Directors Report of Unitech Ltd.

Mar 31, 2025

Your Directors hereby present the 54^th Annual Report
and Audited Financial Statements of the Company for the
Financial Year ended 31^st March, 2025.

Financial Results

The Financial Performance of the Company for the Financial
Year ended 31^st March, 2025 is summarized herein below:

(Amount in Rs. Crore)
Particulars	2024-25		2023-24
Revenue from Operations including Other Income	136.20	136.20	192.57	192.57
Less: Expenses
Construction & Real Estate Project Expenditure including Cost of Land Sold	506.08		726.61
Changes in Inventories of Finished Goods, work-in-progress and Stock-in¬ Trade
Employee Benefits Expense	17.90		17.30
Finance Costs	1,430.69		1,996.67
Depreciation and Amortization Expense	2.79		2.54
Other Expenses	28.92		12.14
Total Expenses		1,986.38		2,755.26
Profit/ (Loss) before Tax and Exceptional Items	(1,850.18)		(2,562.68)
Less: Exceptional Items	-		-
Profit/ (Loss) before Tax		(1,850.18)		(2,562.68)
Profit/ (Loss) from continuing operations after Tax		(1,850.18)		(2,562.68)

Material changes affecting the Company

There were no material changes or commitments affecting
the financial position of the Company having occurred

between the end of the financial year to which the Financial
Statements relate and the date of report, other than the ones
already provided or stated in the Financial Statements.

Financial Highlights

The total income of the Company for the year under
review was Rs.136.20 Crore. The losses before tax stood at
Rs.1,850.18 Crore and losses after tax also stood at
Rs.1,850.18 Crore. On consolidated basis, the total income
of the Company stood at Rs. 396.80 Crore. The consolidated
losses before tax stood at Rs. 3,029.35 Crore and losses after
tax stood at Rs. 3,178.17 Crore.

Segmental Revenues (Consolidated)

On consolidated basis, the Real Estate and related Division
contributed Rs. 189.42 Crore in the coffers of the Company,
whereas the contribution from the Property Management
business was Rs. 159.80 Crore and Nil from the Power
Transmission business. Further the Hospitality segment
contributed Rs. 34.29 Crore whereas Rs. 13.30 Crore was
Contributed by way of investment and other activity toward
the gross revenue.

Business and Operations

During the year under review, there was no change in the
business of your Company.

Operating Environment

The operating environment this year continued to remain
challenging. Geopolitical conflict in Europe coupled with
the global supply chain disruptions led to an unprecedented
inflation in food, energy, and commodity prices. The
widespread inflation posed major challenges, specifically
with prices of several commodities inflating to their decadal
highs. There has been, however, normalization in economic
activities after a couple of years of Covid induced disruptions.

Management Discussion and Analysis Report

The Management Discussion and Analysis (MDA) report
for the year under review, as stipulated in regulation 34 and
schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as
''Listing Regulations''), has been enclosed separately, which
may be read as an integral part of the Board Report.

Report on Corporate Governance

The Report on Corporate Governance, along with
compliance certificate from CS Kiran Amarpuri, Practicing
Company Secretary (CP No. 7348), confirming compliance
of the conditions of Corporate Governance as stipulated in
schedule V of the Listing Regulations, has been enclosed
separately, which may be read as an integral part of the
Board Report.

Consolidated Financial Statement

The Audited Consolidated Financial Statements of the
Company, its subsidiaries, associates and joint ventures
provided in the Annual Report have been prepared in
accordance with the provisions of the Companies Act, 2013,
read with Ind. AS 110- "Consolidated Financial Statements"
and Ind. AS 28- "Investments in Associates and Joint
Ventures" and Ind. AS 31 -"Interests in Joint Ventures".

Subsidiaries, Joint Ventures & Associates

Pursuant to provisions of section 129 (3) of the Companies
Act, 2013, a statement containing salient features of
Financial Statements of subsidiaries, joint ventures
and associates (Form AOC-1) of M/s Unitech Limited is
attached to the Financial Statements. The said Statement
portrays the performance and financial position of each
of Company''s subsidiaries, joint ventures and associates.
The policy for determining material subsidiaries, as
approved, may be accessed at the Company''s website
http://www.unitechgroup.com/investor-relations/policy-
determining-material-subsidiaries.asp.

The names of Companies which have become or ceased to
be the subsidiaries, joint ventures or associate companies
during the year.

M/s Unitech Power Transmission Limited (UPTL) has ceased
to be a subsidiary of M/s Unitech Limited with effect from
13.03.2025, when the transfer of the entire equity sharehold¬
ing of UPTL took place in favour of M/s Auro Infra Private
Limited (AIPL), subsequent to the execution of the Share
Purchase Agreement (SPA) on 11.03.2025 between M/s Uni¬
tech Limited, 06 subsidiary companies of M/s Unitech Lim¬
ited (holding 10 equity shares each, jointly with Unitech Lim¬
ited), M/s Auro Infra Private Limited and the UPTL.

Apart from the above, no other changes have taken place in
the subsidiaries, joint ventures or associate companies dur¬
ing the year under review.

Annual Return

As required under section 92 of the Companies Act, 2013,
the Annual Return for the Financial Year ended March 31,
2025 is available on the website of the Company and can
be accessed at https://www.unitechgroup.com/investor-
relations/regulation-46-annual-return.asp.

Details of Directors

Members are aware that faced with numerous litigations
by a large number of homebuyers and other stakeholders,
the Hon''ble Supreme Court directed the Union of India, vide
its order dated 18.12.2019, to propose the appointment of
an independent Board of Directors for M/s Unitech Limited.

In compliance thereto, the Central Government proposed
the constitution of a new Board of Directors, which was
approved by the Hon''ble Supreme Court, vide its order
dated 20.01.2020, passed in Bhupinder Singh Vs. Unitech
Limited in Civil Appeal No. 10856/ 2016. Following from the
above, the Hon''ble Supreme Court was pleased to direct
the supersession of the erstwhile Management with the
appointment of a new Board of Directors.

During the year under review, there has been no change in
the composition of the Board of Directors of the Company.
The composition of the Board of Directors as on 31.03.2025
was as follows:

Sr. No.	Name(s)	Designation	Date of Appointment
1	Sh. Yudhvir Singh Malik, IAS (Retd.)	Chairman & Managing Director	21.01.2020
2	Dr. Girish Kumar Ahuja	Director	22.01.2020
3	Sh. Jitu Virwani	Director	22.01.2020
4	Sh. Prabhakar Singh	Director	03.02.2020
5	Ms. Uma Shankar	Director	19.10.2022

Further, after the close of the financial year till the signing of
this report, no changes have taken place in the composition
of the Board of the Company.

Key Managerial Personnel

In compliance of the provisions of sections 2 (51) and
203 of the Companies Act, 2013, the following Directors
and Officials of the Company were designated as the Key
Managerial Personnel (KMP) of the Company during the year
under review:

Sr. No.	Name(s)	Designation
1	Sh. Yudhvir Singh Malik	Chairman and Managing Director
2	Sh. Ashok Kumar Yadav	Chief Executive Officer
3	Sh. Tajinder Pal Singh Madan	Chief Financial Officer
4	Ms. Anuradha Mishra	Company Secretary & Compliance Officer

Board Meetings

Seven (07) meetings of the Board of Directors were held
during the year under review. Details of the meetings are

provided in the Corporate Governance Report, which may
be read as an integral part of the Board Report.

Annual Evaluation of Directors, Committees and Board

All the Directors have been appointed by the Central
Government as its Nominee Directors with the prior approval
of the Hon''ble Supreme Court. The annual evaluation of
performance of Directors, Committees and Board has,
therefore, not been undertaken.

Opinion of the Board with regard to integrity, expertise and
experience of the Independent Directors appointed during
the year

No new Directors were appointed during the year under
review. Further, it may be noted that since all the Directors
on the Board of the Company had been appointed by the
Central Government with the prior approval of the Hon''ble
Supreme Court, the impugned opinion was not required to
be provided. All the Directors are well-known professionals
from diverse fields and have no personal or pecuniary
interest in the Company.

Statement on declaration by Independent Directors

The Directors of the Company have been appointed by
the Central Government (Ministry of Corporate Affairs), in
compliance of the order of the Hon''ble Supreme Court dated
20.01.2020 and all the Directors are Nominee Directors.

Policy on Director''s Appointment and Remuneration

The Directors of the Company have been appointed by
the Central Government with the prior approval of Hon''ble
Supreme Court. No remuneration is being paid to the
Directors of the Company, except sitting fee for attending the
meetings of the Board/ Committees held from time to time.
The remuneration of Chairman & Managing Director of the
Company has been determined by the Central Government
in the Ministry of Corporate Affairs. Hence, there is no formal
policy in place in respect of appointment and remuneration
of Directors in view of the matters being under the control
and supervision of the Hon''ble Supreme Court.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing criteria
for determining qualifications, positive attributes, and
independence of Directors, policy relating to remuneration
to Directors, Key Managerial Personnel and Senior
Management Personnel of the Company have been disclosed
in the Corporate Governance Report, which may be read as
an integral part of the Board Report.

Directors'' Responsibility Statement

Subject to the Audit qualifications raised by the Statutory
Auditors, findings of the investigations by different
Investigating Agencies and decisions by different Courts
of competent jurisdiction, the Directors confirm in terms of
section 134 (5) of the Companies Act, 2013 that:

(i) While preparing the Annual Accounts for the year
ended 31^st March, 2025, the applicable accounting
standards have been followed, along with proper
explanations relating to material departures;

(ii) The Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as on 31^st March, 2025 and of the loss of the
Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care
for the 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 fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on an
on-going concern basis;

(v) The Directors, as a part of the new Management,
propose to lay down sound internal financial controls
to be followed by the Company and that such internal
financial controls would be adequately commensurate
with the size of its operation and business; and

(vi) The Directors, as a part of the new Management,
would endeavour to devise proper system to ensure
compliance with the provisions of all applicable
laws and that such systems would be adequate and
operationally effective.

Details in respect of frauds reported by Auditors under sec¬
tion 143 (12) of the Companies Act, 2013, other than those
which are reportable to the Central Government

To the best of our knowledge and belief and subject to
the (i) outcome of the ongoing investigations by various
Investigating Agencies pertaining to transactions conducted
during the period of the erstwhile Management or even
otherwise, having cascading impact, (ii) outcome of the
cases pending in Courts of competent jurisdiction, and (iii)
Audit qualifications, no frauds were reported by the Auditors
under section 143 (12) of the Companies Act 2013, for the
year under review.

Auditor and Auditors'' Report

The Members of the Company appointed M/s GSA &
Associates, LLP, Chartered Accountants (FRN 000257 N/
N500339), as Statutory Auditors of the Company in the 50^th
Annual General Meeting, for a period of five years till the
conclusion of 55^th Annual General Meeting.

Auditors'' Report - Qualified Observations
Management Response to Independent Statutory Auditor''s Report on the Audited Standalone Financial Results of M/s Unitech Limited for the Quarter and Financial Year ended 31.03.2025
Sr. No.	Auditor''s Qualifications	Management''s Response
1.	Resolution Framework We draw attention to Note no. 4 of the Audited Standalone Financial Results, 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.	The points mentioned herein are informatory in nature and the Management has no further comments to offer on the same.
2.	Material uncertainty related to going concern We draw attention to Note no. 5 of the Audited Standalone Financial Results wherein the management has represented that the Audited Standalone Financial Results 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, 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.	The Management has already stated its position in the Resolution Framework submitted in the Hon''ble Supreme Court on 15.07.2020, followed by updated versions submitted on 05.02.2021 and on 08.08.2022, wherein the Hon''ble Supreme Court has been prayed to grant certain concessions and reliefs so that the Company is able to fulfill its obligations towards the construction and completion of projects and meet other liabilities. The reasons for opting against winding up the Company or its reference under IBC have fully been explained in the application filed for submission of the Resolution Framework. The Management is hopeful that as per mandate given by Hon''ble Supreme Court, the company would be able to generate sufficient funds to complete the projects as per timelines notified in the award of contracts and, accordingly, no material uncertainty exists in the Company continuing as a going concern. As such, expressing doubts about the Company as an ongoing concern is rather pre-mature at this stage.

Sr. No.	Auditor''s Qualifications	Management''s Response
	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.
3.	Impairment Assessment 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 Results. (refer Note 6 (v) of the Audited Standalone Financial Results).	Unitech Limited has 185 Indian Subsidiary Companies out of which 08 subsidiary Companies had been struck off by the Registrar of Companies, NCT Delhi and Haryana. The Management moved the National Company Law Tribunal (NCLT) for revival of the struck off subsidiaries. As on date, all the subsidiaries have been ordered to be revived. M/s Unitech Power Transmission Limited, ceases to be a subsidiary company of M/s Unitech Limited w.e.f. 13th March, 2025 in terms of Share Purchase Agreement executed on 11th March, 2025 amongst M/s Unitech Ltd, six subsidiary companies (holding 10 shares each jointly with M/s Unitech Ltd.), M/s Unitech Power Transmission Limited and M/s Auro Infra Private Limited. The Share Purchase Agreement was executed pursuant to the approval of Hon''ble Supreme Court vide its orders dated 11.12.2024 at a price of Rs 5089.00 lakh on "as-is-where- is-whatever-is" basis. The progress in audit of accounts of these 185 subsidiaries is as under: (a) Statutory Auditors appointed in respect of 162 Indian subsidiary companies so far and statutory audit in respect of 53 subsidiaries is up to date; (b) Appointment of Statutory auditors under progress in case of 10 subsidiaries; (c) For the remaining 13 Subsidiaries, wherein there is a substantial foreign investment, necessary steps are being taken by the Company in this regard. As regards 32 foreign subsidiaries along with Libya Division and 03 foreign JVs, the management has listed down their available details. These are as under: (a) Audited Balance Sheets of 04 foreign subsidiaries, 02 foreign JVs, and that of Libya Division are not available with the Company.

Sr. No.	Auditor''s Qualifications	Management''s Response
		(b) For rest of the Companies, the last audited available Balance Sheets are those of 31.03.2017 except for two Companies whose available Balance Sheets are those of 31.03.2010 and 31.03.2016. Moreover, it is pertinent to mention that, as per information available to the new management, the Central Investigating Agencies are believed to be engaged with the issues pertaining to these entities. The matter regarding investment in Carnoustie Management Pvt Ltd (CMPL) and CIG is under investigations by the Investigating Agencies and the Enforcement Directorate (ED) has issued various attachment orders. The Management has included the transactions with CMPL and CIG as "avoidable" in the Resolution Framework submitted before the Hon''ble Supreme Court. It is pertinent to mention here that Unitech Limited has also filed an IA in the Hon''ble Supreme Court for the recovery of the investments made in CMPL, which has been heard but the order is awaited. However, keeping in view the investigations being carried out by the ED, approval of the Provisional Attachment Orders (PAOs) by the Adjudicating Authority and the ED having filed Prosecution Complaints before the Special Court under the PMLA, the Company is left with no option but to await the final outcome in these matters. In view of the position explained above, it is neither possible nor feasible at this stage to undertake any impairment assessment. The impairment assessment can be got conducted by the company through some expert in accordance with applicable Accounting Standards (Ind As 36), only after having in possession the complete details / documents/ reports etc.
4.	Fair Value of estimated loss allowance on loans and	All available information/ details/ documents in possession of the Management stand provided to the Statutory Auditors. However, the fair estimation w.r.t. the recognition of fair value of the estimated loss allowance on loans given by the erstwhile management to subsidiary companies, joint ventures and associates and trade receivables from subsidiary companies, joint ventures and associates, is not feasible as of now, because of the ongoing investigations by the ED, and the ED having filed charge-sheets before the Adjudicating Authority under PMLA and the matter being sub-judice. This job will be completed by engagement of experts only after the final verdicts are available from the Hon''ble Court(s).
	trade receivables 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''. (refer Note 6(vi) of the Audited Standalone Financial Results). 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.

Sr. No.	Auditor''s Qualifications	Management''s Response
5.	CorDorate and Bank Guarantees We draw attention to note 20 of Audited Standalone Financial results which contains details of corporate and bank 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. 1365,44.58 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	There are a number of secured, unsecured and operational creditors qua the company and its subsidiaries, JVs and other affiliates. Further, the Company and promoters have also given various kinds of Guarantees, including Bank Guarantees and Corporate Guarantees, the lists whereof (to the extent of availability of records), surviving or matured, have been shared with Statutory Auditors. However, it may not be possible to vouchsafe at this stage that these are the only Guarantees given by the Company. The issues pertaining to secured, unsecured and operational creditors have been covered in Chapter-3 of the Resolution Framework (RF). Apart from seeking various reliefs and concessions qua such creditors, the RF also contains a provision on invitation of Claims and settlement thereof (3.2). These issues have yet not been adjudicated by the Hon''ble Supreme Court. Hence, it is neither possible nor feasible at this stage to undertake any impairment assessment of secured creditors, and/ or Corporate Guarantees till these related issues are crystallized and settled by the Hon''ble Supreme Court. Likewise, some of the investments/ advances made by the company are a subject matter of investigations being conducted by various Central Investigating Agencies.
6.	Advances for purchase of land and Investments The Management of the Company has not conducted any impairment assessment for the investments made and advances given for purchase of land by the erstwhile management in unrelated companies/ entities having aggregate carrying value of Rs. 614,88.20 lakhs and Rs. 312,90.99 lakhs respectively, 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 6(v) of the Audited Standalone Financial Results).	As already stated, various issues (including the investments made and advances given for purchase of land by the erstwhile management in unrelated companies/ entities) as mentioned in Resolution Framework have yet not been adjudicated by the Hon''ble Supreme Court. Hence, it is neither possible nor feasible at this stage to undertake any impairment assessment of investments made and advances given for purchase of land by the erstwhile management till these related issues are crystallized and settled by the Hon''ble Supreme Court. Likewise, some of the investments/ advances made by the company are a subject matter of investigations being conducted by various Central Investigating Agencies.
7.	Amount recoverable from GNIDA 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 results. (refer Note 13(iii) of the Audited Standalone Financial Results).	It is a statement of fact that the said balance is subject to confirmation/ reconciliation. Attention in this behalf is invited to the Orders dated 01.02.2023 of the Hon''ble Supreme Court wherein it has been held that the determination of dues of Noida, (including those of GNIDA) would be taken up separately after hearing the Government appointed Board and the Authorities.

Sr. No.	Auditor''s Qualifications	Management''s Response
		The latest progress with regard to the issues pending between Noida and Greater Noida Authorities and Unitech Group, is that the Hon''ble Supreme Court, vide its order dated 18.12.2024, requested Hon''ble Justice (Retd.) Abhay Manohar Sapre, a former Judge of the Supreme Court, to make an attempt to amicably resolve the issues of outstanding dues and possession of allotted land between Noida/ Greater Noida Authorities and the Unitech. Pursuant thereto, meetings have been held at the level of Justice (Retd.) A.M. Sapre wherein some of the issues have been partially resolved. However, there has been no progress on the issue of outstanding dues. The Hon''ble Supreme Court, vide its latest orders dated 21.05.2025, has directed NOIDA "to submit its claims before the Court within four weeks. The Unitech Ltd. may submit its counter reply within two weeks thereafter. Post this application on 21.08.2025 for final determination and quantification of dues payable by Unitech Ltd. to NOIDA".
8.	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 6 (i) of the Audited Standalone Financial Results).	The variations amounting to Rs 934.15 lakhs were observed between the Balance as per books of Accounts vis-a-vis as per Supreme Court''s Registry in Financial Year 2022-23. It has been taken up with the Supreme Court Registry repeatedly and will be reconciled as soon as the relevant information is received from the Registry.
9.	Outstanding balances oendina for Reconciliation/ Confirmation 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 Results are not ascertainable and hence, we are unable to express an opinion on the same. (refer Note 7 of the Audited Standalone Financial Results).	It is stated that as per Standards on Auditing (SA)-505 prescribed by the Institute of Chartered Accountants of India (ICAI), the process of external confirmation is to be initiated by the Statutory Auditors for directly obtaining the evidence from the confirming parties at their level. However, the Management would initiate and follow¬ up on this exercise keeping the Statutory Auditors in loop with respect to the outstanding balances as on 31.03.2025. It would therefore be appropriate that the Statutory Auditors take up external confirmations based on random sampling basis since obtaining confirmation from all the parties would be a time-consuming exercise.
10.	Refer Note 7 & 11 of Standalone Financial Statements:- (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 7 of the Audited Standalone Financial Results).	(a) The Government appointed Board of Directors has already submitted its Resolution Framework (RF) before the Hon''ble Supreme Court on 16.07.2020, followed by updated versions dated 02.05.2021 and 08.08.2022, wherein the Company has sought various reliefs on account of penalties, interest liabilities etc., among others, due to be paid by the company to the Statutory Authorities, Banks, Financial Institutions etc. Since a definite view on various reliefs sought in the RF is yet to be taken by the Hon''ble Supreme Court, it is not feasible at this stage to assess the overall impact of its outstanding statutory liabilities.

Sr. No.	Auditor''s Qualifications	Management''s Response
		However, the New Management is committed to make the company compliant in terms of various provisions contained in the Companies Act 2013 and other related Acts, Rules, Regulations etc. In the latest progress, it is intimated that Hon''ble Supreme Court vide its orders dated 5th March, 2025/ 17th March, 2025 directed the Registry to release the amount of Rs. 23,04,97,766/- towards deposit of TDS in respect of ex-employees/ other employees for five Financial Years (2015-16 to 2019-20) under section 192 of Income Tax Act, 1961. The company has deposited the amount in 05 different challans, filed correction statements and complied with the directions issued by the Hon''ble Court by 31st March, 2025.
10(b)	Default in reDavment of Public Deposits We draw attention to Note no. 11 of the Audited Financial Results 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 the 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.	This issue has duly been explained in Chapter 8 of the Resolution Framework (RF) submitted to the Hon''ble Supreme Court and the Company shall take action as per the directions of the Hon''ble Court in this behalf. The New Management neither processes any such case nor is it authorized to do so till the Hon''ble Supreme Court takes a decision in this matter. It is, however, clarified that disbursement to some of the fixed deposit holders (Sr. Citizens on a pro-rata basis) has been made through the Ld. Amicus Curie on the directions of the Hon''ble Supreme Court issued from time to time in the past. The details of amount disbursed to the FD holders directly from the Registry have been received in the Company on 22.11.2022 and the amount of disbursal is being captured in the books of accounts and reconciled. Further refund of another amount of Rs. 19.02 Crore has been approved by the Hon''ble Supreme Court vide its various orders for refund of principal amount of FDs to the depositors on grounds of Medical Exigencies. As on 31.03.2025, the Company has already released an amount of Rs. 18.07 Cr. to 633 out of 713 FD holders. The remaining cases are pending for want of receipt of requisite papers from the concerned Depositors. As such, out of a principal amount of Rs. 579.92 Crore in deposits in the FDs, an amount of Rs. 50.79 Crore stands refunded in terms of orders issued by the Hon''ble Supreme Court from time to time.

Sr. No.	Auditor''s Qualifications	Management''s Response
10 (c)	Reconciliation of InDut Credit Receivable 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.	Due to various litigations, notices from GST Department, non-availability of old data/ records and non¬ compliances during the period of erstwhile management, cancellations and restorations of various GST Numbers and other complex issues, there are serious difficulties in completing the reconciliation process. Despite various challenges, the Reconciliation Process has been initiated during FY 2024-25. The Input Tax Credit is being claimed in GSTR-3B on monthly basis as per GSTR-2B and the reconciliation will be completed at the time of filing of Annual Return.
11	Balance Confirmations on Loans from Lenders 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. 10,088,38.71 lakhs (including interest accrued of Rs. 6,645,97.71 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 9 of the Audited Standalone Financial Results).	The total financial liability of Unitech Group has been captured in Annexure C of the Resolution Framework (RF) submitted before the Hon''ble Supreme Court. A total of 19 lenders, including Banks and ARCs have filed 65 cases in various DRTs, namely, New Delhi (DRT- 1), Chandigarh, Chennai, Kolkata, Mumbai, Lucknow and Allahabad. In view of the moratorium granted by the Hon''ble Supreme Court, all these cases have been ordered to be adjourned sine die. Various lenders have also filed IAs in the Hon''ble Supreme Court, which are pending consideration. Since the matter has already been covered in the Resolution Framework, the determination and final payment of principal amount and/ or interest thereon shall be made only in accordance with the decision of the Hon''ble Supreme Court in this behalf. However, the Hon''ble Supreme Court vide its order dated 16.01.2025 has asked the applicant-banks/ financial institutions to engage in dialogue with the Management of Unitech Limited and explore the possibility of One Time Settlement (''OTS'') in furtherance of the interest of the parties. The company is providing for interest payable to Banks/ Financial Institutions based on the loan statements to the extent available and the balances are matching with statements. As far as process of confirmation of balances is concerned, it is stated that as per Standards on Auditing (SA)-505, prescribed by the Institute of Chartered Accountants of India (ICAI), the process of external confirmation is to be initiated by the Statutory Auditors for directly obtaining the evidence from the confirming parties at their level.

Sr. No.	Auditor''s Qualifications	Management''s Response
12	Revenue from Real Estate Projects (IND AS 115) We draw attention to Note no. 6(vii) of the Audited Standalone Financial Results, 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.	(i) The Company recognizes revenue over time if one of the following criteria of Paragraph 35 of Ind AS 115 is met, particularly 35 (c), 36 and 37, as given below: (a) Paragraph 35 (c): the entity''s performance does not create an asset with an alternative use to the entity (paragraph 36) and the entity has an enforceable right to payment for performance completed to date (paragraph 37). (b) Paragraph 36: An asset created by an entity''s performance does not have an alternative use to an entity if the entity is either restricted contractually from readily directing the asset for another use during the creation or enhancement of that asset or limited practically from readily directing the asset in its completed state for another use. The assessment of whether an asset has an alternative use to the entity is made at contract inception. After contract inception, an entity shall not update the assessment of the alternative use of an asset unless the parties to the contract approve a contract modification that substantively changes the performance obligation. (c) Paragraph 37:- An entity shall consider the terms of the contract, as well as any laws that apply to the contract, when evaluating whether it has an enforceable right to payment for performance completed to date in accordance with paragraph 35(c). The right to payment for performance completed to date does not need to be for a fixed amount. However, at all times throughout the duration of the contract, the entity must be entitled to an amount that at least compensates the entity for performance completed to date if the contract is terminated by the customer or another party for reasons other than the entity''s failure to perform as promised. (ii) Following points are also considered by the company at the time of Revenue Recognition under POCM: (a) The company has an enforceable right to claim the payment from Customer for performance completed which has been agreed by customers in the Agreements to Sell (Builders-Buyer Agreements).

Sr. No.	Auditor''s Qualifications	Management''s Response
		(b) The Company cannot change or substitute the residential/ commercial unit specified in the Builder-Buyer Agreement ("The contract") entered with the customer, and thus the customer could enforce his/ her rights to the residential/ commercial unit if the Company sought to direct the asset for another use. In the opinion of the Management of the Company, the contractual restriction is substantive, and the real estate unit does not have an alternative use to the Company. (c) Further, the Company has the right to claim the instalments of the Residential/ Commercial properties from the buyers based on the milestones given in Builder-Buyer Agreement and in case of defaults by the customers, the said unit is not freely transferrable to another customer. The unit is not available for alternate use of the Company until cancelled. (d) In certain cases, buyers of the property have availed bank finance against the property purchased by them and the Company has entered into the "Tripartite Agreement". Under this arrangement, the Company has given all original documents to the Bank. It indicates that the Company is not having any alternate use of the property sold to the buyer and the buyers have full right over the property purchased from the Company till the time, the buyers commit any breach towards the bank and/ or does not repay its dues to the Bank in full or in part and/ or the buyers commit breach of agreement with the Company. (iii) Customer i.e. buyer of the unit is the beneficial owner of the unit purchased from the Company and is entitled to avail the loan from Banks. In the event of defaults by Customer in repayment of any instalment, the Company has the right to cancel the allotment and forfeit the entire amount of Earnest Money deposited by the allottee and the allottee shall be left with no right or lien on said property and the developer i.e. Company shall be free to sell the same to any other person in its sole discretion as it may deem fit. In the opinion of the Company, customer i.e. buyer of the unit is the beneficial owner of the unit purchased till the time of cancellation of the allotment of the unit on account of defaults in repayment schedule of the installments agreed in Builder Buyer''s agreement.

Sr. No.	Auditor''s Qualifications	Management''s Response
		(iv) We have relied on the clarification issued by ICAI on 20th July 2018 w.r.t. Revenue from Contracts in context of Real Estate Sector wherein it was clarified that Ind AS 115 does allow recognition of revenue using Percentage of Completion Method (POCM). (v) Prior to FY 2020-21, there was no qualification on revenue recognition under POCM by the earlier statutory auditor.
13.(a)	Reconciliation of advance received from Homebuyers 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.	The Commercial Division and the IT Division have complete data available on the amount received from the customers and the balance receivables from them in respect of each of the units sold. As a matter of fact, the customers are also being allowed access to their individual Accounts Ledgers in a phased manner as the management raises demands for balance payments on an ongoing basis as per the Revised Payment Plan approved by the Hon''ble Supreme Court. As a step towards Reconciliation, the Management is getting about all the 16,000 odd files audited and the assignment has already been given to a professional firm. Once the scrutiny of files is completed, the issue of reconciliation can be addressed. It is a time-consuming exercise and the reconciliation process will be initiated in a phased manner as soon as the audited details are completed and made available. As a matter of fact, the exercise has already been completed in respect of three Projects and the required corrections simultaneously being made in the customer database.
13.(b)	PIP Reconciliation: Other Current Assets includes "Amount incurred in project in progress (on which revenue is not recognized)" 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.	There are about 17,700 homebuyers across 74 residential and 10 commercial projects where construction had been lying stalled/ at various stages of constructions. These units are to be completed and handed over to the homebuyers. The entire exercise is being carried out under the overall guidance and supervision of the Hon''ble Supreme Court. As such, the Management will be in a position to assess the impact thereof only in due course of time after the Projects are completed and handed over. Moreover, the Company is in the process of identification of onerous projects, based on the Lease Deeds/ Licenses of the various projects covered under One Particular License/ Lease Deed. The company is hopeful to sell unsold properties at current market value, which would cover substantial portion of the deficit of onerous projects by the surplus projects covered under one Lease Deed/ License.

Sr. No.	Auditor''s Qualifications	Management''s Response
13 (c)	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 results. Due to the above-mentioned reasons, we are unable to express an opinion on its consequential impact on the standalone financial results.	There are about 17,700 homebuyers across 74 residential and 10 commercial projects where construction had been lying stalled/ at various stages of constructions. These units are to be completed and handed over to the homebuyers. The entire exercise is being carried out under the overall guidance and supervision of the Hon''ble Supreme Court. As such, the Management will be in a position to assess the impact thereof only in due course of time after the Projects are completed and handed over.
14.	Physical Verification of its Property, Plant and	The Company has initiated a series of steps for getting the physical verification done through the Company''s existing staff. Although a substantial portion of physical verification has been covered, the reconciliation part, however, remains pending, which is likely to be completed in the next about 6 months'' time. It is submitted that after the reconciliation part is completed, the physical verification on year-end basis in future would be conducted regularly to have proper control and to address the observations of the Statutory Auditors.
	Equipment (PPE) We draw attention to note no 6(iii), 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 results.
15.	Impact of Litigations We draw attention to note 20(l) of standalone financial results 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 cases and completeness of disclosure of contingent liability made by the company in the standalone financial statements.	The financial impact of litigations can be ascertained only after the final verdict is pronounced by the Hon''ble Supreme Court/ various forums on all the litigations.

Additional Qualifications:
1.	Non-comoliance of Schedule III The Company is not able to provide/ substantiate details of following disclosures required under the provisions of Schedule III of Companies Act, 2013: (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) Utilisation of borrowed funds; (d) Ageing for trade receivables; (e) Ageing for trade payables; (f) Details related to creation/ satisfaction of charges;	(i) After the new Management took over pursuant to the order dated 20.01.2020 passed by the Hon''ble Supreme Court, the Company has been making efforts to collect the title papers of pan-India land parcels held by Unitech Group and kept them in the safe custody in the Central Record Room at Gurugram. (ii) The issue of reconciliation of land parcels between the Land Division and the Accounts Division has been taken in hand since a large number of landholdings have been charged or mortgaged by the erstwhile Management and, therefore, the reconciliation thereof becomes very important. This exercise is under process, and details thereof would be shared with the statutory Auditors, in due course of time, for their reference. (iii) The delay in reconciliation has primarily been because of the problems inherited by the new Management. (iv) The new Management has no details of benami property, which is a subject matter of investigations by the Investigation Agencies. (v) No funds have been borrowed by the Company from any Bank or Financial Institution after the new Board of Directors has taken over. As far as the funds borrowed prior to the appointment of new Board of Directors are concerned, the specific details about their utilization are not available in the Company and this aspect is also being looked into by the Central Investigating Agencies.

Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies
Act, 2013, read with rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors of the Company in its meeting held
on 13.11.2024, appointed CS Kiran Amarpuri, Company
Secretary in Practice (CP No. 7348), to conduct the Secretarial
Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year 2024-25
(Form MR-3) submitted by the Secretarial Auditor is annexed
herewith at Annexure-1, which may be read as an integral
part of the Board Report.

The response of your Directors to the observations made by
the Secretarial Auditor is as follows:

Sr. No.	Observations of the Secretarial Auditor	Response of the Management
1.	The Company has failed to repay deposits accepted by it including interest thereon before the commencement of Companies Act, 2013. The matter of fixed depositors is pending before the Hon''ble Supreme Court and the principal amount of deposits are being repaid in accordance with the directions of the Hon''ble Supreme Court.	The matter related to Fixed deposits is being governed under the directions of the Hon''ble Supreme Court. The Company has not accepted or re-paid any FD at its own level.
2.	The Company has been generally filing the forms and returns with the Registrar within the prescribed time. However, there have been few instances where there have been delays in filing. The Company has failed to file Return of Deposit in Form DPT-3.	The Company is in the process of compiling the required details prescribed for filing of e-form DPT-3 and this non¬ compliance will be rectified by 30th September, 2025.
3.	The Board of Directors consist of less than 6 Directors in contravention of regulation 17 (1) (c) of SEBI (LODR) Regulations, 2015.	(i)	All the Directors on the Board of M/s Unitech Limited have been appointed by the Union of India (Ministry of Corporate Affairs), with the prior approval of Hon''ble Supreme Court, granted vide its Orders dated 20.01.2020 and 13.10.2022.
		(ii)	The process for the appointment of one more Director on the Board of M/s Unitech Limited has already been initiated by Union of India (Ministry of Corporate Affairs) and the same is pending consideration of the Hon''ble Supreme Court.
		(iii)	The Ministry of Corporate Affairs has, vide its letter No. F.N.10/1/2020-Legal dated 21.05.2024, directed the Regional Director (Northern Region), Ministry of Corporate Affairs, to move an application before the Hon''ble Supreme Court for seeking its approval for the appointment of one more Director on the Board of M/s Unitech Limited.
		(iv)	The above facts have also been captured in the Secretarial Compliance Report of M/s Unitech Limited filed with the National Stock Exchange of India Limited (NSE) and BSE Limited on 30.05.2025 for the FY 2024¬ 25.

Sr. No.	Observations of the Secretarial Auditor	Response of the Management
4.	The action of continuation of trading in securities in ''z'' category for non-filing of financial results was initiated by the Stock Exchanges.	(i) The present Management of the Company had taken up the issue with the Stock Exchanges for waiver of fines/ penalties and for moving the scrip of the Company from "Z" category to "B" category for having taken appropriate steps in becoming fully compliant qua all the statutory filings. In this respect, various communications (which are also uploaded on the Company''s website for the information of investors and other stakeholders) had been exchanged between the new Management, the SEBI, Stock Exchanges as well as the Ministry of Corporate Affairs (MCA). (ii) The CMD, Unitech Group, had also written letters in this behalf to the Chairman, BSE Limited (BSE) and the Chairman & Managing Director, National Stock Exchange of India Ltd. (NSE) in October, 2024. They were informed that the current Management had taken a series of steps for rectification of non-compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which had been inherited from the erstwhile Management. (iii) It is also apprised that a letter dated 27.03.2025 was sent by the Deputy Director, Legal & Prosecution Division, Ministry of Corporate Affairs, to the BSE Limited requesting the BSE to consider the waiver application moved by M/s Unitech Limited and take necessary action at their end, as deemed fit. Accordingly, the BSE Limited requested the NSE to look into the matter. The matter is pending with the Stock Exchanges.
5.	There are instances of legal cases filed against the Company under the various laws applicable to the Company. These cases are filed with various courts of the Country. Moratorium on all the proceedings against the company is continued in terms of order of Hon''ble Supreme Court dated 20.01.2020	The Hon''ble Supreme Court has, vide its order dated 20.01.2020, granted moratorium against the institution of proceedings, continuation of the existing proceedings and enforcement of the orders that may have been passed against the Company. The aforesaid order reads as under: "(vii) Pending further orders of this Court, there shall be a moratorium against the institution of proceedings against Unitech Limited and its subsidiaries. The moratorium shall also extend to existing proceedings against the company as well as enforcement of orders that may have been passed against the company."
6.	With regard to the unclaimed and unpaid amounts pertaining to matured deposits and interest accrued thereon, the Company has informed us that a number of depositors have put in claims which are pending before various judicial fora for the matured deposits and interest accrued thereon. The amount which was due to be transferred to IEPF Fund with respect to unpaid and unclaimed matured deposits and interest thereon, which is outstanding for a period of seven years from the date they became due for repayment, have not been transferred to IEPF Fund constituted under Section 125 of the Companies Act, 2013.	Chapter 8 of the Resolution Framework deals with the subject of Fixed Deposits, which is awaiting final adjudication from the Hon''ble Supreme Court. However, the fact that they would only be paid the Principal Amount (without any interest) has already been accepted by the Hon''ble Supreme Court while allowing refunds to the FD holders from time to time on grounds of Medical Exigencies. The amount of repayment is also released by the Registry of the Hon''ble Court from out of the deposits lying with the Registry on Unitech''s account. The Company has not accepted or re¬ paid any matured FD amount at its own level.

