures.

Other Information

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditor''s report thereon.

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

Responsibilities of Management for the Standalone Financial Statements

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, as noted in the ''Other Matter'' paragraph we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under

Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

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

(g) In our opinion, the managerial remuneration for the year ended March 31, 2022 has been paid/provided by the

Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer note 39 to the standalone financial statements;

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

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

iv. a) The management has represented that, to the best of its knowledge and belief and as disclosed in the

note 47 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief and as disclosed in the note 47 to the standalone financial statements , no funds have been received by the Company from

any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

v. As stated in note 17.2 to the standalone financial statements, the Board of Directors have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent that it applies to the declaration of dividend.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Vinayak Pujare

Partner

Membership Number: 101143

UDIN: 22101143AJSCNE1883

Place: Mumbai

Date: May 26, 2022

Mar 31, 2021

Opinion

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

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

Basis for Opinion

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements for the financial year ended March 31,2021. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

Key audit matters	How our audit addressed the key audit matter
Ind AS 115 - Revenue from Contract with Customers (as described in note 1.2.8 and 42 of the standalone
financial statements)
Revenue from real-estate contracts is recognised over a period	Our	audit procedures included, among others:
of time in accordance with the requirements of Ind AS 115 using	â¢	We read the accounting policy for revenue recognition of the
the percentage of completion method. This determination is		Company and assessed compliance with the requirements
based on the proportion that contract costs actually incurred, bear to the estimated total contract costs, and requires significant judgements, including estimate of balance costs to complete, identification of contractual obligations, the Company''s rights to receive payments for performance completed till date, changes	â¢	of Ind AS 115. We assessed the management evaluation of recognising revenue from real estate contracts over a period of time in accordance with the requirements under Ind AS 115.
in scope and consequential revised contract price.	â¢	We tested controls over revenue recognition with specific focus on determination of percentage of completion,
Revenue recognition is significant to the financial statements based on the quantitative materiality. The application of percentage of completion method involves significant judgements as explained		recording of costs incurred and estimation of costs to complete the remaining contract obligations.
above. Accordingly, we regard these as key audit matter.	â¢	We inspected a sample of underlying customer contracts, performed retrospective assessment of costs incurred with estimated costs to identify significant variations and assess whether those variations have been considered in estimating the remaining costs-to-complete and consequential determination of stage of completion.



	â¢	We tested controls and management processes pertaining to recognition of revenue over a period of time in case of real estate projects.
	â¢	We performed test of details, on a sample basis, and inspected the underlying customer contracts/agreements evidencing the transfer of control of the asset to the customer based on which revenue is recognised over a period of time.
	â¢	We assessed the disclosures included in financial statements, as specified in Ind AS 115.

Assessing the carrying value of Inventory (as described in note 1.2.14 and 10 of the standalone financial statements) and advances paid towards land procurement (as described in note 9 and 48 of the standalone financial statements)
As at March 31, 2021, the carrying value of the inventory of	Our	audit procedures included, among others:
ongoing and completed real-estate projects is '' 1,96,832.51	â¢	We evaluated the design and operation of internal controls
lakh. The inventories are held at the lower of the cost and net		related to testing recoverable amounts with carrying
realisable value ("NRV").		amount of inventory and advances, including evaluating
The determination of NRV involves estimates based on prevailing		management processes for estimating future costs to
market conditions and taking into account the stage of		complete projects.
completion of the inventory, the estimated future selling price,	â¢	As regards NRV, for a sample of selected projects, compared
cost to complete projects and selling costs.		costs incurred and estimates of future cost to complete the
Advances paid by the Company for acquisition of land or		project with costs of similar projects and compared NRV
Transferable Development Rights (''TDR''), is recognised as		to recent sales or to the estimated selling price, including
advances to vendors under other assets.		effects of COVID-19 pandemic, applied in assessing the
With respect to these advances, the net recoverable value is based		NRV.
on the management''s estimates and internal documentation,	â¢	For advances for acquisition of land or TDR, as part of our
which include, among other things, the likelihood when the		audit procedures;
land acquisition would be completed, the expected date of plan		â¢ We read the documentation relating to the advances
approvals for commencement of project and the estimation of		paid and obtained from management the status of the
sale prices and construction costs.		advances.
We identified the assessment of the carrying value of inventory		â¢ We obtained and assessed management''s assumptions
and land advances as a key audit matter due to the significance		relating to proposed projects, estimated time-frame,
of the balance to the financial statements as a whole and the		and forecast sales.
involvement of estimates and judgement in the assessment.		â¢ We circularized requests for balance confirmations and examined responses.

