We have audited the accompanying Standalone Financial Statements of the Company which comprise the Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows, and a summary of Material accounting policies and other explanatory information, in which are incorporated the financial information for the year ended on that date of the Company's branch office at Libya which are not yet audited by the branch auditor. As at 31st March 2025, the Company has made provision for non¬ recoverability of assets and provision for write-back of trade liabilities in respect of the Libya branch office.
Our audit indicates that, because of the substantive nature and significance of the matter described below, we have not been able to obtain sufficient appropriate evidence to provide a basis for expressing an opinion on the statement as to whether these Standalone Financial Statements are prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other recognized accounting practices and policies generally accepted in India and has disclosed the information required to be disclosed under the Companies Act, 2013 including the manner in which it is to be disclosed, or that it does not contain any material misstatement.
Basis for Disclaimer of Opinion
We conducted our audit of the Standalone Financial Statements in accordance with standard on auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibility for the audit of the Standalone financial statements section of our report. We are independent of the company in accordance with the Code of Ethics issued by the institute of Chartered Accountant of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. Because of the significance of the matters described below we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.
We draw your attention to the following matters:
(i) We draw attention to Note no. 51 of the Audited Standalone Financial Statements, which have made references to the Resolution Framework (RF) for Unitech group. The company has requested the Hon'ble Supreme Court to grant some
concessions and reliefs so that the company is able to fulfil its obligations towards the construction of the projects and meet other liabilities. Resolution framework of Unitech group filed by New Management before the Hon'ble Supreme Court on 10th September 2020, Revised Version on 28th October, 2020 and Revised Version on 27th April, 2022 has not yet been approved by the Hon'ble Supreme Court. Accordingly, the impact of the proposed reliefs, concessions etc. have not been considered in the books of accounts.
(ii) Material uncertainty related to going concern
We draw attention to Note no. 37 of the Audited Standalone Financial Statements wherein the management has represented that the Audited Standalone Financial Statements have been prepared on a going concern basis, notwithstanding the fact that the Company has eroded its net worth and has incurred losses, both in the current and previous year, and has challenges in meeting its obligations, servicing its current liabilities including bank loans and public deposits. The Company also has various litigation matters which are pending before different forums. Further, the New Management has inherited various projects of the Company, which are pending for considerable construction and residual works to be completed.
In compliance of the directions of the Hon'ble Supreme Court, as contained in Court's order dated 20th January 2020, the Government appointed Board of Directors has requested the Hon'ble Supreme Court to grant certain concessions and reliefs so that the Company is able to fulfil its obligations towards the construction and completion of in-complete projects and meet other liabilities.
These conditions indicate the existence of material uncertainty that may cast significant doubt about Company's ability to continue as a going concern. The appropriateness of assumption of going concern is critically dependent upon the Company's ability to raise finance and generate cash flows in future to meet its obligations, and also on the final decision of the Hon'ble Supreme Court on the Resolution Framework. Also, the Board of Directors are exploring various possible options for completion of ongoing projects and are trying to generate additional possible revenues by construction of new flats.
Considering the above, we are unable to express an opinion on this matter.
(iii) The Management of the Company has not conducted any impairment assessment for the investments made by the erstwhile management in subsidiary companies, joint ventures and associates having aggregate carrying value of Rs. 972,18.09 lakhs, despite of strong indicators existing for impairment assessment, as required by Ind AS 36, 'Impairment of Assets'. In view of non-existence of any impairment study, we are unable to conclude upon the adjustments, if any, that may be required to the carrying value of these investments and its consequential impact on the Audited Standalone Financial Statements. (refer Note 5 of the Audited Standalone Financial Statements)
(iv) Due to legacy issues inherited from erstwhile management, the company is not having sufficient evidence about the
recognition of fair value of the estimated loss allowance on loans and advances given by erstwhile management to subsidiary companies, joint ventures and associates amounting to Rs. 4475,92.28 lakhs and trade receivables from subsidiary companies, joint ventures and associates amounting to Rs. 45,55.06 lakhs as required by Ind AS 109, 'Financial Instruments'. Further, in case of loans and advances given by erstwhile management to unrelated companies / entities amounting to Rs. 373,52.53 lakhs, trade receivables amounting Rs. 325,84.91 lakhs, inter corporate deposit amounting to Rs. 138,53.66 lakhs and security deposits given amounting Rs. 526,92.26 lakhs is also exposed to estimated loss allowance. (refer Note 6,7,10,13,16 and 44(v) of the Audited Standalone Financial Statements)
We are therefore unable to express an opinion on the recoverability of the loans and trade receivables from subsidiary, joint ventures and associates, fair value of estimated loss allowance on loans and trade receivables given and the consequential impact on the Audited Standalone Financial Statements.