Particulars of Loans, Guarantees or Investments

Particulars of Loans and Guarantees given or Investments
made under section 186 of the Companies Act, 2013, are
given in the respective Notes to Standalone Financial
Statements.

Contracts or arrangements with Related Parties under
section 188(1) of the Act

With reference to section 134 (3) (h) of the Companies Act,
2013, the Related Party Transactions (RPTs) under section
188 of the Companies Act, 2013 and regulation 23 of the
Listing Regulations were placed before the Audit Committee
and the Board. All contracts/ arrangements/ transactions
made by the Company during the relevant year with the
Related Parties were in the ordinary course of business and
on an arm''s length basis.

As detailed in Note No. 43 of Standalone Financial Statement,
the Company has not entered into any transaction with
Related Parties during the year under report, which could
be considered material in accordance with the policy of the
Company on materiality of Related Party Transactions. In view
of the same, giving particulars of contracts or arrangements
with the Related Parties in Form AOC-2 is not required for
the year under review. The Company has framed a policy
on dealing with Related Party Transactions and the same is
available at Company''s website www.unitechgroup.com.
Your Directors draw your attention to Note No. 43 to the
Standalone Financial Statement, which sets out the related
party disclosures.

The State of the Company''s Affairs

1. The Members are informed that the Company has a
total of 74 incomplete residential and 10 commercial
projects at 11 pan-India locations in 7 states. The
Management has initiated the construction activities
in 51 residential and commercial projects. In case
of all other projects, the requisite pre-construction
processes and statutory approvals are under process,
some of which are pending directions from the Hon''ble
Supreme Court.

2. One major cluster of projects is at Gurugram (Haryana)
accounting for about 7,000 Homebuyers in various
projects. The Management has been able to obtain the
requisite approvals (like renewal of licences, additional
licenses, approval of layout and zoning plans, building
plans and Occupation Certificates) from the Department
of Town & Country Planning, Haryana in respect of
majority of these projects from time to time. The issue
of renewal of License in respect of the Rewari Project
is still pending consideration of the Hon''ble Supreme
Court.

The Environmental Clearance in respect of only one
project in Gurugram (Uniworld Resorts) is still under

process due to the non-constitution of the State
Expert Appraisal Committee (SEAC) and the State
Environment Impact Assessment Authority (SEIAA) by
the State Government of Haryana. It is pertinent to note
that the works at a number of projects in Gurugram,
Ambala and Mohali have already commenced on the
ground.

3. The Projects at Kolkata, Chennai and Bengaluru have
not been able to take off due to pendency of grant
of approvals of the competent authorities qua the
Layout Plans, Building Pans and the ECs in case of
these projects even though contracts have already
been awarded for certain parts of these projects.
The Management is vigorously following up with the
respective State Authorities in this respect. In case of
Kolkata Project, however, the bottleneck with respect
to the approval of Plantation Plan, which is a kind of
NoC and is held-up for a long time. Likewise, the grant
of Environment Clearance (EC) is also held up with the
SEAC/ SEIAA. The Management now plans to place
the matter before Hon''ble Supreme Court for required
directions to the concerned authorities.

4. In the case of Noida based projects, which account
for the second largest cluster of Homebuyers after
Gurugram, there have been significant developments.
In compliance of the directions of the Hon''ble Supreme
Court dated 01.02.2023, the new Management of
Unitech Group uploaded the Revised Layout Plans
in respect of Sector 96-97-98, Noida on OBPAS (the
designated portal of Noida Authority) on 08.02.2023.
Similarly, revised building plans in respect of the project
at Sector-113, Noida were uploaded on 08.02.2023. The
Revised Building Plans in respect of Sector-117, Noida
were submitted vide application No. 2023/02/08/8434.
Despite having obtained the clearances required prior
to the approval of the Building Plans, Noida Authority
was reluctant to approve the Layout Plan/ Building Plan
in respect of Noida-based projects. As such, the matter
was referred to the Hon''ble Supreme Court once again.
The same was deliberated upon by the Hon''ble Court
in its various hearings held on 09.10.2023, 03.11.2023
and 12.04.2024. Further, after the final direction was
issued by the Hon''ble Court on 26.04.2024, the Layout
Plans and Building Plans were approved/ re-validated
in respect of parts of the projects on 30.05.2024 by
the Noida Authority. Thereafter, the Environment
Clearance (EC), Consent to Establish (CTE) and other
statutory clearances were also obtained from the
respective Competent Authorities. This has helped the
Company to commence work on all the three projects
qua the areas already sold to the Homebuyers. It is
apprised that the Unitech Management made a further
submission before the Hon''ble Supreme Court for

approval of plans for the balance area of the project
land vide IA No. 241599/ 2024. The matter was heard
by the Apex Court and has directed the Noida Authority
to approve the pending Layout Plans/ Building Plans
in respect of the Noida-based projects vide its order
dated 21.05.2025. Accordingly, a representation was
submitted to the Noida Authority on 02.06.2025 and the
said matter remains under consideration by the Noida
Authority. Further, all observations raised by the Noida
Authority on 02.06.2025, 13.06.2025 and 11.07.2025
have also been replied to by the Company, which stand
cleared. However, the requisite approvals in respect of
the 03 Noida based Projects from the Noida Authority
are still awaited.

5. During the year under review, the matter of sale of
Unitech Power Transmission Limited (UPTL) was also
under consideration. As informed to the Members
earlier also, since the value offered by M/s Jakson
Limited was found to be the highest among all the
bidders, it was allowed to conduct Due Diligence as
per the process note prepared by E&Y in consultation
with UPTL to facilitate the highest bidder to submit its
Binding Offer on or before 17.06.2023. Eventually, the
Binding Term Sheet for an amount of Rs. 65 Crore was
received on 17.06.2023, along with a BG of Rs. 1.00
Crore. The highest bidder had subsequently agreed
to improve its offer to Rs. 67.00 Crore. The Board had
approved the proposal by Circulation on 11.08.2023.
However, the said transaction could not materialize as
M/s Jakson delayed the process and finally offered a
price of Rs. 47.50 crore, which was not acceptable to
the Company. Finally, they backed out from the deal.
Thereafter, the Management started exploring other
Investors and sought Expressions of Interest during
the FY 2024-25. Subsequent thereto, after the exit
of M/s Jakson Limited from the acquisition of UPTL,
two new Bidders, namely (i) M/s R&C Infraengineers
Private Limited, and (ii) M/s Auro Infra Private Limited
approached the Management and showed interest
in acquisition of 100% equity stake of UPTL. Since
the bid received from M/s Auro Infra Private Limited
(AIPL) was on the higher side i.e. Rs. 50.89 Crore, the
BoD of M/s Unitech Limited in its meeting held on
26.06.2024 approved the proposal for 100% equity
disinvestment of UPTL, at the negotiated price of Rs.
50.89 Crore on "as-is-where-is" basis in favour of M/s
Auro Infra Private Limited be subject to final approval
of the Hon''ble Supreme Court. Thereafter, the BoD of
M/s Unitech Limited in its meeting held on 08.08.2024
decided for going public by using the Swiss Challenge
Route so that by the time the Management submitted
its proposal for disinvestment of UPTL before the
Hon''ble Supreme Court, it would have already
exhausted the Swiss Challenge route also. Subsequent

thereto, the approval of the BoD of M/s Unitech Limited
was accorded on 13.09.2024 for the 100% equity
disinvestment of M/s Unitech Power Transmission
Limited (UPTL) at a price of Rs. 50.89 Crore on "as-
is-where-is-whatever-is-basis", in favour of M/s Auro
Infra Private Limited, pursuant to the Swiss Challenge
Method and subject to final approval of the Hon''ble
Supreme Court. Further thereto, an IA (No. 229159 of
2024) was filed on 30.09.2024 in the Hon''ble Supreme
Court, seeking its approval for the disinvestment of
UPTL to M/s Auro Infra Private Limited. The Hon''ble
Supreme Court approved the disinvestment of UPTL
vide its order dated 11.12.2024. Subsequently, the BoD
of M/s Unitech Limited in its meeting held on 17.01.2025
approved the proposal for 100% equity disinvestment
of M/s Unitech Power Transmission Limited (UPTL), at
a price of Rs. 50.89 Crore on "as-is-where-is-whatever-
is" basis, in favour of M/s Auro Infra Private Limited,
pursuant to the approval of the Hon''ble Supreme
Court vide its order dated 11.12.2024. The BoD in the
aforesaid meeting also approved the sale of the entire
shareholding of the Company in M/s Unitech Power
Transmission Limited, in favour of M/s Auro Infra
Private Limited, on such terms and conditions as set
out in the Share Purchase Agreement. In furtherance
thereto, the Share Purchase Agreement amongst M/s
Unitech Limited, six (06) subsidiary companies (holding
10 shares each jointly with M/s Unitech Limited), M/s
Unitech Power Transmission Limited and M/s Auro
Infra Private Limited was executed on 11.03.2025. The
consideration amount of Rs. 50.89 Crore has also been
received from M/s Auro Infra Private Limited via RTGS
on 11.03.2025 in the Pool Account of M/s Unitech
Limited and 100% equity shareholding of Unitech
Limited in UPTL has been transferred in favour of M/s
Auro Infra Private Limited on 13.03.2025. Further, AIPL
is now taking care of all the existing projects of UPTL
in line with the provisions contained in the SPA dated
11.03.2025.

6. The Hon''ble Supreme Court, vide its order dated

18.05.2022, appointed Justice (Retd.) A. M. Sapre
to be associated with every stage of tendering
process and that the same be carried out under his
supervision. Based on the ground-work done by PMCs,
it was estimated that about 130-135 Tenders would
be required to be floated for completion of all the 74
residential and 12 commercial projects. Since, it was
practically not possible to float all the Tenders in one
go, the Management decided to float these Tenders
in four to five Lots, each Lot comprising about 30-35
Tenders, as also submitted before the Hon''ble Supreme
court vide ATR-IV. As the Members are already aware,
the Unitech Management after seeking the approval of
the BoD and Justice (Retd.) A.M. Sapre in the month of

December 2022, floated a total of 35 Tenders as part
of Lot-1 on 02.01.2023. After the completion of Bid
Management process and approval of BoD and Justice
Sapre, a total of 15 Tenders were submitted to the
Hon''ble Supreme Court seeking directions for award
of Contracts. Further, after the approval of BoD and
Justice (Retd.) A.M. Sapre, the Management floated 51
Tenders as part of Lot-2 on its website on 08.05.2023 and

09.05.2023. After the completion of Bid Management
Process for Lot-2 Tenders, a total of 34 Tenders were
approved by the BoD and Justice Sapre on 18.08.2023,
and the same were submitted in Hon''ble Supreme
Court for seeking their approval for awarding the
Contracts to successful Bidders. The Hon''ble Supreme
Court permitted the Unitech Management to award
contracts in respect of 49 (15 34) Tenders qua Lot-1
& Lot-2 on 03.11.2023. In furtherance to the aforesaid
order dated 03.11.2023, the Management uploaded the
list of these approved 49 Tenders at the Company''s
website on 04.11.2023 and issued Letters of Intent
(LoIs) to all the 23 Contractors to whom 49 Tenders of
39 Projects were awarded to comply with the requisite
formalities for signing the Contract Agreements.
Simultaneously, after seeking the approval of the BoD
in its meeting held on 26.10.2023, the company floated
55 Tenders as part of Lot-3 on 07.11.2023/ 08.11.2023.
After the completion of Bid Management Process for
Lot-3 Tenders, a total of 38 Tenders were approved by
BoD and Justice Sapre on 16.02.2024 and the same
were submitted in the Hon''ble Supreme Court for
approval for award of Contracts to successful Bidders,
which was allowed by the Hon''ble Court vide its orders
dated 26.04.2024. Similarly, the Management after
getting the approval of the BoD in its meeting held on

25.04.2024. floated 31 Tenders on 10.06.2024 as part
of Lot-4. After the approval of the BoD on 13.11.2024,
followed by the recommendation of Justice (Retd.)
A.M. Sapre on 28.11.2024, 23 Tenders were awarded
to successful L-1 bidders in December, 2024 pursuant
to the order dated 04.12.2024 of the Hon''ble Supreme
Court. Further, 17 Tenders were floated as part on Lot-
5 on 30.12.2024. Out of these 17 Tenders, 10 Tenders
were finalized/ approved to be awarded as part of Lot-5
in the meeting of the BoD held on 03.04.2025, subject
to the approval by Justice (Retd.) A.M. Sapre and the
Hon''ble Supreme Court. Justice (Retd.) A.M. Sapre
recommended the award of the aforesaid Tenders on

19.04.2025. The approval in this respect is still awaited
from the Hon''ble Supreme Court.

7. Separately, keeping in view that the works on various
structures of buildings left incomplete by the erstwhile
management had been lying stalled for a number of
years, it was decided to get Health Safety Audit of all
these buildings carried out from institutes of eminence.

The Hon''ble Supreme Court was also apprised about
the same through Action Taken report - III. Services
of IIT Roorkee were availed for this purpose for all
the under-construction buildings within NCR area, IIT
Madras for the projects at Bangalore and Chennai, and
Jadhavpur University for Kolkata based projects. In the
process, the Heath Safety Audit and proof-checking
of structure designs of a total of 179 Towers and 13
basements were carried out in respect of 27 Projects.
While the buildings have been found largely safe, the
experts have pointed out the need for carrying out
Retrofitting works to address the deficiencies observed
during these tests. Accordingly, a total of 28 Tenders
were floated for the Retrofitting Works along with the
general Lot-3 Tenders. Contracts have been awarded in
case of 25 Tenders pursuant to the approval of the BoD,
Justice Sapre and the Hon''ble Supreme Court. Reports
of the concerned institutes have also been uploaded
on the Company''s website. Further Lot-4 Tenders,
which comprised of 31 main and 07 Retrofitting
Tenders, were floated on 10.06.2024. However, no
Retrofitting Tender was awarded as part of Lot-4.
Subsequently, Lot-5 Tenders, comprising of 16 main
and 01 Retrofitting Tender, were floated on 30.12.2024
and after completion of the Bid Management process,
10 Tenders (including 01 Retrofitting Tender of
Cascades- Kolkata) of Lot-5 were approved by BoD in
its meeting held on 03.04.2025. After the approval of
the BoD, Justice (Retd.) A.M. Sapre gave his approval
for the same on 19.04.2025. Subsequent thereto, the
recommendation/ approval of Justice (Retd.) A.M.
Sapre has been submitted to the Hon''ble Supreme
Court and the award of contracts in case of 10 Tenders
of Lot-5 is awaiting approval from the Hon''ble Court.
The matter is likely to be heard on the next date of
hearing scheduled for 17.09.2025.

3. M/s Unitech Limited, in accordance with the directions
of the Hon''ble Supreme Court vide its order dated
03.11.2023, uploaded the Revised Payment Plan on
its website. The Revised Payment Plan, as approved
by the Hon''ble Supreme Court, envisages payment
of balance dues in quarterly installments linked with
the tentative completion schedule of the project, and
the last 5% payable at the time of offer of possession.
Further, the Hon''ble Supreme Court has held that any
delay in payment as per the Revised Payment Plan
would attract interest @9% per annum on the amount
of default for the period of default. The demand for
payment of balance dues is raised only after the works
are commenced at site. Further, as per the Hon''ble
Supreme Court directions dated 03.11.2023, para 6(iii),
the Homebuyers who change their options from Refund
to Possession and who had received partial refunds
earlier through the Registry/ Ld. Amicus Curiae, were to

repay the principal amount which was earlier refunded
to them within a period of eight (8) weeks of their opting
for Possession. Accordingly, the repayment of partially
refunded amount was to be made by 15.02.2024.
Further to the above, the Management of M/s Unitech
Limited, keeping in view the spirit of observations of
the Hon''ble Supreme Court during the hearing held
on 26.04.2024, decided to give a final/ last opportunity
to the Homebuyers continuing with Refund options to
change their options from Refund to Possession by
sending emails to this effect to the dedicated email
ID [e-mail] by or
before 2400 hours on 31^st May, 2024. A total of 1,954
Homebuyers had changed their options from "Refund"
to "Possession" till 31.05.2024, pursuant to the
directions of the Hon''ble Supreme Court issued vide
its orders dated 17.08.2021 and thereafter vide its order
dated 03.11.2023. As a result of the above, the Unitech
Group was left with a total of 1,657 Homebuyers,
who had not changed their options during the period
granted for the purpose. The details of these refund¬
seeking Homebuyers were uploaded on the website
of the Company on 12.09.2024. Subsequently,
the Management received representations from a
considerable number of Homebuyers requesting for
one more opportunity for the change of options from
"Refund" to "Possession". Considering their requests,
the Board of Directors decided to give one final and
last opportunity to the Homebuyers, for which a Public
Notice was uploaded on the website on 18.11.2024.
The Notice was also published in various leading
newspapers on 01.12.2024, namely, Times of India (all
editions), The Tribune (all editions), Dainik Jagran (Delhi
NCR edition), The Telegraph (Eastern Region), Deccan
Chronicle (Chennai Edition) and Bangalore Mirror
(Bangalore Edition). The Homebuyers were given
this last and final opportunity upto 31.12.2024. After
scrutiny of all the e-mails received on the designated
e-mail ID ([e-mail])
upto 2400 hrs on 31.12.2024, the Management was
left with a total of 1,065 Homebuyers, refund-seeking
Homebuyers. This list was published on the Unitech
portal on 07.02.2025. Subsequently, representations
from 15 Homebuyers providing documentary evidence
were submitted supporting their change of option from
"Refund" to "Possession" which were allowed. This
leaves a total of 1,050 Homebuyers in Refund category.

9. The Directors would like to apprise the Members that
refund to the tune of Rs. 83.80 Crore was recommended
by Justice A.M. Sapre in the case of 220 Homebuyers
on grounds of medical exigencies, which was also
approved by the Hon''ble Supreme Court vide its order
dated 13.10.2022. As on 31.03.2025, refunds to the
tune of Rs. 74.84 Crore have already been made to 198

homebuyers, with Rs. 8,95,14,959/- still remaining to
be disbursed, for which relevant papers have not been
received. Likewise, in the second round, refunds to the
tune of Rs. 13.85 Crore were recommended by Justice
A.M. Sapre in the case of 27 Homebuyers on grounds
of medical exigencies, which was also approved
by the Hon''ble Supreme Court vide its order dated

15.04.2024. Refunds to the tune of Rs. 9.99 Crore have
been disbursed to 21 homebuyers as on 31.03.2025.

10. The Management vide public notice dated 28.02.2025
published on the website of the Company had informed
the stakeholders that the Hon''ble Supreme Court had
directed the Company vide its order dated 06.02.2025
to invite applications for refund of the principal amount
from senior citizen Homebuyers, aged 75 years and
above, for processing their requests. Accordingly,
the Company invited applications from the refund¬
seeking Homebuyers who were senior citizens aged
75 years or above for the purpose, the eligibility
criteria being that the concerned Homebuyer should
be in the list of refund seeking Homebuyers and that
the applicant should be a senior citizen of 75 years or
more as on the date of submission of application. The
eligible Homebuyers could submit their claims on the
dedicated portal available on Unitech Group website.
The Company in accordance with the direction of the
Hon''ble Supreme Court was required to verify each
claim within four weeks of receiving the complete
application. If the claim was found to be valid, the
Unitech was required to submit the details thereof to
the Hon''ble Supreme Court for further directions. In
this regard, a total of five applications were received by
the Company till 31.03.2025, followed by another five
applications upto 31.07.2025. Refunds in these cases
are awaiting approval of Hon''ble Supreme Court.

11. The Members are apprised that only 7,595 out of a total
of 16,450 Homebuyers had registered/ updated their
contact details on the website as on 07.02.2024. A Public
Notice was uploaded on the website on 08.02.2024
calling upon the Homebuyers to update their contact
details. However, it was found that out of 16,450
Homebuyers, only 9,609 had updated their Contact
details on the system as on 15.10.2024. Accordingly,
another Public Notice was uploaded on the website
on 16.10.2024 requesting them to update their Contact
details by 30.11.2024, which was later extended up
to 31.12.2024, failing which the Management may
be constrained to treat the remaining Homebuyers
as non-existing Homebuyers and initiation of action
under the Benami Transactions (Prohibition) Act, 1988.
This Notice was also published in various newspapers
on 18.10.2024, covering all the locations of Unitech''s
projects under development. Pursuant to the above,
after taking into account (i) cancellation of units; and

(ii) corrections in the status of units in respect of which
possessions to the Homebuyers had already been
given earlier, the total number of Homebuyers now
stands at 15,755 out of which 12,312 had registered/
updated their Contact details on the website of the
Company as on 31.03.2025, leaving a gap of 3,443
Homebuyers who have still not updated their Contact
details.

12. The Members are apprised further that 59 statutory
approvals have been obtained for the Haryana based
projects, which were required to be in place prior to the
commencement of construction activities at various
projects across the state. A total of 24 approvals of
Environmental Clearances (ECs), Consent to Establish
(CTE) and Consent to Operate (CTO) pertaining to
Unitech''s pan-India projects have also been obtained.
Likewise, the new Management had also obtained 31
Labour Licenses for the projects, forming part of Lot-
1, Lot-2 and Lot-3 tenders, in respect of which the
contracts have been awarded.

13. The Members are also apprised that the new
Management had inherited from the erstwhile
Management the non-compliance pertaining to non¬
deposition of Tax Deducted at Source (TDS), which
had been deducted from the salaries of a large number
of ex-employees/ other employees for a period of
about 5 years, as stipulated in section 192 of Income
Tax Act, 1961. The total dues (principal amount) that
were required to be deposited with the Income Tax
Authorities were to the tune of Rs. 23.05 Crore. The
new Management had filed an IA before the Hon''ble
Supreme Court in this behalf and the Hon''ble Court
vide its order dated 17.03.2025 directed the Registry
to release the amount of Rs. 23,04,97,766/- into the
Bank Account of M/s Unitech Limited. After receiving
the aforesaid amount from the Registry of the Hon''ble
Supreme Court, M/s Unitech Limited deposited the TDS
amount through challans as required under applicable
law and filed the requisite correction statements with
the IT Department within the prescribed timelines.
Further, the Deputy Commissioner of Income Tax,
vide letter dated 08.04.2025, also confirmed that the
Company had complied with the directions of the
Hon''ble Supreme Court. The Company has also filed
a compliance report to the Hon''ble Supreme Court by
way of an affidavit.

Amount, if any, proposed to be carried to any Reserves

As the Company has been incurring losses since last several
years, no amount is proposed to be carried to any reserve
during the year under review.

Dividend

As your Company has incurred a net loss during the year
under review, your Directors have not recommended any

dividend for the year ended 31^st March, 2025.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

The details pertaining to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo of
the Company are enclosed herewith in Annexure-2.

Risk Management

The Risk Management Policy of the Company is in place and
has been updated and approved in the meeting of the Board
of Directors held on 13.07.2023. The objective of the policy
is to identify and assess the key risk areas, and to mitigate
risks, and monitor/ report effectiveness of the processes and
controls and advance action, which may need to be taken to
mitigate such risks.

Corporate Social Responsibility

The Company has not undertaken any CSR activities
during the year under review, since there is loss during the
preceding three financial years. The Annual Report on CSR
activities is attached herewith at Annexure-3, which may be
read as an integral part of the Board Report.

Internal Financial Control for Financial Statements

The Board of Directors have been reviewing the sufficiency
of existing internal control systems and assessing the
need to bring better financial control measures, which are
commensurate with the size of the business of the Company.

Audit and Risk Management Committee

The composition of the Audit and Risk Management
Committee is provided in the Corporate Governance Report,
which forms an integral part of the Board Report.

Vigil Mechanism

Pursuant to section 177 (9) of the Companies Act, 2013,
read with rules made thereunder and regulation 22 of the
Listing Regulations, the Company has Vigil Mechanism
for Directors and Employees to report genuine concerns.
The policy has been posted at Company''s website i.e.
http://www.unitechgroup.com/investor-relations/whistle-
blower-policy.asp. During the year under review, the
Company has not received any complaint in this behalf.

Secretarial Standards

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.

Deposits

During the year under review, the Company has not accepted
any Deposits under the provisions of section 73 and 76 of the
Companies Act, 2013, read with Companies (Acceptance of
Deposits) Rules, 2014. The Particulars of Deposits covered
under Chapter V of the Companies Act, 2013 are as follows:

Particulars	Details
Amount of Deposits accepted during the financial year 2024¬ 25.	NIL
Amount of Deposits remaining	Rs. 529.13 Crore (Principal Amount)
unpaid or unclaimed during the year, i.e. as on 31.03.2025
Whether there has been	(i)	The Company had filed an application in March 2015 before the Hon''ble CLB
any default in repayment of		[Now NCLT] for seeking, inter-alia, re-scheduling of repayment of Fixed Deposits.
Deposits or Interest thereon;		The Hon''ble National Company Law Tribunal, New Delhi (NCLT) dismissed the
and if so the number of times		said application. The appeal against the said order was also dismissed by the
and the total amount involved-		Hon''ble NCLAT vide its order dated 31st January, 2017.
- At the beginning of the	(ii)	Some Depositors filed intervention applications (IAs) before the Hon''ble
year		Supreme Court in the matter of homebuyers of the Company. Considering their
- Maximum during the year		applications, the Hon''ble Supreme Court directed the Ld. Amicus Curiae to create a web-portal where the Depositors could provide their requisite information.
- At the end of the year		Accordingly, in compliance of the ibid direction, the Ld. Amicus Curiae created a
Details of Deposits which are		web-portal for the purpose.
not in Compliance with Chapter	(iii)	Hon''ble Supreme Court vide its order dated 12th December, 2019, allowed
V of the Companies Act, 2013		refunds to FD holders who were senior citizens, aged 60 years and above. Ten per cent of the amount deposited with the Registry at that time i.e. Rs. 17.4 Crore was allocated for the purpose. Having regard to the huge number of FD holders, who had registered themselves on the web-portal, the Hon''ble Court allocated a further sum of Rs. 30 Crore for distribution amongst them. The additional amount of Rs. 30 Crore was also to be disbursed to FD holders of the age group of 60 years and above, in terms of the earlier direction/s. Out of the allocated sum of Rs. 47.40 Crore allocated, an amount of Rs. 31.23 Crore has been disbursed as per the report of the Registry of the Hon''ble Supreme Court.
	(iv)	Further, the Hon''ble Supreme Court, on recommendations of Justice (Retd.) A.M. Sapre, approved the release of Rs.13.19 Crore for payment of the principal amount of Fixed Deposits to 548 FD holders vide its order dated 1st February, 2023 on grounds of Medical Exigencies. As on 31.03.2025, a total of Rs. 12.94 Crore out of Rs. 13.19 Crore has been refunded to 506 FD Holders.
	(v)	The Hon''ble Supreme Court had approved the release of an amount of Rs. 5,71,12,785/- for payment of principal amount of FDs to 163 FD Holders, vide its order dated 15.04.2024 on grounds of medical exigencies. As on 31.03.2025, an amount of Rs. 5,62,76,181/-, out of Rs. 5,71,12,785/-, has been refunded to 156 FD Holders.
	(vi)	The Hon''ble Supreme Court, vide its order dated 26.04.2024, approved the release of an amount of Rs. 12.00 lakh for payment of the principal amount of Fixed Deposits to 02 (two) FD holders on grounds of medical exigencies. The said amount of Rs.12.00 lakh has already been disbursed as on 31.03.2025.
	(vii)	Accordingly, the matter pertaining to public deposits is presently before the Hon''ble Supreme Court as addressed in Chapter 8 of the Resolution Framework. Hence, the final action in this behalf would depend on the finality of the matter at the level of the Hon''ble Apex Court.

Particulars of Employees and Related Disclosures

The ratio of remuneration of each Director to the median
employees'' remuneration and other details in terms of section
197 (12) of the Companies Act, 2013, read with rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided as Annexure-4, forming
part of this report.

During the year under review, no employee was drawing
remuneration of Rs 1.02 Crore per annum, which is required
for inclusion in the statement containing particulars of
employees, as required under section 197 of the Companies
Act, 2013, read with rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

Significant and Material Orders

During the year under review, apart from various Orders
passed by the Hon''ble Supreme Court, there were no
significant and material orders passed by the regulators or
tribunals that may impact the ''going-concern-status'' and
Company''s operation in future.

Details of applications made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016 during the
year, along with their status as at the end of the financial
year

During the year under review, no application was made
nor was any proceeding pending under the Insolvency and
Bankruptcy Code, 2016, as per the records available with the
Company.

Details of difference between the amount of valuation done
at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions
along with the reasons thereof

The same is not applicable for the year under review.

Cost Accounts and Cost Auditors

The Company is required to make and maintain cost records
as specified by the Central Government under sub-section
(1) of section 148 of the Act. The appointment of M/s Pant S.
& Associates (FRN: 101402) as Cost Auditors of the Company
for conducting audit of cost records for FY 2025-26 was
approved in the meetings of the Audit and Risk Management
Committee (ARMC) and the BoD held on 13.08.2025. The
remuneration to be paid to the Cost Auditor for FY 2025¬
26 will be placed before the Members for ratification in the
ensuing Annual General Meeting (AGM) of the Company.

Further, the observations of the Cost Auditor as given in
his Cost Audit Report for the Financial Year for FY 2024¬
25 are given herein below along with the response of the
Management on the same:

Cost Auditor''s Observations

Management Response

Company has to maintain detail of area constructed during the financial year that detail is not available at Company''s end. Instead of area constructed, Company has mentioned each project as different service and mentioned one (01) quantity against each project.

The Company has been maintaining the details of each project as one single entity, as a standard practice from its inception, since calculations of amounts spent qua the area constructed each unit-wise is practically not feasible, especially when common expenses are incurred on provision additional common facilities within the project, such as, internal circulation Roads, Water supply, Sewage and Strom Water Drainage systems, Electrical infrastructure, STPs etc.

Prevention of Sexual Harassment at work place

The Company has complied with the provisions relating to
the constitution of the Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. During the year under review, no complaints
were reported to the Management.

Compliance of the provisions relating to the Maternity
Benefit Act, 1961

The Company is duly complying with the provisions relating
to the Maternity Benefit Act, 1961.

Acknowledgments

Your Directors wish to place on record their deep sense of
appreciation for the overall guidance and support from the
Hon''ble Supreme Court, co-operation received from the
Members, Government authorities, customers and vendors.
Your Directors also wish to place on record appreciation
for the contribution made by each and every employee
of the Company. The Directors are also thankful to all the
stakeholders for their continued help, assistance and support.

For and on behalf of Board of Directors
For M/s UNITECH LIMITED

(Yudhvir Singh Malik)

Chairman & Managing Director
Unitech Group of Companies
DIN: 00000555

Date: 13^th August, 2025
Place: Gurugram

---

Mar 31, 2024

Your Directors hereby present the 52^nd Annual Report and Audited Financial Statements of the Company for the financial year ended 31^st March, 2023.

Financial Results

The Financial Performance of the Company for the financial year ended 31^st March, 2023 is summarized herein below:

 

(Amount in Rs. Crore)
Particulars	2022-23		2021-22
Revenue from Operations including Other Income	132.14	132.14	61.14	61.14
Less: Expenses	Â	Â	Â	Â
Construction & Real Estate Project Expenditure including	48.88	Â	48.89	Â
Cost of Land Sold	Â	Â	Â	Â
Changes in Inventories of Finished Goods, work-in-progress and Stock-in-Trade	Â	Â	Â	Â
Employee Benefits Expense	16.41	Â	17.08	Â
Finance Costs	2452.04	Â	928.47	Â
Depreciation and Amortization Expense	2.51	Â	2.52	Â
Other Expenses	21.51	Â	11.32	Â
Total Expenses	Â	2541.35	Â	1,008.28
Profit/ (Loss) before Tax and Exceptional Items	(2409.21)	Â	(947.14)	Â
Less: Exceptional Items	-	Â	-	Â
Profit/ (Loss) before Tax	Â	(2409.21)	Â	(947.14)
Profit/ (Loss) from continuing operations after Tax	Â	(2409.21)	Â	(947.14)

Material changes affecting the Company

There were no material changes or commitments affecting the financial position of the Company having occurred between the end of the financial year to which the Financial Statements relate and the date of report, other than the ones already provided or stated in the Financial Statements.

Financial Highlights

The total income of the Company for the year under review is Rs. 132.14 crore. The loss before tax stood at Rs. 2409.21 crore and loss after tax also stood at Rs. 2409.21 crore. On

consolidated basis, the total income stands at Rs. 491.96 crore. The consolidated loss before tax stood at Rs. 3113.76 crore and loss after tax stood at Rs. 3103.29 crore.

Segmental Revenues (Consolidated)

On consolidated basis, the Real Estate and related division contributed Rs. 158.28 crore in the coffers of the Company, whereas the contribution from the Property Management business was Rs. 136.90 crore, and Rs. 167.18 crore from the Power Transmission business. Hospitality and other segments contributed Rs. 29.59 crore towards the gross revenue.

Business and Operations

During the year under review, there was no change in the business of your Company.

Operating Environment

The operating environment this year continued to remain challenging. Geopolitical conflict in Europe coupled with the global supply chain disruptions led to an unprecedented inflation in food, energy and commodity prices. Aggressive monetary tightening measures from Central Banks worldwide led to further pressure on emerging economies. The widespread inflation posed major challenges specifically with prices of several commodities inflating to their decadal highs. There was, however, a normalization in economic activities after a couple of years of Covid induced disruptions.

Management Discussion and Analysis Report

The Management Discussion and Analysis (MDA) report for the year under review, as stipulated in regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations'), has been enclosed separately, which may be read as an integral part of the Board Report.

Report on Corporate Governance

The Report on Corporate Governance, along with compliance certificate from CS Kiran Amarpuri, Practicing Company Secretary (CP No. 7348), confirming compliance of the conditions of Corporate Governance as stipulated in Schedule V of the Listing Regulations, has been enclosed separately, which may be read as an integral part of the Board Report.

Consolidated Financial Statement

The Audited Consolidated Financial Statements of the Company, its subsidiaries, associates and joint ventures provided in the Annual Report have been prepared in accordance with the provisions of the Companies Act, 2013, read with Ind. AS 110- "Consolidated Financial Statements" and Ind. AS 28- "Investments in Associates and Joint Ventures" and Ind. AS 31 -"Interests in Joint Ventures".

Subsidiaries, Joint Ventures & Associates

Pursuant to provisions of section 129 (3) of the Companies Act, 2013, a statement containing salient features of Financial Statements of subsidiaries, joint ventures and associates (Form AOC-1) of Unitech Limited is attached to the Financial Statements. The said Statement portrays the performance and financial position of each of Company's subsidiaries, joint ventures and associates. The policy for determining material subsidiaries, as approved, may be accessed at the Company's website http://www.unitechgroup.com/investor-relations/policy-determining-material-subsidiaries.asp.

The names of Companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year

There has been no change in the subsidiaries, joint ventures or associate companies during the year under review.

Annual Return

As required under section 92 of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2023 is available on the website of the Company and can be accessed at http://www.unitechgroup.com/investor-relations/regulation-46-annual-return.asp for reference and perusal.

Details of Directors

Members are aware that faced with numerous litigations by a large number of homebuyers and other stakeholders, the Hon'ble Supreme Court directed the Union of India vide its Order dated 18.12.2019 to propose the appointment of an independent Board of Directors for Unitech Limited. In compliance thereto, the Central Government proposed the constitution of a new Board of Directors, which was approved by the Hon'ble Supreme Court vide its Order dated 20.01.2020 passed in Bhupinder Singh Vs. Unitech Limited in Civil Appeal No. 10856/2016. Following from the above, the Hon'ble Supreme Court was pleased to simultaneously direct the supersession of the erstwhile Management with the appointment of a new Board of Directors.