Key audit matters	How our audit addressed the key audit matter
Investment in subsidiaries and joint ventures and loans to group entities (as described in note 7 and 15 of
the standalone financial statements)
As at the balance sheet date, the carrying amount of investment	Ou	audit procedures included, among others:
in subsidiaries and joint ventures held at cost represent 8.18% of Company''s total assets, and as of that date the loan to the subsidiaries represents 37.47% of the Company''s total assets and loan to joint ventures represent 4.44% of the Company''s total assets.	â¢	We evaluated design and implementation and tested operating effectiveness of control over the Company''s process of impairment assessment and approvals of forecast. We assessed the financial position of the subsidiaries and
	â¢
Recoverability of investment (including loans) in		joint ventures to identify excess of their net assets over
subsidiaries and joint ventures.		the carrying amount of investment by the Company and
The Company''s investment in subsidiaries and joint venture are		assessed the profit history of those subsidiaries and joint
carried at cost. The investments are assessed for impairment at		ventures where applicable.
each reporting date. The impairment assessment involves use of	â¢	For the investment where carrying amount exceeded the net
estimates and judgements. The identification of impairment events		asset value, obtained understanding from the Company the
and determination of impairment charge also require significant		basis and assumptions used for the projected profitability.
judgement by the Company. The judgement in particulars is with the respect of timing, quantity and estimation of projected cash	â¢	We verified the input used in the projected profitability.
flow of the real estate projects in these underlying entities. In view of the significance of these investments and above, we consider valuation/impairment of investment in subsidiaries and joint ventures to be key audit matter.	â¢	We tested the assumptions and obtained understanding of the forecasted cash flows of subsidiaries and joint ventures
	â¢	based on our knowledge of the companies and the market in which they operate.
	â¢	We assessed the comparability of the forecast with historical information.
	â¢
	â¢	We analysed the possible indicator of impairment and obtained understanding of the Company''s assessment of those indicators.
	â¢	We assessed the disclosures in respect of the investment in subsidiaries and joint ventures.

Tax litigations and exposures (as described in note no 1.2.15 and 39.4 of the standalone financial statements)
The Company has various tax litigations/matters that are pending	Our	audit procedures included, among others:
before tax authorities. The Company assesses such litigations/	â¢	We obtained an understanding of the Company''s process
matters on a periodic basis and a provision or disclosure is made		to identify claims, litigations and contingencies and the key
based on such assessment.		controls implemented. For select controls, evaluated their
For the tax litigations/matters referred to in note 39.4, including		design and tested their operating effectiveness.
the matter relating to application under section 245C of	â¢	We obtained a list of tax litigations/matters from the
the Income Tax Act 1961 referred to in note 39.4(iii) thereof,		Company and performed inquiries with the the
significant management judgement is required in assessing the		management, as to their likely outcome, financial
exposure due to the inherent uncertainties as to likely outcome,		impact and repetitiveness and obtained management
and due to the nature and timeframe involved, taxation exposures are identified as a key audit matter.		representation thereon.
	â¢	We examined evidences to corroborate management''s assessment of the risk profile in respect of these matters including reading the Company''s submissions to relevant authorities.
	â¢	In relation to the material tax litigations/matters, we involved our tax specialists, as appropriate, to perform an independent assessment of the conclusions reached by management.
	â¢	We evaluated management''s assumptions, estimates and judgements used in the calculations of such provisions.
	â¢	We read the disclosures in the financial statements to assess if they reflect the key facts and circumstances of the underlying tax exposures.

Other Information

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

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

Responsibilities of Management for the Standalone Financial Statements

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - refer note 39 to the standalone financial statements;

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

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

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Sudhir Soni

Partner

Membership Number: 41870 UDIN:21041870AAAAAV6513

Place: Mumbai Date: May 14, 2021

Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT ON STANDALONE FINANCIAL STATEMENTS

To the Members of Oberoi Realty Limited Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Oberoi Realty Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Ind AS Financial Statements

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

Auditor''s Responsibility

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

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

Opinion

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

Other Matter

The Ind AS financial statements of the Company for the year ended March 31, 2017, included in these standalone Ind AS financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on those statements on May 4, 2017. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

(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 2" to this report;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer note 40 to the standalone Ind AS financial statements;

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

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

Re: Oberoi Realty Limited (''the Company'')

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

(b) The Company has a regular programme of physical verification of its fixed assets under which fixed assets are verified in a phased manner over the period of two years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipments / investment properties are held in the name of the company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

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

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

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

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

(v) The Company has not accepted any deposits from the public.

