vipul ltd Auditors report

TO THE MEMBERS OF VIPUL LIMITED

Report on the Audit of the Standalone Financial Statements Qualified Opinion

1. We have audited the accompanying standalone financial statements of VIPUL LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity and notes to the financial statements for the year then ended on that date, including a summary of significant accounting policies and other explanatory information (herein after referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its losses (including Other Comprehensive Income), changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

2. Matters described in Basis for Qualified Opinion:

i. Cash and cash equivalents include cheques in hand aggregating to Rs.221.56 lakhs collected from customers towards advances/booking amount. As stated by the management, these are yet to be presented for encashment at the request of customers.

ii. The Company has taken as well as granted several secured and unsecured loans and advances during the year. The agreements/ documentation in respect of such loans and advances are in the process of being signed. In the absence of such signed agreements, interest payable and receivable, as applicable, has been computed on the basis of the details provided by the Management where available. The impact, if any, will be recognized after the completion of such documentation.

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

Emphasis of Matters

4. We draw your attention to the following matters included in the Notes to the Standalone Financial Statements:

i. Note 41 which states that certain balances under Loans, Advances and Trade Receivables are subject to balance confirmations.

ii. Note No. 48 which describes the reasons resulting in default of repayment of loans and intercorporate deposits and non-deposit of undisputed statutory dues of Income Tax deducted at Source.

iii. Note No. 49 which states that the Company has written off unsecured loans granted to a wholly owned subsidiary aggregating to Rs. 3788.44 lakhs along with reasons for the write-off.

iv. Note 52 to the financial results which relates to non-provision of interest on advance received from customers as negotiations for settlement of the same in under progress.

Our opinion is not modified in respect of these matters.

Key Audit Matters

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

Key Audit Matter	Auditors Response
1 Investment in subsidiaries, joint ventures and an associate and loans/ advances to subsidiaries and joint ventures	Besides obtaining an understanding of Managements processes and controls with regard to testing the impairment of the unquoted equity instruments in loss making subsidiaries and associates. Our procedures included the following:
The Companys investments in subsidiaries, joint ventures, and an associate are recorded on the financial statements at their original cost, taking into account any impairment resulting in diminution in value. The Company evaluates these investments for impairment regularly, usually at each reporting date.	• Assessing the net worth of subsidiaries and joint ventures on the basis of latest available financial statements.
To assess impairment, the Company relies on estimates and judgments. This process involves identifying events or indicators that could lead to a decline in the value of the investments and then determining the appropriate impairment charge if necessary. Making these assessments requires significant judgment on the part of the Company, especially when projecting future cash flows related to real estate projects within these entities.	• For the investments where the carrying amount exceeded the net asset value, understanding from the Company regarding the basis and assumptions used for the projected profitability.
The impairment review of such investments, with an opening carrying value of Rs. 2362.98 lakhs, is considered to be a risk area due to the size of the balances as well as the judgmental nature of key assumptions, which may be subject to management override. The carrying value of such unquoted equity instruments and debt is at risk of recoverability. The net worth of some of the underlying entities has significantly eroded and does not have projects under development. The estimated recoverable amount is subjective due to the inherent uncertainty involved in forecasting and discounting future cash flows.	• Compared the Companys assumptions with comparable benchmarks in relation to key inputs such as long-term growth rates and discount rates;
The Company has provided loans and financial instruments to its joint ventures and subsidiaries, and it evaluates the recoverability of these loans regularly at the end of each reporting period. Due to the specific nature of the real estate industry, the Company faces higher risks regarding the possibility of recovering the amounts owed by these parties. Additionally, significant judgment is required to assess the likelihood of recovering both the working capital and project-specific loans and financial instruments. This judgment is influenced by the completion of property development projects within the agreed-upon timeframes.	• Considered historical forecasting accuracy, by comparing previously forecasted cash flows to actual results achieved; and
Given the importance of accurately assessing the recoverability of loans and financial instruments to subsidiaries and joint ventures and the significant judgment and estimation involved in this process, the measurement of these loans/financial instruments is considered a critical audit matter. During the audit, special attention is given to ensuring that the Companys judgments and estimates are appropriate and well-supported.	• Analysing the possible indications of impairment and understanding Companys assessment of those indications.
	• Tracing loans/financial instruments advanced /repaid during the year to bank statement.
	• Obtaining independent confirmations to assess completeness and existence of loans/financial instruments given to subsidiaries and joint ventures as on 31 March 2023.
	• Considering the adequacy of disclosures in respect of the investments and loans and advances in subsidiaries, joint ventures and an associate