(v) We draw attention to note 47(viii) of Audited Standalone Financial Statements which contains details of corporate guarantees issued by the erstwhile management for its subsidiaries and joint ventures. Due to legacy issues inherited from erstwhile management, the company is not having sufficient evidence regarding recognition of fair value of the estimated loss allowance on corporate and bank guarantee given by erstwhile management on behalf of its subsidiary, joint ventures and associates amounting Rs. 1245,30.73 lakhs as required by Ind AS 109, 'Financial Instruments'. We are therefore unable to express an opinion on the fair value of estimated loss allowance on corporate and bank guarantee.
(vi) The Management of the Company has not conducted any impairment assessment for the investments made by the erstwhile management in unrelated companies / entities having aggregate carrying value of Rs. 614,88.20 lakhs, despite of strong indicators existing for impairment assessment, as required by Ind AS 36, 'Impairment of Assets'. In view of non¬ existence of any impairment study, we are unable to express an opinion upon the adjustments, if any, that may be required to the carrying value of these investments and its consequential impact on the Standalone Financial Statements. (refer Note 5 of the Audited Standalone Financial Statements)
(vii) Amount recoverable from GNIDA amounting Rs. 183,39.80 lakhs is subject to confirmation/ reconciliation. In view of absence of the reconciliation, we are unable to conclude on the consequential impact of same on standalone financial Statements. (refer Note 57 of the Audited Standalone Financial Statements)
(viii) Variation of Rs. 9,34.15 lakhs has been observed between balance lying with Supreme Court registry and books of accounts and the same is under reconciliation. In view of absence of the reconciliation, we are unable to express an opinion on the consequential impact of same on standalone financial statements. (refer Note 64 of the Audited Standalone Financial Statements)
(ix) Balance of amounts due to / from trade receivables, trade payables (including MSME Vendors), bank balances, borrowings, advance received from customers, advance to suppliers, security deposits, other loans and advances, advance for purchase of land, inter corporate deposits and other assets are pending for reconciliation / confirmation. The overall impact of the above and the consequential impact of
same on Standalone Financial Statements are not ascertainable and hence, we are unable to express an opinion on the same. (refer Note 49 of the Audited Standalone Financial Statements)
(x) Refer note 47 and 53 of standalone financial Statements for matters related to the period of erstwhile Management
A) Statutory dues related to Income-tax Act, 1962 amounting Rs. 79,29.00 lakhs, Professional Tax amounting Rs. 0.59 Lakhs, Employees Provident Funds and Miscellaneous Provisions Act, 1952 amounting to Rs. 24,42.87 Lakhs pertaining to the period of erstwhile management, are unpaid since long. In view of non-payment of statutory dues, possibility of levies, some penalties by the respective departments cannot be ruled out. On account of the above, we are unable to express an opinion on the consequential impact of same on standalone financial statements. (refer Note 47 of the Audited Standalone Financial Statements)
B) We draw attention to Note no. 53 of the Audited Financial Statements in respect of default in repayment of public deposits accepted by erstwhile management. As per the financial books, principal amount of deposit accepted for Rs. 529,12.98 lakhs is overdue for repayment. The Company has not created any provision for interest payable during the period ended 31st March 2025 amounting Rs. 64,56.39 lakhs (accumulated unaccounted interest is Rs. 547,78.53 lakhs) taking a clue from the directions of the Hon'ble Supreme Court from time to time issued for payment of the Principal Amount to FD holders, as explained by the management. In our opinion, losses of the Company and value of public deposits are understated to extent of Rs. 547,78.53 lakhs subject to a final decision of the Hon'ble supreme Court in the matter.
C) Input credit receivable (GST) of Rs. 63,26.91 lakhs is subject to reconciliation with the balance of input credit claimable from GST department (in GST portal). In view of absence of the reconciliation, we are unable to express an opinion on the consequential impact of same on Audited Standalone Financial Statements.