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

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, goods and services tax (GST) and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess, goods and services tax (GST) and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues outstanding of income-tax, service tax, value added tax and property tax on account of any dispute, are as follows:

Name of the Statute		Nature of dues	Amount (Rs. in lakhs)	Financial Year to which the amount relates	Forum where dispute is pending
Finance Act Provisions)	, 1994 (Service Tax	Service Tax Demand	171.82	2008-09	Hon''ble High Court
Finance Act Provisions)	, 1994 (Service Tax	Service Tax Demand	17.71	2009-10	Customs, Excise and Service Tax Appellate Tribunal, Mumbai
Finance Act Provisions)	, 1994 (Service Tax	Service Tax Demand	14.36*	2008-09 to 2011-12	Assistant Commissioner, Division VII, Service Tax VI, Mumbai
Finance Act Provisions)	, 1994 (Service Tax	Service Tax Demand	33.07	2010-11 to 2013-14	Additional Commissioner, Service Tax Audit III, Mumbai
Finance Act Provisions)	, 1994 (Service Tax	Service Tax Demand	98.38	2014-15	Joint Commissioner, Service Tax VI, Mumbai
Finance Act Provisions)	, 1994 (Service Tax	Service Tax Demand	49.48	2011-12 to Deputy Commissioner, Service Tax Audit 2014-15 Commissioner III, Mumbai
Finance Act Provisions)	, 1994 (Service Tax	Service Tax Demand	8.71	2015-16	Assistant Commissioner, Service Tax, Audit Commissioner III, Mumbai
The Maharashtra Value Added Tax Act		VAT, Interest and Penalty	198.06**	2008-09	Deputy Commissioner of Sales Tax Appeals- VI, Mumbai
Income Tax Act, 1961		Income Tax and Interest	8.53	2008-09	Hon''ble High Court
Income Tax Act, 1961		Income Tax and Penalty	1.67	2010-11	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961		Income Tax and Interest	29.45	2011-12	Income Tax Appellate Tribunal
Income Tax Act, 1961		Income Tax and Interest	20.85	2012-13 and 2013-14	Commissioner of Income Tax (Appeals) - TDS.

*Net amount of Rs 14.26 lakhs deposited under protest

** Net amount of Rs 30 lakhs deposited under protest

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

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised in the nature of term loans for the purposes for which they were raised.

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

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

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

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

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

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

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

Re: Oberoi Realty Limited (''the Company'')

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

We have audited the internal financial controls over financial reporting of Oberoi Realty Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number 324982E / E300003

per Sudhir Soni

Partner

Membership No: 41870

Place: Mumbai

Date: April 24, 2018

Mar 31, 2017

To the Members of Oberoi Realty Limited Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Oberoi Realty Limited (''the Company''), which comprise of the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (herein after referred to as "standalone Ind AS financial statements").

Management''s Responsibility for the Standalone Financial Statements

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

Auditor''s Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at March 31, 2017, and its financial performance (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of

India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

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

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

(c) the Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act read with relevant rules issued there under;

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

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 37.A.4 to the standalone Ind AS financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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

iv. the Company has provided requisite disclosures in its standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016

Based on audit procedures and relying on the management representation, we report that the disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the management - Refer Note 40 to the standalone Ind AS financial statements.

With reference to the Annexure referred to in paragraph 1 under the heading Report on Other Legal and Regulatory Requirements of Independent Auditors'' Report to the members of the Company on the standalone Ind AS financial statements for the year ended March 31, 2017, we report that:

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

(b) The fixed assets have been physically verified by the management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on verification were not material and have been properly dealt within the books of account.

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

ii. The inventories have been physically verified during the year by management. In our opinion, the frequency of verification is reasonable. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt within the books of account.

iii. The Company has granted unsecured interest free loans to seven parties and interest bearing loan to one party covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').

(a) In our opinion, terms and conditions of the grant of such loans are prima facie not prejudicial to the interest of the Company.

(b) In our opinion and according to the information and explanations given to us, the terms of arrangements do not stipulate any repayment schedule as loans are repayable on demand. In case of interest bearing loan, there is no stipulation as to the date of payment of interest.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

^v. The Company has not accepted any deposits from the public.

vi. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under subsection (1) of Section 148 of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the

books of account, the company has been generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, service tax, customs duty, value added tax, cess and other material statutory dues during the year with the appropriate authorities. As on March 31, 2017, there are no such undisputed dues payable for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no material dues of provident fund, employees state insurance, sales tax, customs duty, cess and any other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income Tax, Service Tax, Value Added Tax and Property tax have not been deposited by the Company on account of disputes:

Nature of Statute	Nature of the Dues	Amount (Rs, in Lakh)	Financial Year to which the amount relates	Forum where dispute is pending
Service Tax	Service Tax, Interest and Penalty	17.71	2009-10	Customs, Excise and Service Tax Appellate Tribunal, Mumbai
Service Tax	Service Tax, Interest and Penalty	14.36*	2008-09 to 2011-12	Assistant Commissioner, Division VII, Service Tax - VI, Mumbai
Service Tax	Service Tax, Interest and Penalty	33.07	2010-11 to 2013-14	Additional Commissioner, Service Tax Audit- III, Mumbai
Service Tax	Service Tax, Interest and Penalty	98.38	2014-15	Joint Commissioner, Service Tax - VI, Mumbai
Service Tax	Service Tax, Interest and Penalty	49.48	2011-12 to 2014-15	Deputy Commissioner, Service Tax Audit Commissioner â III, Mumbai
MVAT	VAT, Interest and Penalty	198.06**	2008-09	MSTAT, Mumbai
Income Tax	Income Tax	8.53	2008-09	Income Tax Appellant Tribunal, Mumbai
Income Tax	Income Tax	NIL***	2013-14	Commissioner of Income Tax (Appeal)
Income Tax	Income Tax and Interest	11.96	2012-13	Assessing officer (CPC TDS), Mumbai
Income Tax	Income Tax and Interest	8.89	2013-14	Assessing Officer (CPC TDS), Mumbai
Income Tax	Income Tax and Interest	0.21	2014-15	Commissioner of Income Tax (Appeals)
Income Tax	Income Tax and Interest	2.77	2015-16	Commissioner of Income Tax (Appeals)
Municipal Taxes	Property Tax	7.33	2010-11	The Assistant Assessor and Collector, Assessment Department, M.C.G.M
Municipal Taxes	Property Tax	7.34	2011-12	The Assistant Assessor and Collector, Assessment Department, M.C.G.M
Municipal Taxes	Property Tax	7.34	2012-13	The Assistant Assessor and Collector, Assessment Department, M.C.G.M
Municipal Taxes	Property Tax	10.25	2013-14	The Assistant Assessor and Collector, Assessment Department, M.C.G.M
Municipal Taxes	Property Tax	26.21	2014-15	The Assistant Assessor and Collector, Assessment Department, M.C.G.M
Municipal Taxes	Property Tax	7.34	2015-16	The Assistant Assessor and Collector, Assessment Department, M.C.G.M
Municipal Taxes	Property Tax	7.34	2016-17	The Assistant Assessor and Collector, Assessment Department, M.C.G.M

In the following matters, the department has preferred appeals at higher levels:

Nature of Statute	Nature of the Dues	Amount (Rs, in Lakh)	Financial Year to which the amount relates	Forum where dispute is pending
Income Tax	Income Tax and Interest	67.76	2001-02	Supreme Court
Income Tax	Income Tax and Interest	60.00	2002-03	Supreme Court
Income Tax	Income Tax and Interest	415.63	2003-04	Supreme Court

Nature of Statute	Nature of the Dues	Amount (Rs, in Lakh)	Financial Year to which the amount relates	Forum where dispute is pending
Income Tax	Income Tax and Interest	239.32	2004-05	Supreme Court
Income Tax	Income Tax and Interest	265.41	2005-06	Supreme Court
Income Tax	Income Tax and Interest	46.68	2006-07	Supreme Court
Service Tax	Service Tax, Interest and Penalty	171.82	2008-09	High Court

* net of amount of Rs, 14.26 lakh deposited under protest

**net of amount of Rs, 30.00 lakh deposited under protest

***net of amount of Rs, 113.48 lakh deposited under protest

viii. The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid or provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

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

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of equity shares or fully or partly convertible debentures during the year under review.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

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

We have audited the internal financial controls over financial reporting of Oberoi Realty Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

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

₍₂₎ provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

₍₃₎ provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For P. RAJ & CO.

Chartered Accountants

Firm Registration No. 108310W

P. S. Shah

Partner

Membership No. 44611 Mumbai, May 4, 2017

Mar 31, 2016

We have audited the accompanying standalone financial statements of Oberoi Realty Limited (''the Company''), which comprise the Balance Sheet as at March 31, 201 6, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 1 34(5) of the Companies Act, 201 3 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 201 6 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (1 1) of section 1 43 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 1 43 (3) of the Act, we report that:

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

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

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

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 1 33 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 201 4;

e. on the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 201 6 from being appointed as a director in terms of Section 1 64 (2) of the Act;

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B; and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 32 A 4 to the financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. there were no amounts, which were required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in paragraph 1 under the heading Report on Other Legal and Regulatory Requirements of Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended March 31, 2016, we report that:

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

b. The fixed assets have been physically verified by the management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on verification were not material and have been properly dealt with in the books of account.

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

ii. The inventories have been physically verified during the year by management. In our opinion, the frequency of verification is reasonable. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

iii. The Company has granted unsecured interest free loans to parties covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act'').

a. In our opinion, terms and conditions of the grant of such loans were not, prima facie, prejudicial to the interest of the Company

b. In our opinion and according to the information and explanations given to us, the terms of arrangements do not stipulate any repayment schedule as loans are repayable on demand..

c. There are no overdue amounts in respect of the loans granted to the parties listed in the register maintained under section 1 89 of the Act.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 1 85 and 1 86 of the Act, with respect to the loans and investments made.

v. The Company has not accepted any deposits from the public.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under subsection (1) of Section 148 of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

vii. a. According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues during the year with the appropriate authorities. As on March 31, 201 6, there are no such undisputed dues payable for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us, there are no material dues of provident fund, employees state insurance, sales tax, duty of customs, cess and any other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income Tax, Service Tax ,Value Added Tax and Property tax have not been deposited by the Company on account of disputes:

Nature of Nature of the Amount Financial Year to Forum where Statute Dues (Rs. in Lakh) which the amount dispute is pending relates