2 Revenue recognition - accounting for construction contracts	In responding to the identified key audit matter, we completed the following audit procedures:
There are significant accounting judgements including estimation of costs to complete, determining the stage of completion and the timing of revenue recognition. The Company recognises revenue and profit/loss on the basis of stage of completion based on the proportion of contract costs incurred at balance sheet date, relative to the total estimated costs of the contract at completion. The recognition of revenue and profit/loss therefore rely on estimates in relation to total estimated costs of each contract. Cost contingencies are included in these estimates to take into account specific uncertain risks, or disputed claims against the Company, arising within each contract. These contingencies are reviewed by the Management on a regular basis throughout the contract life and adjusted where appropriate.	• Testing of the design and implementation of controls involved for the determination of the estimates used as well as their operating effectiveness;
	• Testing the relevant information technology systems access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard;
	• Testing a sample of contracts for appropriate identification of performance obligations;
	• For the sample selected, reviewing for change orders and the impact on the estimated costs to complete;
	• Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings

Other Information

6. The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis; Boards Report including Annexures to Board Report, Business Responsibility Report, Corporate Governance and Shareholders Information but does not include the standalone financial statements and our auditors report thereon. The aforesaid documents are expected to be made available to us after the date of this auditors report.

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

8. In connection with our audit of the standalone financial statements, our responsibility is to read the other information when it becomes available 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.

9. When we read the aforesaid documents, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Managements Responsibility for the Standalone Financial Statements

10. 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 standalone 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 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.

11. 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 but to do so.

12. The Board of Directors are also responsible for overseeing the companys financial reporting process.

Auditors Responsibility for the Audit of the Financial Statements

13. 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 auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

14. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism 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, 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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.

15. 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.

16. 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.

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

18. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

Report on Other Legal and Regulatory Requirements

19. As required by the Companies (Auditors 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.

20. 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 Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) The matters described in the Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 from being appointed 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:

According to the information and explanations given to us and the records of the company examined by us, total managerial remuneration paid as reflected in the financial statements for the year ended 31st March 2023 are in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act, as applicable.

(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, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 39 of the standalone financial statements.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

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

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

guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

e. The Company has neither proposed any dividend in the previous year or in the current year nor paid any interim dividend during the year.

f. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

ANNEXURE- A: TO THE INDEPENDENT AUDITORS REPORT

To the Members of VIPUL LIMITED

[Referred to in paragraph 18 of the Auditors Report of even date]

1.(A)(a) The Company has maintained proper records showing full particulars including quantitative details and situation of its Property, Plant and Equipment.

(B)(a) The Company has maintained proper records showing full particulars of intangible assets.

The Property, Plant & Equipment are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the Property, Plant & Equipment has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(b) The Property, Plant & Equipment are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the Property, Plant & Equipment has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) According to the information and explanations given to us and the records of the Company examined by us, the title deed of the immovable property of the Company is not held in the name of the Company. Details of the property is given below:

Details of title deed of immovable property not held in the name of the Company
Description of Property	Gross Carrying Value (Rs. In lakhs)	Held in name of	Whether Promoter, Director or their relative or employee	Holding Period	Reason for not being held in the name of the Company	Is the property under dispute (Y/N)
Land & Building	451.08	Vipul Infracon Pvt Ltd. (erstwhile Tarupit Exports Private Limited)	No	14 years 5 months	Paucity of Funds	No

(d) According to the information and explanations given to us and the records of the company examined by us, the Company has not revalued any of its Property, Plant and Equipment or Intangible assets during the year.

