Vision Corporation Ltd Auditor Reports

INDEPENDENT AUDITORS REPORT

To the Members of Vision Corporation Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Vision Corporation Limited ("the Company ), which comprise the Balance Sheet as at March 31, 2025, 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 notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 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 profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors 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 Companies Act, 2013 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.

Key Audit Matters

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. We have determined the matters described below to be the key audit matters to be communicated in our report:

Key Audit Matter	How our audit addressed the key audit matter
Assessment of carrying value of equity investment in POI India Ltd. (Refer Note No. 30 (a) Exceptional items)	Our audit procedures included the following:
The Company had made a strategic investment of Rs.11,00,00,000/- in POL India Projects Limited in FY 2007-08. Based on current management assessment and supporting documentation, the investee has gone into liquidation, and there is no reasonable expectation of recovering any amount.	• Obtained an understanding from the management, assessed and tested the design and operating effectiveness of the Companys key controls over the impairment assessment and fair valuation of material investments.
	• Book value of the investments in POL India Ltd. as compared to the carrying amount.
This investment had been erroneously shown as "Capital Loss - Miscellaneous Expenditure" under "Other Non-Current Assets" in prior years, contrary to the recognition and classification principles under Ind AS.	• Assessed the carrying value/fair value calculations of all individually material investments, where applicable, to determine whether the valuations performed by the Company were within an acceptable range determined by us and the auditors valuation experts.
In FY 2024-25, the Company has corrected the presentation and accounting treatment. The investment has been fully impaired and the loss has been recognised under "Loss on impairment of investments" in the Statement of Profit and Loss.	• Evaluated the adequacy of the disclosures made in the Standalone Financial Statements
This revision was done in compliance with Ind AS 36 (Impairment of Assets) and Ind AS 109 (Financial Instruments).	Based on the information and explanations obtained as above, we concluded that the Managements judgement regarding indication of impairment in certain investments during the year is appropriate. Where there is indication of impairment, we examined the approach taken by management to determine the value of the investments, analysed the methods and assumptions applied by management to carry out the impairment test and the reports obtained from the experts in valuation.
Assessment of carrying value of equity investment in Bombay SEZ Pvt. Ltd. (Refer Note No. 30 (a) Exceptional items)	We evaluated the managements impairment assessment, verified supporting evidence of liquidation, and assessed the classification and presentation of the losses.
The Company corrected earlier misclassifications of non-recoverable investments in Bombay SEZ Pvt. Ltd. (Rs.1.06 Cr), originally disclosed as	We found the accounting treatment and disclosures to be appropriate and in commissions with applicable Ind AS requirements
"Capital Loss - Miscellaneous Expenditure . These investments were written off in FY 2024- 25 and reclassified as "Loss on impairment of investments" in accordance with Ind AS 36 and Ind AS 109.

 

Write-off of Non-Recoverable Advance and Investment (Refer Note No. 30 (a) Exceptional items)	• We reviewed supporting documents and correspondence related to the advance and investment, and obtained managements written representation on recoverability.
During prior years, the Company had made:	• Verified the original classification and the reversal entries in the current years general ledger.
• An advance of Rs.43,50,000/- towards land purchase; and
• An investment of Rs.8,447/-. These were erroneously disclosed under the head Capital	• Evaluated the Companys application of Ind AS 109 for derecognition and write-off of financial assets.
Loss - Miscellaneous Expenditure" under "Other Non-Current Assets" in the financial statements for FY 2019-20.	• Ensured that the reclassification and disclosures in Note 30 of the financial statements were accurate and appropriate.
In FY 2024-25, based on management assessment of recoverability and corroborative evidence indicating the amounts are irrecoverable, the Company has:	Based on our audit procedures, we found the accounting treatment, write-off recognition, and disclosure to be compliant with applicable Ind AS and fairly presented.
• Corrected the classification and accounting treatment;
• Fully written off the amounts; and
• Appropriately recognised the total amount of Rs.43,58,447/- as "Loss on Non-Recovery of Advance" in the Statement of Profit and Loss.
This adjustment is stated to be in compliance with Ind AS (including Ind AS 109 - Financial Instruments) and enhances fair presentation of the financial statements.
Loss on Non-Recovery of Advance Payment- POL India Projects Ltd. (Refer Note No. 30 (b) Exceptional items)	• Obtained and reviewed relevant documentation and board approvals relating to the original advance.
The Company had made a loan of Rs.28,50,000/- to POL India Projects Limited in prior years. This amount was incorrectly presented as "Capital	• Evaluated managements assessment of recoverability and verified evidence indicating liquidation or default by POL India Projects Ltd.
Loss-Miscellaneous Expenditure" under "Other Non-Current Assets" in the FY 2019-20 financial statements.	• Checked journal entries and general ledger movement for correct classification and presentation.
During FY 2024-25, the Company reassessed the recoverability of the said advance and concluded that the loan was non-recoverable.	• Assessed compliance with Ind AS 1 and Ind AS 109, particularly around impairment of financial assets.
Consequently, the amount has now been fully written off and reclassified under the head "Loss on Non-Recovery of Advance" in the Statement of Profit and Loss.	Based on audit evidence and review procedures, we found the accounting treatment and revised disclosure to be appropriate and fairly stated.
This change aligns with Ind AS recognition and derecognition principles for financial assets, specifically Ind AS 109, and ensures a fair and transparent presentation of the Companys financial position.
Loss incurred on account of vendor-related irregularities (Refer Note No. 30 (C) Exceptional items)	• Obtained and reviewed managements internal reports, GST communications, and legal correspondence substantiating the fraud and non-genuineness of vendors;
During the year under audit, the Company recognised a cumulative loss of approximately Rs.5.53 crores in respect of various vendor-related transactions, which were subsequently identified as fraudulent or non-genuine. These include: Figures in crores	ORLOV Solution	Rs 1.85	• Evaluated the reversal entries and disclosures made in the financial statements for consistency with applicable Ind AS and provisions of the Companies Act, 2013;
	DIRAOASIS Media and Entertainments Private Limited.	Rs.2.74	• Verified the debit balances and write-off entries appearing in the general ledger;
	Other (RHG Films, Rajeev Pandya, Skyony Media Private Limited and UYIMUI Infra Private Limited)	Rs.1.25	• Assessed whether the classification and disclosures under "Loss incurred on account of vendor-related irregularities" were appropriately presented under Note 30 [as per financial statements];
Given the magnitude and nature of these adjustments, the involvement of multiple third parties, and the judgment involved in assessing recoverability and fraud, we considered this a key audit matter.			• Considered the implications, if any, on internal financial controls over vendor due diligence and accounting processes.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Companys Annual Report, but does not include the standalone financial statements and our auditors report thereon.