Service Tax Service Tax and 17.71 2009-10 Customs, Excise and Service Tax penalty Appellate Tribunal, Mumbai

Service Tax Service Tax and 14.36 2008-09 to Additional Commissioner, Service penalty 2011-12 Tax, Mumbai-ll

Service Tax Service Tax and 33.07 2010-11 to Additional Commissioner, service penalty 2013-14 Tax Audit , Mumbai-III

Service Tax Service Tax and 98.38 2014-15 Joint Commissioner, Service Tax penalty , Mumbai-VI

MVAT VAT, Interest and 50.02* 2006-07 Assistant Commissioner of Sales penalty Tax Mazgaon, Mumbai

MVAT VAT, Interest and 144.90* 2007-08 Assistant Commissioner of Sales penalty Tax Mazgaon, Mumbai

MVAT VAT, Interest and 198.06 # 2008-09 MSTAT, Mumbai Penalty

MVAT VAT, Interest and 8.48* 2010-11 Assistant Commissioner of Sales penalty Tax Mazgaon, Mumbai

MVAT VAT, Interest and 178.42* 2011-12 Assistant Commissioner of Sales penalty Tax Mazgaon, Mumbai

Income Tax Income Tax 282.43 2005-06 Income Tax Appellate Tribunal Mumbai

Income Tax Income Tax 129.40 2007-08 Income Tax Appellate Tribunal Mumbai

Income Tax Income Tax 8.53 2008-09 Income Tax Appellate Tribunal Mumbai

Income Tax Income Tax 285.47 2009-10 Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax 38.73 2009-10 Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax and 11.96 2012-13 Assessing officer (CPC Interest TDS),Mumbai

Income Tax Income Tax and 8.89 2013-14 Assessing Officer (CPC TDS) Interest , Mumbai

Income Tax Income Tax and 0.21 2014-15 Commissioner of Income Tax Interest (Appeals)

Income Tax Income Tax and 2.77 2015-16 Commissioner of Income Tax Interest (Appeals)

Municipal Property Tax 2.22 2010-11 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Municipal Property Tax 84.66 2011-12 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Municipal Property Tax 51.01 2012-13 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Nature of Nature of the Amount Financial Year to Forum where Statute Dues (Rs. in Lakh) which the amount dispute is pending relates

Municipal Property Tax 15.52 2013-14 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Municipal Property Tax 39.97 2014-15 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Municipal Property Tax 145.77 2015-16 The Assistant Assessor Taxes and Collector, Assessment Department, M.C.G.M

Municipal Property Tax 27.28 2011-12 to The Assistant Assessor Taxes 2014-15 and Collector, Assessment Department, M.C.G.M

In the following matters, the department has preferred appeals at higher levels:

Nature of Nature of the Dues Amount Financial Year to Forum where Statute (Rs. in Lakh) which the amount dispute is pending relates

Income Tax Income Tax and Interest 67.76 2001-02 Supreme Court

Income Tax Income Tax and Interest 60.00 2002-03 Supreme Court

Income Tax Income Tax and Interest 415.63 2003-04 Supreme Court

Income Tax Income Tax and Interest 239.32 2004-05 Supreme Court

Income Tax Income Tax 46.68 2006-07 Supreme Court

* a stay order has been received against interest amount of Rs.290.03 Lakh disputed and not deposited.

# net of amount deposited of Rs.30 Lakh.

viii. The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

ix. The Company did not raise any money byway of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid or provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 1 97 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

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

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has made private placement of equity shares during the year under review in accordance with the provision of section 42 of the Companies Act and amount raised has been used for the purpose for which the funds were raised..

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

For P. RAJ & CO.

Chartered Accountants

Firm Registration No. 108310W

P. S. Shah

Partner

Membership No. 4461 1

Mumbai, April 29,2016

Mar 31, 2015

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

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that we are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31. A. 4 to the financial statements.

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

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

Annexure referred to in paragraph 1 under the heading Report on other legal and regulatory requirements of our report of even date i. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. The fixed assets have been physically verified by the management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on verification were not material and have been properly dealt with in the books of account.

ii. a. The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

iii. a. The Company has granted unsecured loans to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

b. In our opinion and according to the information and explanations given to us, the receipt of principal and interest, wherever applicable, is regular.

c. There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchases of fixed assets and for the sale of goods, properties and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

v. The Company has not accepted any deposits from public.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under subsection (1) of Section 148 of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

vii. a. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues of provident fund, employees state insurance, income tax, service tax, wealth tax, custom duty, value added tax, sales tax and other material statutory dues during the year with the appropriate authorities. As on March 31,2015, there are no such undisputed dues payable for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no material dues of provident fund, employees state insurance, wealth tax, custom duty, sales tax and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income Tax, Service Tax, Property Tax and VAT have not been deposited by the Company on account of disputes:

Nature of Nature of the Amount Financial Year to Statute Dues (Rs. in Lakh) which the amount relates