(e) According to the information and explanations given to us no proceeding has been initiated during the year or are pending against the Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

2. (a) The inventory has been physically verified by the management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account. In our opinion, the frequency of verification is reasonable.

(b) According to the information and explanations given to us and the records of the company examined by us, the Company had not obtained any working capital limits from any bank or financial institution on the basis of security of current assets.

3. (A)(a) According to the information and explanations given to us and based on the audit procedures conducted by us, the Company has granted unsecured loans and corporate guarantees to its wholly- owned subsidiary and an entity in which the KMP is interested during the year, the details of which are given in the table below:

Name of the Company	Type	Relationship	Aggregate amount given during the year (Rs. in Lakhs) (excluding interest)	Balance outstanding at the balance sheet data (Rs. in Lakhs) (excluding interest)
Naman Tea Pvt. Ltd.	Unsecured Loan	Entity in which KMP is interested	840	-
High Class Projects Ltd.*	Corporate Guarantee provided to lender on behalf of subsidiary	Wholly owned Subsidiary	800	4543
High Class Projects Ltd.	Unsecured Loan*	Wholly owned Subsidiary	373.61	-

*The cumulative unsecured loan granted to the wholly owned subsidiary aggregating to Rs. 3788.44 lakhs was waived during the year.

(B)(a) The Company has granted unsecured loans to parties other than subsidiary companies and associates during the year .The details of such loans are given below:

(Rs. in Lakhs)

Name of Party	Loan given during the year
Nitika Finance Pvt. Ltd	85.00
Purshottam Investofin Ltd	221.25
Lotus Powergrid Pvt. Ltd	50.00
Real Impact Pvt. Ltd	100.00
Suresh Chand Jain & Sons LLP	100.00
Lotus Nutratech Pvt. Limited	150.00
Essart India Pvt. Ltd.	225.00
Stanley Systems Limited	200.00

(b) As per the information and explanations given to us, the terms and conditions of these loans in our opinion are not prima-facie prejudicial to the interests of the Company.

(d) The aforesaid loans being repayable on demand, there is no amount overdue for more than ninety days in respect of recovery of principal and interest of the above loans.

(e) Since the above loans are repayable on demand, reporting under this clause is not applicable.

(f) According to information and explanation given to us and records of the Company examined by us, details of loans repayable on demands are given in the table below

(Rs. in Lakhs)

	All Parties	Promoters	Related Parties
Aggregate amount of loans/ advances in nature of loans
- Repayable on demand (A)	2344.86	-	1213.61
- Agreement does not specify any terms or period of repayment (b)	-	-	-
Total (A+B)	2344.86	-	1213.61
Percentage of loans/ advances in nature of loans to the total loans	100%		100%

(b) As per the information and explanations given to us, the terms and conditions of these loans in our opinion are not prima-facie prejudicial to the interests of the Company.

3. According to the information and explanations given to us and the records of the Company examined by us, the provisions of section 185 of the Companies Act, 2013, have been complied with in respect of loans, investments guarantees and securities given by the Company. The provisions of section 186 are not applicable as the Company is an infrastructure company.

4. The Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Act and the rules framed there under. Further, no orders have been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal which could impact the Company.

5. We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, carried out any detailed examination of such records and accounts.

6. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is not regular in depositing the undisputed statutory dues such as income-tax, goods and service tax, with the appropriate authorities.

The details of the extent of arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they become are as given below:-

Name of the statute	Nature of dues	Amount (Rs. in Lacs)	Financial year for which the amount relates
Income Tax Act, 1961	Tax deducted at source	67.47	2022-23

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, value added tax and sales tax as at 31st March 2023 which has not been deposited on account of a dispute are as follows-

