vikas wsp ltd Auditors report

To

The Members of Vikas WSP Limited Report on the Audit of the Financial Statements Corporate Insolvency Proceedings as per Insolvency and Bankruptcy Code, 2016 (IBC)

The National Company Law Tribunal ("NCLT"), Chandigarh Bench, vide their order delivered on February 2nd, 2022 ("Insolvency Commencement Date") has admitted the petition filed by financial creditor of the company for initiation of Corporate Insolvency Resolution Process ("CIRP") u/s 7 of the Insolvency and Bankruptcy Code, 2016 ("the code") and has appointed Mr. Darshan Singh Anand, Registration No. IBBI/IPA- 002/IP-N00326/2017-18/10931 as Interim Resolution Professional ("IRP") to manage the affairs of the company in accordance with the provisions of the code. In the second meeting of Committee of Creditors ("COC") held on March 17th, 2022, Mr. Darshan Singh Anand has been confirmed as Resolution Professional ("RP") for the company. Pursuant to NCLT order for commencement of CIRP and in line with the provisions of the Code, the powers of the Board of directors shall stand suspended and be exercised by IRP/RP.

We have been informed by RP that the record of the Company is not handed over to RP completely and hence application u/s 19(2) of the IBC has been submitted to NCLT. Further, as informed by the management at the time of initiation of the CIRP proceedings vide email dated 15.02.2022 that due to ransom ware attack the tally data, fixed assets register and other relevant records before 01.04.2021 were not available.

Qualified Opinion

We have audited the accompanying financial statements of Vikas WSP Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2022, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as the "financial statements").

In our opinion and to the best of our information and according to the explanations given to us, exceptfor possible effects of the matter described in the Basisfor Qualified Opinion sestion of our report, 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, 2022, and its loss (including other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

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

1. For the reasons as specified in the paragraph 1 above of the Audit Report, the company has not taken into consideration any impact on the carrying value of tangible assets, if any, in the preparation of Financial Results as required by lnd-AS 10 on the "Events after the reporting period". Further, the company has also not made full assessment of its impairment in their fair value as required by Ind AS 36 on the impairment of assets, if any, as on 31^st March 2022 in the value of tangible assets. The company continues not to assess the impairment of the carrying value of the tangible assets. Therefore, are unable to comment on the consequential impairment, if any, that is required to be made in the carrying value property, plant and equipment.

2. For the reasons as specified in the paragraph 1 above of the Audit Report and pending comprehensive review of carrying amount of all assets (including balances lying under Goods & Service Ta x and other statutory authorises) & liabilities including trade receivables, advances paid, trade payables, advances received, other short term liabilities, etc. as a t 31stMarch,2022 which are un confirmed and no documentary evidence have be en made available to verify/ confirm the samealong with non-provision for impairment of carrying value of the assets and write back of liabilities if any due to pending implementation of the approved resolution plan by NCLT, we are unable to comment that whether any adjustment is required in the carrying amount of such assets and liabilities and consequential impact, if any, on the reported losses for the year ended March 31, 2022. Non determination of fair value of financial assets & liabilities and impairment in ca rrying a r other assets and liabilities are not in compliance with Ind AS 109 "Financial Instruments", IndAS 10 ‘‘Events after IndAS 36 " Impairment of Assrts " and IndAS 37"Provisions, Contingent Liabilities & Contingent .Assets".

3. The financial creditors and the operational creditors, as part

of CIRP have submitted their claims to IRP is under reconciliation with the amounts as appearing in the books of accounts .Accordingly, to the process for submission and reconciliation of claims as on the Insolvency Commencement Date remains an ongoing process, no provision/ accounting adjustments are made in the books of accounts in respect of excess/ short or non receipt of claims in the case of financial and operational creditors. " Hence, consequential impact, if any, on the financial results is not currently ascertainable.