During the year under review, there have been changes in the composition of the Board of Directors of the Company. Mr. Balasubramanyam Sriram, Mr. Niranjan L. Hiranandani and Mr. Anoop Kumar Mittal resigned from the office of Directors with effect from 13.06.2022, 10.08.2022 and

12.08.2022    respectively. Ms. Uma Shankar was appointed as Director on the Board of the Company with effect from 19.10.2022. The composition of the Board of Directors as on

31.03.2023    was as follows:

Sr. No.	Name(s)	Designation	Date of Appointment
1	Sh. Yudhvir Singh Malik, IAS (Retd.)	Chairman & Managing Director	21.01.2020
2	Dr. Girish Kumar Ahuja	Director	22.01.2020
3	Sh. Jitu Virwani	Director	22.01.2020
4	Sh. Prabhakar Singh	Director	03.02.2020
5	Ms. Uma Shankar	Director	19.10.2022

Further, after the close of the financial year till the signing of this report, no changes have taken place in the composition of the Board of the Company.

Key Managerial Personnel

In compliance of the provisions of section 2(51) and 203 of the Companies Act, 2013, the following Directors and Officials of the Company were designated as the Key Managerial Personnel (KMP) of the Company during the year under review:

Sr. No.	Name(s)	Designation
1	Sh. Yudhvir Singh Malik	Chairman and Managing Director
2	Sh. Ashok Kumar Yadav	Chief Executive Officer
3	Sh. Kailash Chand Sharma	Company Secretary up to the close of working hours as on 31st March, 2023
4	Ms. Anuradha Mishra	Company Secretary with effect from 1st April, 2023

Board Meetings

Thirteen (13) meetings of the Board of Directors were held during the year under review. Details of the meetings are provided in the Corporate Governance Report, which may be read as an integral part of the Board Report.

Annual Evaluation of Directors, Committees and Board

All the Directors have been appointed by the Central Government as its Nominee Directors. The annual evaluation of performance of Directors, Committees and Board has, therefore, not been undertaken.

Opinion of the Board with regard to integrity, expertise and experience of the Independent Directors appointed during the year

Ms. Uma Shankar was appointed as a Director by the Ministry of Corporate Affairs vide its Order dated 19.10.2022, in pursuance to the Order of the Hon'ble Supreme Court dated 13.10.2022. Since all the Directors on the Board of the Company have been appointed by the Central Government with the prior approval of the Hon'ble Supreme Court, the said opinion is not required to be provided. All the Directors, including, Ms. Uma Shankar, who was appointed during the FY 2022-23, are well known professionals from diverse fields and have no personal/ pecuniary interest in the Company.

Statement on declaration by Independent Directors

The Directors of the Company have been appointed by Central Government (Ministry of Corporate Affairs), in compliance with the Order of the Hon'ble Supreme Court dated 20.01.2020 and all the Directors are Nominee Directors.

Policy on Director's Appointment and Remuneration

The Directors of the Company have been appointed by the Central Government with the prior approval of Hon'ble Supreme Court. No remuneration is being paid to the Directors of the Company, except sitting fee for attending the Board/ Committee meetings. The remuneration of Chairman & Managing Director of the Company, as being paid, has been determined by the Central Government in the Ministry of Corporate Affairs. Hence, there is no formal policy in place in respect of appointment and remuneration of Directors.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing criteria for determining qualifications, positive attributes, and independence of Directors, policy relating to remuneration to Directors, Key Managerial Personnel and Senior Management Personnel of the Company has been disclosed in the Corporate Governance Report, which may be read as an integral part of the Board Report.

Directors' Responsibility Statement

Subject to the Audit qualifications raised by the Statutory Auditors, findings of the investigations by different Investigating Agencies and decisions by different Courts of competent jurisdiction, the Directors confirm in terms of section 134(5) of the Companies Act, 2013, that:

(i) While preparing the Annual Accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii)    The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 ^st March, 2023 and of the loss of the Company for the year ended on that date;

(iii)    The Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

(iv)    The Directors have prepared the annual accounts on an on-going concern basis;

(v)    The Directors under the new Management will lay down sound internal financial controls to be followed by the Company and that such internal financial controls would be adequately commensurate with the size of its operation and business; and

(vi)    The Directors under the new Management will endeavour to devise proper system to ensure compliance with the provisions of all applicable laws and that such systems would be adequate and operationally effective.

Details in respect of frauds reported by Auditors under section 143 (12) of the Companies Act, 2013, other than those which are reportable to the Central Government

To the best of our knowledge and belief and subject to the (i) outcome of the ongoing investigations by various Investigating Agencies pertaining to transactions transacted during the period of erstwhile Management or even otherwise, having cascading impact, (ii) outcome of the cases pending in Courts of competent jurisdiction, and (iii) Audit qualifications, no frauds were reported by the Auditors under section 143(12) of the Companies Act 2013, for the year under review.

Auditor and Auditors' Report

The Members of the Company appointed M/s GSA & Associates, LLP, Chartered Accountants (FRN 000257 N/ N500339), as Statutory Auditors of the Company in the 50^th Annual General Meeting, for a period of five years till the conclusion of 55^th Annual General Meeting.

Auditors' Report - Qualified Observations
Management's Response to Independent Auditor's Report of the Statutory Auditors on the Audited Standalone Financial Results of Unitech Limited for the Quarter and Financial Year ended 31.03.2023
Sr. No.	Auditor's Observations	Management's Response
1	(i)    Unitech Limited ("the Company") held its annual general meeting for last 2 years with delays. The company had not applied for any extension for these annual general meeting to the Registrar of Companies, NCT of Delhi & Haryana and is in the process of estimation of penalty and other implications due to delay in holding of annual general meeting. (ii)    Further, the Company also delayed in filing of its quarterly and annual/year to date results with Security and Exchange Board of India "SEBI". The Company has not taken any provision related to penalty on account of such delay and management is now planning to seek relief against such penalty from SEBI. (iii)    We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i)    The Annual General Meeting (AGM) for the year ended 31st March, 2022 was due to be held latest by 30th September, 2022. However, the AGM for the FY 2021-22 was held on 31.03.2023. The new management did not have access to complete records of various transactions of the Company. It caused delay in the finalization of accounts and convening of Annual General Meeting. The new Management has inherited several legacies under various provisions of law, including noncompliances related to non-holding of Annual General Meeting of Unitech Limited on or before the due dates. Ever since the new Management took control of Unitech Group as whole, it has been endeavoring to make the Group compliant in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and other applicable laws. (ii)    The Company has scheduled its Annual General Meeting for the FY 2022-23 on 29th September 2023, which is well within the prescribed time-lines. (iii)    The Management had taken up the issue of seeking exemptions and waiver of penalties from MCA as well as SEBI vide its letters dated 11.06.2020, 29.07.2020    and 27.08.2020 and had also sought the intervention of Secretary MCA to take up the matter with SEBI. The Secretary MCA also took up the matter with Chairman SEBI vide his letter dated 05.08.2020. SEBI responded vide its letter dated 09.09.2020 informing that the BSE and NSE had examined the issue in view of moratorium granted by the Hon'ble Supreme Court and the notice for suspension of trading of securities had been withdrawn. Finding that there was no positive response on waiver of penalties, the Management filed an IA No. 81660 of 2021 and 81663 of 2021 on 16.07.2021    in the Supreme Court seeking requisite reliefs, which is still pending. The above defaults on the part of the Company were also placed before the Hon'ble Supreme Court in the Action Taken Report-III filed on 28.03.2022

Sr. No.	Auditor's Observations	Management's Response
2.	(i)    We have made references to the Resolution Framework (RF) for Unitech group which has been prepared under the directions of the Board of Directors of Unitech Limited appointed by the Central Government pursuant to the afore-said order of the Hon'ble Supreme Court and approved by the Board of Directors in their Meeting held on June 17, 2020/ September 10, 2020/ October 28, 2020/ April 27, 2022 and which has been filed with the Hon'ble Supreme Court. Through RF, 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. (ii)    As the RF has not yet been approved by the Hon'ble Supreme Court, the impact of the proposed reliefs, concessions etc. have not been considered in the books of accounts. (iii)    We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	The points mentioned herein are informatory in nature and the Management has no further comments to offer on the same.
3.	Material uncertainty related to aoina concern (i)    Management has represented that the Standalone Financial Statements have been prepared on a going concern basis, notwithstanding the fact that the Company has incurred losses and has challenges in meeting its operational obligations, servicing its current liabilities including bank loans and public deposits. The Company also has various litigation matters which are pending before different forums, and various projects of the Company have stalled/ slowed down. (ii)    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. This activity is getting conducted under supervision of Justice Abhay Manohar Sapre, as appointed by Hon'ble Supreme Court of India. (iii)    We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	The Management has already stated its position in the Resolution Framework submitted in the Hon'ble Supreme Court on 15.07.2020, followed by updated versions submitted on 05.02.2021 and 08.08.2022, wherein the Hon'ble Supreme Court has been prayed to grant certain concessions and reliefs so that the Company is able to fulfil its obligations towards the construction and completion of projects and meet other liabilities. The reasons for opting against the winding up the Company or its reference under IBC have fully been explained in the application filed for submission of the Resolution Framework.

Sr. No.	Auditor's Observations	Management's Response
4.	(i)    The Company had received a 'cancellation of lease deed' notice from Greater Noida Industrial Development Authority ("GNIDA") dated 18th November 2015. As per the Notice, GNIDA cancelled the lease deed in respect of Residential/ Group Housing plots on account of nonimplementation of the project and non-payment of various dues amounting to Rs. 105,483.26 Lakhs. The said land is also mortgaged and the Company has registered such mortgage to a third party on behalf of lender for the Non-Convertible Debenture (NCD) facility extended to the Company and, due to default in repayment of these NCDs, the debenture holders have served a notice to the Company under section 13(4) of the SARFAESI Act and have also taken notional possession of this land. The Company had contractually entered into agreements to sell with 352 buyers and has also received advances from such buyers amounting to Rs. 6,682.10 Lakhs (net of repayment). No contract revenue has been recognized on this project. (ii)    GNIDA has, in the meanwhile, in terms of the Order of the Hon'ble Supreme Court dated 18.09.2018, deposited on behalf of the Company, an amount of Rs. 7,436.35 Lakhs (Rs. 6,682.10 Lakhs and interest @ 6% on the principal amount of Rs. 6,682.10 Lakhs), out of the monies paid by the Company, with the registry of the Hon'ble Supreme Court. (iii)    GNIDA has adjusted Rs. 9,200.00 Lakhs of Unitech Group's liabilities towards the Company's other projects with GNIDA and forfeited Rs. 13,893.42 Lakhs. The Company had paid a sum of Rs. 34,221.90 Lakhs, including Rs. 4,934.95 Lakhs of stamp duty on the land, for the said land. (iv)    The matter in respect of the land is still pending before the Hon'ble High Court of Allahabad, and pending the final disposal, the Company has, subsequently, shown the amount of Rs. 18,339.80 Lakhs as recoverable from GNIDA in its books of accounts including stamp duty of Rs. 4,934.95 Lakhs and lease rent paid of Rs. 6,113.11 Lakhs. Further, the Company is also carrying (a) Other construction costs amounting to Rs. 80,575.05 Lakhs in respect of the projects to come upon the said land which also includes interest capitalized of Rs. 69,684.68 Lakhs.	(i)    The matter is still pending in the Hon'ble High Court of Allahabad for final disposal. The Management is hopeful that its stand shall be vindicated in the Hon'ble Court and there shall be no adverse impact, other than the one already disclosed. (ii)    As regards the amount of Rs. 7,436.35 lakhs (Rs. 6,682.10 lakhs + interest @ 6% on the principal amount of Rs. 6,682.10 lakhs), deposited with the Registry of the Hon'ble Supreme Court, the said amount has already been paid to 352 homebuyers pursuant to the directions of Hon'ble Supreme Court, which is a bit more than the principal amount deposited by the said homebuyers. (iii)    Further, the Management is also in the process of filing a comprehensive IA before the Hon'ble Supreme Court qua GNIDA's demands raised against Unitech, including seeking appropriate directions on the instant issue.

Sr. No.	Auditor's Observations	Management's Response
Â	(b) Deferred liability on account of interest payable to GNIDA appearing in the books of accounts as on 31st March, 2022 amounting to Rs. 3,72,777.42 Lakhs (including Rs. 52,220.54 Lakhs booked on account of interest during the year ended 31st March, 2023). Out of the interest mentioned above Rs. 4,846.67 Lakhs has been capitalized in the books of accounts of the Company. The same is in contravention of the provisions of Indian Accounting Standards 23 "Borrowing Costs". (v) The impact on the accounts viz. inventory, projects in progress, customer advances, amount payable to or receivable from GNIDA, cannot be ascertained, since the matter is still subjudice, as mentioned hereinabove, vis-a-vis dues of the Company, and hence, we are unable to express an opinion on this matter. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	Â
5.	(i)    Confirmations/ reconciliations are pending in respect of amounts deposited by the Company with the Hon'ble Supreme Court. As per books of account, an amount of Rs. 31,191.85 Lakhs deposited with the Hon'ble Supreme Court Registry ("Registry") is outstanding as at 31 st March, 2023. Management has received certain details of payments made and monies received in the registry from the Court and has accrued the same in its books of accounts. However, there are still variations of Rs. 934.15 Lakhs between balance as per books of accounts vs balance as per registry details and management is in the process of reconciliation of the same. (ii)    Further, for the payments made from its registry, there was no deduction made on account of tax at source and no goods and services tax liability, wherever applicable on reverse charge basis have been complied with. (iii)    In view of the reconciliation exercise still in process and absence of other statement of transactions and confirmation of balance from the Registry, we are unable to comment on the completeness and correctness of amounts outstanding with the Registry and of the ultimate impact these transactions would have on the Standalone Financial Statements of the Company, and hence we are unable to express an opinion on this matter. (iv)    We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	(i)    The observation is a statement of fact and needs no further comments. (ii)    The Company received a detailed statement of accounts from the Supreme Court's Registry in the month of November, 2022. After reconciliation of the accounts, entries pertaining to (a) interest income of Rs. 4,980.00 lakhs upto 22.11.2022, (b) disbursement of Rs. 2,734.11 lakhs, out of 4,000 lakhs deposited in the Supreme Court's Registry by M/s Pioneer Urban Land & Infrastructure Limited, and (c) disbursement of Rs. 2,183.45 lakhs to homebuyers, FD holders and other stakeholders, have been duly entered in the books of accounts for the period ending 31.03.2023. (iii)    Further, during reconciliation, variations amounting to Rs. 934.15 lakhs have been observed between Balance as per books of accounts vis-a-vis Balance as per Supreme Court's Registry, which is proposed to be taken up with the Supreme Court Registry and reconciled as soon as the relevant information is received from the Registry. (iv)    As regards the TDS on the payments made from the Registry or the TDS by the Bank on the accrued interest, the Registry has not provided any information. This will have to be verified from the Supreme Court Registry. In any case, prima facie, there should be no liabilities/ penalties on this account qua the Company as the default, if any, would be on the part of the Bank or the Supreme Court Registry.

Sr. No.	Auditor's Observations				Management's Response
6.	According to information given and explanation provided to us by the management, in respect of Property, Plant and Equipment (PPE) including Investment Property having net value of Rs. 2,996.56 Lakhs (net of accumulated depreciation of Rs. 7,527.88 Lakhs), there is no physical verification conducted by the Company since last year. Further, the Company does not maintain proper records showing full particulars, including quantitative details and situation of Fixed Assets comprising 'property, plant and equipment, 'capital work-in-progress' & 'investment property''. In view of this and also of the fact that these PPE's are kept as security for obtaining bank loans and all the loan accounts of the Company (except loan obtained from Punjab National Bank) are at non performing levels, we are not able to express an opinion on this matter. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.				The Company has maintained the Fixed Assets Register for recording the details of Property, Plant & Equipments. The management is facing a major challenge in reconciling the Opening Balances, which is a legacy issue and difficult to reconcile. However, it is proposed to take up this exercise to prepare separate lists of PPE where the reconciliation of Opening Balance remains an issue. The challenges faced in reconciliation of the Opening Balances, wherever occurring, will be addressed separately.
7.	Non-current investment and loans Company has made investments and given loans to its subsidiaries, joint ventures, associates and others. Details as on 31st March, 2023 are as follows:				(i)    Unitech Limited has 186 Indian Subsidiary Companies out of which 08 subsidiary Companies have been struck off by the Registrar of Companies, NCT Delhi and Haryana. The Company has moved the National Company Law Tribunal (NCLT) for the revival of the subsidiaries which have been struck off, out of which 02 have already been ordered to be revived. (ii)    For 149 Indian Subsidiary Companies, Statutory Auditors have been appointed so far whereas the due process for settlement of accounts with the existing Statutory Auditors in case of 16 other Subsidiaries is underway. For the remaining 13 Subsidiaries, wherein there is a substantial foreign investment, necessary steps are being taken by the Company in this regard. (iii)    As regards 32 foreign subsidiaries along with Libya Division and 03 foreign JVs, the management has listed down their available details. The Audited Balance Sheets of 04 foreign subsidiaries, 02 foreign JVs, and that of Libya Division are not available with the Company. For rest of the Companies, the last audited available Balance Sheets are those of 31.03.2017 except for two Companies whose available Balance Sheets are those of 31.03.2010 and 31.03.2016. Moreover, it is pertinent to mention that, as per information available to the new management, the Central Investigating Agencies are believed to be engaged with the issues pertaining to these entities.
	Amounts in Rs. Lakhs
	Particulars	Amount invested	Impairment accounted for till 31.03.2023	Carrying amount
	Equity investment -Indian subsidiaries	75,342.84	30,745.68	44,597.16
	Equity investment -foreign subsidiaries	66,376.77	66,376.77	_
	Equity investment -joint ventures	54,041.94	-	54,041.94
	Equity investment -associates	299.25	-	299.25
	Equity investment -others	31,040.70	-	31,040.70
	Debenture investment	1,512.18	-	1,512.18
	Investment - CIG	25,453.18	-	25,453.18
	Corporate guarantees	8.7	-	8.7
	Loans given to subsidiaries	372,702.40	1,589.05	371,113.36
	Advances given to subsidiaries	61,965.54	-	61,965.54
	Â

Sr. No.	Auditor's Observations				Management's Response
Â	Amounts in Rs. Lakhs				(iv)    The matter regarding investment in Carnoustie and CIG is already under scrutiny by the Investigating Agencies and various attachment orders have been passed by the Enforcement Directorate. The Management has included the position of Carnoustie and CIG in the Resolution Framework submitted before the Hon'ble Supreme Court. It is pertinent to mention here that Unitech Limited has also filed an IA in the Hon'ble Supreme Court for the recovery of the amount invested. The matter has been heard but the order is awaited. (v)    However, keeping in view the investigations being carried out by the ED, and the ED having filed charge-sheets before the Adjudicating Authority under PMLA, the Company is left with no option but to await the final outcome in these matters.
	Loans to Joint Ventures and Associates	8,381.00	Â	8,381.00
	Advances to Joint Ventures and Associates	20.33	Â	20.33
	Share Application Money	46.5	-	46.5
	Considering the fact that the accounts of the above-mentioned foreign entities are not available with the management and for Indian entities, they are not audited since last 3-4 years plus also taking into account the factors such as non-existence of any loan agreement stating terms, conditions and duration of loan, accumulated losses in above said entities, substantial/ full erosion of net worth, significant uncertainty on the future of these entities and significant uncertainty on recovery of investments and loans, there are strong indicators of conducting impairment/ expected credit loss assessment for above mentioned investments and loans in accordance with the principles of Indian Accounting Standards 36, "impairment of assets" and Indian Accounting Standards 109 "financial instruments". Further: - (i) Equity investment - others include investment made in M/s Carnoustie Management (India) Private Limited (Carnoustie) of Rs. 31,005.45 Lakhs as on 31st March, 2023. Regarding this investment, the Company has already filed an Intervention Application "IA" before Hon'ble Supreme Court of India wherein, the Company has stated that erstwhile management has invested in equity shares of Carnoustie @ Rs. 1,000 - Rs. 1,500 per share including a premium of Rs. 990 - Rs. 1,490 per share. As per IA submitted by the Company, there was no basis available with erstwhile management for such share valuation. Also, there were certain plots allotted to Carnoustie at a price much lower than the market rate as on allotment date. Considering the nature of this investment, same is to be valued at fair value through other comprehensive income "FVTOCI" as required under Indian Accounting Standards 109 "financial instruments" but the Company has decided to carry investment made in Carnoustie at cost as the matter is subjudice.

Sr. No.	Auditor's Observations	Management's Response
Â	(ii) Investment - CIG - The Company made investment of Rs. 25,453.18 Lakhs in CIG Realty Fund for which no details are available with the Company. As explained by management, the Company is planning to file a separate Intervention Application "IA" before Hon'ble Supreme Court of India requesting Hon'ble Court to take up this matter. Management also explained that CIG funds are already under investigation by Enforcement Directorate (ED) and Serious Fraud Investigation Office (SFIO). Considering the nature of this investment, same is to be valued at fair value through other comprehensive income "FVTOCI" as required under Indian Accounting Standards 109 "financial instruments" but the Company has decided to carry investment made in CIG funds at cost as the matter is under investigation by various authorities. In view of non-existence of any impairment study, non-existence of any expected credit loss policy in the Company and accounting of investment at cost which were otherwise to be carried at FVTOCI, we are unable to express an opinion upon the adjustments, if any, that may be required to the carrying value of these non-current investments and non-current loan and its consequential impact on the Standalone Financial Statement. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	Â
8.	Impairment Assessment of Bank and Comorate	(i)    There are a number of secured, unsecured and operational creditors qua the Company and its subsidiaries, JVs and other affiliates. Further, the Company and the promoters have also given various kinds of Guarantees, including Bank Guarantees and Corporate Guarantees, the lists whereof (to the extent of availability of records), surviving or matured, have been shared with the Statutory Auditors. However, it may not be possible to vouchsafe at this stage that these are the only Guarantees given by the Company. (ii)    The issues pertaining to secured, unsecured and operational creditors have been covered in Chapter-3 of the Resolution Framework (RF). Apart from seeking various reliefs and concessions qua such creditors, the RF also contains a provision on invitation of Claims and settlement thereof (3.2). These issues have yet not been adjudicated by the Hon'ble Supreme Court. Hence, it is neither possible nor feasible at this stage to undertake any impairment assessment of secured creditors, and/
	Guarantees Standalone Financial Statements, wherein it is stated that the Company is having outstanding bank and corporate guarantee of Rs. 107,059.26 lakhs as per audited financials for year ending 31st March, 2023. The Company has not conducted any impairment assessment on the same in accordance with the principles of Indian Accounting Standards 109 "financial instruments". In view of the same, we are unable to express an opinion on the same. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.

Sr. No.	Auditor's Observations				Management's Response
Â	Â				or Corporate Guarantees till these related issues are crystalized and settled by the Hon'ble Supreme Court. Likewise, some of the investments/ advances made by the Company are a subject matter of investigations being conducted by various Central Investigating Agencies.
9.	Trade receivables and other financial assets The Company has trade receivables and other financial assets as on 31st March, 2023 as under -				The new Management is in the process of developing an Expected Credit Loss Policy for the Company. However, it has taken time due to various kinds of situations coming to the notice of the management. Every effort shall be made to finalize the same by March, 2024.
	Rs. in Lakhs
	Particulars	Amount	Provision accounted for till 31.03.2023	Carrying amount
	Trade Receivables	78,751.93	31,521.87	47,230.06
	Security Deposits	52,818.32	934.04	51,884.28
	Non-Current Loans and Advances	100.00	-	100.00
	Current Loans and Advances	6,617.34	520.00	6,097.34
	Advances for purchase of Shares	31,079.48	31,079.48	-
	Staff Imprest & Advances	47.09	-	47.09
	Advances to others	13.08	-	13.08
	The Company has not assessed loss allowance for expected credit losses on financial assets in accordance with the principles of Indian Accounting Standards AS 109 - "Financial Instruments". In view of non-existence of any expected credit loss policy in the Company, we are unable to express an opinion upon the adjustments, if any, that may be required to the carrying value of these financial assets and its consequential impact on the Standalone Financial Statement. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.

Sr. No.	Auditor's Observations	Management's Response
10.	Inventory and oroject in oroaress (i)    Standalone Financial Statement of the Company as on 31st March, 2023, has shown inventory of Rs. 62,517.96 Lakhs and projects in progress "PIP" of Rs. 17,56,942.48 Lakhs. Company is currently carrying these inventory and PIP items at cost, which is computed based on percentage of completion method under Indian Accounting Standard 115 "Revenue from Contracts with Customers". In view of the fact that in majority of the projects of the Company, construction and other operational activities are on hold since last 24-60 months, there are high indicators that such inventory and PIP assets should be tested for evaluating their respective net realized value "NRV" in accordance with the requirement of Indian Accounting Standard 2 "inventories". (ii)    Further, management is in the process of verification of title documents for land and other immovable assets. (iii)    As per the explanation provided by the management, pursuant to the approval of Hon'ble Supreme Court of India, Project Management Consultants (PMCs) have been appointed for the projects for estimation of work done till date, cost to be incurred further to complete the projects and to provide applicable completion timelines. These PMCs have also conducted actual physical assessment of the projects and submitted their reports. Management was earlier of the view that NRV assessment of inventory and PIP can be made only after the appointed PMCs complete their assessment of respective projects and submit their final reports but the same is still awaited. (iv)    Further, the Company has during the year capitalized expenses to the tune of Rs. 11,249.80 Lakhs as construction expenses (including interest expense of Rs. 6,154.51 Lakhs). The same is in contravention of the provisions of Indian Accounting Standard 16 "Property plant and equipment" and Indian Accounting Standard 23 "Borrowing cost" as construction activity for all the projects is stalled since last 4-5 years. This has resulted in understatement of current year loss by above said amount.	(i)    Five Project Management Consultants (PMCs) have been engaged, with the approval of the Hon'ble Supreme Court, who have substantially completed Part-A of the Scope of Work assigned to them. This includes "As-is-assessment" of various projects i.e. the status of work done/ completed during the period of erstwhile management. The PMCs have backed their work with photographs and videography of these projects so as to avoid any conflicts when it comes to the claims of old contractors' vis-a-vis the work to be done by the new contractors. Based on this exercise, the PMCs have worked out the BoQs of the remaining works, which form the basis for preparation of Tender Documents. (ii)    About 130 to 140 Tenders would need to be floated to complete the balance works, out of which 35 Tenders (Lot-1) were floated on 02.01.2023. On scrutiny of bids, it was discovered that no bids were received against 18 tenders (out of 35) whereas both the bids received in case of one tender failed to meet the eligibility criteria and both the bids received in respect of another tender were abnormally high, resulting in the rejection of bids for these 02 tenders. Thus, bids were required to be called afresh in respect of these 20 (18+1 + 1) tenders. (iii)    In continuation thereto, 2nd Lot of 31 Tenders was prepared by the PMCs, which was duly reviewed by the EIL. Thus, a total of 51 Tenders (20 re-tenders of Lot-1 and 31 tenders of Lot-2) were approved by the BoD and Justice (Retd.) A. M. Sapre in the month of April 2023 for uploading the same on Unitech's e-Tendering web-portal. Accordingly, these tenders were uploaded on the Unitech's web-portal on 08/09.05.2023. (iv)    The extended last date for submission of bids in respect of these 51 Tenders was 22.06.2023. On opening of Technical bids on 23.06.2023, it was discovered that no bids had been received in respect of 09 tenders. After completion of the process of evaluation of Technical and Financial bids, the management finalized the bids received qua 34 tenders. This has been approved by the Board of Directors, followed by Justice (Retd.) A.M. Sapre on 18.08.2023.

Sr. No.	Auditor's Observations				Management's Response
Â	Also further, the Company, in its financial statements has bifurcated PIP under two headings - “Project in progress on which revenue is not recognized" and “Amount recoverable from project in progress (on which revenue is recognized)". We have not been provided with any basis on which this bifurcation is made. In view of the absence of any NRV assessment by the management and absence of any physical verification report, capitalization of expenses and interest cost during the year, and absence of any basis of bifurcation of projects in financial statements, we are unable to express an opinion upon the existence and adjustments, if any, that may be required to the carrying value of these inventories and PIP and its consequential impact on the Standalone Financial Statements. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.				(v) Projects in Progress (PIP) on which revenue is not recognized refers to those projects where no inventory is available for sale and only expenditure is to be made for the completion of residual works in such projects.
11.	External Confirmation The Company has not initiated the process of external confirmation for outstanding balances of the following areas as on 31st March, 2023 are as follow:				(i)    It is stated that as per Standards on Auditing (SA)-505, prescribed by the Institute of Chartered Accountants of India (ICAI), the process of external confirmation is to be initiated by the Statutory Auditors for directly obtaining the evidence from the confirming parties at their level. However, the management would initiate this exercise now keeping the Statutory Auditors in loop for the with respect to outstanding balances as on 31.03.2023. It would, therefore, be appropriate that the Statutory Auditors take up external confirmations based on random sampling basis since obtaining confirmation from all the parties would be a timeconsuming exercise. (ii)    As far as the liability of the Company towards the secured, unsecured or operational creditors is concerned, the same has been covered in Chapter-3 of the Resolution Framework (RF) submitted before the Hon'ble Supreme Court. The RF also contains a provision on the Process of Claim Settlement qua such creditors according to which the Company shall be inviting claims from all such stakeholders but it can be done only after a definitive view on the RF is taken by the Hon'ble Supreme Court.
	Amounts in Rs. in Lakhs
	Particulars	Amount	Provision accounted for till 31.03.2023	Carrying amount
	Trade Receivable	78,751.93	31,521.87	47,230.06
	Trade Payable	82,070.64	386.34	81,684.30
	Advances received from Customers	10,97,542.77	-	10,97,542.77
	Advances to Suppliers	7,235.30	-	7,235.30
	Security Deposits	52,818.32	934.04	51,884.28
	Loans and advances to Subsidiaries	4,38,577.05	1,589.05	4,36,988.00
	Loans to Joint Venture and Associates	8,381.00	-	8,381.00
	Other Loans and advances	6,717.34	520.00	6,197.34
	Advances for purchase of land and project pending commencement	61,287.37	30,000.00	31,287.37
	Loans from Subsidiaries, Joint Venture and Associates	80,368.23	Â	80,368.23
	Security and other deposits payable	42,995.92	-	42,995.92
	Staff Imprest	47.09	-	47.09
	Inter Corporate Deposits	13,853.66	-	13,853.66
	Other Assets	6,349.22	-	6,349.22

Sr. No.	Auditor's Observations	Management's Response
Â	Standalone Financial Statements, the Company has expressed its inability to send confirmation requests in respect of above-mentioned areas due to uncertainty about the amount receivable and payable appearing in the books of accounts, which are outstanding for significantly long periods of time. In view of non-existence of adequate supporting documents, we are unable to express an opinion upon completeness of the balances appearing in books of accounts of the Company. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter. Bank confirmations In respect to confirmation of bank balances, margin money balance and term deposits, the company has not sent confirmation requests to any of the banks. In view of non-existence of supporting evidence related to bank balances, we are unable to comment upon completeness of the balances appearing in books of accounts of the Company and adjustments, if any, that may be required to the books of accounts and its consequential impact on the Standalone Financial Statements. With respect to the loans and borrowings taken by the Company amounting to Rs. 2,79,186.01 Lakhs as on 31st March, 2023, no confirmation has been received till date of this report. Interest expense on the said loans is accrued at a provisional rate of interest. Such provisional rate of interest is based on the details available with the Company regarding interest rates charged by banks/ financial institutions and the same are 4-5 years old. Further, the Company is also accruing penal interest in few of the loans. In view of these, we are unable to comment upon completeness of the balances appearing in books of accounts of the Company and adjustments, if any, that may be required to the books of accounts and its consequential impact on the Standalone Financial Statements. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March 2022 in respect of this matter.	Â

Sr. No.	Auditor's Opinion	Management's Response
12.	Company is in the process of estimating impact of its contingent liabilities, which is subject to the decision of Hon'ble Supreme Court of India on proposed resolution framework submitted by the Company. In absence of the same, we are unable to express an opinion on the impact of such contingent liabilities on the Company. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i)    The new Management has already submitted its Resolution Framework (RF) before the Hon'ble Supreme Court, wherein the Company has sought various reliefs on account of penalties, interest liabilities etc., among others, due to be paid by the Company to the Statutory Authorities, Banks, Financial Institutions etc. (ii)    Since a view on various reliefs sought in the RF is yet to be taken by the Hon'ble Supreme Court, it may not be feasible at this stage to assess the overall impact of its contingent liabilities.
13.	Company has not appointed an internal auditor for the financial year 2020-21, 2021-22 and 2022-23 which is in contravention of the provisions of section 138 of the Companies Act, 2013 which mandates appointment of internal auditor for all listed companies. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i)    The erstwhile Management appointed M/s VPSJ & Company, Chartered Accountants, as Internal Auditors of the Company, in compliance of the decision taken in the meeting of the Board of Directors held on 14.09.2019. (ii)    M/s VPSJ & Company, however, resigned on 14.02.2020 without conducting/ submitting any Internal Audit of the Company. (iii)    The Company proposes to appoint new Internal Auditors in terms of section 138 of the Companies Act, 2013, read with rule 13 of the Companies (Accounts) Rules, 2014, which is expected to be finalized shortly.
14.	The Company has not yet appointed a Chief Financial Officer and the prescribed time period under section 203 of the Companies Act, 2013 has already expired. Further the Company has not filed any application with Ministry of Corporate Affairs for compounding of the said offence. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	The Company has been trying to fill-up the position of Chief Financial Officer (CFO) for which some candidates have also been interviewed but the Company is unable to meet their financial expectations. Further, the Company has also requested the ICAI to suggest suitable candidates for the position of CFO. It is looking for candidates with experience in the real estate industry.
15.	The Company has accounted for its investment in one of its subsidiary M/s Unitech Power Transmission Limited, as non-current assets held for sale. Cost of investment as on 31st March, 2023 is Rs. 4,226.26 Lakhs. The Company is carrying said investment at cost and has not made any estimation of its fair value less cost to sell as required under provisions of Indian Accounting Standard 105 "Non-Current Assets Held for Sale and Discontinued Operations". The company, post as on 31st March, 2023, has received a binding offer of Rs. 6,700.00 Lakhs from a buyer which is also approved by the directors of the company through circular resolution dated 14.08.2023. In the absence of any fair value assessment by the Company, we are unable to express an opinion on the matter. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i) Unitech Limited, during the period of erstwhile Management, had signed a binding term sheet with M/s Sterling & Wilson (SW) and had agreed to sell the entire shareholding of M/s Unitech Power Transmission Limited (UPTL) for an overall equity value of Rs. 105 Crore, out of which Rs. 68.40 Crore was the firm component whereas Rs. 35 Crore was to be backed by a Bank Guarantee and was to be paid on meeting certain conditions as set out in the purchase agreement. SW was further required to pay Rs. 1.6 Crore as the agent fee directly out of the total equity value of Rs. 105 Crore. However, the said transaction did not mature and the Hon'ble Supreme Court permitted the new Management to explore new buyers.

Sr. No.	Auditor's Opinion	Management's Response
15.	Â	(ii)    Thereafter, the new Management made two more unsuccessful attempts. The Board of Directors of Unitech Limited in its meeting held on 14.02.2023 decided to appoint M/s E&Y as the Transaction Advisor for the sale/ divestment of UPTL on as-is-where-is basis, for which exclusivity period of 09 months was approved. (iii)    Subsequent thereto, the notice of divestment was uploaded on e-Tendering portal of Unitech Limited on 06.04.2023, inviting Expressions of Interest (EoIs) from interested parties along side individual mailers to 37 potential investors on or before 19.04.2023. A total of 10 parties submitted their EOIs by the Due date, with whom NDAs were signed. Another notice was uploaded on the Unitech website and e-tendering portal on 26.04.2023 inviting nonbinding offers up to 01.05.2023. Four non-binding offers were received, which were opened on 02.05.2023, for amounts of Rs. 65 Crore (Jakson Limited), Rs. 25.00 Crore (M/s JSC OGCC), Rs. 20.00 Crore (Shilpa Steel) and Rs. 10.00 Crore (Shree Metals). The highest bidder thereafter submitted his Binding offer on 27.07.2023. The highest bidder subsequently revised his offer to Rs. 67.00 Crore. The binding Term Sheet submitted by the highest bidder was considered by the Board of Directors by circulation of an agenda on 11.08.2023. The said binding term sheet has been approved by the Board of Directors of Unitech Limited on 14.08.2023. After the decision of the Board, the transaction advisor has been requested to submit the final version of the binding term sheet. (iv)    A fair valuation report as per the provisions prescribed under section 56 of Income Tax Act, 1961,    read with Rule 11UA of Income Tax Rules, 1962,    has been obtained from a registered Merchant Banker. However, the statutory auditor has asked for getting the fair valuation report from an IBBI registered Valuer as required under the provision of Indian Accounting Standard 105 - " Non-current assets held for sale and discontinued operations". The Management is in the process of getting the needful done in this behalf.