Service Tax Service Tax 171.82 2008-09 and penalty

Service Tax Service Tax 17.71 2009-10 and penalty

Service Tax Service Tax 14.31 2008-09 and penalty to 2011-12

MVAT VAT, Interest 228.06 2008-09 and Penalty

MVAT Interest 92.49 2009-10 to 2011-12

Income Tax Income Tax 17.02 2005-06

Income Tax Income Tax 129.40 2007-08

Income Tax Income Tax 41.09 2008-09

Income Tax Income Tax 8.53 2008-09

Income Tax Income Tax 213.64 2009-10

Income Tax Income Tax 38.73 2009-10

Income Tax Penalty 45.99 2008-09

Income Tax Income Tax 12.24 2012-13 and Interest

Income Tax Income Tax 7.70 2013-14 and Interest

Income Tax Income Tax 0.19 2014-15 and Interest

Municipal Taxes Property Tax 2.22 2010-11

Municipal Taxes Property Tax 3.45 2011-12

Municipal Taxes Property Tax 131.61 2012-13

Municipal Taxes Property Tax 191.24 2013-14

Municipal Taxes Property Tax 191.24 2014-15

Nature of Statute Forum where dispute is pending

Service Tax Customs, Excise and Service Tax Appellate Tribunal, Mumbai

Service Tax Customs, Excise and Service Tax Appellate Tribunal, Mumbai

Service Tax Additional Commissioner, Service Tax, Mumbai-II

MVAT Commissioner of Sales Tax (Appeal)

MVAT Commissioner of Sales Tax (Appeal)

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Income Tax Appellate Tribunal, Mumbai

Income Tax Commissioner of Income Tax (Appeals), Mumbai

Income Tax Assessing Officer, Mumbai

Income Tax Assessing Officer, Mumbai

Income Tax Commissioner of Income Tax (Appeals), Mumbai

Municipal Taxes The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Municipal Taxes The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Municipal Taxes The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Municipal Taxes The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Municipal Taxes The Assistant Assessor and Collector, Assessment Department, M.C.G.M

In the following matters, the department has preferred appeals at higher levels:

Nature of Nature of the Dues Amount Financial Year to Statute (Rs.in Lakh) which the amount relates

Income Tax Income Tax and Interest 1.85 2001-02

Income Tax Income Tax 231.12 2006-07

Nature of Statute Forum where dispute is pending

Income Tax High Court, Mumbai

Income Tax High Court, Mumbai

c. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

viii. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the current and immediately preceding financial year.

ix. According to the information and explanations given to us, the Company did not have any outstanding dues to financial institution, banks or debenture holders during the year.

x. According to the information and explanations provided to us and the records examined by us, the Company has given guarantee for loan taken by its subsidiary and joint venture from banks and financial institutions. According to information and explanation given to us, we are of the opinion that terms and conditions of guarantee given is not prejudicial to the interest of the Company.

xi. According to the information and explanations provided to us, the Company did not avail any term loan from bank or financial institution during the year.

xii. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For P. RAJ & CO.

Chartered Accountants

Firm Registration No. 108310W

P. S. Shah

Partner

Membership No. 44611

Mumbai, April 30, 2015

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN THE AUDITOR''S REPORT (Referred to in paragraph 1 of our report of even date)

1) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

The fixed assets have been physically verified by the management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on verification were not material and have been properly dealt with in the books of account.

In our opinion, the disposal of fixed assets during the year does not affect the going concern assumption.

2) The management has conducted physical verification of inventory at reasonable intervals.

In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

3) The Company has granted interest free loans to eight entities covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount outstanding during the year was H 99,466.25 Lakh and the year-end balance of such loan amounted to H 40,609.97 Lakh.

Other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

In our opinion and according to the information and explanations given to us, the receipt of principal is regular.

According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from any of the parties covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of property. During the course of our audit, no major weakness has been noticed in the internal controls.

5) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered

Such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7) The Company has an internal audit system commensurate with its size and nature of its business.

8) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues of provident fund, income tax, service tax, wealth tax, custom duty and other material statutory dues during the year with the appropriate authorities. As on March 31, 2014, there are no undisputed dues payable for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no material dues of provident fund, wealth tax, custom duty and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income Tax, Service Tax and VAT have not been deposited by the Company on account of disputes.

