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

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

Basis for Opinion

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

Emphasis of Matter

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

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

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

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

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

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

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

Key Audit Matters

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

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

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

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

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

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

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

Management’s Responsibility for the Financial Statements

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

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

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

Auditor’s Responsibility for the Audit of Financial Statements

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

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

maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

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

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

Report on other Legal and Regulatory Requirements.

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

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

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

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

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

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in

g) With respect to the other matters to be included in the Auditor’s Report in accordance with
the requirements of section 197(16) of the Act, as amended, we are informed that the
company being a Government Company, the provisions of section 197 read with schedule V
of the Act, relating to managerial remuneration are not applicable to the company in terms of
Notification No. G.S.R. 463(E) dated 5th June 2015.

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

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

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

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

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

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

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

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

(vi) Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of accounts for the Financial Year
ended 31.03.2025 which has a feature of recording audit trail (edit log) facility
and the same has been operated throughout the year for all relevant transactions
recorded in software. Further, during the course of our audit we will not come
across any instance of audit trail feature being tampered with and the audit trail
has been preserved by the Company as per the statutory requirements for record
retention.

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

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

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

Aditya Aggarwal
Partner

M. No: 515644

UDIN. 25515644BMLKPQ8125

Place: New Delhi
Date: May 28, 2025