Sr. No.	Auditor's Opinion	Management's Response
16.	The Company has made many adjustments in accordance with Indian Accounting Standards applicable to the Company as on 31st March, 2020. The Company is in the process of identifying the impact already incorporated in the books of accounts in previous years. In view of the same, we are unable to express an opinion on completeness of the impact of Indian Accounting Standard appearing in the books of account of the Company. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	The observations are a statement of fact and need no further comments.
17.	Revenue from real estate Drojects (i)    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. Provisions of paragraph 35 of Indian Accounting Standard 115 "revenue from contracts with customers" specifies that an entity can recognize revenue over time if it satisfies any one of the following criteria: a)    The customer simultaneously receives and consumes the benefits provided by the entity's performance as the entity performs b)    The entity's performance creates or enhances an asset (for example, work in progress) that the customer controls as the asset is created or enhanced c)    The entity's performance does not create an asset with an alternative use to the entity and; the entity has an enforceable right to payment for performance completed to date. (ii)    On perusal of various agreements entered by the Company with homebuyers, it seems that the Company does not satisfy any of the conditions specified in paragraph 35 of Indian Accounting Standard 115 "revenue from contracts with customers". (iii)    Based on the explanation provided by the management, they are in agreement with our understanding and are in the process of evaluation of its impact on the present and earlier presented periods. (iv)    In view of the above, we are unable to express an opinion on all the matter mentioned above. (v)    We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i)    The Audit Observations are a statement of fact and an accounting practice followed since from the period of the erstwhile Management. The Statutory Auditors are of the view that the Company should switch over from the POCM based accounting to "Point-in-Time" system of accounting as prescribed in IND-AS-115 to correct this anomaly. This is expected to fall in line with the Accounting Standards with the Project Accounting System being put in place after the award of Contracts, constructions completed and units delivered to the Homebuyers. (ii)    There are about 17,700 homebuyers across 74 residential and 12 Commercial projects where construction is lying stalled at various stages of construction. These units are to be completed and handed over to the homebuyers. The entire exercise is being carried out under the overall guidance and supervision of Hon'ble Supreme Court. (iii)    As such, the Management will be in a position to assess the impact thereof only in due course of time after the Projects are completed and handed over.

Sr. No.	Auditor's Opinion			Management's Response
18	Statutory dues / recoverable The Company has long outstanding statutory liabilities as on 31st March, 2023, details of which are as follows:-			(i)    The new Management has already submitted its Resolution Framework (RF) before the Hon'ble Supreme Court on 16.07.2020, followed by updated versions dated 02.05.2021 and 08.08.2022, wherein the Company has sought various reliefs on account of penalties, interest liabilities etc., among others, due to be paid by the Company to the Statutory Authorities, Banks, Financial Institutions etc. (ii)    Since a definitive view on various reliefs sought in the RF is yet to be taken by the Hon'ble Supreme Court, it may not be feasible at this stage to assess the overall impact of its outstanding statutory liabilities. (iii)    The new Management is committed to make the Company compliant in terms of various provisions contained in the Companies Act 2013 and other related Act, Rules, Regulations etc. (iv)    As far as GST is concerned, after a great deal of efforts put in by the management, 31 GST Registrations of Unitech's various pan-India entities, out of a total of 34, have finally been got activated and the pending Returns (GSTR-1 and GSTR-3B) have also been filed at different locations, while fresh Registrations are being pursued in case of remaining 03 entities.
	Nature of dues	Principal amount outstanding (Rs. in Lakhs)	Outstanding since
	Income tax deducted at source	10,246.88	Pertaining from FY 2014-15 onwards
	Professional Tax	0.59	Pertaining from FY 2018 - 2019 onwards
	Provident Fund	2,442.87	Pertaining from FY 2015 - 2016 onwards
	Regarding tax deducted at source, the Company has decided not to deposit outstanding amount of tax deducted at source till 20th January, 2020 i.e. period before the date when court appointed management took over. Accordingly, the same are still outstanding in the books of accounts of the Company. During financial year ending 31st March, 2023, the Company is not deducting tax at source at the time of booking of expenses / accounting entry but is deducting the same at the time of payment. Same is in contravention of the provisions of chapter XVII of Income-tax Act, 1961 which mandates deduction of tax at source at earlier of booking or payment. The Company is filing its GST returns in the states wherein it has obtained registration. However, there is no reconciliation available with the Company for the sales / input tax credit "ITC" appearing as per books of accounts and details filled in the GST returns. We further like to draw attention to Note no. 16 of the Standalone Financial Statements, which includes balance of Rs. 12,677.74 Lakhs pertaining to balance of input tax credit "ITC" receivables by the Company under Goods and Services Tax Act, 2017. The Company does not have any ITC register and has also not provided any reconciliation between "ITC balance appearing in books" and "balance appearing in GST department's portal". In absence of any such detail and reconciliation, we are unable to comment on accuracy or completeness of the same. Further, the company has long outstanding dues payable to employees amounting to Rs. 5,990.90 Lakhs as on 31st March, 2023. The company is in the process of evaluating the period from which dues to employees are outstanding and also in settlement of full and final amount payable to past employees of the company.

Sr. No.	Auditor's Opinion				Management's Response
Â	In view of the all of the above, we are unable to express an opinion on the matter. We had given a disclaimer of opinion on the standalone financial statements for year ended 31st March, 2022 in respect of this matter.				Â
19.	The Company has failed to repay deposits accepted by it including interest thereon in respect of the following deposits:				(i)    This issue has duly been explained in Chapter 8 of the Resolution Framework (RF) submitted to the Hon'ble Supreme Court and the Company shall take action as per the directions of the Hon'ble Court in this behalf. The New Management neither processes any such case nor it is authorized to do so till the Hon'ble Supreme Court takes a decision in this matter. (ii)    It is, however, clarified that disbursement to some fixed deposit holders (Sr. Citizens on a pro-rata basis) has been made through the Ld. Amicus Curie on the directions of the Hon'ble Supreme Court issued from time to time in the past. The details of amount disbursed to the FD holders directly from the Registry have been received in the Company on 22.11.2022 and the amount of disbursal is being captured in the books of accounts and reconciled. (iii)    Further refund of another amount of Rs. 13.19 Crore has been approved by the Hon'ble Supreme Court vide its Orders dated 01.02.2023 for refund of principal amount of FDs to depositors facing Medical Exigencies. As on 22.08.2023, the Company has already released an amount of Rs. 12.90 Crore to 501 out of 548 FD holders. The remaining cases are pending for want of receipt of requisite papers from the concerned Depositors.
	Rs. in Lakhs
	Particulars	Unpaid matured deposits (Principal amount) as at 31st March 2022	Principal paid during the year	Unpaid matured deposits (principal amount) as at 31st March 2023
	Deposits that have matured on or before March 31,2017	55,148.59	1,405.03	53,743.56
	The total unpaid interest as on 31st March, 2023 (including interest not provided in the books) amount to Rs. 59,677.16 Lakhs. Further, the Company has not provided for interest payable on public deposits which works out to Rs. 6,678.84 Lakhs for the year ended 31st March 2023 (Cumulative upto 31st March 2023- Rs. 41,795.45 Lakhs). Besides, the impact of non-provision of interest payable on public deposits of Rs. 6,678.84 Lakhs for the year ended 31st March 2023 on the profit and loss, we are unable to evaluate the ultimate likelihood of penalties/ strictures or further liabilities, if any on the Company. Accordingly, impact, if any, of the indeterminate liabilities on these Standalone Financial Statements is currently not ascertainable, and hence we are unable to express an opinion on this matter. Further, the Company has also accepted security deposits from various entities amounting to Rs. 22,129.99 Lakhs as on 31 st March, 2023. We have not been provided with any relevant agreement / document against which such security deposits have been received. Due to absence of any related details / document, we are not in a position to comment on possible impact of the same on the Company. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.

Sr. No.	Auditor's Opinion	Management's Response
20.	There have been delays in the payment of dues of nonconvertible debentures, term loans & working capital loans (including principal, interest and/ or other charges as the case may be) to the lenders of the company and the total of such outstanding amount to Rs. 7,95,501.55 Lakhs as on 31st March, 2023. The lenders have initiated the action against the company under various act(s). On account of the same, we are unable to determine the impact of the likely outcome of the said proceedings and hence we are unable to express an opinion on this matter. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i)    The total financial liability of Unitech Group to the tune of Rs. 5,552.60 Crore as on 31.12.2019 has been captured in Annexure-C of the Resolution Framework (RF) submitted before the Hon'ble Supreme Court. The financial liability of Unitech Limited has now risen to Rs. 5,987.47 Crore as on 31.03.2022 as per Standalone Financial Statement for the period. (ii)    A total of 19 lenders, including Banks and ARCs, have filed 65 cases in various DRTs, namely, New Delhi (DRT-1), Chandigarh, Chennai, Kolkata, Mumbai, Lucknow and Allahabad. In view of the moratorium granted by the Hon'ble Supreme Court, all these cases have been ordered to be adjourned sine die. (iii)    Various lenders have also filed IAs in the Hon'ble Supreme Court, which are pending consideration by the Hon'ble Supreme Court. (iv)    Since the matter has already been covered in the Resolution Framework and the final payment of principal amount and/or interest thereon shall be made only in accordance with the decision of the Hon'ble Supreme Court in this behalf.
21.	Standalone Financial Statements of the Company as on 31st March, 2023 which contains the details of Intervention Application "IA" before Hon'ble Supreme Court of India wherein, the Company has stated that erstwhile management has invested in the state of Hyderabad through a collaboration agreement with M/s Dandamundi Estate and Mr. D.A. Kumar and deposited an amount of Rs. 48,131.00 Lakhs (out of which an amount of Rs. 600.00 Lakhs got adjusted on account of some dues of M/s Dandamundi Estate). Now the new management, is trying to recover the amounts deposited with M/s Dandamundi Estate and Mr. D.A. Kumar along with interest @ 18% pa and has not created any provision against said deposit in the books of accounts on account of matter being subjudice. In view of the same, we are unable to express an opinion on this matter. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i)    The Company has filed an IA No. 47995/2021 dated 27.03.2021 before the Hon'ble Supreme Court for recovery of the amount. Hence, the matter is sub-judice. (ii)    Notwithstanding the IA pending before the Hon'ble Supreme Court, the management has held meetings at the level of Directors and Justice A.M. Sapre with Mr. D.A. Kumar and visited the land sites twice on 24.06.2022 and 02.01.2023. (iii)    It was agreed in the last meeting held at the level of Justice Sapre and the Chief Secretary, Telangana that the District Administration would complete the site survey and identify the areas, which have been encroached. It was also inter-alia directed by the Chief Secretary that no further sale deeds may be allowed to be executed on the land parcels owned by Unitech Limited and its collaborator. (iv)    On follow-up with the District Collector of Medchal Malkajgiri, Hyderabad, it has been learnt that a Surveyor has been appointed to complete the process of site demarcation, which is expected to be completed in about next two months' time. (v)    This is an action under progress.

Sr. No.	Auditor's Opinion	Management's Response
22.	The Company is unable to correctly map the monies received from the customers towards maintenance charges with appropriate customer codes. Due to this, Rs. 483.74 Lakhs have been accounted for under advance from customer during the financial year ending 31st March, 2023. Cumulative total of such receipts, which are not identifiable, is Rs. 2,897.90 Lakhs. Due to non-availability of data and supporting documents, we are unable to express an opinion on the same. We had mentioned this matter under "other matter" on the standalone financial statements for the year ended 31st March, 2022.	(i)    The requisite MSAs of all the concerned projects have already been shared with the statutory auditors. (ii)    As far as the mapping of monies received from the residents (with customer codes) towards maintenance charges are concerned, it is clarified that a mixed bag of arrangements, which has been continuing since long. This observation relates to a total of ten projects comprising 06 Residential and 04 JV Commercial projects. This comprises of (i) where the RWAs are collecting the money and spending from out of a joint account, (ii) where the RWA are collecting and spending on their own, and (iii) Where Unitech and its JV are collecting the Maintenance Charges and spending the same. The main problem is that the RWAs have not maintained the customer-wise accounts with their customer codes. This has been taken up with the concerned RWAs for reconciliation thereof. The RWAs/ AoAs of 04 projects of Greater Noida and 06 projects of Gurugram, have started the exercise which, may take about 3 to 6 months time for final reconciliation. (iii)    The complete verification and mapping of the amounts is expected to be completed by 31.12.2023.
23.	Filina of E-forms with Reaistrar of Companies The Company has failed to submit following e-forms with Registrar of Companies during the year: a)    Form DPT-3 - Return of Deposit b)    Form CRA-4 - Cost Audit Report for F.Y. 2020-21 file with the Central Government.	(i)    E-Form DPT-3: The Company has now received Statutory Auditor's certificate pertaining to e-Form DPT-3 from M/s R. Nagpal & Associates for the Financial Year 2019-20. (ii)    The requisite e-Form DPT-3 for FY 2019-20 has already been filed. For the subsequent Financial Years 2020-21 and 2021-22, the Company is in discussions with the Statutory Auditors for the requisite certificates, which are likely to be filed by 30.09.2023. (iii)    Form CRA-4 - Cost Audit Report: (a)    The erstwhile Management of Unitech Limited had appointed M/s M.K. Kulshreshta & Associates as the Cost Auditor of the Company in its BoD meeting held on 13.02.2015. Mr. Kulshreshta continued as the Cost Auditor of the Company till FY 2019-20. (b)    Mr. Kulshreshta did not submit any Cost Audit Report since his fee was not paid by the erstwhile Management.

Sr. No.	Auditor's Opinion	Management's Response
Â	Â	(c)    Further, the Company has appointed M/s Pant S. Associates as the Cost Auditors for the period 2017-18 to 2021-22. M/s Pant S. Associates has been appointed as the Cost Auditor for a further period of two years from FY 2022-23 to FY 2023-24, as per the decision of the BoD taken in its meeting held on 13.07.2023. (d)    It is informed that the Cost Audit Reports for the Financial Years from 2017-18 to 2021-22 have been submitted by the Cost Auditor, which are being placed in the meeting of the Board of Directors scheduled to be held on 29.08.2023 for approval and adoption.
24.	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:- a)    Complete details of title deeds of immovable properties not held in the name of the Company. b)    Details of benami property held and if any proceeding has been initiated or pending against the Company, if any c)    Details of quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts. d)    Complete details of Company declared wilful defaulter by the bank or financial institution or other lender. e)    Utilization of borrowed funds. f)    Relationship and transactions with struck off companies. g)    Ageing for trade receivables. h)    Ageing for trade payables. i)    Details related to creation/ satisfaction of charges. j)    Details related to surrender or disclosure of income in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or any other) relevant provisions of the Income-tax Act, 1961.	(i)    After the new Management took over pursuant to the order dated 20.01.2020 passed by the Hon'ble Supreme Court, the Company has been making efforts to collect the title papers of pan-India land parcels held by Unitech Group and keep them in the safe custody in the Central Record Room at Gurugram. (ii)    There have been challenges in the reconciliation of land parcels between the Land Division and the Accounts Division. Since a large number of landholdings have been charged or mortgaged, the process of reconciliation has been taken in hand, which is at an advance stage of completion and is expected to be completed by 30.06.2023. The statement of reconciliation would be shared thereafter with the Statutory Auditors for appropriate appraisal and review. (iii)    The delay in reconciliation has primarily been because of the problems inherited by the new Management and also on account of the fact that various key personnel left the Company after the appointment of new Board of Directors. (iv)    The management has no details of benami property, which is a subject matter of investigations by the Investigation Agencies. (v)    Since all the Loan Accounts, except PNB Loan Account pertaining to Ciena, are NPAs and, therefore, quarterly returns and statements of current assets are not being filed by the Company with the Banks and Financial Institutions.

Sr. No.	Auditor's Opinion	Management's Response
Â	Â	(vi)    As to whether the Company has been declared a Wilful Defaulter by the Banks or Financial Institutions or other Lenders or not, the Company shall share the information in this regard with the Statutory Auditors in due course of time. It is, however, pointed out that the Company has recently received a communication from Bank of Maharashtra, whose reference has been made in Note No. 79 of the Standalone Financial Statement for the FY 2022-23. (vii)    No funds have been borrowed by the Company from any Bank or Financial Institution after the appointment of the new Board of Directors. As far as the funds borrowed prior to the appointment of new Board of Directors are concerned, the specific details about their utilization are not available in the Company and that this aspect is also being looked into by the Central Investigating Agencies. (viii)    As far as other Observations mentioned in Sr. No. 25 are concerned, the Company has already started the process to collect the relevant information from various sources which are available to the new Management. As soon as the information is collected, the same shall be shared with the Statutory Auditors.
25.	Standalone Financial Statements, with respect to opening balances appearing in the books of accounts of the Company as on 1st April, 2020, there is no information/ supporting documents available with the Company related to following accounts: - a)    Other comprehensive income / (loss) amounting Rs. (52,331.93) Lakhs b)    Provision for bad and doubtful debts/ trade receivables amounting Rs. 32,373.95 Lakhs c)    Allowances for bad and doubtful loans and advances to related parties amounting to Rs. 1,589.05 Lakhs d)    Other loans and advances amounting to Rs. 520.00 Lakhs e)    Trade receivables and advances received from customers amounting Rs. 1193,075.62 Lakhs f)    Loans/ advances given to subsidiaries, joint ventures and associates amounting to Rs. 468,932.90 Lakhs g)    Loans taken from subsidiaries, joint ventures and associates amounting to Rs. 74,192.20 Lakhs h)    Expenses payable amounting to Rs. 51,612.66 Lakhs i)    Current Tax Assets amounting to Rs. 3,004.64 Lakhs	(i)    The opening balances pertaining to the items mentioned under Sr. No. 25 are outstanding for a long time and pertain to the period of the erstwhile Management which has since been superseded by the Hon'ble Supreme Court vide its order dated 20.01.2020. (ii)    The Company has been facing serious constraints because of the resignations of several key personnel who left the Company either prior to the appointment of the new Management or immediately after the new Management took over. Further, even the availability of records has been a serious challenge for the new Management. (iii)    However, all out efforts are being made to collect and compile the requisite information as sought and would be shared with the Statutory Auditors in due course of time.

Sr. No.	Auditor's Opinion	Management's Response
Â	j)    Deferred Liability amounting to Rs. 2,36,049.12 Lakhs k)    Advance given for purchase of land amounting to Rs. 61,287.37 Lakhs and its Ind AS Adjustments amounting to Rs. 4,365.00 Lakhs. l)    Provision for doubtful advance given for purchase of land amounting Rs. 30,000.00 Lakhs m)    Investment in Subsidiary - Corporate Guarantee amounting to Rs. 8.70 Lakhs. n)    Investment in CIG Funds (Ind AS Adjustments) amounting to Rs. 960.83 Lakhs. o)    Security Deposits receivables (Ind AS Adjustments) amounting to Rs. 2,867.51 Lakhs. p)    Prepaid Expenses (Ind AS Adjustments) amounting to Rs. 17.84 Lakhs. q)    Loans to Subsidiaries (Ind AS Adjustments) amounting to Rs. 50,730.57 Lakhs. r)    Term loans from bank and Financial Institution (Ind AS Adjustments) amounting to Rs. 63.93 Lakhs. s)    Other Payables (Ind AS Adjustments) amounting to Rs. 7.19 Lakhs Considering the significance of amounts involved in above mentioned areas, we are not in a position to express an opinion on the Standalone Financial Statements as on 31st March, 2023. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	Â
26.	The Company has not provided the complete details of pending litigations against the Company, outstanding bank and corporate guarantees and commitments to be performed by the Company. In view of above, we are unable to express an opinion on the same. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i)    The relevant information pertains to the period of the erstwhile Management which has since been superseded by the Hon'ble Supreme Court vide its order dated 20.01.2020. The Company has been facing serious constraints because of the resignations of several key personnel who left the Company either prior to the appointment of the new Management or immediately after the new Management took over. Further, even the availability of relevant records has been a serious challenge for the new Management. (ii)    The Central Investigating Agencies, like Enforcement Directorate, SFIO, and CBI, among others, are already investigating on various issues. Since the Company is not aware about the stage of the completion of these investigations, it is neither possible nor feasible for the new Management to quantify the liabilities of the Company at this stage.

Sr. No.	Auditor's Opinion	Management's Response
Â	Â	(iii) As far as the court cases are concerned, it is pointed out that there were in all 4,001 court cases pending pan-India against the Company, out of which 1,558 cases have so far been disposed of. Hence, there are at present 2,443 active cases, out of which except those which have been filed by the Company, all other cases have been laid to rest by virtue of the moratorium granted by the Hon'ble Supreme Court vide its order dated 20.01.2020. A broad break-up of important cases is tabulated herein below:
		Particulars	Active	Disposed of	Total
		Income Tax Cases	20	2	22
		Provident Fund Cases	10	-	10
		Homebuyers	1,418	337	1,755
		Total	1,448	339	1,787
		(iv) As far as the bank guarantees, corporate guarantees and other commitments are concerned, the relevant data has been shared with the Statutory Auditors while the original documents would be shared with them in due course of time.
27.	The Company has not performed the process of identification of creditors to be classified as Micro and Small Enterprises (MSE) during the year and due to absence of details of MSE, the Company cannot determine the amount outstanding to MSE creditors and interest due thereon under "The Micro, Small and Medium Enterprises Development Act, 2006". In view of above, we are unable to express an opinion on the same. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i)    The observation is admitted as correct. However, the MSMEs are entitled to a speedier remedy under the MSME Act, 2006. The management has not received any notice from any such authority in any state where the MSMEs can seek relief. (ii)    It is believed that the MSME creditors, if any, should primarily be from among the Vendors/ Contractors of the Company or any of its subsidiaries. It may open a Pandora's box if the management starts writing to all its creditors to ascertain if they are MSMEs or not. (iii)    The information about their registration under the MSME Act is to be supplied by the concerned parties only in order to claim the benefits as prescribed therein. It is best left to the claimant to exercise any such privilege if he/she is entitled to the same. (iv)    In absence of requisite information on this account, the Company is not in a position to quantify the amounts including interest, which may have become due to such MSME Suppliers. As such, it is proposed that as and when any such claim is received, the same would be processed on priority and shared with the Auditors in due course.

Sr. No.	Observations of the Secretarial Auditor	Response of the Management
1.	The Company has failed to repay deposits accepted by it including interest thereon before the commencement of Companies Act, 2013. The matter of fixed depositors is pending before the Hon'ble Supreme Court and deposits are being repaid in accordance with the directions of the Hon'ble Supreme Court.	The matter related to Fixed deposits is being supervised and managed under the directions of the Hon'ble Supreme Court. The Company has not accepted or re-paid any FD at its own level.
2.	The Company has been generally filing the forms and returns with the Registrar within the prescribed time. However, there are few instances where there have been delays in filing. The Company has failed to submit return of deposits in Form DPT-3.	The filing of e-form DPT 3 for FY 2022-23 can be done only after the approval of Financial Statements, which are being placed in the meetings of Audit and Risk Management Committee and the Board of Directors scheduled to be held on 29.08.2023.
3.	The Company failed to hold its Annual General Meeting for the financial year ended 31st March, 2022 within the prescribed time without seeking approval of the Registrar of Companies. However, as on date of this report, the meeting has been held on 31.03.2023.	The delay in holding the AGM for FY 2021-22 was beyond the control of the new Management. However, it is pertinent to mention that the AGM for FY 2021-22 has already been held on 31.03.2023. It is further mentioned that the AGM for FY 202223 is proposed to be held on 29.09.2023. All due care shall be observed for holding the AGMs in time, as observed by the Secretarial Auditor.
4.	The Company failed to establish Internal Audit System in terms of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.	The Company has already initiated the process of appointment of Internal Auditor to comply with the provisions of section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014. Accordingly, a few firms have been shortlisted by the Management for appointment as Internal Auditor and efforts are being made to finalise and make the said appointment at the earliest.
5.	The Company failed to appoint Chief Financial Officer in terms of Section 203 of the Companies Act, 2013.	The Company has been looking for suitable candidate for the position of Chief Financial Officer (CFO) and plans to make the said appointment at the earliest to comply with the provisions of section 203 of the Companies Act, 2013.
6.	There are instances of late submission of some documents/ reports under LODR to the Stock exchanges. The Company has filed clarification in response to the notices issued by the stock exchange(s) and the Company has not paid any fine to Stock Exchanges.	The Company will, henceforth, make every possible endeavour to file all documents/ reports to the Stock Exchanges under the SEBI (LODR) Regulations 2015 within the prescribed timelines.

Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013, read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in its meeting held on 27.04.2023, has appointed CS Kiran Amarpuri, Company Secretary in Practice (CP No. 7348), to conduct the Secretarial Audit of the Company for the financial year 2022-23.

 

The Secretarial Audit Report for the financial year 2022-23 (Form MR-3) submitted by the Secretarial Auditor is annexed herewith at Annexure-1, which may be read as an integral part of the Board Report.

The response of your Directors to the observations made by the Secretarial Auditor is as follows:

 

7.	There was delay in approval of annual financial results and there are also instances of late submission of financial results for the quarter and year ended 31st March 2022. Further, there are instances of non-compliances for preparation, approval, submission and publication of financial results for the period ended 30th June, 2022, 30th September 2022, 31st December 2022 and 31st March 2023. Consequently, Disclosure of related party transactions could not have been made. As on date of this report, financial results for the quarter ended 30th June 2022 have been approved by the Board of Directors and submitted to the Stock Exchanges. The action of continuation of trading in securities in 'z' category for non-filing of financial results was initiated by the Stock Exchanges.	(i)    The new management has inherited the legacy of substantial non-compliances from the erstwhile management which has resulted in delays in the approval of financial results. Further, the erstwhile Statutory Auditors of the Company, M/s R. Nagpal & Associates, Chartered Accountants, resigned as Statutory Auditors in January, 2020 as they could not obtain the “Peer Review" certificate from the “Peer Review Board" of Institute of Chartered Accountants of India (ICAI). Thereafter, the Company took some time in identifying a suitable firm of Chartered Accountants that could be appointed as Statutory Auditors in place of the erstwhile auditors. (ii)    The Key Managerial Personnel and various other employees of the Company also resigned from the service after the appointment of the new Management. Further, availability of credible data and relevant documents have also been serious issues which the Management has been facing ever since its appointment. (iii)    The financial results for the quarter ended 30th June 2022 have already been approved by the Board of Directors in its meeting held on 13.07.2023 and submitted to Stock Exchanges. (iv)    The financial results for the quarter and six months ended 30.09.2022, quarter and nine months ended 31.12.2022 and quarter and year ended 31.03.2023 are proposed to be placed for consideration and approval in the meetings of the Audit and Risk Management Committee and BoD proposed to be held on 29.08.2023. As far as the holding of AGM is concerned, the AGM for the FY 2022-23 is scheduled to be held on 29.09.2023. (v)    The Company will, henceforth, make every possible endeavour to approve the Financial Results within the statutory time limits and make requisite filings with the Stock Exchanges on time.
8.	There are instances of legal cases filed against the Company under the various laws applicable to the Company. These cases are filed with various courts of the Country. Moratorium on all the proceedings against the company is continued in terms of order of Hon'ble Supreme Court dated 20.01.2020	Moratorium on all proceedings against the Company is continued in terms of order of Hon'ble Supreme Court dated 20.01.2020.
9.	With regard to the unclaimed and unpaid amounts pertaining to matured deposits and interest accrued thereon, the Company has informed us that a number of depositors have put in claims which are pending before various judicial fora for the matured deposits and interest accrued thereon. The amount which was due to be transferred to IEPF Fund with respect to unpaid and unclaimed matured deposits and interest thereon, which is outstanding for a period of seven years from the date they became due for repayment, have not been transferred to IEPF Fund constituted under Section 125 of the Companies Act, 2013.	Chapter 8 of the Resolution Framework deals with the subject of Fixed Deposits, which is awaiting final adjudication from the Hon'ble Supreme Court. Any payments of the principal amount of the FDs is being made by the Company as per the directions from the Hon'ble Supreme Court from time to time. The Company has not accepted or re-paid any FD at its own level.

Particulars of Loans, Guarantees or Investments

Particulars of Loans and Guarantees given or Investments made under section 186 of the Companies Act, 2013, are given in the respective Notes to Standalone Financial Statements.

Contracts or arrangements with Related Parties under section 188(1) of the Act

With reference to section 134(3)(h) of the Companies Act, 2013, all Related Party Transactions (RPTs) under section 188 of the Companies Act, 2013 and regulation 23 of the Listing Regulations were placed before the Audit Committee and the Board. All contracts/ arrangements/ transactions made by the Company during the relevant year with the Related Parties were in the ordinary course of business and on an arm's length basis.

As detailed in Note No. 46 of Standalone Financials Statement, the Company has not entered into any transaction with related parties during the year under report, which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions. In view of the same, giving particulars of contracts or arrangements with the Related Parties in Form AOC-2 is not required for the year under review. The Company has framed a policy on dealing with Related Party Transactions and the same is available at Company's website www.unitechgroup. com. Your Directors draw your attention to Note No. 46 to the Standalone Financial Statement, which sets out the related party disclosures.

The State of the Company's Affairs

1.    The Directors of your company had engaged M/s Anarock Consultants Private Limited to carry out the market valuation of unsold inventories of Unitech Group on a representative basis in its various residential projects as on 31.03.2021, with a stipulation that it would revalidate the market value of unsold inventories as of 01.10.2023 also. In compliance of the same, M/s Anarock has revalidated the market value of the unsold inventories as of 01.10.2023 and submitted its final report to the Management.

2.    During the year under review, the Management issued a public notice dated 31.08.2022 regarding meetings with the homebuyers of Unitech's Noida Projects. The said meetings were convened to share the thought process of the new Management about the future roadmap planned for Noida Projects and to seek the consent of homebuyers on the Proposed Revised Layout Plans, subject to approval of the Competent Authority, to improvise the planning of Projects with suitable modifications in compliance of (i) Uttar Pradesh Apartment (Promotion of Construction, Ownership and Maintenance) Act, 2010, and (ii) UP Real Estate Regulation Act, 2016. Meeting for the Unitech Golf and Country Club, Sector 96-97-98, Noida,

was held on 04.09.2022, followed by Unihomes-3 in Sector-113 Noida and Unihomes in Sector-117, Noida, on 06.09.2022 and 08.09.2022, respectively. It may be noted that the number of consents received from the homebuyers fulfilled the requisite 2/3rd requirement as per law. Pursuant thereto, the Revised Layout Plans and Building Plans have been submitted to Noida Authority along with the Consent Forms. Approval of the Noida Authority is still awaited.

3.    During the year under review, the Management of your Company has submitted 25 applications for renewal of licenses to the Department of Town and Country Planning, Haryana on 08.07.2022 and deposited the current renewal fees also with respect to the same. The Town & Country Planning Department has already granted renewal of 24 out of 25 Licenses vide its orders dated 07.09.2022. Further, applications have also been submitted for Grant of Occupation Certificates (OCs) in respect of six projects of Unitech in Gurugram, out of which four have duly been granted by the competent authority. Further, applications for release of revised Building Plans were submitted for three projects, which have been sanctioned. Out of the Zoning Plans submitted for three projects, the same have been approved for two projects.

4.    During the year under review, on the directions of the Hon'ble Supreme Court vide its order dated 17.08.2022, the Revised Payment Plan along with details regarding the tentative timelines for completion of the residential projects was uploaded on the website of the Company on 19.08.2022. The Homebuyers were requested to give their comments/ suggestions on the Revised Payment Plan to a dedicated e-mail id. Accordingly, 503 e-mails were received on the subject. The suggestions/ observations of 503 homebuyers were compiled along with the management's response thereto and filed before the Hon'ble Supreme Court. As on the date of this report, the said issue is yet to be adjudicated by the Hon'ble Supreme Court.

5.    During the year under review, the matter of sale of Unitech Power Transmission Limited (UPTL) has also been under consideration. The Board of Directors accorded their approval to engage M/s. Ernst & Young (EY) as Transaction Advisers for the divestment of UPTL in the Meeting of the BoD held on 14.02.2023 at a success fee of 1.75% of the Enterprise Value, capping of OPE at Rs. 5 lakhs and with an exclusivity period of 09 months. The matter of divestment of UPTL was put up on the website of Unitech Limited on 06.04.2023 inviting Expressions of Interest (EOI) from interested parties till 19.04.2023. In addition, M/s E&Y had also sent communications to 37 prospective investors. A total of 10 parties submitted their EOIs by the due date. Following from the above, Non-disclosure Agreements

(NDAs) were signed with these 10 parties. Another Notice was uploaded on the Unitech's Website and on the e-Tendering portal on 26.04.2023 inviting nonbinding offers from these 10 parties up to 01.05.2023. In response thereto, non-binding offers were received within the fixed timelines only from 04 parties, namely, (a) M/s Jakson Limited (Rs. 65 Crore), (b) M/s JSC OGCC Kazstroyservice (Rs. 25 Crore), (c) M/s Shilpa Steel and Power Limited (Rs. 20 Crore), and (d) M/s Shree Metals (Mujbi) Private Limited (Rs. 10 Crore). The non-binding term-sheets were opened on 02.05.2023. Since the value offered by M/s Jakson Limited was found to be the highest among all the bidders, it was allowed to conduct Due Diligence as per the process note prepared by E&Y in consultation with UPTL to facilitate the highest bidder to submit its Binding Offer on or before 17.06.2023. Eventually, the Binding Term Sheet for an amount of Rs. 65 Crore was received on 17.06.2023, along with a BG of Rs. 1.00 Crore. The highest bidder had subsequently agreed to improve its offer to Rs. 67.00 Crore. The Board has already approved the proposal by Circulation.

6. The Hon'ble Supreme Court, vide its order dated 18.05.2022, appointed Justice (Retd.) A. M. Sapre to be associated with every stage of tendering process and that the same be carried out under his supervision. Based on the ground-work done by PMCs, it was estimated that about 130 Tenders would be required to be floated for completion of all the 74 residential and 12 commercial projects. Since, it was practically not possible to float all the 130 tenders in one go, the Management decided to float these 130 odd tenders in four to five Lots with each Lot comprising about 30-35 tenders. Accordingly, after the approval of the Board of Directors (BoD) and Justice (Retd.) A. M. Sapre in the month of November/ December 2022, a total of 35 Tenders (as Lot-1) were floated on 02.01.2023 on Unitech's e-tendering web portal etenders.unitechgroup.com. After the last date of submission of tenders, it was discovered that no bids were received against 18 tenders (out of 35) whereas both the bids received in case of one tender failed to meet the eligibility criteria and both the bids received in respect of another tender were abnormally high, resulting in the rejection of bids for these 02 tenders. Thus, bids were required to be called afresh in respect of these 20 tenders (18+1+1). Balance 15 tenders, which were found to be technically eligible and financially acceptable, were recommended for Award of Contracts by the PMCs and EIL, which in turn was duly approved by the BoD in April, 2023 and submitted to Justice (Retd.) A.M. Sapre for his approval and onward recommendation to the Hon'ble Supreme Court seeking its permission for Award of Contracts to the successful bidders qua these 15 tenders. Justice (Retd.) A. M. Sapre scrutinized the same and submitted his recommendations to the Hon'ble Supreme Court.

Approval of the Hon'ble Supreme Court for Award of Contracts in respect of these 15 Tenders is awaited. The Letters of Intent (LoIs) would be issued to the Contractors after approval of the Hon'ble Supreme Court is received and works would commence at the respective projects thereafter.

7.    In continuation of the Tendering process, 2nd Lot of 31 Tenders were prepared by the PMCs and duly reviewed by the EIL. Thus, a total of 51 Tenders (20 re-tenders of Lot-1 and 31 tenders of Lot-2), duly approved by BoD and Justice (Retd.) A. M. Sapre, were uploaded on Unitech's e-tendering web portal on 08.05.2023 and 09.05.2023. Accordingly, these tenders were uploaded/ floated on the portal. A total of 103 bids were received against 42 Tenders as no bids were received against 09 Tenders. Finally, after technical and financial evaluation and negotiations held with 15 bidders, bids received against a total of 34 Tenders have been finalised, approved by the Board and Justice Sapre. As on date, 15 Tenders of Lot-1 and 34 Tenders of Lot-2, have been recommended by Justice (Retd.) A.M. Sapre for the approval of the Hon'ble Supreme Court.