S. No	Name of the statute	Nature of dues	Amount (Rs. in Lacs)	Financial year for which the amount relates	Forum where the dispute is pending
1	Income Tax Act, 1961	Income Tax Demand	696.12	2004-05, 2012-13, 2013-14, 2015-16, 2016-17, 2017-18	CIT (Appeals), New Delhi
2	Income Tax Act, 1961	TDS Demand	141.47 (*)	2014-15, 2015-16, 2016-17, 2017-18	CIT (Appeals), New Delhi
3	Orissa Value Added Tax,2004	VAT Demand	141.63 (**)	2009-10, 2011-12, 2012-13, 2013-14, 2014-15, 2015-16	Odisha High Court & JCCT, Odisha
4	Haryana Value Added Tax,2003	VAT Demand	1943.56	2014-15, 2015-16, 2016-17, 2017-18 (Upto June 2017)	Excise and Taxation Commissioner Haryana
5	Service Tax (Finance Act, 1994)	Service Tax Demand	16.10	2003-04, 2004-05	Joint Commissioner Service Tax, New Delhi
6	Service Tax (Finance Act, 1994)	Service Tax Demand	1662.24 (***)	2010-11 to 2013-14, 2014-15, 2015-16, 2016-17, 2017-18 (Upto June 2017)	Appeal filed before CAET

*Net of 8.76 (Rs. In lacs), (PY 8.76) paid under protest.

**Net of 15.98 (Rs. In lacs), (PY 15.98) paid under protest.

*** Net of 71.76 (Rs. In lacs), (PY 56.80) paid under protest.

8. There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

9. (a) According to the information and explanation given to us and the records of the company examined

by us, the Company has defaulted in the repayment of dues of certain banks and financial institutions as detailed below:

Nature of borrowing	Name of Bank/ Financial Institution	Amount not paid on Due Date	Whether Interest or Principal	No of days of delay or unpaid	Remarks
Unsecured Loans / ICDs	Various	10974.73 lakhs	Both	1 to 3 years	Certain balances are outstanding for less than 1 year

The secured loan from PNB Housing Finance Limited has been transferred to another developer in accordance

with the Joint Development Agreement signed by the Company.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) According to the information and explanations given to us and the records of the Company examined by us, the Company has applied the term loans for the purpose for which the loans were obtained.

(d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(e) According to the information and explanations given to us the Company has not taken any funds from any entity or person on account of or to meet the obligations its subsidiaries, associates or joint ventures, hence reporting under this clause is not applicable.

(f) According to the information and explanations given to us the Company has not raised loans during the year on the pledge of securities held in its any subsidiaries, associates or joint ventures, hence reporting under this clause is not applicable.

10. (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under this clause is not applicable.

(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under this clause is not applicable.

11. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

(c) According to the information and explanations given to us and the records of the Company examined by us, the Company has not received any complaints from any whistle-blower during the year (and up to the date of this report) and hence reporting under this clause is not applicable.

12. The Company is not a Nidhi Company and hence reporting under this clause is not applicable.

13. According to the information and explanations given to us and the records of the Company examined by us, the Company has complied with the requirements of sections 177 and 188 of the Act with respect to its transactions with the related parties. Pursuant to the requirement of the applicable Accounting Standard, details of the related party transactions have been disclosed in Note 57 of the standalone financial statements for the year under audit.

14. (a) In our opinion and based on our examination, the company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

15. In our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

16. (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3 (xvi) (a) and (b) is not applicable.

(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and hence reporting under this clause is not applicable.

17. The Company has incurred cash losses during the current and the immediately preceding financial year. The amount of cash losses for the aforesaid years are given below:

Years	Cash Losses (Rs. in lakhs)
FY 2022 - 23	8,725.70
FY 2021 - 22	3,446.28

The above cash losses have been computed as per guidance note on CARO issued by ICAI. Our opinion has been arrived at without considering the effect of qualification for the purpose of making comments in respect of this clause.

18. There has been no resignation of the statutory auditors of the Company during the year.

19. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and on the basis of the proceeds from arbitral award referred

to in Note 51 which is expected to be received in the next twelve months, based on our examination of the evidence supporting the assumptions there is no material uncertainty that exists as on the date of the audit report that the Company is capable 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. According to information and explanation given to us and records of the Company examined by us, the provisions of Section 135 of the Act is not applicable to the Company in the current year, hence reporting under clause 3(XX) (a) & (b) is not applicable.