4. For the reasons as specified in the paragraph 1 above ofithe Audit Report,th e Company has not produced Fixed Asset Register. Accordingly, we can n ot comment on accuracy ofi the value ofi Property, Plant and Equipment, calculation ofi current de predation and its possible impact on Financial Statements. Further, the Compa ny has written off Capital Work in Progress amounting to Rs. 1156.33 lacs,being nonexistent, to theS tatement ofiPr ofit and Los s w here as no sufficient and appropriate audit evidence have been produced to substantiate the same as well as nature ofi expense whether it is capital or revenue. Hence, are unable to comment on the same.

5. The Company has written ofi amount ofi Rs. 157.38 lacs of electricity security deposit as Rs. 109.74 lacs being adjusted with electricity expenses payable ofi previous years andRs. 47.64 lacs being non-existent, to the Statement ofi Profit and Loss whereas no sufficient and appropriate audit evidence have been produced to substantiate the charge made in Statement of Profit and Loss.

6. For the reasons as specified in the paragraph 1 above of the

Audit Report,Saleo fFixedAssets amounting to Rs. 9.85 lacs has been booked on the Financial Statements for which no detail of purchase and gain or loss on sale has been provided to us. Consequently, no effect in thefiinancial statements has been considered on the accumulated depreciation of sold out asset.

7. The Share Application Money pending allotment amounting toRs. 850 lacs is outstanding thefiinancial statements as on 31^st March 2022 which has neither been refunded nor allotted as per the requirements ofi section 42 ofi the Companies Act, 2013. Correspondingly, pendin g CIRP proceedings be ing undertaken, no interest p rovision ofi Rs. 102 lacs has been made on the outstanding amount during the year.

8. We have been informed by the Resolution professional that certain information including the m inutes of meetings of Committee ofiC reditors a nd the outcome ofic ertain procedures carried out as a part ofi CIRP are confidential in nature and could not be shared with anyone other than the Committee of Creditors and NCLT.Acco rdingly, w e are unable to comment on the po presentation and disclosures, if any, that may arise if we have been provided access to that information.

9. There are 16,977,332 shares held in the name ofi Mr B D Agarwal who was deceased on 21.09.2020, No transmission ofi s hares of thed eceased shareholder has b een m ade a s required under section 56 ofi the CompaniesAct 2013.

We further report that, the impactofith e above mentioned observations, except w herever q uantifiied, inancial statements could not be ascertained, in th e absenc e ofi relevant details on record.

Emphasis of Matter

We draw attention to the following:

The Company has incurred continuous losses, current liabilities exceeding its current assets, default in repayment of borrowings and default in payment ofi r egulatory and statutory du es. situation indicates that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as agoing concern. The a ccounts how ever have b een p repared by the management on a going concern basisfior the reason as stated.

The COC in its meeting dated 25^lh August 2022 have approved the Resolutionp lan submitted by M/s Arc boIt Space an

Private Limited. Pursuant to p endency ofi its approval by th e NCLT, we are unable to obtain sufficient and appropriate audit evidence regarding managements use of the going concern basis of ac counting in the preparation of the stand alone financial statements, in view of ongoing CIRP and matters pending before regulatory authorities, the outcome ofi which cannot be presently ascertained.

Our report is not qualified on the above matters.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The Kev audit matter	How the matter was addressed in our audit
• The company is exposed to a variety of different Central and state laws, regulations and interpretations thereof. In this regulatory environment, there is an inherent risk of litigations and claims.	Our procedures included: Inquiring the status of significant known actual and potential litigation with the IRP who have knowledge of these matters and critically assessing their responses.
• In the normal course of business, provisions and contingent liability disclosures for litigations and claims may arise from direct and indirect tax proceedings, legal proceedings, including regulatory and other government/department proceedings, as well as investigations by authorities and commercial claims.	? Obtaining, on a sample basis, written responses from the IRP, containing their views and conclusions on material exposures and any related litigation and considered the same in evaluating the appropriateness of the Companys provisions or disclosures on such matters.
• These estimates could change substantially over time as new facts emerge and each legal case progresses	? Reading the latest correspondence between the Company and the various tax/legal authorities or plaintiffs and attorneys where applicable, for matters selected on sample basis for detailed evaluation.
• Given the inherent complexity and magnitude of potential exposures across the Company and the judgement necessary to estimate the amount of provisions required or to determine required disclosures, this is a key audit matter.	? Challenging the decisions and rationale for provisions held or for decisions not to record provisions or make disclosures.
	? For those matters where IRP concluded that no provisions should be recorded, we have reviewed the adequacy and completeness of the Companys disclosures.