8.    During the year under review, M/s MSTC were engaged as the Auctioneers for handling the auction of various unencumbered land assets of Unitech Group. M/s MSTC has an experience of about 50 years in conducting/ handling auctions of various items including properties belonging to various Government Organizations and has developed a robust e-auction platform for the purpose. Further, the e-auction processes had been approved to be incorporated in the Land Sale Policy and SOP which has been duly approved by the Hon'ble Supreme Court vide its order dated 17.08.2022. As on the date of this report, M/s MSTC has been supplied with information in order to develop the auction catalogue and it is proposed that the unencumbered properties will be hosted for e-Auction shortly.

9.    Document Management System/ Content Management System has been installed and configured in the Company. Data Storage Structure for Documents related to Projects has been created. Project Documents in electronic format are being moved to the DMS.

Amount, if any, proposed to be carried to any Reserves

As the Company is incurring losses since last several years, no amount is proposed to be carried to any reserve during the year under review.

Dividend

As your Company has incurred a net loss during the year under review, your Directors have not recommended any dividend for the year ended 31^st March, 2023.

Conservation of Energy, Technology Absorption

Since the Company does not own any manufacturing facility, except Unitech Power Transmission Limited (UPTL),

a wholly-owned subsidiary company, the requirement of disclosure of particulars relating to conservation of energy and technology absorption is not applicable.

Foreign Exchange Earnings and Outgo

The Company is engaged in developing/ constructing residential and commercial properties in India and it used to sell the immovable properties to customers in India and abroad in the past. However, no sale of immovable properties has been carried out after the change of Management. During the year under review the Company has not sold any overseas property. The foreign exchange earnings and outgo of the Company during the year under review were NIL.

Risk Management

Risk Management Policy of the Company is in place and has been updated and approved in the meeting of the Board of Directors held on 13.07.2023. The objective of the policy is to identify and assess the key risk areas, and to mitigate risks, and monitor/ report effectiveness of the processes and controls and advance action, which may need to be taken to mitigate such risks.

Corporate Social Responsibility

The Company has not undertaken any CSR activities during the year under review, since there is loss during the preceding three financial years. The Annual Report on CSR activities is attached herewith at Annexure-2, which may be read as an integral part of the Board Report.

Internal Financial Control for Financial Statements

The Board of Directors have been reviewing the sufficiency of existing internal control systems and assessing the

need to bring better financial control measures, which are commensurate with the size of the business of the Company.

Audit and Risk Management Committee

The composition of the Audit and Risk Management Committee is provided in the Corporate Governance Report, which forms an integral part of the Board Report.

Vigil Mechanism

Pursuant to section 177 (9) of the Companies Act, 2013, read with rules made thereunder and regulation 22 of the Listing Regulations, the Company has Vigil Mechanism for Directors and Employees to report genuine concerns. The policy has been posted at Company's website i.e. http:// www.unitechgroup.com/investor-relations/whistle-blower-policy.asp During the year under review, the Company has not received any such report in this behalf.

Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Deposits

During the year under review, the Company has not accepted any Deposits under the provisions of section 73 and 76 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014. Particulars of Deposits covered under Chapter V of the Companies Act, 2013 are as follows:

 

Particulars	Details
Amount of Deposits accepted during the financial year 2022-23.	NIL
Amount of Deposits remained unpaid or unclaimed during the year, i.e. as on 31.03.2023	Rs. 537.44 crore (Principal Amount)
Whether there has been any default in repayment of Deposits or Interest thereon; and if so the number of times and the total amount involved- ?    At the beginning of the year ?    Maximum during the year ?    At the end of the year Details of Deposits which are not in Compliance with Chapter V of the Companies Act, 2013	(i)    The Company had filed an application in March 2015 before the Hon'ble CLB [Now NCLT] for seeking, inter-alia, re-scheduling of repayment of Fixed Deposits. The Hon'ble National Company Law Tribunal, New Delhi (NCLT) dismissed the said application. The appeal against the said order was also dismissed by the Hon'ble NCLAT vide its order dated 31st January, 2017. (ii)    Some Depositors filed intervention applications (IAs) before the Hon'ble Supreme Court in the matter of homebuyers of the Company. Considering their applications, the Hon'ble Supreme Court directed the Amicus Curiae to create a web-portal where the Depositors could provide their requisite information. Accordingly, in compliance of the ibid direction, the Ld. Amicus Curiae created a web-portal for the purpose.

 

Â	(iii)	Hon'ble Supreme Court vide its order dated 12th December, 2019, allowed refunds to FD holders who were senior citizens, aged 60 years and above. Ten per cent of the amount deposited with the Registry at that time i.e. Rs. 17.4 crore was allocated for the purpose. Having regard to the huge number of FD holders, who had registered themselves on the web-portal, the Hon'ble Court allocated a further sum of Rs. 30 crore for distribution amongst them. The additional amount of Rs. 30 crore was also to be disbursed to FD holders of the age group of 60 years and above, in terms of the earlier direction/s. Out of the allocated sum of Rs. 47.40 Crore allocated, an amount of Rs. 31.23 Crore has been disbursed till 22.11.2022 as per the report of the Registry of the Hon'ble Supreme Court.
Â	(iv)	Further, the Hon'ble Supreme Court, on recommendations of Justice Sapre, approved the release of Rs.13.19 Crore for payment of the principal amount of Fixed Deposits to 548 FD holders vide its order dated 01.02.2023 on grounds of medical exigencies. The said amount has been received in the Company's Account. As on 10.07.2023, a total of Rs. 12.90 Crore has been refunded to 501 FD Holders. The outstanding principal amount payable to the FD holders amounts to Rs. 535.87 Crore as on 10.07.2023.
Â	(v)	Accordingly, the matter pertaining to public deposits is presently before the Hon'ble Supreme Court as addressed in Chapter 8 of the Resolution Framework. Hence, the final action in this behalf would depend on the finality of the matter at the level of the Hon'ble Apex Court.

 

Particulars of Employees and Related Disclosures

The ratio of remuneration of each Director to the median employees' remuneration and other details in terms of section 197 (12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure-3, forming part of this report.

During the year under review, no employee was drawing remuneration of Rs 1.02 crore per annum which is required for inclusion in the statement containing particulars of employees as required under section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Significant and Material Orders

During the year under review, apart from various Orders passed by the Hon'ble Supreme Court, there were no significant and material orders passed by the regulators or tribunals that may impact the 'going-concern-status' and Company's operation in future.

Details of applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year

During the year under review, no application was made nor was any proceeding pending under the Insolvency and Bankruptcy Code, 2016, as per the records available with the Company.

Details of difference between the amount of valuation done at the time of one-time settlement and the valuation done

while taking loan from the Banks or Financial Institutions along with the reasons thereof

The same is not applicable for the year under review.

Cost Accounts and Cost Auditors

The Company is required to make and maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act. The Company has in its Board Meeting held on 13.07.2023 appointed M/s Pant S. & Associates (FRN: 101402) as Cost Auditors of the Company for conducting audit of cost records from FY 2022-23 to 2023-24. The remuneration to be paid to the Cost Auditor for FY 2022-23 & 2023-24 will be ratified in the ensuing Annual General Meeting of the Company.

Further, the observations of the Cost Auditor as given in his Cost Audit Reports for the Financial Years from 2017-18 to 2021-22 are given herein below along with the response of the Management on the same -

Cost Auditor's Observation	Management Response
Company has to maintain detail of area constructed during the financial year, that detail is not available at Company's end. Instead of area constructed, Company has mentioned each project as different service and mentioned one (01) quantity against each project.	The Company has been maintaining the details of each project as one single entity, as a standard practice from its inception, since calculations of amounts spent qua the area constructed each unit-wise is not practically feasible.

Prevention of Sexual Harassment at work place

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. During the year under review, no case/ complaints pursuant to the same were reported to the Board.

Acknowledgments

Your Directors wish to place on record their deep sense of appreciation for the co-operation received from the Members, Government authorities, customers and vendors. Your Directors also wish to place on record appreciation for the contribution made by each and every employee

of the Company. The Directors are also thankful to all the stakeholders for their continued help, assistance and support.

---

Mar 31, 2023

BOARD''S REPORT

Dear Members,

Your Directors hereby present the 52^nd Annual Report
and Audited Financial Statements of the Company for the
financial year ended 31^st March, 2023.

Financial Results

The Financial Performance of the Company for the financial
year ended 31^st March, 2023 is summarized herein below:

(Amount in Rs. Crore)
Particulars	2022-23		2021-22
Revenue from Operations including Other Income	132.14	132.14	61.14	61.14
Less: Expenses
Construction & Real Estate Project Expenditure including	48.88		48.89
Cost of Land Sold
Changes in Inventories of Finished Goods, work-in-progress and Stock-in-Trade
Employee Benefits Expense	16.41		17.08
Finance Costs	2452.04		928.47
Depreciation and Amortization Expense	2.51		2.52
Other Expenses	21.51		11.32
Total Expenses		2541.35		1,008.28
Profit/ (Loss) before Tax and Exceptional Items	(2409.21)		(947.14)
Less: Exceptional Items	-		-
Profit/ (Loss) before Tax		(2409.21)		(947.14)
Profit/ (Loss) from continuing operations after Tax		(2409.21)		(947.14)

Material changes affecting the Company

There were no material changes or commitments affecting
the financial position of the Company having occurred
between the end of the financial year to which the Financial
Statements relate and the date of report, other than the ones
already provided or stated in the Financial Statements.

Financial Highlights

The total income of the Company for the year under review
is Rs. 132.14 crore. The loss before tax stood at Rs. 2409.21
crore and loss after tax also stood at Rs. 2409.21 crore. On

consolidated basis, the total income stands at Rs. 491.96
crore. The consolidated loss before tax stood at Rs. 3113.76
crore and loss after tax stood at Rs. 3103.29 crore.

Segmental Revenues (Consolidated)

On consolidated basis, the Real Estate and related division
contributed Rs. 158.28 crore in the coffers of the Company,
whereas the contribution from the Property Management
business was Rs. 136.90 crore, and Rs. 167.18 crore from
the Power Transmission business. Hospitality and other
segments contributed Rs. 29.59 crore towards the gross
revenue.

Business and Operations

During the year under review, there was no change in the
business of your Company.

Operating Environment

The operating environment this year continued to remain
challenging. Geopolitical conflict in Europe coupled with
the global supply chain disruptions led to an unprecedented
inflation in food, energy and commodity prices. Aggressive
monetary tightening measures from Central Banks world¬
wide led to further pressure on emerging economies. The
widespread inflation posed major challenges specifically
with prices of several commodities inflating to their decadal
highs. There was, however, a normalization in economic ac¬
tivities after a couple of years of Covid induced disruptions.

Management Discussion and Analysis Report

The Management Discussion and Analysis (MDA) report
for the year under review, as stipulated in regulation 34 and
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as
''Listing Regulations''), has been enclosed separately, which
may be read as an integral part of the Board Report.

Report on Corporate Governance

The Report on Corporate Governance, along with
compliance certificate from CS Kiran Amarpuri, Practicing
Company Secretary (CP No. 7348), confirming compliance
of the conditions of Corporate Governance as stipulated in
Schedule V of the Listing Regulations, has been enclosed
separately, which may be read as an integral part of the
Board Report.

Consolidated Financial Statement

The Audited Consolidated Financial Statements of the
Company, its subsidiaries, associates and joint ventures
provided in the Annual Report have been prepared in
accordance with the provisions of the Companies Act, 2013,
read with Ind. AS 110- "Consolidated Financial Statements"
and Ind. AS 28- "Investments in Associates and Joint
Ventures" and Ind. AS 31 -"Interests in Joint Ventures".

Subsidiaries, Joint Ventures & Associates

Pursuant to provisions of section 129 (3) of the Companies
Act, 2013, a statement containing salient features of Financial
Statements of subsidiaries, joint ventures and associates
(Form AOC-1) of Unitech Limited is attached to the Financial
Statements. The said Statement portrays the performance
and financial position of each of Company''s subsidiaries,
joint ventures and associates. The policy for determining
material subsidiaries, as approved, may be accessed at the
Company''s website http://www.unitechgroup.com/investor-
relations/policy-determining-material-subsidiaries.asp.

The names of Companies which have become or ceased
to be subsidiaries, joint ventures or associate companies
during the year

There has been no change in the subsidiaries, joint ventures
or associate companies during the year under review.

Annual Return

As required under section 92 of the Companies Act, 2013,
the Annual Return for the financial year ended March 31,
2023 is available on the website of the Company and can
be accessed at http://www.unitechgroup.com/investor-
relations/regulation-46-annual-return.asp for reference and
perusal.

Details of Directors

Members are aware that faced with numerous litigations
by a large number of homebuyers and other stakeholders,
the Hon''ble Supreme Court directed the Union of India vide
its Order dated 18.12.2019 to propose the appointment of
an independent Board of Directors for Unitech Limited. In
compliance thereto, the Central Government proposed
the constitution of a new Board of Directors, which was
approved by the Hon''ble Supreme Court vide its Order dated
20.01.2020 passed in Bhupinder Singh Vs. Unitech Limited
in Civil Appeal No. 10856/2016. Following from the above,
the Hon''ble Supreme Court was pleased to simultaneously
direct the supersession of the erstwhile Management with
the appointment of a new Board of Directors.

During the year under review, there have been changes in
the composition of the Board of Directors of the Company.
Mr. Balasubramanyam Sriram, Mr. Niranjan L. Hiranandani
and Mr. Anoop Kumar Mittal resigned from the office of
Directors with effect from 13.06.2022, 10.08.2022 and

12.08.2022 respectively. Ms. Uma Shankar was appointed
as Director on the Board of the Company with effect from
19.10.2022. The composition of the Board of Directors as on

31.03.2023 was as follows:

Sr. No.	Name(s)	Designation	Date of Appointment
1	Sh. Yudhvir Singh Malik, IAS (Retd.)	Chairman & Managing Director	21.01.2020
2	Dr. Girish Kumar Ahuja	Director	22.01.2020
3	Sh. Jitu Virwani	Director	22.01.2020
4	Sh. Prabhakar Singh	Director	03.02.2020
5	Ms. Uma Shankar	Director	19.10.2022

Further, after the close of the financial year till the signing of
this report, no changes have taken place in the composition
of the Board of the Company.

Key Managerial Personnel

In compliance of the provisions of section 2(51) and 203
of the Companies Act, 2013, the following Directors and
Officials of the Company were designated as the Key
Managerial Personnel (KMP) of the Company during the year
under review:

Sr. No.	Name(s)	Designation
1	Sh. Yudhvir Singh Malik	Chairman and Managing Director
2	Sh. Ashok Kumar Yadav	Chief Executive Officer
3	Sh. Kailash Chand Sharma	Company Secretary up to the close of working hours as on 31st March, 2023
4	Ms. Anuradha Mishra	Company Secretary with effect from 1st April, 2023

Board Meetings

Thirteen (13) meetings of the Board of Directors were held
during the year under review. Details of the meetings are
provided in the Corporate Governance Report, which may
be read as an integral part of the Board Report.

Annual Evaluation of Directors, Committees and Board

All the Directors have been appointed by the Central
Government as its Nominee Directors. The annual evaluation
of performance of Directors, Committees and Board has,
therefore, not been undertaken.

Opinion of the Board with regard to integrity, expertise and
experience of the Independent Directors appointed during
the year

Ms. Uma Shankar was appointed as a Director by the
Ministry of Corporate Affairs vide its Order dated 19.10.2022,
in pursuance to the Order of the Hon''ble Supreme Court dat¬
ed 13.10.2022. Since all the Directors on the Board of the
Company have been appointed by the Central Government
with the prior approval of the Hon''ble Supreme Court, the
said opinion is not required to be provided. All the Directors,
including, Ms. Uma Shankar, who was appointed during the
FY 2022-23, are well known professionals from diverse fields
and have no personal/ pecuniary interest in the Company.

Statement on declaration by Independent Directors

The Directors of the Company have been appointed by
Central Government (Ministry of Corporate Affairs), in
compliance with the Order of the Hon''ble Supreme Court
dated 20.01.2020 and all the Directors are Nominee Directors.

Policy on Director''s Appointment and Remuneration

The Directors of the Company have been appointed by
the Central Government with the prior approval of Hon''ble
Supreme Court. No remuneration is being paid to the
Directors of the Company, except sitting fee for attending the
Board/ Committee meetings. The remuneration of Chairman
& Managing Director of the Company, as being paid, has
been determined by the Central Government in the Ministry
of Corporate Affairs. Hence, there is no formal policy in place
in respect of appointment and remuneration of Directors.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing criteria
for determining qualifications, positive attributes, and
independence of Directors, policy relating to remuneration
to Directors, Key Managerial Personnel and Senior
Management Personnel of the Company has been disclosed
in the Corporate Governance Report, which may be read as
an integral part of the Board Report.

Directors'' Responsibility Statement

Subject to the Audit qualifications raised by the Statutory
Auditors, findings of the investigations by different
Investigating Agencies and decisions by different Courts
of competent jurisdiction, the Directors confirm in terms of
section 134(5) of the Companies Act, 2013, that:

(i) While preparing the Annual Accounts for the year
ended 31^st March, 2023, the applicable accounting
standards have been followed along with proper
explanations relating to material departures;

(ii) The Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as on 31 ^st March, 2023 and of the loss of the
Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care
for the 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 fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on an
on-going concern basis;

(v) The Directors under the new Management will lay
down sound internal financial controls to be followed
by the Company and that such internal financial
controls would be adequately commensurate with the
size of its operation and business; and

(vi) The Directors under the new Management will
endeavour to devise proper system to ensure
compliance with the provisions of all applicable
laws and that such systems would be adequate and
operationally effective.

Details in respect of frauds reported by Auditors under sec¬
tion 143 (12) of the Companies Act, 2013, other than those
which are reportable to the Central Government

To the best of our knowledge and belief and subject to
the (i) outcome of the ongoing investigations by various
Investigating Agencies pertaining to transactions transacted
during the period of erstwhile Management or even
otherwise, having cascading impact, (ii) outcome of the
cases pending in Courts of competent jurisdiction, and (iii)
Audit qualifications, no frauds were reported by the Auditors
under section 143(12) of the Companies Act 2013, for the
year under review.

Auditor and Auditors'' Report

The Members of the Company appointed M/s GSA &
Associates, LLP, Chartered Accountants (FRN 000257 N/
N500339), as Statutory Auditors of the Company in the 50^th
Annual General Meeting, for a period of five years till the
conclusion of 55^th Annual General Meeting.

Auditors'' Report - Qualified Observations
Management''s Response to Independent Auditor''s Report of the Statutory Auditors on the Audited Standalone Financial Results of Unitech Limited for the Quarter and Financial Year ended 31.03.2023
Sr. No.	Auditor''s Observations	Management''s Response
1	(i) Unitech Limited ("the Company") held its annual general meeting for last 2 years with delays. The company had not applied for any extension for these annual general meeting to the Registrar of Companies, NCT of Delhi & Haryana and is in the process of estimation of penalty and other implications due to delay in holding of annual general meeting. (ii) Further, the Company also delayed in filing of its quarterly and annual/year to date results with Security and Exchange Board of India "SEBI". The Company has not taken any provision related to penalty on account of such delay and management is now planning to seek relief against such penalty from SEBI. (iii) We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i) The Annual General Meeting (AGM) for the year ended 31st March, 2022 was due to be held latest by 30th September, 2022. However, the AGM for the FY 2021-22 was held on 31.03.2023. The new management did not have access to complete records of various transactions of the Company. It caused delay in the finalization of accounts and convening of Annual General Meeting. The new Management has inherited several legacies under various provisions of law, including non¬ compliances related to non-holding of Annual General Meeting of Unitech Limited on or before the due dates. Ever since the new Management took control of Unitech Group as whole, it has been endeavoring to make the Group compliant in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and other applicable laws. (ii) The Company has scheduled its Annual General Meeting for the FY 2022-23 on 29th September 2023, which is well within the prescribed time-lines. (iii) The Management had taken up the issue of seeking exemptions and waiver of penalties from MCA as well as SEBI vide its letters dated 11.06.2020, 29.07.2020 and 27.08.2020 and had also sought the intervention of Secretary MCA to take up the matter with SEBI. The Secretary MCA also took up the matter with Chairman SEBI vide his letter dated 05.08.2020. SEBI responded vide its letter dated 09.09.2020 informing that the BSE and NSE had examined the issue in view of moratorium granted by the Hon''ble Supreme Court and the notice for suspension of trading of securities had been withdrawn. Finding that there was no positive response on waiver of penalties, the Management filed an IA No. 81660 of 2021 and 81663 of 2021 on 16.07.2021 in the Supreme Court seeking requisite reliefs, which is still pending. The above defaults on the part of the Company were also placed before the Hon''ble Supreme Court in the Action Taken Report-III filed on 28.03.2022

Sr. No.	Auditor''s Observations	Management''s Response
2.	(i) We have made references to the Resolution Framework (RF) for Unitech group which has been prepared under the directions of the Board of Directors of Unitech Limited appointed by the Central Government pursuant to the afore-said order of the Hon''ble Supreme Court and approved by the Board of Directors in their Meeting held on June 17, 2020/ September 10, 2020/ October 28, 2020/ April 27, 2022 and which has been filed with the Hon''ble Supreme Court. Through RF, 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. (ii) As the RF has not yet been approved by the Hon''ble Supreme Court, the impact of the proposed reliefs, concessions etc. have not been considered in the books of accounts. (iii) We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	The points mentioned herein are informatory in nature and the Management has no further comments to offer on the same.
3.	Material uncertainty related to aoina concern (i) Management has represented that the Standalone Financial Statements have been prepared on a going concern basis, notwithstanding the fact that the Company has incurred losses and has challenges in meeting its operational obligations, servicing its current liabilities including bank loans and public deposits. The Company also has various litigation matters which are pending before different forums, and various projects of the Company have stalled/ slowed down. (ii) 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. This activity is getting conducted under supervision of Justice Abhay Manohar Sapre, as appointed by Hon''ble Supreme Court of India. (iii) We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	The Management has already stated its position in the Resolution Framework submitted in the Hon''ble Supreme Court on 15.07.2020, followed by updated versions submitted on 05.02.2021 and 08.08.2022, wherein the Hon''ble Supreme Court has been prayed to grant certain concessions and reliefs so that the Company is able to fulfil its obligations towards the construction and completion of projects and meet other liabilities. The reasons for opting against the winding up the Company or its reference under IBC have fully been explained in the application filed for submission of the Resolution Framework.

Sr. No.	Auditor''s Observations	Management''s Response
4.	(i) The Company had received a ''cancellation of lease deed'' notice from Greater Noida Industrial Development Authority ("GNIDA") dated 18th November 2015. As per the Notice, GNIDA cancelled the lease deed in respect of Residential/ Group Housing plots on account of non¬ implementation of the project and non-payment of various dues amounting to Rs. 105,483.26 Lakhs. The said land is also mortgaged and the Company has registered such mortgage to a third party on behalf of lender for the Non-Convertible Debenture (NCD) facility extended to the Company and, due to default in repayment of these NCDs, the debenture holders have served a notice to the Company under section 13(4) of the SARFAESI Act and have also taken notional possession of this land. The Company had contractually entered into agreements to sell with 352 buyers and has also received advances from such buyers amounting to Rs. 6,682.10 Lakhs (net of repayment). No contract revenue has been recognized on this project. (ii) GNIDA has, in the meanwhile, in terms of the Order of the Hon''ble Supreme Court dated 18.09.2018, deposited on behalf of the Company, an amount of Rs. 7,436.35 Lakhs (Rs. 6,682.10 Lakhs and interest @ 6% on the principal amount of Rs. 6,682.10 Lakhs), out of the monies paid by the Company, with the registry of the Hon''ble Supreme Court. (iii) GNIDA has adjusted Rs. 9,200.00 Lakhs of Unitech Group''s liabilities towards the Company''s other projects with GNIDA and forfeited Rs. 13,893.42 Lakhs. The Company had paid a sum of Rs. 34,221.90 Lakhs, including Rs. 4,934.95 Lakhs of stamp duty on the land, for the said land. (iv) The matter in respect of the land is still pending before the Hon''ble High Court of Allahabad, and pending the final disposal, the Company has, subsequently, shown the amount of Rs. 18,339.80 Lakhs as recoverable from GNIDA in its books of accounts including stamp duty of Rs. 4,934.95 Lakhs and lease rent paid of Rs. 6,113.11 Lakhs. Further, the Company is also carrying (a) Other construction costs amounting to Rs. 80,575.05 Lakhs in respect of the projects to come upon the said land which also includes interest capitalized of Rs. 69,684.68 Lakhs.	(i) The matter is still pending in the Hon''ble High Court of Allahabad for final disposal. The Management is hopeful that its stand shall be vindicated in the Hon''ble Court and there shall be no adverse impact, other than the one already disclosed. (ii) As regards the amount of Rs. 7,436.35 lakhs (Rs. 6,682.10 lakhs interest @ 6% on the principal amount of Rs. 6,682.10 lakhs), deposited with the Registry of the Hon''ble Supreme Court, the said amount has already been paid to 352 homebuyers pursuant to the directions of Hon''ble Supreme Court, which is a bit more than the principal amount deposited by the said homebuyers. (iii) Further, the Management is also in the process of filing a comprehensive IA before the Hon''ble Supreme Court qua GNIDA''s demands raised against Unitech, including seeking appropriate directions on the instant issue.

Sr. No.	Auditor''s Observations	Management''s Response
	(b) Deferred liability on account of interest payable to GNIDA appearing in the books of accounts as on 31st March, 2022 amounting to Rs. 3,72,777.42 Lakhs (including Rs. 52,220.54 Lakhs booked on account of interest during the year ended 31st March, 2023). Out of the interest mentioned above Rs. 4,846.67 Lakhs has been capitalized in the books of accounts of the Company. The same is in contravention of the provisions of Indian Accounting Standards 23 "Borrowing Costs". (v) The impact on the accounts viz. inventory, projects in progress, customer advances, amount payable to or receivable from GNIDA, cannot be ascertained, since the matter is still subjudice, as mentioned hereinabove, vis-a-vis dues of the Company, and hence, we are unable to express an opinion on this matter. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.
5.	(i) Confirmations/ reconciliations are pending in respect of amounts deposited by the Company with the Hon''ble Supreme Court. As per books of account, an amount of Rs. 31,191.85 Lakhs deposited with the Hon''ble Supreme Court Registry ("Registry") is outstanding as at 31 st March, 2023. Management has received certain details of payments made and monies received in the registry from the Court and has accrued the same in its books of accounts. However, there are still variations of Rs. 934.15 Lakhs between balance as per books of accounts vs balance as per registry details and management is in the process of reconciliation of the same. (ii) Further, for the payments made from its registry, there was no deduction made on account of tax at source and no goods and services tax liability, wherever applicable on reverse charge basis have been complied with. (iii) In view of the reconciliation exercise still in process and absence of other statement of transactions and confirmation of balance from the Registry, we are unable to comment on the completeness and correctness of amounts outstanding with the Registry and of the ultimate impact these transactions would have on the Standalone Financial Statements of the Company, and hence we are unable to express an opinion on this matter. (iv) We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	(i) The observation is a statement of fact and needs no further comments. (ii) The Company received a detailed statement of accounts from the Supreme Court''s Registry in the month of November, 2022. After reconciliation of the accounts, entries pertaining to (a) interest income of Rs. 4,980.00 lakhs upto 22.11.2022, (b) disbursement of Rs. 2,734.11 lakhs, out of 4,000 lakhs deposited in the Supreme Court''s Registry by M/s Pioneer Urban Land & Infrastructure Limited, and (c) disbursement of Rs. 2,183.45 lakhs to homebuyers, FD holders and other stakeholders, have been duly entered in the books of accounts for the period ending 31.03.2023. (iii) Further, during reconciliation, variations amounting to Rs. 934.15 lakhs have been observed between Balance as per books of accounts vis-a-vis Balance as per Supreme Court''s Registry, which is proposed to be taken up with the Supreme Court Registry and reconciled as soon as the relevant information is received from the Registry. (iv) As regards the TDS on the payments made from the Registry or the TDS by the Bank on the accrued interest, the Registry has not provided any information. This will have to be verified from the Supreme Court Registry. In any case, prima facie, there should be no liabilities/ penalties on this account qua the Company as the default, if any, would be on the part of the Bank or the Supreme Court Registry.

Sr. No.	Auditor''s Observations				Management''s Response
6.	According to information given and explanation provided to us by the management, in respect of Property, Plant and Equipment (PPE) including Investment Property having net value of Rs. 2,996.56 Lakhs (net of accumulated depreciation of Rs. 7,527.88 Lakhs), there is no physical verification conducted by the Company since last year. Further, the Company does not maintain proper records showing full particulars, including quantitative details and situation of Fixed Assets comprising ''property, plant and equipment, ''capital work-in-progress'' & ''investment property''''. In view of this and also of the fact that these PPE''s are kept as security for obtaining bank loans and all the loan accounts of the Company (except loan obtained from Punjab National Bank) are at non performing levels, we are not able to express an opinion on this matter. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.				The Company has maintained the Fixed Assets Register for recording the details of Property, Plant & Equipments. The management is facing a major challenge in reconciling the Opening Balances, which is a legacy issue and difficult to reconcile. However, it is proposed to take up this exercise to prepare separate lists of PPE where the reconciliation of Opening Balance remains an issue. The challenges faced in reconciliation of the Opening Balances, wherever occurring, will be addressed separately.
7.	Non-current investment and loans Company has made investments and given loans to its subsidiaries, joint ventures, associates and others. Details as on 31st March, 2023 are as follows:				(i) Unitech Limited has 186 Indian Subsidiary Companies out of which 08 subsidiary Companies have been struck off by the Registrar of Companies, NCT Delhi and Haryana. The Company has moved the National Company Law Tribunal (NCLT) for the revival of the subsidiaries which have been struck off, out of which 02 have already been ordered to be revived. (ii) For 149 Indian Subsidiary Companies, Statutory Auditors have been appointed so far whereas the due process for settlement of accounts with the existing Statutory Auditors in case of 16 other Subsidiaries is underway. For the remaining 13 Subsidiaries, wherein there is a substantial foreign investment, necessary steps are being taken by the Company in this regard. (iii) As regards 32 foreign subsidiaries along with Libya Division and 03 foreign JVs, the management has listed down their available details. The Audited Balance Sheets of 04 foreign subsidiaries, 02 foreign JVs, and that of Libya Division are not available with the Company. For rest of the Companies, the last audited available Balance Sheets are those of 31.03.2017 except for two Companies whose available Balance Sheets are those of 31.03.2010 and 31.03.2016. Moreover, it is pertinent to mention that, as per information available to the new management, the Central Investigating Agencies are believed to be engaged with the issues pertaining to these entities.
	Amounts in Rs. Lakhs
	Particulars	Amount invested	Impairment accounted for till 31.03.2023	Carrying amount
	Equity investment - Indian subsidiaries	75,342.84	30,745.68	44,597.16
	Equity investment - foreign subsidiaries	66,376.77	66,376.77	_
	Equity investment - joint ventures	54,041.94	-	54,041.94
	Equity investment - associates	299.25	-	299.25
	Equity investment - others	31,040.70	-	31,040.70
	Debenture investment	1,512.18	-	1,512.18
	Investment - CIG	25,453.18	-	25,453.18
	Corporate guarantees	8.7	-	8.7
	Loans given to subsidiaries	372,702.40	1,589.05	371,113.36
	Advances given to subsidiaries	61,965.54	-	61,965.54

Sr. No.	Auditor''s Observations				Management''s Response
	Amounts in Rs. Lakhs				(iv) The matter regarding investment in Carnoustie and CIG is already under scrutiny by the Investigating Agencies and various attachment orders have been passed by the Enforcement Directorate. The Management has included the position of Carnoustie and CIG in the Resolution Framework submitted before the Hon''ble Supreme Court. It is pertinent to mention here that Unitech Limited has also filed an IA in the Hon''ble Supreme Court for the recovery of the amount invested. The matter has been heard but the order is awaited. (v) However, keeping in view the investigations being carried out by the ED, and the ED having filed charge-sheets before the Adjudicating Authority under PMLA, the Company is left with no option but to await the final outcome in these matters.
	Loans to Joint Ventures and Associates	8,381.00		8,381.00
	Advances to Joint Ventures and Associates	20.33		20.33
	Share Application Money	46.5	-	46.5
	Considering the fact that the accounts of the above- mentioned foreign entities are not available with the management and for Indian entities, they are not audited since last 3-4 years plus also taking into account the factors such as non-existence of any loan agreement stating terms, conditions and duration of loan, accumulated losses in above said entities, substantial/ full erosion of net worth, significant uncertainty on the future of these entities and significant uncertainty on recovery of investments and loans, there are strong indicators of conducting impairment/ expected credit loss assessment for above mentioned investments and loans in accordance with the principles of Indian Accounting Standards 36, "impairment of assets" and Indian Accounting Standards 109 "financial instruments". Further: - (i) Equity investment - others include investment made in M/s Carnoustie Management (India) Private Limited (Carnoustie) of Rs. 31,005.45 Lakhs as on 31st March, 2023. Regarding this investment, the Company has already filed an Intervention Application "IA" before Hon''ble Supreme Court of India wherein, the Company has stated that erstwhile management has invested in equity shares of Carnoustie @ Rs. 1,000 - Rs. 1,500 per share including a premium of Rs. 990 - Rs. 1,490 per share. As per IA submitted by the Company, there was no basis available with erstwhile management for such share valuation. Also, there were certain plots allotted to Carnoustie at a price much lower than the market rate as on allotment date. Considering the nature of this investment, same is to be valued at fair value through other comprehensive income "FVTOCI" as required under Indian Accounting Standards 109 "financial instruments" but the Company has decided to carry investment made in Carnoustie at cost as the matter is subjudice.

Sr. No.	Auditor''s Observations	Management''s Response
	(ii) Investment - CIG - The Company made investment of Rs. 25,453.18 Lakhs in CIG Realty Fund for which no details are available with the Company. As explained by management, the Company is planning to file a separate Intervention Application "IA" before Hon''ble Supreme Court of India requesting Hon''ble Court to take up this matter. Management also explained that CIG funds are already under investigation by Enforcement Directorate (ED) and Serious Fraud Investigation Office (SFIO). Considering the nature of this investment, same is to be valued at fair value through other comprehensive income "FVTOCI" as required under Indian Accounting Standards 109 "financial instruments" but the Company has decided to carry investment made in CIG funds at cost as the matter is under investigation by various authorities. In view of non-existence of any impairment study, non-existence of any expected credit loss policy in the Company and accounting of investment at cost which were otherwise to be carried at FVTOCI, we are unable to express an opinion upon the adjustments, if any, that may be required to the carrying value of these non-current investments and non-current loan and its consequential impact on the Standalone Financial Statement. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.
8.	Impairment Assessment of Bank and Comorate	(i) There are a number of secured, unsecured and operational creditors qua the Company and its subsidiaries, JVs and other affiliates. Further, the Company and the promoters have also given various kinds of Guarantees, including Bank Guarantees and Corporate Guarantees, the lists whereof (to the extent of availability of records), surviving or matured, have been shared with the Statutory Auditors. However, it may not be possible to vouchsafe at this stage that these are the only Guarantees given by the Company. (ii) The issues pertaining to secured, unsecured and operational creditors have been covered in Chapter-3 of the Resolution Framework (RF). Apart from seeking various reliefs and concessions qua such creditors, the RF also contains a provision on invitation of Claims and settlement thereof (3.2). These issues have yet not been adjudicated by the Hon''ble Supreme Court. Hence, it is neither possible nor feasible at this stage to undertake any impairment assessment of secured creditors, and/
	Guarantees Standalone Financial Statements, wherein it is stated that the Company is having outstanding bank and corporate guarantee of Rs. 107,059.26 lakhs as per audited financials for year ending 31st March, 2023. The Company has not conducted any impairment assessment on the same in accordance with the principles of Indian Accounting Standards 109 "financial instruments". In view of the same, we are unable to express an opinion on the same. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.

Sr. No.	Auditor''s Observations				Management''s Response
					or Corporate Guarantees till these related issues are crystalized and settled by the Hon''ble Supreme Court. Likewise, some of the investments/ advances made by the Company are a subject matter of investigations being conducted by various Central Investigating Agencies.
9.	Trade receivables and other financial assets The Company has trade receivables and other financial assets as on 31st March, 2023 as under -				The new Management is in the process of developing an Expected Credit Loss Policy for the Company. However, it has taken time due to various kinds of situations coming to the notice of the management. Every effort shall be made to finalize the same by March, 2024.
	Rs. in Lakhs
	Particulars	Amount	Provision accounted for till 31.03.2023	Carrying amount
	Trade Receivables	78,751.93	31,521.87	47,230.06
	Security Deposits	52,818.32	934.04	51,884.28
	Non-Current Loans and Advances	100.00	-	100.00
	Current Loans and Advances	6,617.34	520.00	6,097.34
	Advances for purchase of Shares	31,079.48	31,079.48	-
	Staff Imprest & Advances	47.09	-	47.09
	Advances to others	13.08	-	13.08
	The Company has not assessed loss allowance for expected credit losses on financial assets in accordance with the principles of Indian Accounting Standards AS 109 - "Financial Instruments". In view of non-existence of any expected credit loss policy in the Company, we are unable to express an opinion upon the adjustments, if any, that may be required to the carrying value of these financial assets and its consequential impact on the Standalone Financial Statement. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.

