1. We have audited the accompanying standalone financial
statements of M/s. IITL Projects Limited (“the Company”),
which comprise the Balance Sheet as at 31^st March, 2024
,the Statement of Profit and Loss for the year, the statement
of changes in equity, and the statement of Cash flows for the
year then ended and notes to financial statements including
a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as “the
standalone financial statements”).

2. In our opinion and to the best of our information and according
to the explanations given to us, except for the effect of the
matter described in the basis for qualified opinion, section of
our report the aforesaid standalone financial statements give
the information required by the Companies Act, 2013 (“Act”)
in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”)
and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31,2024,
the Profit for the year ended on that date.

Basis of Opinion

3. We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Companies
Act 2013. Our responsibilities under those Standards are
further described in the Auditor's Responsibilities for the
Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the Ethical requirements
that are relevant to our audit of the standalone financial
statements under the provisions of the Companies Act,2013
and the Rules 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 opinion on the standalone financials statements.

4) Emphasis of Matter

Note 27

The company has retired from 3 Joint Venture Partnership
Firms viz. IITL Nimbus, The Express Park View (EPV II) on

06.10.2023, IITL Nimbus, The Palm Village on 16.10.2023,
and IITL Nimbus, The Hyde Park on 16.01.2024.

The company has also exited from its Associate, Golden
Palm Facility Management Pvt. Ltd. on 12.01.2024.The
company is continuing with one Joint Venture viz. Capital
Infra Projects Ltd. and having adverse cash flow as at

31.03.2024.

As on 31.03.2024, the accumulated loss of Rs. 3796 Lakhs,
exceeds the paid up capital and net worth of the company
stands fully eroded. The total liability of the company exceeds
its total assets.

The company has no business of its own and also no other
cash flow at present. Thus, the company ceases to be a
“Going Concern” and accordingly these financial statements
have been prepared on the basis that the company does not
continue to be a “Going Concern” and therefore all assets
that have being valued at their realisation value where lower
than cost and all known liabilities have been fully provided
for and recorded in the financial statements on the basis of
best estimate of the Management.

Our report is not modified in respect of these matters.

Key Audit Matters

5. Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period.
These matters were addressed in the context of our
audit of standalone financial statements as a whole, and
in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined
the matters described below to be the key audit matters to
be communicated in our report.

Information other than the Financial Statements and Auditors
reports Thereon

6. The company's Board of Directors is responsible for the other
information. The other information comprises the information
included in Board's Report, Management Discussion &
Analysis Report, Business Responsibility Report, but does
not include the financial statements and our auditor's report
thereon. The Board's Report, Management Discussion &
Analysis Report, Business Responsibility Report is expected
to be made available to us after the date of this auditor's report.

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

In connection with our audit of the 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 financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated.

When we read the report, if we conclude that there is a material
misstatement there in, we are required to communicate the
matter to those charged with governance.

Management Responsibilities for the Standalone Financial
Statements

7. The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Companies Act
2013, with respect to the preparation of these standalone
financial statements that give a true and fair view of the
financial position and financial performance, and the cash
flow of the Company in accordance with the Accounting
Principles generally accepted in India, including the
Accounting standards specified under section 133 of the Act.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding 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.

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

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

Auditor’s Responsibilities for the Audit of the Standalone

Financial Statements

10. 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.

11. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism 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 controls relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate
internal financial controls system in place and the
operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company 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.

• 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.

12. 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 financial statements
may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate

the effect of any identified misstatements in the financial
statements.

13. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings that we
identify during our audit.

14. 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.

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

Other Matters

16. We did not review the interim financial results of 3 joint
operations included in the standalone unaudited interim
financial statements of the entities included in the Company,
whose results reflect Company share of total net profit/(loss)
after tax Rs 207.92 Lakhs for the Year ended 31.03.2024 as
considered in the Standalone audited financial statements
of the entities included in the Company. The financial
statements of these joint operations have been audited by
other auditors whose reports have been furnished to us ,and
our conclusion in so far as it relates to the amounts and
disclosures included in respect of these joint operations,
is based solely on the report of such other auditors .

Report on Other Legal and Regulatory Requirements

17. 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
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 written representation received from the
directors as on 31st March 2024 taken on record by the
Board of directors, none of the directors is disqualified
as on 31st March 2024 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 A”. Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company's internal
financial controls over financial reporting.

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

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

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 no Pending litigation on its
financial position in its Standalone Financial
Statements .

ii. the Company did not have any long-term
contracts, including derivative contracts; and

iii. There were no amounts, which were 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 it's knowledge and belief, no
funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources or
kind of funds) by the Company to or in any
other persons or entities, including foreign
entities (“lntermediaries”}, 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 it's knowledge and belief, no
funds have been received by the division
from any persons or entities, including
foreign entities (“funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the diviison 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 we have
considered reasonable and appropriate in
the circumstances; nothing has come to the
notice that has caused us to believe that
the representations under sub-clause (i)
and (ii) contain any material mis-statement.

v. a) The company has not declared any final

dividend for the financial year 2022-23 and
interim dividend for the financial year 2023-24.

b) The Company has not proposed any final
dividend up to the date of our report.

vi. “Based on our examination, the company, has
used accounting software for maintaining its
books of account which has a feature of recording
audit trail (edit log) facility except in respect of
maintenance of property, plant and equipment
records wherein the accounting software did not
have the audit trail feature enabled throughout
the year. Further, the audit trail facility has been
operating throughout the year for all relevant
transactions recorded in the software. Further,
during the course of our audit we did not come
across any instance of audit trail feature being
tampered with.”

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

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

For Maharaj N R Suresh and Co LLP
Chartered Accountants
FRN NO:001931S/S00020

K V Srinivasan

Place: Chennai Partner

Date: 30.05.2024 Membership NO: 204368

UDIN: 24204368BKGUHQ1672