(xi) In view of the instances of non-compliance with certain debt covenants including interest & principal repayment defaults, we would like to draw attention to the fact that the Company has not obtained the balance confirmations on loans from lenders (including non-convertible debentures) amounting to Rs. 10088,38.71 lakhs (including interest accrued of Rs. 6645,97.71 lakhs). In the absence of adequate and sufficient audit evidence to establish the amounts payable to the lenders, we are unable to express an opinion on the correctness of these amounts reflected in the standalone financial statement and also on their consequential impact including potential tax liabilities. (refer Note 50 of the Audited Standalone Financial Statements)
(xii) Non-compliance of provisions of Indian Accounting Standards "IND AS" as prescribed under Section 133 of the Companies Act, 2013: -
Revenue from real estate projects (IND AS 115)
We draw attention to Note no. 1.2(l)(i) of the Audited Standalone Financial Statements, stating that the Company is accounting for revenue under real estate projects using percentage of completion method (POCM) with an understanding that
performance obligations are satisfied over time whereas, the terms of the agreements entered by the Company with buyers of the property does not satisfy the conditions specified in paragraph 35 of Indian Accounting Standard 115 "revenue from contracts with customers" in all the cases.
(xiii) Further, we report that
A. Inventory and project in progress.
1. Reconciliation of sub-ledger records for advance received from homebuyers and trade receivables is in progress. In view of absence of the reconciliation, we are unable to express an opinion on the consequential impact of same on Audited Standalone Financial Statements. (refer Note 16 of the Audited Standalone Financial Statements)
2. Other current assets include "Amount incurred in project in progress (on which revenue is not recognised)" amounting Rs. 9159,03.18 lakhs. No provision has been for onerous project, if any. As explained to us the Company is in the process of identifying onerous project and provision shall be created after identification of such contracts. As explained to us, due to legacy issues, as inherited from erstwhile management, the company is not having details with regard to project wise cost incurred during the tenure of erstwhile management. . (refer Note 16 of the Audited Standalone Financial Statements)
3. There are certain projects wherein physical possession of the units has already been handed over to the homebuyers but the projects are still appearing under Project in Progress. Due to aforesaid, project in progress and Advance received from customers is overstated. The management is in the process of estimating the impact of the same. Due to the absence of the details, we are unable to express an opinion on the accuracy of project in progress and Advance received from customers and its consequential impact on standalone financial Statements.
Due to the above-mentioned reasons, we are unable to express an opinion on its consequential impact on the standalone financial Statements.
(xiv) We draw attention to note 2 and 9 the Company has conducted physical verification of its property plant and equipment & unsold flats and the reconciliation of the same with books of accounts is in progress. In absence of the reconciliation, we are unable to comment upon the discrepancy between book records and physical counts, if any and its consequential impact of the financial Statements.
(xv) We draw attention to note 47 of standalone financial Statements which states that the Company has 2041 litigations pending in Hon'ble Supreme Court of India. Based on the explanation provided by the Company, considering the number of litigations pending, it is not possible for the Company to compute the possible impact of the same. In view of above, we are unable to express an opinion on the accounting of potential liability
on account of pending case and completeness of disclosure of contingent liability made by the company in the standalone financial statements.
Majority of the items mentioned in this para, we had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March 2024, 2023, 2022 and 2021 in respect of these matters.
Non-compliance of disclosures required under Schedule III of Companies Act, 2013
The Company is not able to provide / substantiate details of following disclosures required under the provisions of Schedule III of Companies Act, 2013 (refer Note no.76 of the Standalone Financial Statements):
a) Complete details of title deeds of immovable properties not held in the name of the Company
b) Details of benami property held and any proceeding has been initiated or pending against the company, if any
c) Utilization of borrowed funds
d) Ageing for trade receivables
e) Ageing for trade payables
f) Details related to creation / satisfaction of charges KEY AUDIT MATTER
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. As all material items are already described as a matter in the "Basis of Disclaimer of Opinion" para, there are no items which can be reported as key audit matters to be communicated separately.
INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON
The company's management and board of directors are responsible for the other information. The other information comprises the information included in Annual Report but does not include the Standalone Financial Statements and our auditor's report thereon. The Annual Report is expected to be made available to us after the date of this auditor's report.
Our opinion on the Standalone Financial Statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit report of the Standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance and if required issue a revised Audit report on Standalone Financial Statements.