Responsibility of Management for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, (changes in equity)and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Those Board of Directors are also responsible for overseeing the companys financial reporting process

Auditors Responsibility for the Audit of the Financial Statements

Our responsibility is to conduct an audit of the entitys financial statements in accordance with Standards on Auditing issued by ICAI and to issue an auditors report. However, because of the matters described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

We are independent of the entity in accordance with the ethical requirements in accordance with the requirements of the Code of Ethics issued by ICAI and the ethical requirements as prescribed under the laws and regulations applicable to the entity.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) As mentioned in the Qualified Opinion paragraph, we were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) Due to the possible effects of the matters described in the Basis of Qualified Opinion paragraph, we are unable to state whether 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 Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of accounts.

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act except for the matters as described in the basis for Qualified Opinion paragraph.

e) The matters described under the basis for disclaimer of opinion paragraph above and Qualified Opinion paragraph of "Annexure B" to this report in our opinion, may have an adverse effect on functioning of the Company and on the amounts disclosed in standalone financial statements of the Company.

f) As the written representations have not been received from the directors as on 31st March, 2022, it is not possible for us to comment as to whether they are qualified to act as a director in terms of Section 164(2) of the Act.

g) 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".

h) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid byte Company to its directors during the year is in accordance with the provisions of sectionl97 of the Act.

i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

(iii) There has been delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

forAKChadda& Co

Chartered Accountants

ICAI Firm Registration No.008683N

Anil Chadda

Partner

ICAI Membership No.087312

Place: Chandigarh

Date: 03.03.2023 UDIN - 23087312BGXWAF3596

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and

Regulatory Requirements ‘section of our report of even date)

i. In respect of companys fixed assets:

(a) The Company has notprovided proper records showing full particulars, including quantitative details and situation of property, plant and equipment. Hence, we are unable to comment on the same.

(b) According to the information and explanation given to us, The

Company has not produced the program of verification to cover all the items of fixed assets in a phased manner that is reasonable having regard to the size of the Company and the nature of its assets and no such report has been made available to us. Hence, we can not comment whether there are any material discrepancies that could have an effect on the books of accounts.

(c) Documents for companies immovable properties have not been

produced beforeus for verification, hence we are unable to comment whether title deeds are held in the name of the Company or not.

(d) According to the information and explanation given to us and on the basis of examination of records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year and no comment has been made on the required para;

(e ) According to the information and explanation given to us, no information has been made available to us regarding any proceedings that have been initiated or are pending against the company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under during the year;

ii. a) The Inventory has not been physically verified by the management at reasonable intervals during the year.

b) The accounts of the Company have been declared NPA by the financial institutions and consequently there are no operations in the accounts, henceforth no quarterly returns or statements have been filed by the Company with such banks.

iii. As informed, the Company has not granted any loans, secured

or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraph 3 (iii)(a), 3 (iii)(b) and 3 (iii)(c) of the Order are not applicable to the Company.

iv. Based on information and explanation given to us, the

Company has not granted any loans or made any investments to parties covered under section 185 and section 186 of the Act in however, the company has provided corporate guarantees or security to the tune of Rs. 4050.00 lacs, to parties covered under these sections.

v. According to the information and explanations given to us, the

Company has not acceptedthe deposit from the public within the meaning of the directives issued by Reserve Bank of India, in contravention to provisions of Section 73 to 76 of the act, any other relevant provisions of the act and the relevant rules framed thereunder.

vi. The maintenance of cost records has not been specified by the

Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus reporting under clause 3(vi) of the order is not applicable to the Company.

vii. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company is not regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees state insurance, income tax, Goods & Services tax, sales tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues, as applicable to it, and there have been delay in large number of cases, the details of which are outstanding at the year end for the period of more than six months from the date they became payable are indicated below -