Nature of Nature of the Dues Amount Financial Year to Statute (H in Lakh) which the amount relates

Service Tax Service Tax and penalty 171.82 2008-09

Service Tax Service Tax and penalty 17.71 2009-10

Service Tax Service Tax and penalty 28.56 2008-09 to 2011-12

MVAT Vat Liability 228.06 2008-09

Income Tax Income Tax and Interest 1.73 2001-02

Income Tax Income Tax and Interest 288.56 # 2005-06

Income Tax Income Tax and Interest 129.37 # 2007-08

Income Tax Income Tax and Interest 8.53 # 2008-09

Income Tax Income Tax and Interest 38.73 # 2009-10

Nature of Statute Forum where dispute is pending

Service Tax CESTAT

Service Tax CESTAT

Service Tax Additional Commissioner of Service Tax

MVAT MSTAT

Income Tax ITAT

Income Tax ITAT

Income Tax ITAT Income Tax ITAT

Income Tax CIT-(A)

# - Resultant reduction of MAT Credit claimed in Financial Year 2010 Â 2011

In the following matters, the department has preferred appeals at higher levels:

Nature of Nature of the Amount Financial Year to Forum where Statute Dues (H in Lakh) which the amount dispute is pending relates

Income Tax Income Tax and Interest 64.38 2001-02 High Court

Income Tax Income Tax and Interest 56.08 2002-03 High Court

Income Tax Income Tax and Interest 382.02 2003-04 High Court

Income Tax Income Tax and Interest 194.91 2004-05 High Court

Income Tax Income Tax and Interest 283.47 # 2006-07 High Court

# - Resultant reduction of MAT Credit claimed in Financial Year 2010 Â 2011

10) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year

11) Based on our audit procedures and on the basis of information and explanations given by the management the Company has not defaulted in repayment of dues to banks.

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

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14) In our opinion and according to the information and explanations given to us, the Company has maintained proper records and contracts with respect to its investments wherein timely entries of transactions are made. Also, the securities have been held by the company in its own name.

15) According to the information and explanations provided to us and the records examined by us, the Company has given guarantee for loan taken by its joint venture from bank. According to information and explanation given to us, we are of the opinion that terms and conditions of guarantee given is not prejudicial to the interest of the Company.

16) According to the information and explanations given to us, the Company has not borrowed any term loans from banks and financial institutions.

17) According to the information and explanations provided to us and on an overall examination of the records and cash flow statement of the Company, no short-term fund raised utilized for long term purpose during the year.

18) During the year, the Company has not made any preferential allotment of shares to any party and companies covered in the Register maintained under Section 301 of the Companies act, 1956.

19) According to the information and explanations given to us and the records examined by us, during the year the Company has not issued any debentures.

20) The Company has not raised any money by way of public issue during the year.

21) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For P. RAJ & CO.

Chartered Accountants

Firm Registration No. 108310W

P. S. Shah

Partner

Membership No. 44611

Mumbai, May 10, 2014

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Oberoi Realty Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN THE AUDITOR''S REPORT

(Referred to in paragraph 1 of our report of even date)

1) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on verification were not material and have been properly dealt with in the books of account.

In our opinion, the disposal of fixed assets during the year does not affect the going concern assumption.

2) The management has conducted physical verification of inventory at reasonable intervals.

In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

3) The Company has granted interest free loans to six entities covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs. 18,711.84 Lakh and the year-end balance of such loan amounted to Rs. 16,334.39 Lakh.

Other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

In our opinion and according to the information and explanations given to us, the receipt of principal is regular.

According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from any of the parties covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of property. During the course of our audit, no major weakness has been noticed in the internal controls.

5) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

Such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7) The Company has an internal audit system commensurate with its size and nature of its business.

8) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues of provident fund, income tax, service tax, wealth tax, custom duty, cess and other material statutory dues during the year with the appropriate authorities. As on March 31, 2013, there are no undisputed dues payable for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no material dues of provident fund, wealth tax, custom duty, cess and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income Tax, Service Tax and Municipal tax have not been deposited by the Company on account of disputes.

Nature of Nature of the Dues Amount Financial Year to Forum where dispute is pending Statute (Rs. in Lakh) which the amount relates

Municipal Taxes Municipal Taxes 4.81 2005-06 The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Service Tax Service Tax and penalty 171.82 2008-09 CESTAT

Service Tax Service Tax and penalty 17.71 2009-10 CESTAT

Income Tax Income Tax and Interest 1.73 2001-02 ITAT

Income Tax Income Tax and Interest 121.82 2005-06# CIT-(A)

Income Tax Income Tax and Interest 129.40 2007-08# CIT-(A)

Income Tax Income Tax and Interest 8.53 2008-09# ITAT

Income Tax Income Tax and Interest 38.73 2009-10# CIT-(A)

Income Tax Income Tax and Interest 271.82 2009-10 CIT-(A)

# - Resultant reduction of MAT Credit claimed in Financial Year 2010 - 2011

In the following matters, the department has preferred appeals at higher levels:

Nature of Nature of the Dues Amount Financial Year to Forum where dispute is pending Statute (Rs. in Lakh) which the amount relates

Income Tax Income Tax and Interest 64.50 2001-02 High Court

Income Tax Income Tax and Interest 54.51 2002-03 High Court

Income Tax Income Tax and Interest 414.28 2003-04 High Court

Income Tax Income Tax and Interest 224.07 2004-05 High Court

Income Tax Income Tax and Interest 277.80 2006-07# High Court

# - Resultant reduction of MAT Credit claimed in Financial Year 2010 - 2011

10) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year

11) Based on our audit procedures and on the basis of information and explanations given by the management the Company has not defaulted in repayment of dues to banks.