Sr. No.	Auditor''s Observations		Management''s Response
10.	Inventory and project in progress		(i)	Five Project Management Consultants (PMCs)
	(i)	Standalone Financial Statement of the Company as on 31st March, 2023, has shown inventory of Rs. 62,517.96 Lakhs and projects in progress "PIP" of Rs. 17,56,942.48 Lakhs. Company is currently carrying these inventory and PIP items at cost, which is computed based on percentage of completion method under Indian Accounting Standard 115 "Revenue from Contracts with Customers". In view of the fact that in majority of the projects of the Company, construction and other operational activities are on hold since last 24-60 months, there are high indicators that such inventory and PIP assets should be tested for evaluating their respective net realized value "NRV" in accordance with the requirement of		have been engaged, with the approval of the Hon''ble Supreme Court, who have substantially completed Part-A of the Scope of Work assigned to them. This includes "As-is-assessment" of various projects i.e. the status of work done/ completed during the period of erstwhile management. The PMCs have backed their work with photographs and videography of these projects so as to avoid any conflicts when it comes to the claims of old contractors'' vis-a-vis the work to be done by the new contractors. Based on this exercise, the PMCs have worked out the BoQs of the remaining works, which form the basis for preparation of Tender Documents.
		Indian Accounting Standard 2 "inventories".	(ii)	About 130 to 140 Tenders would need to be floated
	(ii)	Further, management is in the process of verification of title documents for land and other immovable assets.		to complete the balance works, out of which 35 Tenders (Lot-1) were floated on 02.01.2023. On scrutiny of bids, it was discovered that no bids were received against 18 tenders (out of 35)
	(iii)	As per the explanation provided by the management,		whereas both the bids received in case of one
		pursuant to the approval of Hon''ble Supreme Court of		tender failed to meet the eligibility criteria and both
		India, Project Management Consultants (PMCs) have		the bids received in respect of another tender were
		been appointed for the projects for estimation of work		abnormally high, resulting in the rejection of bids
		done till date, cost to be incurred further to complete		for these 02 tenders. Thus, bids were required to
		the projects and to provide applicable completion		be called afresh in respect of these 20 (18 1 1)
		timelines. These PMCs have also conducted actual		tenders.
		physical assessment of the projects and submitted their reports. Management was earlier of the view that NRV assessment of inventory and PIP can be made only after the appointed PMCs complete their assessment of respective projects and submit their final reports but the same is still awaited.	(iii)	In continuation thereto, 2nd Lot of 31 Tenders was prepared by the PMCs, which was duly reviewed by the EIL. Thus, a total of 51 Tenders (20 re-tenders of Lot-1 and 31 tenders of Lot-2) were approved by the BoD and Justice (Retd.) A. M. Sapre in the month of April 2023 for uploading the same on
	(iv)	Further, the Company has during the year capitalized		Unitech''s e-Tendering web-portal. Accordingly,
		expenses to the tune of Rs. 11,249.80 Lakhs as		these tenders were uploaded on the Unitech''s web-
		construction expenses (including interest expense		portal on 08/09.05.2023.
		of Rs. 6,154.51 Lakhs). The same is in contravention of the provisions of Indian Accounting Standard 16 "Property plant and equipment" and Indian Accounting Standard 23 "Borrowing cost" as construction activity for all the projects is stalled since last 4-5 years. This has resulted in understatement of current year loss by above said amount.	(iv)	The extended last date for submission of bids in respect of these 51 Tenders was 22.06.2023. On opening of Technical bids on 23.06.2023, it was discovered that no bids had been received in respect of 09 tenders. After completion of the process of evaluation of Technical and Financial bids, the management finalized the bids received qua 34 tenders. This has been approved by the Board of Directors, followed by Justice (Retd.) A.M. Sapre on 18.08.2023.

Sr. No.	Auditor''s Observations				Management''s Response
	Also further, the Company, in its financial statements has bifurcated PIP under two headings - “Project in progress on which revenue is not recognized" and “Amount recoverable from project in progress (on which revenue is recognized)". We have not been provided with any basis on which this bifurcation is made. In view of the absence of any NRV assessment by the management and absence of any physical verification report, capitalization of expenses and interest cost during the year, and absence of any basis of bifurcation of projects in financial statements, we are unable to express an opinion upon the existence and adjustments, if any, that may be required to the carrying value of these inventories and PIP and its consequential impact on the Standalone Financial Statements. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.				(v) Projects in Progress (PIP) on which revenue is not recognized refers to those projects where no inventory is available for sale and only expenditure is to be made for the completion of residual works in such projects.
11.	External Confirmation The Company has not initiated the process of external confirmation for outstanding balances of the following areas as on 31st March, 2023 are as follow:				(i) It is stated that as per Standards on Auditing (SA)-505, prescribed by the Institute of Chartered Accountants of India (ICAI), the process of external confirmation is to be initiated by the Statutory Auditors for directly obtaining the evidence from the confirming parties at their level. However, the management would initiate this exercise now keeping the Statutory Auditors in loop for the with respect to outstanding balances as on 31.03.2023. It would, therefore, be appropriate that the Statutory Auditors take up external confirmations based on random sampling basis since obtaining confirmation from all the parties would be a time¬ consuming exercise. (ii) As far as the liability of the Company towards the secured, unsecured or operational creditors is concerned, the same has been covered in Chapter-3 of the Resolution Framework (RF) submitted before the Hon''ble Supreme Court. The RF also contains a provision on the Process of Claim Settlement qua such creditors according to which the Company shall be inviting claims from all such stakeholders but it can be done only after a definitive view on the RF is taken by the Hon''ble Supreme Court.
	Amounts in Rs. in Lakhs
	Particulars	Amount	Provision accounted for till 31.03.2023	Carrying amount
	Trade Receivable	78,751.93	31,521.87	47,230.06
	Trade Payable	82,070.64	386.34	81,684.30
	Advances received from Customers	10,97,542.77	-	10,97,542.77
	Advances to Suppliers	7,235.30	-	7,235.30
	Security Deposits	52,818.32	934.04	51,884.28
	Loans and advances to Subsidiaries	4,38,577.05	1,589.05	4,36,988.00
	Loans to Joint Venture and Associates	8,381.00	-	8,381.00
	Other Loans and advances	6,717.34	520.00	6,197.34
	Advances for purchase of land and project pending commencement	61,287.37	30,000.00	31,287.37
	Loans from Subsidiaries, Joint Venture and Associates	80,368.23		80,368.23
	Security and other deposits payable	42,995.92	-	42,995.92
	Staff Imprest	47.09	-	47.09
	Inter Corporate Deposits	13,853.66	-	13,853.66
	Other Assets	6,349.22	-	6,349.22

Particulars of Loans, Guarantees or Investments

Particulars of Loans and Guarantees given or Investments
made under section 186 of the Companies Act, 2013, are
given in the respective Notes to Standalone Financial
Statements.

Contracts or arrangements with Related Parties under sec¬
tion 188(1) of the Act

With reference to section 134(3)(h) of the Companies Act,
2013, all Related Party Transactions (RPTs) under section 188
of the Companies Act, 2013 and regulation 23 of the Listing
Regulations were placed before the Audit Committee and
the Board. All contracts/ arrangements/ transactions made
by the Company during the relevant year with the Related
Parties were in the ordinary course of business and on an
arm''s length basis.

As detailed in Note No. 46 of Standalone Financials
Statement, the Company has not entered into any transaction
with related parties during the year under report, which
could be considered material in accordance with the policy
of the Company on materiality of Related Party Transactions.
In view of the same, giving particulars of contracts or
arrangements with the Related Parties in Form AOC-2 is not
required for the year under review. The Company has framed
a policy on dealing with Related Party Transactions and the
same is available at Company''s website www.unitechgroup.
com. Your Directors draw your attention to Note No. 46
to the Standalone Financial Statement, which sets out the
related party disclosures.

The State of the Company''s Affairs

1. The Directors of your company had engaged M/s
Anarock Consultants Private Limited to carry out the
market valuation of unsold inventories of Unitech
Group on a representative basis in its various
residential projects as on 31.03.2021, with a stipulation
that it would revalidate the market value of unsold
inventories as of 01.10.2023 also. In compliance of the
same, M/s Anarock has revalidated the market value of
the unsold inventories as of 01.10.2023 and submitted
its final report to the Management.

2. During the year under review, the Management issued
a public notice dated 31.08.2022 regarding meetings
with the homebuyers of Unitech''s Noida Projects. The
said meetings were convened to share the thought
process of the new Management about the future
roadmap planned for Noida Projects and to seek the
consent of homebuyers on the Proposed Revised
Layout Plans, subject to approval of the Competent
Authority, to improvise the planning of Projects
with suitable modifications in compliance of (i) Uttar
Pradesh Apartment (Promotion of Construction,
Ownership and Maintenance) Act, 2010, and (ii) UP
Real Estate Regulation Act, 2016. Meeting for the
Unitech Golf and Country Club, Sector 96-97-98, Noida,

was held on 04.09.2022, followed by Unihomes-3 in
Sector-113 Noida and Unihomes in Sector-117, Noida,
on 06.09.2022 and 08.09.2022, respectively. It may be
noted that the number of consents received from the
homebuyers fulfilled the requisite 2/3rd requirement as
per law. Pursuant thereto, the Revised Layout Plans and
Building Plans have been submitted to Noida Authority
along with the Consent Forms. Approval of the Noida
Authority is still awaited.

3. During the year under review, the Management of your
Company has submitted 25 applications for renewal
of licenses to the Department of Town and Country
Planning, Haryana on 08.07.2022 and deposited the
current renewal fees also with respect to the same.
The Town & Country Planning Department has already
granted renewal of 24 out of 25 Licenses vide its orders
dated 07.09.2022. Further, applications have also been
submitted for Grant of Occupation Certificates (OCs) in
respect of six projects of Unitech in Gurugram, out of
which four have duly been granted by the competent
authority. Further, applications for release of revised
Building Plans were submitted for three projects,
which have been sanctioned. Out of the Zoning Plans
submitted for three projects, the same have been
approved for two projects.

4. During the year under review, on the directions of the
Hon''ble Supreme Court vide its order dated 17.08.2022,
the Revised Payment Plan along with details regarding
the tentative timelines for completion of the residential
projects was uploaded on the website of the Company
on 19.08.2022. The Homebuyers were requested to
give their comments/ suggestions on the Revised
Payment Plan to a dedicated e-mail id. Accordingly, 503
e-mails were received on the subject. The suggestions/
observations of 503 homebuyers were compiled along
with the management''s response thereto and filed
before the Hon''ble Supreme Court. As on the date of
this report, the said issue is yet to be adjudicated by the
Hon''ble Supreme Court.

5. During the year under review, the matter of sale of
Unitech Power Transmission Limited (UPTL) has also
been under consideration. The Board of Directors
accorded their approval to engage M/s. Ernst & Young
(EY) as Transaction Advisers for the divestment of
UPTL in the Meeting of the BoD held on 14.02.2023 at a
success fee of 1.75% of the Enterprise Value, capping
of OPE at Rs. 5 lakhs and with an exclusivity period
of 09 months. The matter of divestment of UPTL was
put up on the website of Unitech Limited on 06.04.2023
inviting Expressions of Interest (EOI) from interested
parties till 19.04.2023. In addition, M/s E&Y had also
sent communications to 37 prospective investors. A
total of 10 parties submitted their EOIs by the due date.
Following from the above, Non-disclosure Agreements

(NDAs) were signed with these 10 parties. Another
Notice was uploaded on the Unitech''s Website and
on the e-Tendering portal on 26.04.2023 inviting non¬
binding offers from these 10 parties up to 01.05.2023.
In response thereto, non-binding offers were received
within the fixed timelines only from 04 parties, namely,
(a) M/s Jakson Limited (Rs. 65 Crore), (b) M/s JSC
OGCC Kazstroyservice (Rs. 25 Crore), (c) M/s Shilpa
Steel and Power Limited (Rs. 20 Crore), and (d) M/s
Shree Metals (Mujbi) Private Limited (Rs. 10 Crore). The
non-binding term-sheets were opened on 02.05.2023.
Since the value offered by M/s Jakson Limited was
found to be the highest among all the bidders, it was
allowed to conduct Due Diligence as per the process
note prepared by E&Y in consultation with UPTL to
facilitate the highest bidder to submit its Binding Offer
on or before 17.06.2023. Eventually, the Binding Term
Sheet for an amount of Rs. 65 Crore was received on
17.06.2023, along with a BG of Rs. 1.00 Crore. The
highest bidder had subsequently agreed to improve
its offer to Rs. 67.00 Crore. The Board has already
approved the proposal by Circulation.

6. The Hon''ble Supreme Court, vide its order dated
18.05.2022, appointed Justice (Retd.) A. M. Sapre to be
associated with every stage of tendering process and
that the same be carried out under his supervision. Based
on the ground-work done by PMCs, it was estimated that
about 130 Tenders would be required to be floated for
completion of all the 74 residential and 12 commercial
projects. Since, it was practically not possible to float
all the 130 tenders in one go, the Management decided
to float these 130 odd tenders in four to five Lots with
each Lot comprising about 30-35 tenders. Accordingly,
after the approval of the Board of Directors (BoD) and
Justice (Retd.) A. M. Sapre in the month of November/
December 2022, a total of 35 Tenders (as Lot-1) were
floated on 02.01.2023 on Unitech''s e-tendering web
portal etenders.unitechgroup.com. After the last
date of submission of tenders, it was discovered that
no bids were received against 18 tenders (out of 35)
whereas both the bids received in case of one tender
failed to meet the eligibility criteria and both the bids
received in respect of another tender were abnormally
high, resulting in the rejection of bids for these 02
tenders. Thus, bids were required to be called afresh
in respect of these 20 tenders (18 1 1). Balance 15
tenders, which were found to be technically eligible
and financially acceptable, were recommended for
Award of Contracts by the PMCs and EIL, which in
turn was duly approved by the BoD in April, 2023 and
submitted to Justice (Retd.) A.M. Sapre for his approval
and onward recommendation to the Hon''ble Supreme
Court seeking its permission for Award of Contracts to
the successful bidders qua these 15 tenders. Justice
(Retd.) A. M. Sapre scrutinized the same and submitted
his recommendations to the Hon''ble Supreme Court.

Approval of the Hon''ble Supreme Court for Award of
Contracts in respect of these 15 Tenders is awaited.
The Letters of Intent (LoIs) would be issued to the
Contractors after approval of the Hon''ble Supreme
Court is received and works would commence at the
respective projects thereafter.

7. In continuation of the Tendering process, 2nd Lot of 31
Tenders were prepared by the PMCs and duly reviewed
by the EIL. Thus, a total of 51 Tenders (20 re-tenders
of Lot-1 and 31 tenders of Lot-2), duly approved by
BoD and Justice (Retd.) A. M. Sapre, were uploaded
on Unitech''s e-tendering web portal on 08.05.2023 and
09.05.2023. Accordingly, these tenders were uploaded/
floated on the portal. A total of 103 bids were received
against 42 Tenders as no bids were received against 09
Tenders. Finally, after technical and financial evaluation
and negotiations held with 15 bidders, bids received
against a total of 34 Tenders have been finalised,
approved by the Board and Justice Sapre. As on date,
15 Tenders of Lot-1 and 34 Tenders of Lot-2, have been
recommended by Justice (Retd.) A.M. Sapre for the
approval of the Hon''ble Supreme Court.

8. During the year under review, M/s MSTC were engaged
as the Auctioneers for handling the auction of various
unencumbered land assets of Unitech Group. M/s MSTC
has an experience of about 50 years in conducting/
handling auctions of various items including properties
belonging to various Government Organizations and
has developed a robust e-auction platform for the
purpose. Further, the e-auction processes had been
approved to be incorporated in the Land Sale Policy
and SOP which has been duly approved by the Hon''ble
Supreme Court vide its order dated 17.08.2022. As on
the date of this report, M/s MSTC has been supplied
with information in order to develop the auction
catalogue and it is proposed that the unencumbered
properties will be hosted for e-Auction shortly.

9. Document Management System/ Content Management
System has been installed and configured in the
Company. Data Storage Structure for Documents
related to Projects has been created. Project Documents
in electronic format are being moved to the DMS.

Amount, if any, proposed to be carried to any Reserves

As the Company is incurring losses since last several years,
no amount is proposed to be carried to any reserve during
the year under review.

Dividend

As your Company has incurred a net loss during the year
under review, your Directors have not recommended any
dividend for the year ended 31^st March, 2023.

Conservation of Energy, Technology Absorption

Since the Company does not own any manufacturing
facility, except Unitech Power Transmission Limited (UPTL),

a wholly-owned subsidiary company, the requirement of
disclosure of particulars relating to conservation of energy
and technology absorption is not applicable.

Foreign Exchange Earnings and Outgo

The Company is engaged in developing/ constructing
residential and commercial properties in India and it used
to sell the immovable properties to customers in India and
abroad in the past. However, no sale of immovable properties
has been carried out after the change of Management.
During the year under review the Company has not sold
any overseas property. The foreign exchange earnings and
outgo of the Company during the year under review were
NIL.

Risk Management

Risk Management Policy of the Company is in place and has
been updated and approved in the meeting of the Board of
Directors held on 13.07.2023. The objective of the policy
is to identify and assess the key risk areas, and to mitigate
risks, and monitor/ report effectiveness of the processes and
controls and advance action, which may need to be taken to
mitigate such risks.

Corporate Social Responsibility

The Company has not undertaken any CSR activities
during the year under review, since there is loss during the
preceding three financial years. The Annual Report on CSR
activities is attached herewith at Annexure-2, which may be
read as an integral part of the Board Report.

Internal Financial Control for Financial Statements

The Board of Directors have been reviewing the sufficiency
of existing internal control systems and assessing the

need to bring better financial control measures, which are
commensurate with the size of the business of the Company.

Audit and Risk Management Committee

The composition of the Audit and Risk Management
Committee is provided in the Corporate Governance Report,
which forms an integral part of the Board Report.

Vigil Mechanism

Pursuant to section 177 (9) of the Companies Act, 2013,
read with rules made thereunder and regulation 22 of the
Listing Regulations, the Company has Vigil Mechanism for
Directors and Employees to report genuine concerns. The
policy has been posted at Company''s website i.e. http://
www.unitechgroup.com/investor-relations/whistle-blower-
policy.asp During the year under review, the Company has
not received any such report in this behalf.

Secretarial Standards

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.

Deposits

During the year under review, the Company has not accepted
any Deposits under the provisions of section 73 and 76 of the
Companies Act, 2013, read with Companies (Acceptance of
Deposits) Rules, 2014. Particulars of Deposits covered under
Chapter V of the Companies Act, 2013 are as follows:

Particulars	Details
Amount of Deposits accepted during the financial year 2022-23.	NIL
Amount of Deposits remained unpaid or unclaimed during the year, i.e. as on 31.03.2023	Rs. 537.44 crore (Principal Amount)
Whether there has been any default in repayment of Deposits or Interest thereon; and if so the number of times and the total amount involved- ? At the beginning of the year ? Maximum during the year ? At the end of the year Details of Deposits which are not in Compliance with Chapter V of the Companies Act, 2013	(i) The Company had filed an application in March 2015 before the Hon''ble CLB [Now NCLT] for seeking, inter-alia, re-scheduling of repayment of Fixed Deposits. The Hon''ble National Company Law Tribunal, New Delhi (NCLT) dismissed the said application. The appeal against the said order was also dismissed by the Hon''ble NCLAT vide its order dated 31st January, 2017. (ii) Some Depositors filed intervention applications (IAs) before the Hon''ble Supreme Court in the matter of homebuyers of the Company. Considering their applications, the Hon''ble Supreme Court directed the Amicus Curiae to create a web-portal where the Depositors could provide their requisite information. Accordingly, in compliance of the ibid direction, the Ld. Amicus Curiae created a web-portal for the purpose.

	(iii)	Hon''ble Supreme Court vide its order dated 12th December, 2019, allowed refunds to FD holders who were senior citizens, aged 60 years and above. Ten per cent of the amount deposited with the Registry at that time i.e. Rs. 17.4 crore was allocated for the purpose. Having regard to the huge number of FD holders, who had registered themselves on the web-portal, the Hon''ble Court allocated a further sum of Rs. 30 crore for distribution amongst them. The additional amount of Rs. 30 crore was also to be disbursed to FD holders of the age group of 60 years and above, in terms of the earlier direction/s. Out of the allocated sum of Rs. 47.40 Crore allocated, an amount of Rs. 31.23 Crore has been disbursed till 22.11.2022 as per the report of the Registry of the Hon''ble Supreme Court.
	(iv)	Further, the Hon''ble Supreme Court, on recommendations of Justice Sapre, approved the release of Rs.13.19 Crore for payment of the principal amount of Fixed Deposits to 548 FD holders vide its order dated 01.02.2023 on grounds of medical exigencies. The said amount has been received in the Company''s Account. As on 10.07.2023, a total of Rs. 12.90 Crore has been refunded to 501 FD Holders. The outstanding principal amount payable to the FD holders amounts to Rs. 535.87 Crore as on 10.07.2023.
	(v)	Accordingly, the matter pertaining to public deposits is presently before the Hon''ble Supreme Court as addressed in Chapter 8 of the Resolution Framework. Hence, the final action in this behalf would depend on the finality of the matter at the level of the Hon''ble Apex Court.

Particulars of Employees and Related Disclosures

The ratio of remuneration of each Director to the median
employees'' remuneration and other details in terms of section
197 (12) of the Companies Act, 2013, read with rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided as Annexure-3, forming
part of this report.

During the year under review, no employee was drawing
remuneration of Rs 1.02 crore per annum which is required
for inclusion in the statement containing particulars of
employees as required under section 197 of the Companies
Act, 2013, read with rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

Significant and Material Orders

During the year under review, apart from various Orders
passed by the Hon''ble Supreme Court, there were no
significant and material orders passed by the regulators or
tribunals that may impact the ''going-concern-status'' and
Company''s operation in future.

Details of applications made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016 during the
year along with their status as at the end of the financial year

During the year under review, no application was made nor was
any proceeding pending under the Insolvency and Bankruptcy
Code, 2016, as per the records available with the Company.

Details of difference between the amount of valuation done
at the time of one-time settlement and the valuation done

while taking loan from the Banks or Financial Institutions
along with the reasons thereof

The same is not applicable for the year under review.

Cost Accounts and Cost Auditors

The Company is required to make and maintain cost records
as specified by the Central Government under sub-section
(1) of section 148 of the Act. The Company has in its Board
Meeting held on 13.07.2023 appointed M/s Pant S. &
Associates (FRN: 101402) as Cost Auditors of the Company
for conducting audit of cost records from FY 2022-23 to
2023-24. The remuneration to be paid to the Cost Auditor for
FY 2022-23 & 2023-24 will be ratified in the ensuing Annual
General Meeting of the Company.

Further, the observations of the Cost Auditor as given in his
Cost Audit Reports for the Financial Years from 2017-18 to
2021-22 are given herein below along with the response of
the Management on the same -

Cost Auditor''s Observation	Management Response
Company has to maintain detail of area constructed during the financial year, that detail is not available at Company''s end. Instead of area constructed, Company has mentioned each project as different service and mentioned one (01) quantity against each project.	The Company has been maintaining the details of each project as one single entity, as a standard practice from its inception, since calculations of amounts spent qua the area constructed each unit-wise is not practically feasible.

Prevention of Sexual Harassment at work place

The Company has complied with the provisions relating
to the constitution of the Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
Rules framed thereunder. During the year under review, no
case/ complaints pursuant to the same were reported to the
Board.

Acknowledgments

Your Directors wish to place on record their deep sense
of appreciation for the co-operation received from the
Members, Government authorities, customers and vendors.
Your Directors also wish to place on record appreciation
for the contribution made by each and every employee

of the Company. The Directors are also thankful to all the
stakeholders for their continued help, assistance and support.

For and on behalf of Board of Directors
For UNITECH LIMITED

(Yudhvir Singh Malik)
Chairman & Managing Director
Unitech Group of Companies

DIN: 00000555

Date: 29^th August, 2023
Place: Gurugram

---

Mar 31, 2017

Dear Members,

The Company’s Directors are pleased to present the 46^th Annual Report and the Audited Financial Statements of the Company for the year ended 31^st March, 2017.

FINANCIAL RESULTS

The Financial Performance of the Company for the year ended 31^st March, 2017 is summarized below:

(Figures in Rs. Crore)

	2016-17		2015-16
Revenue from operations		1,155.09		1,332.01
and other Income
Less: Expenses
Construction & Real Estate	870.71		1,011.08
Project Expenditure
Cost of Land sold	65.45		279.54
Changes in inventories of	29.99		(117.67)
finished goods , work in
progress
Employee benefits	86.98		109.85
expense
Finance Cost	346.66		299.09
Depreciation and	3.94		4.49
amortization expense
Other Expenses	31.56		51.75
Total Expenses		1,435.29		1,638.13
Profit/ (Loss) before Tax		(280.20)		(306.12)
Less: Tax Expense
i) Current	-		61.46
ii) Deferred tax (net)	(89.31)	(89.31)	(94.22)	(32.76)
Profit/ (Loss) for the year		(190.89)		(273.36)

There were no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of report, other than the ones already provided or stated in the Financial Statements.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY AFFAIRS

The total income of the Company for the year under review is Rs.1,155.09 Crore. The Loss before tax stood at Rs.280.20 crore and Loss after tax stood at Rs.190.89 Crore. On consolidated basis, the total income of the Company and its subsidiaries stands at Rs.1795.26 Crore. The consolidated loss before tax stood at Rs.527.83 crore and loss after tax stood at Rs.402.67 Crore. The earnings per share (EPS) on an equity share having face value of Rs.2/-, stands at ‘ (0.73) considering the total equity capital of Rs.523.26 Crore.

On consolidated basis, the real estate and related division contributed Rs.1206.56 crore in the revenues of the Company,

whereas the contribution from the Property Management business was Rs.134.54 crore and from the Transmission Towers business was Rs.357.67 Crore. Hospitality contributed the revenue of Rs.36.73 Crore.

key highlights of the business and operations

During the year under review, there was no change in the nature of business of the Company. Some of the key highlights pertaining to the business of the Company, including its subsidiaries and associates, for the year under review and period subsequent thereto are given hereunder:

Project Sales and Delivery

In line with the trend in the last few years, given depressed market conditions, your Company focused on project delivery against launch and sale of new projects. During the year under review, your Company has launched totaling an area of 2.09 million sq.ft. The Company achieved sales bookings for a total area of 2.75 million sq.ft. during 2016-17 valued at Rs.851 crore. In terms of total area sold in 2016-17, 2.36 million sq.ft. was sold in Gurugram, 0.06 million sq.ft. in Noida & Greater Noida, 0.07 million sq.ft. in Chennai, 0.05 million sq.ft. in Kolkata and 0.21 million sq.ft. in other cities.

In terms of segment wise sales, 18.5 % of the area sold was from the residential segment while 81.5 % was from non-residential. The average realization, in 2016-17, from the non-residential segment was Rs.3,007 per sq.ft. as compared to the residential segment’s average realization of Rs.3,477 per sq ft.

Project Execution and Delivery

Your Company delivered 5.18 million sq ft of completed area during the year and 67 % of the projects are in handing over/finishing stage across various regions of the country. As at 31st March, 2017, a total of 33.16 million sq.ft. area is under development. In order to efficiently execute the much higher scale of projects across markets, the Company is substantially upgrading its operations. During the year under review, the Company continued to focus on strengthening the back end infrastructure of the construction division to improve the quality and output of construction work.

More details about the business and operations of the Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DIVIDEND

As your Company has incurred a net loss during the year under review, your Directors have not recommended any dividend for the year ended 31^st March, 2017.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, for the year under review, as stipulated under Regulation 34 & Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Listing Regulations”] is given separately and forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate from M/s. DR Associates, Company Secretaries (CP No. 714) confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company, its subsidiaries, associates and joint ventures provided in the Annual Report are prepared in accordance with the provisions of the Companies Act, 2013 (“the Act”) read with Ind AS 110 - ‘Consolidated Financial Statements’ read with Ind AS 28 - ‘Investment in Associates’ and Ind AS 31 - ‘Interest in Joint Ventures’.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

Pursuant to first proviso to Section 129(3) of the Act, a statement, containing salient features of financial statements of Company’s subsidiaries, joint ventures and associates (in Form AOC-1), is attached to the financial statements. The said statement describes the performance and financial position of each of Company’s subsidiaries, joint ventures and associates. The policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.unitechgroup.com/investor-relations/ corporate-governance.asp .

The audited financial statements and related information of the subsidiaries is available on website of the Company, viz. www. unitechgroup.com and will be made available, upon request by any member of the Company & shall also be made available for inspection at the registered office of the Company.

During the year under review, the status of Unitech Build-con Pvt. Ltd. has been changed from subsidiary to wholly owned subsidiary of the Company. Further, during the year under review, Pinnacle Holdings Ltd. ceased to be subsidiary of QnS Facility Management Pvt. Ltd., a wholly owned subsidiary of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as required under Section 92 (3) of the Act, read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure-I to this report.

KEY MANAGERIAL PERSONNEL (KMP)

In compliance with the provisions of Section 203 of the Companies Act, 2013, the following Executive Directors and Officials of the Company are designated as the Key Managerial Personnel of the Company:

1.	Mr. Ramesh Chandra	Executive Chairman
2.	Mr. Sanjay Chandra	Managing Director
3.	Mr. Ajay Chandra	Managing Director
4.	Mr. Sunil Keswani	Chief Financial Officer [upto 29th April 2017]
5.	Mr. Deepak Kumar Tyagi	Chief Financial Officer [w.e.f. 29th April 2017]
6.	Mr. Deepak Jain	Company Secretary [upto conclusion of Board Meeting held on 4th November 2016]
7.	Mr. Rishi Dev	Company Secretary [w.e.f. conclusion of Board Meeting held on 4th November 2016]

DIRECTORS

In accordance with the provisions of Section 152 of the Act and rules made there under, Ms. Minoti Bahri, Non-Executive Director (DIN:00004530), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Directors recommend re-appointment of Ms. Minoti Bahri at the ensuing Annual General Meeting.

Since last Board Report, in 45^th Annual General Meeting (AGM) of the Company, Maj. Gen. Virender Kumar Bhutani (Retd.) (DIN-03487268) has been appointed Independent Director on the Board for a period of five years w.e.f. 30^th May, 2016, on non-rotational basis.

The details of programmes on familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the Company’s website under web link http://www.unitechgroup.com/ investor-relations/corporate-governance.asp . During the year under review, two such programms were held which were attended by Independent Directors.

During the year under review, six meetings of the Board of Directors were held. The intervening gap between two consecutive meetings was not more than one hundred and twenty days as provided under Section 173 of the Act. The details of meetings are disclosed under Corporate Governance Report forming part of this Report.

BOARD EVALUATION

Pursuant to the provisions of Section 134, 149 & Schedule IV of the Act and Regulation 17(10) of the Listing Regulations annual performance evaluation of the Directors as well as of the various committees of the Board has been duly carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman & Non Independent Directors was carried out by the Independent Directors at their properly convened meeting. The performance evaluation of the various Committees of Directors was carried out by the Board.

During the year, SEBI has issued a guidance note in order to guide listed entities by elaborating various aspects of Board evaluation. The guidance note covers all major aspects of Board Evaluation including the following:

a. Subject of Evaluation i.e. who is to be evaluated;

b. Process of Evaluation including laying down of objectives and criteria to be adopted for evaluation of different persons;

c. Feedback to the persons being evaluated;

d. Action Plan based on the results of the evaluation process;

e. Disclosure to stakeholders on various aspects;

f. Frequency of Board Evaluation;

g. Responsibility of Board Evaluation and

h. Review of the entire evaluation process periodically.

The purpose of the Guidance Note is to educate the listed entities and their Board of Directors about various aspects involved in the Board Evaluation process and improve their overall performance as well as corporate governance standards to benefit all stakeholders. The Nomination & Remuneration Committee had formulated/modified the existing Criteria of Evaluation in line with the aforesaid guidance note.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy containing criteria for determining qualifications, positive attributes, independence of a director and policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Management personnel of the Company are disclosed in the Corporate Governance Report forming part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Act the Directors confirm that:

- in the preparation of the annual accounts for the year ended 31^st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017 and of the loss of the Company for

the year ended on that date;

- the Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

- the Directors had prepared the annual accounts on a going concern basis;

- the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

- the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

internal financial control for financial STATEMENTS

Unitech has adequate system of internal controls commensurating with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company and maintain such records as to correctly record the business transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

The construction industry is passing through a challenging phase and the Company is no exception. The top management of the Company, to utilize the available resources efficiently has decided to engage itself more with the operations of the Company. The Company is further enhancing/ strengthening the internal financial reporting with respect to significant business control, risk management processes etc.

The Company’s internal controls are further supplemented by internal audits, management review and documented policies, procedures & guidelines. The internal control system is designed to ensure that financial records are reliable for preparing financial information and recording of assets.

All financial and audit control systems are also reviewed by the Audit Committee and Board of Directors of the company.

AUDIT COMMITTEE

The composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

M/s R. Nagpal Associates, Chartered Accountants (Firm Registration No. 002626N) were appointed, in the Annual General Meeting held on 12th September 2016, for a term of consecutive five years from the conclusion of 45th Annual General Meeting till the Conclusion of 50th Annual General Meeting (subject to ratification by the members at every subsequent Annual General Meeting).

Accordingly the Audit Committee and the Board of Directors have recommended for ratification of appointment of M/s R. Nagpal Associates, Chartered Accountants (Firm Registration No. 002626N) for the FY 2017-18, by the members at the ensuing Annual General Meeting.

Auditors’ Report

A) The Auditors’ in their Report to the members, have given five qualified opinions and the response of your Directors with respect to it are as follows:-

Response to point (1)

On basis of internal assessments and evaluations, possible recoveries from securities (registered or unregistered) have represented that the significant portion of such trade receivables balance outstanding are still recoverable/ adjustable and that no accrual for diminution in value of trade receivables, other than the ones already provided in the books of accounts; is therefore necessary for the period ending 31^st March, 2017. The Management closely monitors its credit exposure and is confident of appropriately adjusting / recovering significant portions of the remaining outstanding balance of such amounts in the foreseeable future.

Response to point (2)

The Company is making best possible efforts for sale of the land parcels earmarked for repayment of the deposits but such sale process is taking time due to global economic recession and liquidity crisis, particularly, in the real estate sector of India. However, regardless of these adverse circumstances and difficulties, the Company is committed to comply with the orders passed by the Hon’ble NCLT (including the ones passed by CLB) and NCLAT to repay all the public deposits along with interest thereon in the course of time period.

The company has already earmarked 6 (six) unencumbered land parcels which shall be sold and the entire sale proceeds thereof shall be utilized for repayment of the said deposits. The Company is fully committed to repay all the deposits along with interest thereon and it is making all efforts to arrange the necessary resources required for this purpose.

Response to point (3)

The Company periodically assesses and evaluate its investments, loans and advances. The Company is of the firm view that the diminution, if any, even if it exists is only temporary and that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment. Further, management believes that the loans and advances given to these companies are considered good and recoverable based on the future projects in these subsidiaries and accordingly no provision other than those already accounted for, has been considered necessary.

Response to point (4)

Advances for the purchase of land, projects pending commencement and to joint ventures and collaborators have been given in the normal course of business to land owning companies, collaborators, projects and for purchase of land. Periodically the management assesses the recoverability of such advances The management of the Company, based on the internal assessment and evaluations, considers that these advances, which are in the normal course of business are recoverable/adjustable and that no provision is necessary at this stage. The management is confident of recovering/ appropriately adjusting the balance in due course.

Response to point (5)

The Company has written a letter to GNIDA dated 1 December 2015, wherein it has stated that the cancellation of the lease deed is wrong, unjust and arbitrary. The Company has also described steps taken for implementation of the project, valid business reasons due to delays till date. Further, it had also proposed that in view of the fact that third party interests have been created by the Company in the allotted land, by allotting plots to different allottees, in the interest of such allottees, GNIDA may allow the Company to retain an area of approximately 25 acres out of the total allotted land of approx. 100 acres and that the amount paid by the Company till date may be adjusted against the price of the land of 25 acres and remaining surplus amount may be adjusted towards dues of other projects of the Company under GNIDA. The discussions/ negotiations and the legal recourse process are currently underway. The management is of the concerned view that in view of the recent developments, in-spite of the aforesaid letter, no provisioning of the investment made in the project is required

B) The Auditors’ in their report to the members, have stated two “Emphasis of matter” and the response of your Directors on them are as follows:-

Response to point (1)

The Company filed a writ petition before Hon’ble High Court of Punjab & Haryana challenging the termination of development agreement. The matter was referred for arbitration and the matter is pending adjudication before the panel of three arbitrators. The Company has concluded its evidence. The Company has a good case and accordingly no provision has been considered necessary.