Name of the statute	Nature of the dues	Amount (in lacs)		Period towhich theamount relates	Due Date	Date of Payment
Income Tax Act, 1961	TDS	46.20		F.Y. 2016-17	Between Apr-Mar 2017	Not paid
		48.57		F.Y. 2017-18	Between Apr-Mar-2018	Not paid
		96.97		F.Y. 2018-19	Between Apr-Mar-2019	Not paid
		15.13		F.Y. 2019-20	Between Apr-Sep-2019	Not paid
		3.55		F.Y. 2020-21	Between Apr-Sep 2020	Not paid
		26.35		F.Y. 2020-21	Between Oct-Mar 2021	Not paid
		3.18		FY 2021-22	Between Apr-Sep 2021	Not paid
	Minimum Alternate Tax	973.86		FY 2017-18	Between Apr-Mar 2018	Not paid
		1325.80		FY 2018-19	Between Apr-Mar 2019	Not paid
		228.47		FY 2019-20	Between Apr-Mar 2020	Not paid
	Income Tax	30.72		FY 1993-94	Between Apr-Mar 1994	Not paid
		2627.56		FY 2012-13	Between Apr-Mar 2013	Not paid
The Employees Provident Fund and Miscellaneous Provisions Act, 1952	Provident fund	156.61		F.Y. 2017-18	Between Apr-Mar 2018	Not paid
		184.16		F.Y. 2018-19	Between Apr-Mar 2019	Not paid
			204.62	F.Y. 2019-20	Between Apr-Mar 2020	Not paid
			129.86	F.Y. 2020-21	Between Apr-Mar 2021	Not paid
Employees State Insurance Act, 1948			34.11	F.Y. 2018-19	Between Apr-Mar 2019	Not paid
			45.99	F.Y. 2019-20	Between Apr-Sep 2019	Not paid
			18.15	F.Y. 2020-21	Between Apr-Sept 2020	Not paid

The above mentioned figures have been taken from the books of accounts of the Company for the amount existing as on the preceding previous years.

(b) According to the information and explanation given to us, the dues outstanding with respect to, income tax, service tax on account of any dispute are as follows:

Name of the statute	Nature of dues	Amount (in lacs)	Period to which the amount relates	Forum where dispute is pending
Income tax Act, 1961	Income tax	13,137.82	A.Y. 2013-14	Commissioner of Income Tax (Appeal)
Income tax Act, 1961	Income tax	2,377.05	A.Y. 2013-14	Commissioner of Income Tax (Appeal)
Income tax Act, 1961	Income tax	2,627.56	A.Y. 2013-14	Income Tax Appellate Tribunal
Service Tax Act, 1994	Service tax	1387.81	F.Y. 2006-07 to 2010-11	Custom, Excise and Service Tax Appellate Tribunal

The above mentioned figures have been taken from the books of accounts of the Company for the amount existing as on the preceding previous years.

viii. According to the information and explanation given to us, company has no transactions, not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961);

ix. The Company has not taken any loans or borrowings from financial institutions and government or issued any debentures. Further, the Company has defaulted in repayment of loans or borrowings to banks as per detail given below (also refer note no. 33 to the financial statements):

Name of the bank	Principal	Interest	Period of default
	Rs in lacs	Rs in lacs
Punjab National Bank
Packing credit limit	460.31		More than 360 days
Interest on above		58.54	More than 360 days
		79.49	Less than 360 days
A	460.31	138.03
Bank of India
Packing credit limit	4,623.97		More than 360 days
Foreign documentary bill purchase/discounting facility
Interest on above		3,357.91	More than 360 days
		1.736.13	Less than 360 days
B	4,656.30	5,094.04
Union Bank of India
Packing credit limit	2.210.93		More than 360 days
Foreign documentary bill purchase/discounting facility	2,429.05		More than 360 days
Interest on above		4,363.81	More than 360 days
		1,906.30	Less than 360 days
c	4,639.98	6,270.11
Grand total A+B+C	9,724.26	11,502.19