21. In our opinion and according to information and explanation given to us, the following companies incorporated in India and included in the consolidated financial statements have certain remarks included in their reports under the Companies (Auditors Report) Order (CARO), 2020 which have been reproduced as per the requirements of CARO, 2020

uausc i\iu. ui CARO report	rci tan io iu	imd11 ic ui ci iLiuy	rveiauui isi up
Clause xvii	Cash Losses	Abhipra Trading Pvt. Ltd.	Subsidiaries
		Bhatinda Hotels Ltd.
		Graphic Research Consultants India Pvt. Ltd.
		Vineeta Trading Pvt. Ltd.
		Vipul Karamchand SEZ Pvt. Ltd.	Associate
		Vipul Southern Infracon Ltd.	Wholly-owned subsidiaries
		Vipul Hospitality Ltd.
Clause xix	Material Uncertainty of meeting its liabilities existing at the date of balance sheet	Abhipra Trading Pvt. Ltd.	Subsidiaries
		Bhatinda Hotels Ltd.
		Vipul Hospitality Ltd.	Wholly-owned subsidiaries
		Ritwiz Builders and Developers Pvt. Ltd.
		Vipul Southern Infracon Ltd.
		URR Housing and Construction Pvt. Ltd.
Clause vii (a)	Undisputed Statutory Dues not deposited for more than 6 months	United Buildwell Pvt. Ltd.	Wholly-owned subsidiaries
		Ritwiz Builders and Developers Pvt. Ltd.
		High Class Projects Ltd.
Clause vii (b)	Disputed Statutory Dues	Graphic Research Consultants India Pvt. Ltd.	Subsidiaries
		URR Housing and Construction Pvt. Ltd.
		Vineeta Trading Pvt. Ltd.
Clause ix (a)	Default in repayment of debts	High Class Projects Ltd.	Wholly-owned subsidiaries

The Clause does not include the adverse opinions, if any, of one subsidiary along with its four subsidiaries as the financial statements for the year ended 31st March, 2023, is not available with the Parents Management.

ANNEXURE- B: TO THE INDEPENDENT AUDITORS REPORT

To the Members of VIPUL LIMITED

[Referred to in paragraph 19 (g) of the Independent Auditors Report of even date]

Report on the Internal Financial Control under Clause (i) of Sub -sections 3 of Section 143 of the Companies Act, 2013 ("the Act")

1. We have audited the internal financial controls over financial reporting of VIPUL LIMITED ("the Company") as of 31st March, 2023 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 Control

2. The Companys management is responsible for establishing and maintaining internal financial control 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 (the "Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI). 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

3. Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the "Guidance Note" and the Standard on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable. 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.

4. 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 includes obtaining an understanding of internal financial control over financial reporting, assessing the risk that a material Weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedure selected depends on the auditors judgment, including the assessment of the risk of material misstatement of the financial statement, whether due to fraud or error.

5. 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 Control over Financial Reporting

6. 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 the records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

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

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

Inherent Limitations of Internal Financial Control over Financial Reporting

7. Because of inherent limitation of internal financial control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to errors or fraud may occur and not be detected. Also, projections of any evaluations of the internal financial control 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.

Qualified Opinion

8. According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as on March 31, 2023:

i. The Company has taken as well as granted several secured and unsecured loans and advances during the quarter. The agreements/ documentation in respect of such loans and advances are in the process of being signed. In the absence of such signed agreements, interest payable and receivable, as applicable, has been computed on the basis of the details provided by the Management where available. The impact, if any, will be recognized after the completion of such documentation.

9. A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Clubs annual or interim financial statements will not be prevented or detected on a timely basis.

10. In our opinion, except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Company had established informal practices which are generally effective in having a proper internal control over financial reporting and except for the effects/possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Companys internal financial controls over financial reporting were operating effectively as of March 31, 2023.

11. We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the 31st March, 2023 standalone financial statements of the Company, and the material weakness has affected our opinion on the standalone financial statements of the Company and we have issued a qualified opinion on the standalone financial statements.

vipul ltd Auditors report

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