Response to point (2)

Based on the legal advice received by it, the Company believes that the said award of LCIA and order of the Hon’ble Delhi High Court is not enforceable in India on various grounds including but not limited to lack of jurisdiction by the LCIA appointed arbitral tribunal. The Hon’ble High Court of Delhi has passed an order in the case instant. On the basis of legal advice received, the Company is sanguine & strongly believes that its stand taken in this matter will be vindicated in the Hon’ble Supreme Court. The Company is preparing for filing the SLP in the Hon’ble Supreme Court against the said Order of the Hon’ble High Court of Delhi. Nevertheless, in case if the Company is required to make the aforesaid investment into Kerrush Investments Ltd. (Mauritius), its economic interest in the SRA project in Santacruz Mumbai shall stand increased proportionately thereby creating a substantial asset for the Company with an immense development potential.

C) Further, the Board gives the following explanations, to the comments of the Auditors’ in para 1 (g) to Report on Other Legal and Regulatory Requirements:-

The Company has sought legal opinions from its legal advisors, with respect to the matured unpaid debentures and public deposits outstanding at Balance Sheet date. Based on the same, the Board is of the view that the provisions of Section 164(2) (b) of the Companies Act, 2013 does not attract.

D) Further, the Board also gives the following explanations, to the Disclaimer of Opinion of the Auditors’ in the Annexure A to Auditors’ Report to the members:-

1. The Company works in a dynamic business environment and adopts the suitable internal financial controls, especially the ones having bearing upon reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes maintaining such business policies and procedures as may be required to effectively conduct the business of the Company and maintain such records as to properly record the business transaction, assets and liabilities of the Company in such a way that they help in prevention of frauds & errors and timely completion of financial statements.

a. Following the norms prevailing in the real estate industry the Company does not ascertain the credit worthiness of customers. The Company maintains the due and mandated KYC norms of the customers. The Company takes a good amount of the overall purchase price of the customer as an advance at the time of booking, and should in case, if the customer fails to pay the due amount, the Company can forfeit the amount, already paid by the customer. The risk is further reduced where the property purchased by customer if financed by any bank/ NBFC. The said Bank/ NBFC do their routine credit check of the customer and thus the Company is not exposed to any credit risk for not ascertaining the credit worthiness of customers.

b. The advances for the purchase of land, projects pending commencement and to the joint ventures and collaborators are given in the normal course of business to land owning Companies, collaborators, projects and for the purchase of land. The Company keeps a watch on how this amount is utilized ultimately. The management of the Company based on the internal assessment and evaluation considers that these advances, which are in the normal course of business, are recoverable/ adjustable. The Company has a process to advance such loans & advance and the management of the Company keeps a close watch on extending such loans & advance and their ultimate recovery.

c. The Company, as per the generally accepted accounting principles, duly provides for the diminished value of such loans & advances, where the recovery of such loan is doubtful. The management believes that the diminution in the value of investments, to the extent other than the value already reduced in the books of accounts, if any, that exists; is only temporary and that the sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment.

2. Project management and land management are the keys to the successful and timely completion of projects. The Company has focused attention to complete the existing projects and has aligns all its available resources for the execution of the projects. This dynamic approach requires realignment of the prevailing internal control relating to Project Management, Project Revenue and Land Management. Similarly to utilize its existing resources better, the company is re-aligns its processes relating to Land Management, Receivable Management, Litigations & Claims.

E) Further, the Board also gives the following explanations, to comments of the Auditors’ in the Annexure B to Auditors’ Report to the members:-

Response to point (iii)(a)

The matter has been evaluated and the Company is of the firm view that the diminution, if any, even if it exists is only temporary and that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment. Further, management believes that the loans and advances given to these Companies are considered good and recoverable based on the future projects in these subsidiaries and accordingly no provision other than those already accounted for, has been considered necessary.

Response to point (v)

The Company is making best possible efforts for sale of the land parcels earmarked for repayment of the deposits but such sale process is taking time due to global economic recession and liquidity crisis, particularly, in the real estate sector of India. However, regardless of these adverse circumstances and difficulties, the Company is committed to comply with the orders passed by the Hon’ble NCLT (including the ones passed by CLB) and NCLAT to repay all the public deposits along with interest thereon in the course of time period.

The Company has already earmarked 6 (six) unencumbered land parcels to be sold and the entire sale proceeds thereof shall be utilized for repayment of the said deposits. The Company is fully committed to repay all the deposits along with interest thereon and it is making all efforts to arrange the necessary resources required for this purpose.

Response to point (vii)(a)

The Management is of the view that there are delays in the payment of income tax, service tax & provident fund. however, with improved business environment and particularly in the challenging Real Estates Industry the Company will be able to meet its obligations in time. The Management is hopeful and committed to their level best to streamline the same in future.

Response to point (viii)

The real estate sector, as a whole, is passing through tough time and your Company is also facing this heat. In this challenging phase, cash-flows of the Company have been adversely impacted and there were certain delays/defaults in timely repayment of dues (including interest) to Banks and financial institutions in respect of term loans and non convertible debentures. It is submitted that the Company endeavors to streamline its future operations and discharge the said liabilities in time.

Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. M.K. Kulshrestha & Associates, Cost Accountants (Firm Registration No. 100209) as cost Auditors for the financial year 2017-18 to carry out the audit of cost records maintained by the Company. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2017-18 is subject to ratification by the shareholders of the Company.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. DR Associates, Company Secretaries (CP No. 714), to conduct the Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report (Form MR-3) is annexed as Annexure II forming part of this Report.

The responses of your Directors on the observations made by the Secretarial Auditor are as follows:-

Response to point No.1

The Company has sought legal opinions from its legal advisors, with respect to the matured unpaid debentures and public deposits outstanding at Balance Sheet date. Based on the same, the Board is of the view that the provisions of Section 164(2) (b) of the Companies Act, 2013 does not attract.

Response to point No.2

The real estate sector is facing the heat of liquidity crunch and the Company is also going through this challenging time. The cash flows of the Company have been adversely impacted and there are delays in delivering projects and repayments of depositors and creditors. The same resulted in rise in litigations. The Company is trying hard to make timely repayments and deliveries and hopeful to get out of it soon.

Response to point No.3

There are delays in the payment of income tax, service tax & provident fund. however, with improved business environment and particularly in the challenging Real Estates Industry the Company will be able to meet its obligations in time. The Management is hopeful and committed to their level best to streamline the same in future.

Response to point No.4

The Company is law abiding entity, and is endeavor to file all required forms and returns with the Registrar in time. However, there has been few delays which the management ensures to take care in future.

RISK MANAGEMENT

In the Company, a well defined risk management mechanism is in place. The Objective of the mechanism is to identify the various inherent risks in the process and advance actions to be taken to mitigate it. A detailed exercise is carried out to identify, evaluate, monitor and manage both business and non-business risks.

The Company has a Risk Management Policy to identify and assess the key risk areas, mitigating risk, monitor and report effectiveness of the process and control.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act read with relevant Rules and Regulation 22 of the Listing Regulations, the

Company has a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns. The said Policy has been posted on Company’s website (www. unitechgroup.com).

During the year under review, no concerns or grievances pursuant to the same were reported.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Pursuant to Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a CSR Committee and based on the recommendations of the Committee the CSR Policy has been approved by the Board of Directors of the Company. The same is available on the website of the Company (www. unitechgroup.com).

During the year under review, CSR Committee recommended that since there is average loss in three preceding financial years, there is no statutory requirement for spending on CSR activities pursuant to provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. However, the Company and its management is committed to contribute towards the betterment of the society where we live and work as and when the company’s cash flow permits.

The annual report on CSR activities is attached at Annexure-III forming part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans given, Guarantees given or Investments made under Section 186 of the Act are given in notes to standalone financial statements.

DEPOSITS

During the year under review, the Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits), Rules 2014.

Particulars of Deposits covered Under Chapter V of the Act are as follows:

Particulars

Details

Amount of Deposits accepted during the year Amount of Deposits remained unpaid or unclaimed during the year* Whether there has been any default in repayment of deposits or interest thereon; and if so the number of times and the total amount involved- - At the beginning of the year - Maximum during the year - At the end of the year Details of deposits which are not in Compliance with Chapter V of this Act.

NIL Rs.547.66 Crore In March 2015, the Company had filed an application before the Hon’ble CLB [Now NCLT] for seeking, inter-alia re-schedulement of repayment of Fixed Deposit. During the year under review, the Hon’ble National Company Law Tribunal, New Delhi (NCLT) dismissed the said application. On appeal against the said order, the Hon’ble National Company Law Appellate Tribunal, New Delhi (NCLAT) extended the date of repayment of deposits under Section 74(1) of the Act upto 31st December 2016. Subsequently, the said appeal was also dismissed by the Hon’ble NCLAT vide its order dated 31stJanuary 2017. The Company has already earmarked six unencumbered land parcels and best possible efforts are being made for sale of said land parcels for repayment of the deposits. However, regardless of adverse circumstances and difficulties, the management is committed to comply with the orders passed by Hon’ble NCLT and Hon’ble NCLAT to repay all the public deposits alongwith interest thereon.

*As at 31st March,2017

RELATED PARTY TRANSACTIONS

All related party transactions attracting compliance under Section 188 of the Act and Regulation 23 of the Listing Regulations are placed before the Audit Committee and the Board. Prior omnibus approval of the Audit Committee was also obtained for the transactions which were of a foreseen and repetitive nature.

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis. During the year under review, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the same, the requirement of giving particulars in Form AOC-2 is not applicable for the year under review.

The Company has framed, approved and implemented a policy on dealing with Related Party Transactions and the same is available on Company’s website under web link http://www.unitechgroup.com/investor-relations/corporate-governance.asp.

Your Directors draw attention of the members to Note No. 44 to the standalone financial statement which sets out related party disclosures.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median employees’ remuneration and other details in terms of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure IV forming part of this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. However, in pursuance of Section 136 of the Act, this report is being sent to all shareholders of the Company, excluding the aforesaid information and the said particulars are made available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is engaged in developing/constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. The Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad.

The foreign exchange earnings and outgo of the Company during the year under review were NIL and Rs.3.77 crore as compared to NIL and Rs.2.73 crore in the previous year respectively.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and Company’s operation in future.

PREVENTION OF SEXUAL HARASSMENT AT workplace

The Company had formulated and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Further during the year under review, no case/complaints pursuant to the same were reported to the Board.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation for the co-operation received from the financial institutions, banks, government authorities, customers, vendors and suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the significant contribution made by each & every employee of the Company. The Directors are also thankful to all stakeholders for their continued patronage.

BY THE ORDER OF BOARD OF DIRECTORS

for UNITECH LIMITED

Ramesh Chandra

Chairman

DIN: 00004216

Date: 30^th May, 2017

Place: Gurugram

---

Mar 31, 2015

Dear Members,

The Company's Directors are pleased to present the 44th Annual Report and the Audited financial Statements of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Financial Performance of the Company for the year ended 31st March, 2015 is summarized below:

(Figures in Rs. Crore)

2014-15 2013-14

Total Income 1394.41 2152.57

Less: Operating Expenses 1071.89 1745.93

Profit/ (Loss) before Interest, 322.52 406.64

Depreciation and Tax

Less: i) Interest 307.31 274.22

ii) Depreciation 7.78 315.09 6.57 280.79

Profit/ (Loss) before Tax 7.43 125.85

Less: Provision for Tax

i) Current 9.52 52.03

ii) Deferred 13.72 23.24 (5.05) 46.98

Profit/(Loss) after Tax (15.81) 78.87

Balance carried over to (15.81) 78.87 Balance Sheet

There were no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of report.

financial highlights and state of company affairs

The total income of the Company for the year under review is Rs. 1,394.41 crore. The Profit before tax stood at Rs. 7.43 crore and Loss after tax stood at Rs. 15.81 crore. On consolidated basis, the total income of the Company and its subsidiaries stands at Rs. 3,719.56 crore. The consolidated loss before tax stood at Rs. 50.81 crore and loss after tax stood at Rs. 128.34 crore. The earnings per share (EPS) on an equity share having face value of Rs. 2 stands at Rs. (0.06) considering the total equity capital of Rs. 523.26 crore.

On consolidated basis, the real estate and related division contributed Rs. 1,738.15 crore in the revenues of the Company, whereas the contribution from the Property Management business was Rs. 383.74 crore and from the Transmission Towers business was Rs. 289.10 crore. Hospitality and other segments contributed the balance revenues of Rs. 1,020.18 crore.

KEY HIGHLIGHTS oF THE BuSINESS AND oPERATIoNS

During the year under review, there was no change in the nature of business of the Company. Some of the key highlights pertaining to the business of the Company, including its subsidiaries and associates, for the year under review and period subsequent thereto are given hereunder:

Project Sales and Delivery

In line with the trend in the last few years, given depressed market conditions, your Company focused on project delivery against launch and sale of new projects. In fact, since Q2, 2014-15, the Company has not launched any new projects. During the year under review, your Company launched new projects totaling an area of 0.64 million sq.ft. The Company achieved sales bookings for a total area of 1.3 million sq.ft. during 2014-15 valued at Rs. 828 crore. In terms of total area sold in 2014-15, 0.31 million sq.ft. was sold in Gurgaon, 0.21 million sq.ft. in Noida & Greater Noida, 0.14 million sq.ft. in Chennai, 0.10 million sq.ft. in Kolkata and 0.54 million sq.ft. in other cities.

In terms of segment wise sales, 54% of the area sold was from the residential segment while 46% was from non-residential. The average realization, in 2014-15, from the non-residential segment was Rs. 7,233 per sq. ft. as compared to the residential segment's average realization of Rs. 5,629 per sq. ft.

Project Execution and Delivery

Your Company delivered 3.16 million sq. ft. of completed area during the year and handing over is in progress in 41 projects across various regions of the country. As at 31st March, 2015, a total of 37.49 million sq.ft. area is under development. In order to efficiently execute the much higher scale of projects across markets, the Company is substantially upgrading its operations. During the year under review, the Company continued to focus on strengthening the back end infrastructure of the construction division to improve the quality and output of construction work.

More details about the business and operations of the Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31st March, 2015.

MANAGEMENT DISCuSSION AND ANALYSIS REPoRT

The Management Discussion and Analysis Report, for the year under review, as stipulated under Clause 49 of the Listing Agreement is given separately and forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance along with a certificate from M/s. RSD & Associates LLP, a firm of Company Secretaries in Practice (CP No. 714) confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company provided in the Annual Report are prepared in accordance with the Act and Accounting Standard (AS) 21 on 'Consolidated Financial Statements' read with Accounting Standard (AS) 23 on 'Accounting for Investments in Associates' and (AS) 27 on 'Financial Reporting of Interest in Joint Ventures'.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

Pursuant to first proviso to Section 129(3) of the Companies Act, 2013 ("the Act"), a statement, containing salient features of financial statements of Company's subsidiaries, joint ventures and associates (in Form AOC-1), is attached to the financial statements. The said statement describes the performance and financial position of each of Company's subsidiaries, joint ventures and associates. The policy for determining material subsidiaries as approved may be accessed on the Company's website at the link:

http://www.unitechqroup.com/investor-relations/corporate-qovernance.asp.

The audited financial statements and related information of the subsidiaries is available on website of the Company, viz. www, unitechgroup.com and will be made available, upon request by any member of the Company & shall also be made available for inspection at the registered office of the Company.

During the year under review, Khatu Shyamji Infratech Pvt. Ltd. was acquired by Unitech Agra Hi-tech Township Limited, a wholly owned subsidiary of the Company.

Further, during the year under review, following companies ceased to be associated with the Company:

Sr. No. Name of Company CIN (Corporate Identification Number)

1 Sirur Developers Pvt. Ltd. U45400DL2007PTC170053

2. Erode Projects Pvt. Ltd. U70109DL2007PTC169206

3. Prasunder Estates Pvt. Ltd. U74899HR2005PTC052432

4. Unitech Hi-Tech Projects Pvt. Ltd. U70109DL2006PTC153484

5. Unitech Realty Estates Pvt. Ltd. U45200DL2006PTC155146

6. Unitech Landscape Projects Pvt. Ltd. U45400DL2008PTC178154

7. MHW Hospitality Ltd. U55101HR2005PLC052431

8. Unitech Real Estate Developers Ltd. U45201HR2005PLC052437

9. Unitech Developers and Projects Ltd. U70109DL2006PLC151341

10. Unitech Hi Tech Structures Ltd. U74899DL2005PLC141674

11. Unival Willows Estate Pvt. Ltd. U70200KA2010PTC079885

12. Unitech Realty Projects Ltd. U00500DL2005PLC140532

13. Seaview Developers Ltd U70101DL2005PLC134243

Sr. No. Name of Company Relation with the Company

1 Sirur Developers Pvt. Ltd. Subsidiary

2. Erode Projects Pvt. Ltd. Subsidiary

3. Prasunder Estates Pvt. Ltd. Subsidiary

4. Unitech Hi-Tech Projects Pvt. Ltd. Subsidiary

5. Unitech Realty Estates Pvt. Ltd. Subsidiary

6. Unitech Landscape Projects Pvt. Ltd. Subsidiary

7. MHW Hospitality Ltd. Subsidiary

8. Unitech Real Estate Developers Ltd. Subsidiary

9. Unitech Developers and Projects Ltd. Associate*

10. Unitech Hi Tech Structures Ltd. Associate*

11. Unival Willows Estate Pvt. Ltd. Associate*

12. Unitech Realty Projects Ltd. Associate*

13. Seaview Developers Ltd Associate*

*ceased to be an associate of Unitech Holdings Ltd., a wholly owned subsidiary of the Company.

A ceased to be an associate of Aditya Properties Pvt. Ltd., a wholly owned subsidiary of the Company.

During the year under review, following 21 subsidiary companies of Havelock Investments Limited (a wholly owned subsidiary of the Company) have been dissolved and amalgamated with Havelock Investments Limited vide Hon'ble High Court of Delhi order No. 12867/14 dated 14th August, 2014.

Sr. Name of Company CIN (Corporate Identification No. Number)

1 Unitech Universal Developers Pvt. U45200DL2008PTC184275 Ltd.

2. Unitech Universal Hotels Pvt. Ltd. U55101DL2008PTC183284

3. Unitech Universal Simpson Hotels U45400DL2008PTC178271 Pvt. Ltd.

4. Volga Realtors Pvt. Ltd. U18204DL2007PTC169633

5. Unitech Power Pvt. Ltd. U40101DL2008PTC175707

6. Unitech Power Projects Pvt. U40108DL2007PTC171151 Ltd.

7. Zanskar Projects Pvt. Ltd. U70109DL2006PTC149537

8. Unitech Acorus Projects Pvt. U45400DL2008PTC179165 Ltd.

9. Unitech Power Distribution U45207DL2008PTC175976 Pvt. Ltd.

10. Unitech Infra-Projects Pvt. Ltd. U45200DL2007PTC159732

11. Flores Unitech Wireless Pvt. Ltd. U31300DL2008PTC184688

12. Unitech Varanasi Hi-Tech Township U45201DL2005PLC141493 Ltd. 13. Panicum Projects Pvt. Ltd. U70109DL2008PTC176858

14. High Strength Infra-Developers U45200DL2007PTC157918 Pvt. Ltd.

15. Sankoo Developers Pvt. Ltd. U70109DL2006PTC155071

16. Mandarin Projects Pvt. Ltd. U45400DL2008PTC176826

17. Falcon Projects Pvt. Ltd. U45400DL2008PTC172095

18. High Vision Healthcare Pvt. U85110DL2006PTC150276 Ltd.

19. Ilam Developers Pvt. Ltd. U70200DL2007PTC170298

20. Agmon Builders Pvt. Ltd. U70109DL2007PTC171838

21. Colossal Infra-Developers U45200DL2006PTC156284 Pvt. Ltd.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as required under Section 92 (3) of the Act, read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure-I to this report.

KEY MANAGERIAL PERSONNEL (KMP)

In compliance with the provisions of Section 203 of the Companies Act, 2013, the following Executive Directors and Senior Officials of the Company are designated as the Key Managerial Personnel of the Company w.e.f 1st April, 2014:

1. Mr. Ramesh Chandra Executive Chairman

2. Mr. Sanjay Chandra Managing Director

3. Mr. Ajay Chandra Managing Director

4. Mr. Sunil Keswani EVP & CFO

5. Mr. Deepak Jain VP & Company Secretary

Directors

In accordance with the provisions of Section 152 of the Act and rules made there under, Mr. Sanjay Chandra, Managing Director (DIN:00004484), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Directors recommend re-appointment of Mr. Sanjay Chandra at the ensuing Annual General Meeting.

Based on the recommendations of the Nomination & Remuneration Committee and after reviewing the declarations submitted by Mr. Sunil Rekhi (DIN: 00062990) and Mr. Chanderkant Jain (DIN: 06709287), confirming that they meet the criteria of Independence as prescribed under section 149 (6) of the Act and Clause 49 of the Listing Agreement, the Board of Directors of the company by way of circular resolution passed on 23rd May 2015, appointed them as Additional Non-Executive Independent Directors of the Company.

Mr. Sunil Rekhi and Mr. Chanderkant Jain, appointed as Additional Independent Directors holds office upto the date of ensuing Annual General Meeting (AGM), are proposed to be appointed at the ensuing AGM as Independent Directors of the Company under Section 149 of the Companies Act, 2013 for a period of five years w.e.f. 23rd May 2015, on non- rotational basis.

Since last Board Report, Dr. P K. Mohanty (DIN: 00238329), Mr. Anil Harish (DIN: 00001685) and Mr. Ravinder Singhania (DIN: 00006921), Independent Directors resigned from the Board w.e.f 13th August, 2014, 23rd May, 2015 and 23rd May, 2015 respectively. The Board wishes to place on record its deep sense of appreciation for the valuable services rendered by them to the Board and the Company during their tenure as Directors.

The details of programmes on familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the Company's website under web link:

http://www.unitechqroup.com/investor-relations/corporate-qovernance.asp

During the year under review, four meetings of the Board of Directors were held. The intervening gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The details of meetings are disclosed under Corporate Governance Report forming part of this Report.

Board Evaluation

Pursuant to the provisions of Section 134, 149 & Schedule IV of the Act and Clause 49 of the Listing Agreement annual performance evaluation of the Directors as well as of the various committees of the Board has been duly carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman & Non Independent Directors was carried out by the Independent Directors at their properly convened meeting. The performance evaluation of the vari- ous Committees of Directors was carried out by the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing criteria for determining qualifications, positive attributes, independence of a director and policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Management personnel of the Company are disclosed in the Corporate Governance Report forming part of this report.

Directors' Responsibility Statement

Pursuant to the requirements of Section 134(3)(c) of the Act the Directors confirm that:

* in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

* the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2015 and of the loss of the company for the year ended on that date;

* the Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

* the Directors had prepared the annual accounts on a going concern basis;

* the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

* the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS

Your Company has an effective internal financial control system, which is continuously evaluated by internal and statutory auditors. The internal control is designed to ensure that financial and other records are reliable for preparing financial information and for maintaining accountability of assets. All financial and audit control systems are also reviewed by the Audit Committee of the Company.

AUDIT COMMITTEE

The composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. Goel Garg & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of auditors, if re- appointed.

A) The Auditors' in their Report to the members, have given two qualified opinions and the response of your Directors with respect to it are as follows:-

Response to Point (1)

The advances for the purchase of land, projects pending commencement and to joint ventures and collaborators amounting to Rs. 7,242,711,244 (previous year Rs. 7,718,890,401) have been given in the normal course of business to land owning companies, collaborators, projects and for purchase of land. Further Rs. 476,179,157 (previous year Rs. 1,529,898,595) have been recovered / adjusted during the current financial year. The management of the company based on the internal assessment and evaluations considers that these advances, which are in the normal course of business are recoverable/ adjustable and that no provision is necessary at this stage.

The management is confident of recovering/ appropriately adjusting the balance in due course.

Response to Point (2)

The Management believes that the diminution in value of investments, if any, that exists is only temporary and that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment. Further, the management believes that the loans and advances given to these companies are considered good and recoverable based on the future projects in these subsidiaries and accordingly no provision other than those already accounted for, has been considered necessary.

B) The Auditors' in their report to the members, have stated two "Emphasis of matter" and the response of your Directors on them are as follows:-

Response to Point (1)

The Company has sought relief under section 74(2) of the Act from Hon'ble Company Law Board ("CLB"). As per the order passed by Hon'ble CLB on 3rd July, 2015 & 15th July, 2015, the Management has earmarked certain unencumbered properties of the Company to the satisfaction of Hon'ble CLB. The Hon'ble CLB has constituted a "Sale Committee" consisting of former CLB Chairman, an Advocate representing some of the Depositors and one representative of Company to sell the earmarked properties of the Company. Further, the management is committed to repay all the public deposits along with interest thereon and making all efforts to arrange the necessary resources required for the purpose.

Response to Point (2)

The management does not consider any adjustment in respect of the balance of short term loans aggregating to Rs. 5,00,6,504,267 (Previous Year Rs. 4,296,647,377) and investments aggregating to Rs. 277,257,892 (Previous Year Rs. 275,323,078) because the matters are sub-judice and the management is hopeful of recovery of the same.

C) Further, the Board gives the following explanations, to the comments of the Auditors' in para 2(f) to Report on Other Legal and Regulatory Requirements:-

Your company has sought legal advice with respect to matured unpaid debentures and public deposits outstanding as at the balance sheet date. Based on the said advice, the Board is of the view that the provisions of sub-section (2) of Section 164 of the Companies Act, 2013 does not apply to the Company.

D) Further, the Board also gives the following explanations, to the comments of the Auditors' in the Annexure to Auditors' Report to the members:-

Response to Point (v)

During the year under review, the Company has filed a re- schedulement application before the Hon'ble CLB, New Delhi Bench under Section 74(2) of the Act seeking extension of time for repayment of deposits. Further, as per the order passed by Hon'ble CLB on 30th June, 2015, the Management has earmarked certain unencumbered properties of the Company to the satisfaction of Hon'ble CLB. The Hon'ble CLB has constituted a "Sale Committee" comprising of Former CLB Chairman, an Advocate representing some of the Depositors & one representative of Company to sell the earmarked properties of the Company. Further, the management is committed to repay all the public deposits along with interest thereon and making all efforts to arrange the necessary resources required for the purpose.

Response to Point (vii)

The Board is of the view that there are few delays in the payment of income tax, service tax & provident fund, however, with improved business scenario the Company will be able to meet its obligations in time. The Board is hopeful and committed to their level best to streamline the same in future.

Response to Point (ix)

The real estate sector, as a whole, is passing through tough time and your company is also facing this heat. In this challenging phase, cash-flows of the company have been adversely impacted and there were certain delays/defaults in timely repayment of dues (including interest) to Banks and financial institutions in respect of term loans and non- convertible debentures. It is submitted that the company endeavors to streamline its future operations and discharge the said liabilities in time.

Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. M.K. Kulshrestha & Associates, Cost Accountants as Cost Auditors for the financial year 2014-15 and 2015-16 to carry out the audit of cost records maintained by the Company. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2014-15 and 2015-16 is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratifications of the remuneration payable to the Cost Auditors.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. RSD & Associates LLP, a firm of Company Secretaries in Practice (CP No. 714), to conduct the Secretarial Audit of the Company for the year ended March 31,2015.

The Secretarial Audit Report (Form MR-3) is annexed as Annexure II forming part of this Report.

The responses of your Directors on the observations made by the Secretarial Auditor are as follows:-

Response to Point No.1

The real estate sector, as a whole, is passing through the challenging times and your company is also facing this heat. In this challenging phase, the cash flows of the company have been adversely impacted. It is submitted that the company is trying hard and undertaking several steps to successfully going through this tough time. The Company is hopeful that in the near future, it will streamline its operations and provide its due share towards the betterment of the society by making the required contribution for the CSR activities envisaged by the company.

Response to Point No.2

Your company has sought legal advice with respect to matured unpaid debentures and public deposits outstanding as at the balance sheet date. Based on the said advice, the Board is of the view that the provisions of sub-section (2) of Section 164 of the Companies Act, 2013 does not apply to the Company.

Response to Point No.3

Your company is going through a hard phase due to stretched liquidity position and there are delays in delivering projects and repayments of creditors this resulted in rise in litigations. Your company is trying hard to make timely repayments and deliveries and hopeful to get out of it soon.

Response to Point No.4

The Board is of the view that there are few delays in the payment of income tax, service tax & provident fund, however, with improved business scenario the Company will be able to meet its obligations in time. The Board is hopeful and committed to their level best to streamline the same in future.

Response to Point No.5

Your company is law abiding entity, and filed the necessary forms & returns with the authorities. However, there were few delays which the management ensures to file the same in time.

RISK Management

Pursuant to the requirement under Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee are set out in the Corporate Governance Report, forming part of this Report.

A well defined risk management mechanism is in place. The objective of the mechanism is to minimize the impact of various risks identified and advance actions to mitigate it. A detailed exercise is carried out to identify, evaluate, monitor and manage both business and non-business risks.

The Company has framed a Risk Management Policy to identify and assess the key risk areas, monitor and report effectiveness of the policy and procedure.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act read with relevant Rules and Clause 49 of Listing Agreement, the Company has a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns. The said Policy has been posted on Company's website (www.unitechgroup. com).

During the year under review, no concerns or grievances pursuant to the same were reported.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Pursuant to Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a CSR committee and based on the recommendation of the Committee the CSR policy has been approved by the Board of Directors of the Company. The same is available on the website of the Company (www.unitechgroup.com).

During the year under review, the Company has contributed an amount towards its CSR activities which is less than the statutory required expenditure, i.e. 2% of the average net profit for three preceding financial years.

Your Company is one of the country's premier real estate developer with pan India presence. The growth of the Company is closely correlated to the overall growth in the country's real estate sector. The real estate sector, as a whole, is passing through challenging times and therefore the company is also facing the subsequent impact of slowdown in the economy. In this challenging phase, the cash flows of the company have been adversely impacted. It is submitted that the company is undertaking several steps to successfully face these challenging times and thereby ensure that, in the near future, the Company increases its contributions to CSR activities as the Company is committed to contribute towards the betterment of the Communities where we live and work.

The annual report on CSR activities is attached at Annexure-III forming part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans given, Guarantees given or Investments made under Section 186 of the Act are given in notes to standalone financial statements.

DEPOSITS

During the year under review, the Company has not accepted any deposits under the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits), Rules 2014.

Particulars of Deposits covered Under Chapter V of the Act are as follows:

Particulars Details

Amount of Deposits accepted NIL during the year

Amount of Deposits remained Rs. 578.63 Crore unpaid or unclaimed during the year*

Whether there has been any default in repayment of deposits or interest thereon; and if so the number of times and the total amount involved-

* At the beginning of the year NIL

* Maximum during the year During the year under review, there were defaults in repayment of matured public Deposits and to the provisions of the Act read with Companies (Acceptance *At the end of year of Deposit) Rules, 2014, the Company has filed an application before the Hon'ble CLB for seeking, inter-alia, India Place" which can easily fit into top five malls of the country in the footfalls it receives annually, an amusement park having exciting rides and the phenomenal water park which is the largest water park in north India, The next phase of the retail component of the project named as "Gardens Galleria" repayment of deposits from the money realized therefrom. The Hon'ble Details of deposits which are not in CLB after considering the compliance with Chapter V of this Act. financial position of the Company has directed to constitute a 'Sale Committee' comprising of former Chairman of CLB as its Chairman and one representative each on behalf of Depositors and the company as its members to sell the earmarked properties offered by the company as expeditiously as possible.

RELATED PARTY TRANSACTIONS

All related party transactions attracting compliance under Section 188 of the Act and Clause 49 of the Listing Agreement are placed before the Audit Committee and the Board. Prior omnibus approval of the Audit Committee was also obtained for the transactions which were of a foreseen and repetitive nature.

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year under review, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. In view of the same, the requirement of giving particulars in Form AOC-2 is not applicable for the year under review.

The Company has framed, approved and implemented a policy on dealing with Related Party Transactions and the same is available on Company's website under web link http://www.unitechgroup.com/investor-relations/corporate- governance.asp .

Your Directors draw attention of the members to Note No. 33 to the standalone financial statement which sets out related party disclosures.

PARTICULARS OF EMPLOYEES AND RELATED DISCLoSuRES

The ratio of remuneration of each Director to the median employees' remuneration and other details in terms of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is provided as Annexure IV forming part of this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 will be provided upon request by any member of the Company. However, in pursuance of Section 136 of the Act, this report is being sent to all shareholders of the Company, excluding the aforesaid information and the said particulars are made available for inspection at the Registered Office of the Company during the period as per the Articles of Association of the Company and any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OuTGO

The Company is engaged in developing/constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. The Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad.

The foreign exchange earnings and outgo of the Company during the year under review were NIL and Rs. 15.99 crore as compared to NIL and Rs. 5.33 crore in the previous year respectively.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and Company's operation in future.

PREVENTION OF SEXuAL HARASSMENT AT WORKPLACE

The Company had formulated and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Further during the year under review, no case/complaints pursuant to the same were reported to the Board.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation for the co-operation received from the financial institutions, banks, government authorities, customers, vendors and suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the significant contribution made by each & every employee of the Company. The Directors are also thankful to depositors and all other stakeholders for their continued patronage.

FOR AND ON BEHALF OF BOARD OF DIRECTORS FOR UNITECH LIMITED

Ramesh Chandra Chairman DIN: 00004216

Place: Gurgaon Date: 13th August, 2015

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Mar 31, 2014

Dear Members,

The Company''s Directors are pleased to present the 43rd Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial Performance of the Company for the year ended 31st March, 2014 is summarized Below (Figures in Rs. million)

2013-14 2012-13

Total income 21525.65 15264.44

Less: Operating 17459.26 9500.67 Expenses Profit before Interest, 4066.39 5763.77 Depreciation, extraordinary items and Tax

Less: i) Intere 2742.22 3043.86 ii) Depreciation 65.65 2807.87 55.98 3099.84

Profit before 1258.52 2663.93 extraordinary items and Tax

Less: Extraordinary 0.00 345.00 Item

Profit before Tax 1258.52 2318.93 Less: Provision for Tax i) Current 520.32 980.33 ii) Earlier year Tax 0.00 85.19

iii) Deferred (50.48) 469.84 (266.35) 799.17

Profit after Tax 788.68 1519.76

Balance carried over to 788.68 1519.76 Balance Sheet

FINANCIAL HIGHLIGHTS AND OPERATIONS

The total income of the Company for the year under review is Rs. 21,525.65 million. The Profit before tax stood at Rs. 1,258.52 million and Profit after tax stood at Rs. 788.68 million. On consolidated basis, the total income of the Company and its subsidiaries stands at Rs. 30,999.07 million. The consolidated profit before tax (PBT) stood at Rs. 1031.76 million and after tax (PAT) stood at Rs. 697.41 million. The earnings per share (EPS), on an equity share having face value of Rs. 2/-, stands at Rs. 0.30 considering the total equity capital of Rs. 5,232.60 million.

On consolidated basis, the real estate and related division contributed Rs. 22,698.19 million in the revenues of the Company, whereas the contribution from the Property Management business was Rs. 1,265.50 million and from the Transmission Towers business was Rs. 3,862.02 million. Hospitality and other segments contributed the balance revenues of Rs. 1,507.47 million.

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

Some of the key highlights pertaining to the business of the Company, including its subsidiaries and joint venture companies, for the year 2013-14 and period subsequent thereto are given hereunder:

New Project Launches and Sales

During the year 2013-14, your Company launched new projects totalling an area of 5.81 million sqft across different cities in India. Of the total area launched in 2013-14, 1.63 million sqft was launched in Gurgaon, 2.37 million sqft in Noida and Greater Noida, 0.61 million sqft in Chennai and 1.19 million sqft in other cities.

The Company recieved sales bookings for a total area of 2.33 million sqft during 2013-14 valued at INR 1502 Crores. In terms of area sold, with a share of 42.0% Gurgaon had the largest share of sales followed by Noida and Greater Noida with 36.3%, Kolkata with 8% and Chennai with 4.9% share. Other cities contributed the balance. In terms of segment wise sales, 73% of the area sold was from the residential segment while 27% was from non-residential. However, the non-residential segment has a higher average realization of INR 8,700 per sqft compared to the residential segment''s average realization of INR 5,628 per sqft.