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

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14) In our opinion and according to the information and explanations given to us, the Company has maintained proper records and contracts with respect to its investments wherein timely entries of transactions are made. Also, the securities have been held by the company in its own name.

15) According to the information and explanations given to us and the records examined by us, the Company has not given any guarantees for loan taken by others from banks and financial institutions.

16) According to the information and explanations given to us, the Company has not borrowed any term loans from banks and financial institutions.

17) According to the information and explanations provided to us and on an overall examination of the records and cash flow statement of the Company, there are no short-term loans raised during the year

18) During the year, the Company has not made any preferential allotment of shares to any party and companies covered in the Register maintained under Section 301 of the Companies act, 1956.

19) According to the information and explanations given to us and the records examined by us, during the year the Company has not issued any debentures.

20) The Management has disclosed the end use of money raised by public issue in Note 32. We have verified the same to the extent of utilization by the Company.

21) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For P. RAJ & CO.

Chartered Accountants

Firm Registration No. 108310W

P. S. Shah

Partner

Membership No. 44611

Mumbai, April 19, 2013

Mar 31, 2012

We have audited the attached Balance Sheet of Oberoi Realty Limited as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow statement for the year ended on that date annexed thereto and significant accounting policies and other explanatory information.

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

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

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

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

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

ii) 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;

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

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

v) On the basis of written representations received from the directors of the Company, as at March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as at March 31, 2012 from being appointed as a director in terms of the provisions of section 274(1) (g) of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read with the other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

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

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

ANNEXURE REFERRED TO IN THE AUDITOR'S REPORT

(Referred to in paragraph 3 of our report of even date)

1) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

The fixed assets have been physically verified by the management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on verification were not material and have been properly dealt with in the books of account.

In our opinion, the disposal of fixed assets during the year does not Affect the going concern assumption.

2) The management has conducted physical verification of inventory at reasonable intervals.

In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

3) The Company has granted interest free loan to seven entities covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs 31,631.24 Lakh and the year-end balance of such loan amounted to Rs 12,430.55 Lakh.

Other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

In our opinion and according to the information and explanations given to us, the receipt of principal is regular.

According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from any of the parties covered in the register maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of property. During the course of our audit, no major weakness has been noticed in the internal controls.

5) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

Such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7) The Company has an internal audit system commensurate with its size and nature of its business.

8) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (l)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues of provident fund, income tax, service tax, wealth tax, custom duty, cess and other material statutory dues during the year with the appropriate authorities. As on March 31, 2012, there are no undisputed dues payable for a period of more than six months from the date they became payable.

According to the information and explanations given to us, there are no material dues of provident fund, service tax, wealth tax, custom duty, cess and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Income tax and Municipal tax have not been deposited by the Company on account of disputes.

Name of Nature of the Dues in Lakh Financial year Forum where to which the Dispute is amount related pending

Income Tax Disallowance of Expenses 66.23 2001-02 ITAT claimed / Additions made to Taxable Income

Income Tax Additions made to Taxable 78.60 2002-03 ITAT Income

Income Tax Additions made to Taxable 414.28 2003-04 ITAT Income

Income Tax Additions made to Taxable 224.07 2004-05 ITAT Income

Municipal Taxes Municipal Taxes 4.81 2005-06 The Assistant Assessor and Collector, Assessment Department, M.C.G.M

Income Tax Additions made to Taxable 231.12 2006-07 ITAT Income

Income Tax Disallowance of Expenses 41.09 2008-09 The Commis sioner of Claimed Income Tax (Appeals)

10) The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial year

11) Based on our audit procedures and on the basis of information and explanations given by the management the Company has not defaulted in repayment of dues to banks.

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

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14) In our opinion and according to the information and explanations given to us, the Company has maintained proper records and contracts with respect to its investments wherein timely entries of transactions are made. Also, the securities have been held by the Company in its own name.

15) According to the information and explanations given to us and the records examined by us, the Company has not given any guarantees for loan taken by others from banks and financial institutions.

16) According to the information and explanations given to us, the Company has not borrowed any term loans from banks and financial institutions.

17) According to the information and explanations provided to us and on an overall examination of the records and cash flow statement of the Company, there are no short-term loans raised during the year

18) During the year, the Company has not made any preferential allotment of shares to any party and companies covered in the Register maintained under Section 301 of the Companies act, 1956.

19) According to the information and explanations given to us and the records examined by us, during the year the Company has not issued any debentures.

20) The Management has disclosed the end use of money raised by public issue at Note 32. We have verified the same to the extent of utilization by the Company.

21) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For P. RAJ & CO. Chartered Accountants

Firm Registration No. 108310W

P. S. Shah

Partner

Membership No.44611

Mumbai, April 25, 2012

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