We have audited the accompanying Financial Statements of CITADEL REALTY AND DEVELOPERS LIMITED (“the Company”), which
comprise the Balance Sheet as at 31st March 2025, the Statement of profit and loss (Including Other Comprehensive Income), Statement of
changes in equity and Statement of Cash Flows for the period then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information (hereinafter referred to as “Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the
information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, its
Loss including Other Comprehensive Income, Statement of changes in equity and its cash flows for the period ended on that date.
Basis for Opinion
We conducted our audit of Financial Statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of
our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules there
under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements
of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on key matters.
1. The assessment of recoverable amount of the Company’s investment in and loans receivable from Associates involves significant judgment
in respect of assumptions such as discount rates, current work in hand, future contract wins/ future business plan and the recoverability of
certain receivables as well as economic assumption such as growth rate.
Auditor’s responds:-
Our procedures included the following:
• Evaluated the net worth and past performance of the Company to whom loans given or investments made. Compared the carrying amount
of the investment with the expected value of the business
Other Information
The Company’s Board of Directors is responsible for the Preparation of other information. The other information comprises of the information
included in the Board’s Report including Annexures to Board’s report but does not include the Financial Statements and our auditor’s report
thereon. Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance or conclusion
thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears
to be materially misstated. We have been informed that other information will be adopted by the Board of Directors at a later date and we will
report, if other information so adopted is materially inconsistent with the financial statements.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these
Financial Statements that give a true and fair view of the Financial Position, Financial Performance including Other Comprehensive Income,
changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible
for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Financial Statements.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional scepticism throughout
the audit.
We also:
• Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
Under section 143(3)(i) of the Companies Act, 2013 as amended , we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue
as a going concern.
• Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial
Statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub¬
section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.
2. During the year no director remuneration is paid or provided by the Company and hence reporting as required under Section 197(16) of the
Act is not made.
3. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for
the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination
of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and
the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended.
(e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164(2)
of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate Report in “Annexure B”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :
1. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer note 39
to the standalone financial statements;.
2. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts that require provision
under any law or accounting standards for which there were any material foreseeable losses.
3. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
4. (a) The Management has represented to us that, to the best of it’s knowledge and belief, as disclosed in the notes to the accounts no funds
(which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented to us that, to the best of it’s knowledge and belief, as disclosed in the notes to the accounts, no funds
(which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies),
including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances, nothing has come to our
notice that cause us to believe that the representation given by the Management under paragraph (3) (g) (iv) (a) and (b) above contain
any material misstatement.
5. The Company has not declared or paid any dividend during the current period.
6. Based on our examination, which included test checks carried out on software’s application level and review of information and explanations
given to us, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility at application level and the same has operated throughout the year for all relevant transactions recorded in the accounting
software. Further, during the course of our audit, we did not come across any instances of the audit trail feature being tampered with and the
audit trail has been preserved by the Company as per the statutory requirements for record retention.
For Bipin B. Shah & Co.
Firm Registration Number: 101511W
Chartered Accountants
Bipin B. Shah
Proprietor
Membership Number: - 013191
UDIN:- 25013191BMULDW8233
Place:- Mumbai
Date :- 26th May, 2025
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