Project Execution and Delivery

Your Company delivered over 2.95 million sqft of completed property during the year and handing over is in progress in 36 projects across regions. The Company currently has nearly 100 ongoing projects covering a total of 38.41 million sqft of area to be constructed and delivered in the coming years. In order to efficiently execute the much higher scale of projects across markets, the Company is substantially upgrading its operations. In 2013-14, the Company also focused on its construction division and expended a lot of effort into further enhancing the Company''s internal execution capabilities.

More details about the business and operations of the Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DiViDEND

No dividend has been proposed for the year ended 31st March, 2014.

SUBSIDIARIES

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary Companies is attached to the accounts. In view of the general exemption granted by the Ministry of Corporate Affairs vide its circular No. 02/2011 dated 8th February, 2011, the audited annual accounts and reports of Board of Directors and Auditors of subsidiaries have not been annexed to this Annual Report. The Company has complied with the requirements as prescribed under the said circular.

The audited annual accounts and related information of the subsidiaries will be made available, upon request by any member of the Company & shall also be made available for inspection at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company are prepared in accordance with the Accounting Standard (AS) 21 on ''Consolidated Financial Statements'' read with Accounting Standard (AS) 23 on ''Accounting for Investments in Associates'' and (AS) 27 on ''Financial Reporting of Interest in Joint Ventures'', notified under Section 211(3C) of the Companies Act, 1956 read with Accounting Standards Rules as applicable.

DIRECTORS

As per provisions of the Companies Act, 2013 and rules made thereunder, Mr. G.R. Ambwani, Mr. Sanjay Bahadur, Mr. Ravinder Singhania and Mr. Anil Harish are proposed to be appointed as Independent Directors w.e.f. 1st April 2014, for consecutive period of five years, at the ensuing Annual General Meeting.

As per Companies Act, 2013 now onwards Independent Directors are not liable to retire by rotation whereas Mr. Ajay Chandra, Mr. Sanjay Chandra and Ms. Minoti Bahri, Directors of the Company are liable to retire by rotation. Ms. Minoti Bahri, Non-Executive & Non-Independent Director, being longest in the office, retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The brief resume of the Directors being appointed/ re appointed, the nature of their expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding etc. are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

The Directors recommend their appointment/re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed alongwith proper explanation relating to material departures,

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) the Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Listing Agreement is given separately forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance and the certificate from M/s Sanjay Grover and Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance forms part of this report.

AUDITORS AND AUDITORS'' REPORT Statutory

Auditors M/s. Goel Garg & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

A) The Auditors'' in their Report to the members, have given one qualified opinion and the response of your Directors with respect to it is as follows:-

The advances of Rs. 7,718,890,401 (previous year Rs. 9,248,788,996) were given in the normal course of business for the purchase of land, projects pending commencement, joint ventures and collaborators. The management has already recovered/ adjusted Rs. 8,355,415,561 during last two years which itself reflects a significant reduction of around 52% in two years. Your management is confident of recovering/ adjusting the balance advances within reasonable time.

B) The Auditors'' in their report to the members, have stated two "Emphasis of matter" and the response of your Directors on them are as follows:-

Response to Point (i)

* The management does not consider any adjustment in respect of the balance of short term loans aggregating to Rs. 4,296,647,377 and investments aggregating to '' 275,323,078 because the matters are sub-judice and the management is hopeful of recovery of the same.

Response to Point (ii)

* The Committee of Directors accorded its consent for closure of Branch Office at Singapore in its

meeting dated 4th March, 2014. Currently there is no employee in Singapore branch. However, management is taking due care to get accounts of Singapore branch audited.

C) Further, the Board also gives the following explanations, on the comments of the Auditors'' in the Annexure to Auditors'' Report to the members:-

* Refer point (vi) of the Annexure to the Auditors'' Report to the members - The Real Estate sector, as a whole, is passing through testing times and the Company is also facing this heat. As a result, there was non-maintenance of liquid assets as required vide provisions of Rule 3A of Companies (Acceptance of Deposits) Rules, 1975. However, the Company''s endeavor is to comply and maintain liquid assets to the prescribed requirement. Further, we state that the Company has issued cheques to all the deposit holders whose deposits were matured on or before 31st March, 2014 but remained uncleared in the Bank Reconciliation for which the Company is taking necessary steps.

* Refer point (xi) of the Annexure to the Auditors'' Report to the members -

Your Company is recovering from a very challenging phase which has affected its cash-flows, creating temporary mismatch and the stretched liquidity positions during the previous year. It is therefore, during the said previous year, there were delays in timely repayment of dues (including interest) in respect of term loans and non-convertible debenture to Banks and financial institutions. We have been able to service project-linked loans with escrow arrangements. It is further submitted that the things are slowly witnessing improvements and your Company is regularizing the payments and is also exploring various options of discharging the said liabilities. Your company is committed to better times ahead and is hopeful of an improved business prospects in coming years.

Branch Auditors

During the year, the Board has decided and accorded its consent for the closure of Dubai and Singapore Offices.

Pursuant to resolution approved by members in their 42nd Annual General Meeting, the Board shall appoint/ re-appoint, the Auditors for Libya Branch Office after consultation with the Statutory Auditors.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTIoN

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research anddevelopment and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

FIXED DEPOSITS

Your Company has Fixed Deposits to the tune of Rs. 6,030.67 million as on 31st March, 2014. 2335 deposits aggregating Rs.115.37 million were due for renewal/repayment on or before 31st March, 2014 against which no communication was received from the deposit holders.

PARTICULARS OF EMPLOYEES

Statement of particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 and rules framed thereunder forms part of this report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all shareholders of the Company, excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. The members interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOLEDGEMENTS

The Directors wish to place on record their deep sense of appreciation of the significant contribution made by each & every employee of the Company. The Directors are also thankful to depositors and all other stakeholders for their continued patronage.

For and on behalf of the Board of Directors

Ramesh Chandra Chairman

Place: Gurgaon Date: 28th May, 2014

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the 42nd Annual Report of your Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Figures in Rs. million)

Particulars 2012-13 2011-12

1 Total Income 15,264.44 17,765.91

Less. Operating Expenses 9,500.67 10,307.72

2 Profit before Interest, Depreciation, Extraordinary Items and Tax 5,763.77 7,458.19

Less: i) Interest 3,043.86 2,799.35

ii) Depreciation 55.98 3,099.84 67.76 2,867.11

3 Profit before Extraordinary Items and Tax 2,663.93 4,591.08

Less: Extraordinary Item 345.00 -

4 Profit before Tax 2,318.93 4,591.08

Less: Provision for Tax

i) Current 980.33 1,350.45

ii) Earlier year Tax 85.19 (2.84)

iii) Deferred (266.35) 799.17 (23.64) 1,323.97

5 Profit after Tax 1,519.76 3,267.11

6 Balance Carried over to Balance Sheet 1,519.76 3,267.11



FINANCIAL HIGHLIGHTS AND OPERATIONS

The total income of your Company for the year under review is Rs. 15264.44 million. The Profit before tax stood at Rs.2,318.93 million and Profit after tax for the year under review stood at Rs.1,519.76 million. On consolidated basis, the total income of your Company and its subsidiaries stands at Rs. 26,293.00 million. The consolidated profit before tax (PBT) stood at Rs. 3,419.25 million. The consolidated profit after tax (PAT) stood at Rs.2,095.68 million. The earnings per share (EPS), on an equity share having face value of Rs.2/-, stands at Rs. 1.20 considering the total equity capital of Rs.5,232.60 million.

On consolidated basis, the real estate and related division contributed Rs. 18,928.65 million in the revenues of your Company for the year, whereas the contribution from the Property Management business was Rs. 1,278.39 million and from the Transmission Towers business was Rs.2,678.99 million. Hospitality and other segments contributed the balance revenues.

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

Some of the key highlights pertaining to the business of your Company, including its subsidiaries and joint venture companies, for the year 2012-13 and period subsequent thereto are given hereunder:

New Project Launches and Sales

During the year 2012-13, your Company launched new projects totalling an area of 3.98 million square feet across different cities in India. Of the total area launched in 2012-13, 0.44 million sqft was launched in Gurgaon, 2.17 million sqft in Noida and Greater Noida, 0.21 million sqft in Chennai, and 1.06 million sqft in other cities.

The Company received sales bookings for a total area of 5.47 million sqft during 2012-13 valued at Rs. 28,060 million. In terms of area sold, with a share of 50%, Noida and Greater Noida had the largest share of sales followed by Gurgaon with 14%, Chennai with 13%, and Kolkata with 10%. Other cities contributed the balance.

In terms of segment wise sales, 92% of the area sold was from the residential segment while 8% was from non-residential. However, the non-residential segment has a higher average realization of Rs.12,748 per sq feet compared to the residential segment''s average realization of Rs.4,440 per sq feet.

Commercial Leasing Business

A total of approximately 0.85 million sqft of space was leased out during 2012-13 in the IT/ITeS projects that are being developed by the Company in Gurgaon, Noida & Kolkata. With this the total leased area has increased to 6.88 million sqft.

Project Execution and Delivery

Your Company delivered over 3 million sqft of completed property during the year. The Company currently has nearly 100 ongoing projects covering a total of 38.34 million sqft of area to be constructed and delivered in the coming years. In order to efficiently execute the much higher scale of projects across markets, your Company had to substantially upgrade its operations. In 2012- 13, a lot of effort has gone into further enhancing the Company''s internal execution capabilities.

More details about the business and operations of your Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31st March, 2013.

SUBSIDIARIES

In view of the general exemption granted by the Ministry of Corporate Affairs, the annual accounts of subsidiary companies are not required to be attached to your Company''s Accounts.

The Board of Directors of your Company in their meeting held on 30th May, 2013 has given their consent, for not attaching the Annual Accounts of the Subsidiary Companies with that of the Company. Accordingly, annual financial statements of the Subsidiary Companies and other documents required to be attached under section 212(1) of the Companies Act, 1956 to the Balance Sheet of the Company are not attached. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Companies concerned. Further, the financial data of the Subsidiary Companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of your Company are prepared in accordance with the Accounting Standard (AS) 21 on ''Consolidated Financial Statements'' read with Accounting Standard (AS) 23 on ''Accounting for Investments in Associates'' and (AS) 27 on ''Financial Reporting of Interest in Joint Ventures'', notified under Section 211(3C) of the Companies Act, 1956 read with Accounting Standards Rules as applicable.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Article 101 of the Articles of Association of the Company, Mr. Ravinder Singhania and Dr. P.K. Mohanty, Independent Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Company has received Form DD-A from these Directors as required under the Companies (Disqualification of Directors under Section 274(1)(g) of the Companies Act, 1956) Rules, 2003.

Further the approval of Shareholders pursuant to Section 269 of the Companies Act, 1956 read with Schedule XIII thereof, is sought for the re-appointment of Mr. Ramesh Chandra as an Executive Chairman; Mr. Ajay Chandra and Mr. Sanjay Chandra as Managing Directors of the Company on revised remuneration for a period of five years w.e.f from 1st January 2014.

The brief resume and other details of the above directors, as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of this Annual Report.

Appropriate resolutions seeking your approval to the aforesaid re-appointments are appearing in the Notice convening the 42nd Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts for the financial year ended 31st March, 2013 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given separately forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The detailed Report on Corporate Governance and the certificate from M/s Sanjay Grover and Associates, Company Secretaries regarding compliance with the conditions of Corporate Governance forms part of this report.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

The Auditors, M/s. Goel Garg & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible are recommended for re-appointment. A certificate from the auditors has been received to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956.

A) The Auditors'' in their Report to the members, have given one qualified opinion and the response of your Directors with respect to it is as follows:-

The advances of Rs.9,248,788,996 (previous year Rs.16,074,305,962) were given in the normal course of business for the purchase of land, projects pending commencement, joint ventures and collaborators. The management is confident of recovering/ adjusting the balance advances in due course.

B) The Auditors'' in their report to the members, have stated two "Emphasis of matter" and the response of your Directors on them are as follows:-

Response to Point (i)

- The management does not consider any adjustment in respect of the balance of short term loans aggregating to Rs.3,674,531,405 and investments aggregating to Rs. 273,980,098 because the matters are sub-judice and the management is hopeful of recovery of the same.

Response to Point (ii)

- As already explained in the said "emphasis of matter" itself, the management is not currently in a position to ascertain how and in which group Company the obligation is likely to devolve and thus, the consequent impact, if any, on the financial statements, in future, of the Company or affiliate/associate, as the case may be, is currently not ascertainable. Further, in event of settlement not going through between the Company and Telenor Asia Pte. Ltd. as explained in Note 49 to the financial statements, the impact, if any, on the financial statements is also currently not ascertainable.

C) Further, the Board also gives the following explanations, on the comments of the Auditors'' in the Annexure to Auditors'' Report to the members:-

- Refer point (vi) of the Annexure to the Auditors'' Report to the members - The year gone by witnessed slow and much needed recovery for the real estate sector, where, on one hand the liquidity positions improved (more particularly due to ease in financing from Banks/FIs to real estate sector), on the other hand the inflation rate declined, thereby giving an impetus to the sector as a whole. Consequently, as compared to the previous years, the performance of your Company and its liquidity positions, during the year, improved. Therefore, from 31st December, 2012 onwards, there were no delays in repayment of matured and claimed deposits accepted by the Company; also the Company duly maintained the required mandatory investments under Rule 3A of the Companies (Acceptance of Deposit) Rules, 1975 in the last quarter of the financial year 2012-13.

- Refer point (xi) of the Annexure to the Auditors'' Report to the members -As already explained in the preceding paragraph, your Company is recovering from the tough times in the recent past and the liquidity positions are also slowly witnessing improvements. It is therefore, during the previous year, there still were delays in repayments of dues (including interest) to Banks and Financial Institutions. But your Company is committed for better times ahead and is hopeful of an improved business prospects in coming years.

Further, in respect to the delays in the repayment of dues to debenture holders, it is submitted that these debentures have already been restructured/ rescheduled during the year and the delays in repayments are attributable to the procedure part.

Branch Auditors

Pursuant to Section 228(3)(a) and other applicable provisions, if any, of the Companies Act, 1956 and subject to the approval of shareholders in the General Meeting, the accounts of a branch can be audited otherwise than by the Company''s auditors and the Board of Directors, in consultation with the Company''s auditors, can appoint such branch auditors.

Accordingly the approval of the shareholders is sought to authorize the Board of Directors of your Company to appoint, in consultation with the Statutory Auditors of the Company, any person other than the Statutory Auditors, the Auditors for any branch office of your Company, which is already opened or is to be opened.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is engaged in developing/constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. Your Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad.

The foreign exchange earnings and expenditures of the Company during the year under review were Rs.207.34 million and Rs.175.68 million as compared to Rs.45.98 million and Rs.87.81 million in the previous year respectively.

FIXED DEPOSITS

Your Company has Fixed Deposits to the tune of Rs. 5,963.20 million as on 31st March, 2013. 2072 deposits aggregating Rs.100.08 million were due for renewal/repayment on or before 31st March, 2013 against which no communication was received from the deposit holders.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees forms a part of this report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Directors'' Report and the Accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. This statement shall also be available for inspection at the registered office of the Company during the working hours prior to the date of the Annual General Meeting and will also be available for inspection at the meeting.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the cooperation and assistance received from its bankers, financial institutions, government as well as non-government agencies.

Your Directors also wish to place on record their deep sense of appreciation to the contribution made by employees, customers, clients, vendors and other business associates for their continued trust, cooperation and support. Your Directors are thankful to the shareholders and deposit holders for their continued patronage.

For and on behalf of the Board of Directors



Ramesh Chandra

Chairman

Place: Gurgaon

Date: 30th May, 2013

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Mar 31, 2012

To the Members,

The Directors have pleasure in presenting the 41st Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the previous year is summarized below:

(Figures in Rs. millions)

Particulars 2011-12 2010-11

1. Total Income 17,765.91 23,772.38

Less: Operating Expenses 10,307.72 12,969.66

2. Profit before Interest and Depreciation 7,458.19 10,802.72

Less:i) Interest 2,799.35 3,454.20

ii) Depreciation 67.76 2,867.11 66.79 3,520.99

3. Profit before Tax 4,591.08 7,281.73

Less: Provision for Tax

i) Current 1,350.45 2,200.00

ii) Earlier year Tax (2.84) -

iii) Deferred (23.64) 1,323.97 (19.08) 2,180.92

4. Profit after Tax 3,267.11 5,100.81 Add/(Less):

i) Balance of Profit as per last Balance Sheet 28,222.85 18,348.70

ii) Transfer from Debenture Redemption Reserve 700.00 5,160.00

iii) Proposed Dividend and Dividend Distribution

Tax written back 304.07 29,226.92 - 23,508.70

Balance available for appropriation 32,494.03 28,609.51

5. Appropriations

i) Proposed Dividend - 261.63

ii) Tax on Dividend - 42.44

iii) Transfer to General Reserve - 64.15

iv) Dividend paid for earlier years - 18.44

v) Balance carried over to Balance Sheet 32,494.03 28,222.85

32,494.03 28,609.51

FINANCIAL HIGHLIGHTS AND OPERATIONS

The total income of your Company for the year under review is Rs.1776 5.91 million. The profit before tax stood at Rs. 4591.08 million and profit after tax for the year under review stood at Rs. 3267.11 million. On consolidated basis, the total income of your Company and its subsidiaries stands at Rs. 26299.11 million. The consolidated profit before tax (PBT) stood at Rs. 4358.06 million. The consolidated profit after tax (PAT) stood at Rs. 2462.15 million. The earning per share (EPS), on an equity share having face value of Rs. 2/-, stands at Rs. 0.91 considering the total equity capital of Rs. 5232.60 million.

On consolidated basis, the real state and related division contributed Rs. 20193.88 million in the revenues of your Company for the year, whereas the contribution from the Property Management business was Rs. 1176.05 million and from the Transmission Towers business was Rs. 2008.38 million. Hospitality and other segments contributed the balance revenues.

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

Some of the key highlights pertaining to the business of your company, including its subsidiaries and joint venture companies, for the year 2011-12 and period subsequent thereto are given hereunder:

- New Project Launches and Sales

During the year 2011-12, your Company launched new projects totaling an area of 7.81 million square feet across different cities in India. Of the total area launched in 2011- 12, 2.23 million sqft was launched in Gurgaon, 1.58 million sqft in Noida and Greater Noida, 1.75 million sqft in Chennai, and 2.24 million sqft in other cities.

The Company received sales bookings for a total area of 7.19 million sqft during 2011-12 valued at Rs. 3808 crore. In terms of area sold, with a share of 32%, Gurgaon had the largest share of sales followed by Noida and Greater Noida with 24%, Chennai with 17%, and Kolkata with 9%. Other cities contributed the remaining18%.

In terms of segment wise sales, 88% of the area sold was from the residential segment while 12% was from non- residential. In value terms, share of non-residential segment was slightly higher at 24% due to higher average realization of Rs. 10828 per sqft as compared to an average realization of Rs. 4564 per sqft of residential segment.

- Commercial Leasing Business

A total of approximately 0.94 million square feet of space was leased out during 2011-12 in the IT/ITeS projects that are being developed by the Company in Gurgaon, Noida & Kolkata. With this the total leased area has increased to 6.03 million sqft.

- Project Execution and Delivery

Unitech delivered 3.4 million sqft of completed property during the year. The Company currently has nearly 100 ongoing projects covering a total of approx. 40 million sqft of area to be constructed and delivered in the coming years. In order to efficiently execute the much higher scale of projects across markets, Unitech had to substantially upgrade its operations. In 2011-12, a lot of effort has gone into further enhancing the Company's internal execution capabilities.

- Scheme of Arrangement

The petition filed with the Hon'ble High Court of Delhi, New Delhi, for the approval of the scheme of arrangement under section 391- 394 of the Companies Act, 1956 for the amalgamation of two wholly owned subsidiaries of the Company i.e. Aditya Properties Private Limited and Unitech Holdings Limited with the Company and for the De-merger of infrastructure undertaking (post- merger) of Unitech Limited into its wholly owned subsidiary i.e. Unitech Infra Limited, was withdrawn by the Company.

- More details about the business and operations of your Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DIVIDEND

No Dividend was recommended by your Directors for the year ended 31st March, 2012.

SUBSIDIARIES

There are 272 Subsidiary Companies as on 31st March, 2012. The financial details of the subsidiary companies as well as the extent of holding therein are provided in a separate section of this Annual Report.

The Ministry of Corporate Affairs has, vide General Circular No. 2/2011 dated 8th February, 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with the annual accounts of holding company.

Pursuant to the said Circular, the Board of Directors of your Company in their meeting held on 14th August, 2012 has given their consent, for not attaching the Annual Accounts of the Subsidiary Companies with that of the Holding Company. Accordingly, Balance Sheet, profit & Loss Account, Directors' Report and Auditors' Report of the Subsidiary Companies and other documents required to be attached under section 212(1) of the Companies Act, 1956 to the Balance Sheet of the Company, shall not be attached. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Companies concerned. Further, the financial data of the Subsidiary Companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of your Company are prepared in accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures and forms part of this Annual Report.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Article 101 of the Articles of Association of the Company, Mr. Anil Harish and Ms. Minoti Bahri, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The brief resume and other details of the above directors, as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors, based on the information and representations received from the operating management, confirm that:

i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of Affairs of your Company at the end of the financial year and of the profit of your Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2012 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given separately forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

Committed to good corporate governance practices, your company fully conforms to the standards set out by the Securities and Exchange Board of India and other regulatory authorities and has implemented and complied with all of its major stipulations. The requisite Certificate issued by M/s. Sanjay Grover and Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Auditors, M/s. Goel Garg & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible are recommended for re-appointment. A certificate from the auditors has been received to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956.

A) The Auditors, without qualifying the Auditors' Report, have drawn attention on few items and the responses of your Directors on them are as follows:

- Refer point 6(i) of the Auditors' report to the members – As stated in the observation itself, the matter is sub-judice and the impact, if any, is unascertainable at this stage therefore no adjustments have been considered necessary.

- Refer point 6(ii) of the Auditors' report to the members – The management states that the Company has an investment/ exposure to Unitech Wireless Companies amounting to Rs.9,020,510,728 and since the licenses are operative as of now; no adjustments have been considered necessary for the year ended 31st March, 2012.

Further with respect to claim filed by Telenor group against the Company for indentification of amount invested by them, the Company believes that these claims are not maintainable because the Hon'ble Supreme Court has ordered cancellation of 2G licences held by all 122 licensees by questioning the telecom policy of the Govt. of India.

B) The response of your Directors on the qualification of the Auditors is as follows:

- Refer point 7 of the Auditors' report to the members - The management is of the opinion that the advances for purchase of land and projects pending commencement, are considered good for recovery or are recoverable in due course.

C) Further, the Board also gives the following explanations on the comments of Auditors reported in the Annexure to Auditors Report:

- Refer point (vi) of the Annexure to the Auditors' Report to the members – The Real Estate sector, as a whole, is passing through testing times and your Company is also facing this heat. As a result, the mandatory investments as per Rule 3A fell short of the prescribed requirement during the year. However, the said requirements were duly maintained by your Company at the year end. There were also some delays in repayments of matured deposits but the same were repaid by your Company by the date of this report. There were certain cheques amounting to Rs.29,562,046 issued for repayment of the deposits matured before the balance sheet date, which were not presented for payment therefore the effect of it did not reflected in the bank account statement of the Company.

- Refer point (ix) (b) of the Annexure to the Auditors' Report to the members – There are few delays in the payment of service tax and income tax, However, these dues were subequently paid of by your Company.

- Refer point (xi) of the Annexure to the Auditors' Report to the members – Due to slow down in the real estate business and the resultant impact on the performance of your Company there were outstanding delays, as at the balance sheet date, in the re-payments of dues to the Banks and Financial Institutions. However, the management opines that with improved business scenario, your Company will be able to meet its obligation in time.

Further, in respect to the delays in the repayment of dues to debenture holders, it is submitted that the management has already initiated the process of rescheduling and restructuring and the delay is attributable to the processing of documentation of such rescheduling/restruc- turing exercise.

Branch Auditors

During the year, a casual vacancy occurred in the office of the Branch Auditors at Libya, due to the death of Mr. A. Zalmat.

Your Directors in their meeting held on 14th February, 2012 had filled up said vacancy and had appointed M/s N. Zalmat as the Branch Auditors for Libya Branch of your Company to hold office until the conclusion of the ensuing Annual General Meeting.

M/s N. Zalmat has been recommended by your Directors to be appointed as the Branch Auditors for Libya Branch of your Company for the financial year 2012-13.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is engaged in developing/ constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. Your Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad.

The foreign exchange earnings and expenditure of the company during the year under review were Rs. 45.98 million and Rs. 87.81 million as compared to Rs. 51.57 million and Rs. 176.98 million in the previous year respectively.

FIXED DEPOSITS

Your Company has Fixed Deposits to the tune of Rs. 5816.99 million as on 31st March, 2012. 1544 deposits aggregating Rs. 97.26 million were due for renewal/ repayment on or before 31st March, 2012 against which no communication was received from the deposit holders.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees forms a part of this report. However, as per the provision 219(1)(b)(iv) of the Companies Act, 1956, the Directors' Report and the Accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. This statement shall also be available for inspection at the registered office of the Company during the working hours upto the date of the Annual General Meeting.

ACKNOWLEDGEMENTS

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers, financial institutions, government as well as non- government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company and its subsidiaries during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders and deposit holders for their continued patronage.

For and on behalf of the Board of Directors

Ramesh Chandra Chairman

Place: Gurgaon

Date: 14th August, 2012

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 40th Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the previous year is summarized below:

(Amount in Rs. million)

Particulars 2010-11 2009-10

1. Total Income 21,681.34 22,217.14

Less: Operating Expenses 11,046.08 11,549.77

2. Gross Profit before Interest and Depreciation 10,635.26 10,667.37

Less: i) Interest 3,286.74 3,453.54

ii) Depreciation 66.79 3,353.53 59.48 3,513.02

3. Profit before Tax 7,281.73 7,154.35

Less: Provision for Tax

i) Current 2,200.00 1,730.00

ii) Deferred (19.08) 2,180.92 (18.67) 1,711.33

4. Profit after Tax 5,100.81 5,443.02 Add/(Less):

i) Balance of Profit as per last Balance Sheet 18,348.70 15,367.74

ii) Foreign Project Reserve Written Back - 5.00

iii) Taxes Paid for earlier years (Net of Provision) - (188.29)

iv) Debenture Redemption Reserve written back 5,160.00 23,508.70 6,400.00 21,584.45

Balance available for appropriation 28,609.51 27,027.47

5. Appropriations

i) Proposed Dividend 261.63 487.76

ii) Tax on Dividend 42.44 81.01

iii) Transfer to Debenture Redemption Reserve - 8,110.00

iv) Transfer to General Reserve 64.15

v) Dividend paid for earlier years 18.44

vi) Balance carried over to Balance Sheet 28,222.85 18,348.70

28,609.51 27,027.47

FINANCIAL HIGHLIGHTS AND OPERATIONS

The total income of your Company for the year under review is Rs. 21,681.34 million. The real estate division contributed Rs. 16,931.48 million in the revenues of your company for the year, whereas the construction division put in Rs. 348.29 million. The revenues from consultancy segment for the year were Rs. 778.76 million.

On consolidated basis, the total income of your Company and its subsidiaries stands at Rs. 32,921.20 million. The consolidated profit before tax (PBT) stood at Rs. 8,515.60 million. The consolidated profit after tax (PAT) stood at Rs. 5,811.79 million. The earning per share (EPS), on an equity share having face value of Rs. 2/-, stands at Rs. 2.24 considering the total equity capital of Rs. 5,232.60 million.

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

Some of the key highlights pertaining to the business of your Company, including its subsidiaries and joint venture Companies, for the year 2010- 11 and period subsequent thereto are given hereunder:

- New Project Launches and Sales

During the year 2010-11, your Company launched new projects totaling an area of 10.4 million square feet across different cities in India. Of the total area launched in 2010-11, 3.9 million sqft was launched in Gurgaon, 2.2 million sqft in Noida and Greater Noida, 1.4 million sqft in Chennai, 1.3 million sqft in Kolkata and 1.6 million sqft in other cities.

The Company received sales bookings for a total area of 9.16 million sqft during 2010-11 valued at Rs. 43,236.52 million. With a share of 48%, Gurgaon had the largest share of sales, followed by Noida and Greater Noida with 20%, Chennai with 11%, Kolkata with 10% and other cities with 11%.

In terms of segment wise sales, 83% of the area sold was from the residential segment while 17% was from non-residential. In value terms, share of non-residential segment was slightly higher at 24% due to higher average realisation of Rs. 6,585 per sqft as compared to an average realisation of Rs. 4,341 per sqft of residential segment.

- Commercial Leasing Business

A total of approximately 2.5 million square feet of space was leased out during 2010-11 in the IT/ITeS projects that are being developed by the Company in Gurgaon, Noida & Kolkata with this the total leased area increased to 4.9 million sqft.

- Project Execution and Delivery

Unitech delivered 4.25 million sqft of completed property during the year. Company currently has about 80 ongoing projects covering a total of approx. 40 million sqft of area to be constructed and delivered in the coming years. In order to efficiently execute the much higher scale of projects across markets, Unitech had to substantially upgrade its operations. In 2010-11, a lot of effort has gone into further enhancing the Company's internal execution capabilities.

- Enhancing Execution Capabilities/ Capacity Building

Capacity building has been a key focus area for the Company during the year. On the one hand, various measures being undertaken to enhance internal capabilities focus on reducing construction time as well as cost. On the other hand, there is also a concerted effort at increasing controls and supervision to deal more efficiently with project related issues across geographies. Some of the initiatives taken are product standardisation, process changes, inhouse architectural and engineering design, expansion of contractor base and higher mechanization.

- Scheme of Arrangement

The scheme of arrangement under section 391-394 of the Companies Act, 1956 for the amalgamation of two wholly owned subsidiaries of the Company i.e. Aditya Properties Private Limited and Unitech Holdings Limited with the Company and for the De-merger of infrastructure undertaking (post- merger) of Unitech Limited into its wholly owned subsidiary i.e. Unitech Infra Limited, duly approved by shareholders and creditors in their meetings, was filed with Hon'ble High Court of Delhi and is pending for its approval.

More details about the business and operations of your Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DIVIDEND

Keeping in view the current economic scenario and the future funds requirements of the Company, your Directors have recommended a dividend @ Re. 0.10 per share on an equity share of Rs. 2/- each fully paid- up (i.e. 5%) for the year ended 31st March, 2011, as against a last year dividend of 10% (Re. 0.20 per share). The dividend, if approved, will be paid:

(i) to those members, holding shares in physical form, whose names appear on the Register of Members of the Company at the close of business hours on 29th August 2011, after giving effect to all valid transfers in physical form lodged with the Company or its Registrar and Shares Transfer Agent on or before 12th August 2011 and

(ii) to those beneficial owners, holding shares in electronic form, whose names appear in the statement of beneficial owners furnished by the Depositories to the Company as at the close of business hours on 12th August 2011.

SUBSIDIARIES

There are 293 Subsidiary Companies as on 31st March, 2011. The financial details of the subsidiary companies as well as the extent of holdings therein are provided in a separate section of this Annual Report.

The Ministry of Corporate Affairs has, vide General Circular No. 2/2011 dated 8th February 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with the annual accounts of holding company.

Pursuant to the said Circular, the Board of Directors of your Company in their meeting held on 29th May 2011 has given their consent, for not attaching the Annual Accounts of the Subsidiary Companies with that of the Holding Company. Accordingly, Balance Sheet, Profit & Loss Account, Directors' Report and Auditors' Report of the Subsidiary Companies and other documents required to be attached under section 212(1) of the Act to the Balance Sheet of the Company, shall not be attached. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Companies concerned. Further, the financial data of the Subsidiary Companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investements in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements forms part of this Annual Report.

CHANGES IN CAPITAL STRUCTURE

Authorised Share Capital

The authorised share capital of your Company is Rs. 10,000 million divided into 4,000,000,000 equity shares (4,000 million) of Rs.2/- each and 200,000,000 preference shares (200 million) of Rs. 10/- each.

Issued and Paid-up Share Capital

The Company had, pursuant to the special resolution passed in the EGM held on 16th June, 2009, allotted 227,500,000 warrants, convertible into equal number of equity shares of Rs. 2/- each at a premium of Rs. 48.75 per share to Harsil Projects Private Limited, a promoter group Company on 29th June 2009.

As on 1st April, 2010, 177,500,000 such warrants were outstanding and the same got converted in four tranches during the year 2010-11 into equal number of equity shares of the Company of face value of Rs. 2/- each at a price of Rs. 50.75 per equity shares (including a premium of Rs. 48.75 per equity shares), as per details below :

Date of No. of warrants converted conversion into equal number of of warrants equity shares

02.06.2010 59,056,781

18.06.2010 20,000,000

22.12.2010 39,408,867

27.12.2010 59,034,352

Accordingly after the above said allotments, the issued and paid-up share capital of your Company stood at Rs. 5,232,602,094/- comprising of 2616301047 equity shares of Rs. 2/- each as at 31st March 2011.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Article 101 of the Articles of Association of the Company, Mr. G.R. Ambwani and Mr. Sanjay Bahadur are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The brief resume and other details of the above directors, as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors, based on the information and representations received from the operating management, confirm that:

i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2011 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given seperately forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

Committed to good corporate governance practices, your company fully conforms to the standards set out by the Securities and Exchange Board of India and other regulatory authorities and has implemented and complied with all of its major stipulations. The requisite Certificate issued by M/s Sanjay Grover and Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this report.

SOCIAL RESPONSIBILITY

The Company conducts its business in a way that creates social, environmental and economic benefits to the communities in which it operates and the Company has always been earnest for contributing towards the betterment of society through various welfare initiatives viz. providing education, skill development and healthcare for the underprivileged section of the society. Some of such CSR initiatives are highlighted hereunder:

- Safety Measure at the Construction Site - The Company ensures stringent safety regulations, conducive work environment, clean drinking water, crèche facilities for more than 22,000 workers at the various construction sites across India.

- Education - Unitech's schools of learning called "Shikshantar" with excellent academic faculty at the helm, provide holistic education to children from all backgrounds.

- Rainwater Harvesting - All townships and projects developed by the Company have rainwater harvesting facilities. Unitech is committed to best practices that help maintain the water table and encourage recycling.

- Social Forestry - To affirm its concern for environmental sustainability, Company's brand is associated with 'green' and the Company ensures plantation on a continuous basis in and around all our locations.

AUDITORS AND AUDITORS' REPORT

The Auditors, M/s. Goel Garg & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible are recommended for re-appointment. A certificate from the auditors has been received to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956.

M/s A. Zalmet, Certified and Legal Public Accountant, Libya who had been appointed as Branch Auditors for Libya Branch of your Company will also retire at the ensuing Annual General Meeting and being eligible is recommended for re-appointment.

The Auditors, without qualifying the Auditors' Report, have drawn attention on few items and the Board's responses on them are as follows:

- Refer point 4(vi) (a) of the Auditors' report - Due to ongoing civil war and internal conflicts in Libya, the Company had to abandon its branch operations during the financial year 2010-2011. The Company's contractors situated in Europe have already commenced the procedures under international law for "Force Majeure" for compensation/ estimation of amounts due by the Libyan Government, these would materialize in due course of time and the management does not envisage any loss at this stage.

- Refer point 4(vi) (b) & (c) of the Auditors' report - The management is of the opinion that advances against projects pending commencement and advances recoverable, are in the normal course of business and even though unsecured and unconfirmed are considered good.

- Refer point (xi) of the Annexure to the Auditors' Report - During the year under review, there had been some delays in re-payments of dues to the Banks and Financial Institutions due to slow down in the real estate business. However, the management opines that with improved business scenario, the company will be able to meet its obligation in time.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

Foreign Exchange Earnings and Outgo

Activities relating to exports, initiatives to increase exports, Development of new export markets for products and services and Export plans:

The Company is engaged in developing/constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. The Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad.

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. 51.57 million and Rs. 176.98 million as compared to Rs. 253.43 million and Rs. 63.964 million in the previous year respectively.

FIXED DEPOSITS

Your Company has Fixed Deposits to the tune of Rs. 9,333.282 million as on 31st March, 2011. 1427 deposits aggregating Rs. 84.279 million were due for renewal/repayment on or before 31st March, 2011 against which no communication was received from the deposit holders.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees forms a part of this Report. However, as per the provision 219(1) (b)(iv) of the Companies Act, 1956, the Directors' Report and the Accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. This statement shall also be available for inspection at the registered office of the Company during the working hours upto the date of the Annual General Meeting.

ACKNOWLEDGEMENTS

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers, financial institutions, government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company and its subsidiaries during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders and deposit holders for their continued patronage.

For and on behalf of the Board of Directors

Ramesh Chandra

Chairman

Place: New Delhi

Date: 29th May 2011