(b) The Company being under CIRP process and no information being available with the Company, we are unable to comment about whether the bank or financial institutions or other lenders have declared the Company as willful defaulter;

? According to the information and explanations given to us, no term loans have been taken by the company henceforth, no comment has been made upon the clause ? and (d) of the relevant para;

(e) According to the information and explanation given to us, the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. Accordingly, no comment has been made upon clause (e and (f) of the relevant para;

(f) During the year the Company has not raised any loans on the pledge of securities held in subsidiaries, joint ventures and associate companies.

x. (a) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans. Accordingly, the provisions of paragraph 3 (x) (a) of the Order are not applicable to the Company and hence not commented upon.

(b) According to the information and explanation given to us, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.

xi. a) Based upon the audit procedures performed and the

information and explanations given by the management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year ended 31st March, 2022.

(b) According to the information and explanation given to us, no report under sub-section (12) of section 143 of the Companies Act was required and has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government;

(c ) No whistle-blower complaints have been received by the company during the year;

xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the Orderis not applicable.

xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, whereapplicable, for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

xiv. (a) In our opinion and based on our examination, the company has adequate internal audit system commensurate with the ize and nature of its business;

(b) We have considered the internal audit reports of the company issued till date, for the year under audit;

xv. In our opinion and according to the information and explanations given to us, during theyear, the Company has not entered into non-cash transactions with its directors orpersons connected with him and hence, the reporting under clause (xiv) of the order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bankoflndia Act, 1934.

xvii. According to the information and explanations given to us, the company has incurred cash losses in the financial year and immediately preceding financial year.

18) There has been no resignation of the statutory auditors during the year and accordingly, the provisions of clause 3(xviii) of the order are not applicable.

19) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions which came to our attention, we believe that material uncertainty exists as on the date of the audit report that may cast doubt on the companys ability to continue as a going concern as disclosed in Emphasis of Matter para due to which the company is incapable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due;

20) The provisions of Section 135 towards corporate social responsibility are not applicable on the Company in the FY 2021-22accordingly; the provisions of clause 3(xx) of the order are not applicable;

21) There is no requirement to prepare consolidated financial statements of the company accordingly, the provisions of clause 3(xxi) of the order are not applicable

for A K Chadda& Co

Chartered Accountants

ICAI Firm Registration No.008683N

Anil Chadda

Partner

ICAI Membership No. 087312

Place: Chandigarh

Date: 03.03.2023

UDIN -23087312BGXWAF3596

ANNEXURE "B" TO THE INDEPENDENT AUDITOR S REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements ‘section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Subsection3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Vikas WSP Limited ("the Company") as of March 31, 2022 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weaknesses has been identified in the operating effectiveness of the Companys internal financial controls with reference to financial statements as at March 31, 2022:

i. The Companys internal process with regard to confirmation and reconciliation of Balances of trade receivable, trade payables & other liabilities and loan & advances which are not providing for adjustments, which are required to be made to the carrying values of such assets and liabilities.

ii. In respect of delays in payment of certain statutory dues and filing of certain statutory returns during the year with the respective authorities.

iii. The Companys internal financial control with regard to the compliance with the applicable Indian Accounting Standards and evaluation of carrying values of assets and liabilities and other matters, as fully explained in basis for disclaimer of opinion paragraph of our main report, resulting in the Company not providing for adjustments, which are required to be made, to the financial statements.

A ‘material weakness is a deficiency, or a combination of deficiencies, in internal financial control with reference to financial statements, such that there is a reasonable possibility that a material misstatement of the Companys financial statements will not be prevented or detected on a timely basis.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, except for the effects /possible effects of the material weaknesses described above under Basis for Qualified Opinion paragraph on the achievement of the objectives of the control criteria, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2022, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company for the year ended March 31, 2022 and these material weaknesses affect our opinion on financial statements of the Company for the year ended March 31, 2022

for A K Chadda& Co

Chartered Accountants

ICAI Firm Registration No.008683N

Anil Chadda

Partner

ICAI Membership No.087312

Place: Chandigarh

Date: 03.03.2023

UDIN -23087312BGXWAF3596