RESPONSIBILITY OF MANAGEMENT FOR STANDALONE FINANCIAL STATEMENTS
The Company's Board of Directors is responsible for the matters stated in sub-section 5 of Section 134 of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone financial statements, management is responsible for assessing the 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 intend to liquidate the company or to cease operation, or has no realistic alternative but to do so.
The board of directors are also responsible for overseeing the Company's financial reporting process.
AUDITORS' RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANICAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the Standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for explaining our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls;
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern; and
• Evaluate the overall presentation, structure and content of the Standalone financial statements, including the disclosures, and whether the Standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the statements of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Other Matter:
We draw attention to Note no. 52 of the Standalone Financial Statements; A forensic audit of the Company was conducted as per directions of the Hon'ble Supreme Court. We have been informed that the report on the forensic audit is not available with the Company or its Board of Directors; hence impact of observations in the forensic audit report can be ascertained only after the same is obtained.
Our opinion is not modified in respect of this matter.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor's Report) Order, 2020 ('the Order'), issued by the Central Government of India in exercise of powers conferred by sub-section 11 of section 143 of the Act, we enclose in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by sub-section 3 of Section 143 of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit, except as stated in Basis of Disclaimer of Opinion section.
b) Except for the possible effects of the matters described in the Basis of Disclaimer of Opinion section above and in clause j (vi) below on reporting under Rule 11(g), in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The accounts of the branch office of the company auditable under section 143(8) of the Act by the branch auditor have not yet been audited by the branch auditor due to the adverse political situation prevailing in Libya, and hence we are unable to comment on whether the financial information provided by the management in this regard has been properly dealt with.
d) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.
e) Except for Indian Accounting Standard "IND AS" 109 (Financial Instruments), 36 (Impairment of Assets), 2 (Inventories), 115 (Revenue Contract with Customers), as mentioned in the Basis of Disclaimer of Opinion section above, in our opinion, the aforesaid Standalone financial
statements are complied with the Indian Accounting Standards specified under Section 133 of the Act, as applicable, read with relevant rules issued thereunder.
f) The matters described in the Basis of Disclaimer of Opinion section above, in our opinion, may have an adverse effect on the functioning of the company.
g) On the basis of the written representation received from the Directors as on March 31, 2025, taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2025 from being appointed as a Directors in terms of section 164(2) of the Act.
h) The qualifications relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion section above and in clause j(vi) below on reporting under Rule
11(g).
i) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses a Disclaimer of Opinion on the existence of the Company's internal financial control over financial reporting.
j) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i) Since, the company has not provided the full details of pending litigations, as mentioned in the Disclaimer of Opinion para, we are unable to comment on whether the company has correctly disclosed the impact of pending litigations on its financial position in the Standalone Financial Statements in accordance with the generally accepted accounting practice. Refer Note 47 of the Standalone financial statements.
ii) The company has not provided the details and relevant supporting of any long term contracts entered into by the company and hence we are unable to comment on whether the company has made provisions, as required under the applicable law or accounting standards, for all material foreseeable losses on long term contracts.
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. With regard to unclaimed and unpaid amounts pertaining to matured deposits and interest accrued thereon, the Company has informed us that a number of deposit holders have put in claims which are pending before various judicial forums for the matured deposit and interest accrued thereon, and hence ascertaining the unclaimed amounts for the purpose of transfer to the Investor Education and Protection Fund was indeterminate.
iv) Due to non-availability of adequate and relevant supporting documents, we are unable to comment on whether:
a) any funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) any funds (which are material either individually or in the aggregate) have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused them to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above does not contain any material misstatement. (refer note
no. 76 (v) of Standalone Financial Statements)
v) The company has not declared or paid any dividend during the year. Hence, reporting under section 123 of the Companies Act, 2013 is not applicable.
vi) Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of an audit trail feature being tampered with,
Further the Maintenance Department software used by the company uses an outdated version did not have an audit trail feature, consequently, there was no audit trail maintained for transactions recorded within this particular software for the whole year.
k) As required by section 197(16) of the Act, we report that the company has paid remuneration to its directors during the year in accordance with the order no. Legal -10/01/2020-O/o DGCoA-MCA dated 25/10/2023 of the Central Government, Ministry of Corporate Affairs.
For GSA & Associates LLP
Chartered Accountants Firm Registration No.: 000257N/ N500339
(Anshu Gupta)
Partner
Place: Gurugram Membership No. 077891
Date: 29th May, 2025 UDIN - 25077891BMNAZB2177
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