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

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India.

Auditors 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 auditors report that includes our opinion.

Report on Other Legal and Regulatory Requirements

1. 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.

2. 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 appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss including the Statement of 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 Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 results of the Company and the operating effectiveness of such as per to our reporting, in "Annexure B". to us separate Report.

g. 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:

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

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

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

For M/s Bhasin Hota & Co.

Chartered Accountants

Firms Registration No.Ji09935E

CA AkshSy Suresh Joshi

Partner

Membership No.: 170787

UDIN: 25170787BMJOGI6977

Place: Mumbai

Date: 28.05.2025

Annexure A to the Independent Auditors Report

Referred to in Paragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our Report

As required by the Companies (Auditors Report) Order, 2020 (CARO, 2020) issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013, we report that:

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

(b) The assets have been physically verified by the management during the year at reasonable intervals. No material discrepancies were noticed.

(c) The title deeds of all immovable properties are held in the name of the Company.

2. The inventory has been physically verified during the year by the management. In our opinion, the coverage and procedure of such verification by the management is appropriate. No material discrepancies were noticed.

3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

4^V. In our opinion and according to the information and explanations given to us, the Company has complied with provisions of section 185 and 186 of the Companies Act, 2013.

5. The Company has not accepted any deposits from the public.

6. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act for any of the services rendered by the Company.

7. (a) The Company is regular in depositing undisputed statutory dues including GST, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues to the appropriate authorities.

(b) According to the information and explanations given to us, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax which have not been deposited on account of any dispute Except the Followings :

Name of the statute	Nature of dues	Disputed Amount (in Rs)	Amount Paid	Period to which the amount relate	Forum where dispute is pending
The Income Tax Act, 1961	Income Tax	10,21,040/-	-	A.Y 2012-13	ITAT Appeal
The Income Tax Act, 1961	Income Tax	94,020/-	-	A.Y 2016-17	ITAT Appeal
The Income Tax Act, 1961	Income Tax	2,74,280/-	-	A.Y 2016-17	ITAT Appeal
The IncomeTax Act, 1961	Income Tax	56,50,350/-	-	A.Y 2017-18	ITAT Appeal
The IncomeTax Act, 1961	Income Tax	1,26,690/-		A.Y 2017-18	ITAT Appeal
The Income Tax Act, 1961	Income Tax	28,090/-	-	A.Y 2017-18	ITAT Appeal

8. The Company has not surrendered or disclosed any transaction, previously unrecorded in books of account, in the tax assessments under the Income Tax Act, 1961.

9. The Company has not defaulted in repayment of loans or borrowings to any lender.

10. The Company has not raised moneys by way of initial public offer or further public offer or term loans during the year.

11. No fraud by the Company or on the Company has been noticed or reported during the year.

12. The Company is in compliance with provisions of section 197 regarding managerial remuneration.

13. All related party transactions are in compliance with Sections 177 and 188 of Companies Act, 2013.

14. (a) The Company has an internal audit system commensurate with tfie size and nature of its business.

(b) Internal audit reports for the period under audit were considered by us.

15. The Company has not entered into any non-cash transactions with directors or persons connected with him.

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

Annexure B to the Independent Auditors Report

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section of Section 143 of the Companies Act, 2013 ("the Act") ?^{n 3}

We have audited the internal financial controls over financial reporting of Vision Corporation Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the standalone 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.

Auditors Responsibility

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 on Audit of Internal Financial Controls Over Financial Reporting and the Standards on Auditing prescribed under section 143(10) of the Act.

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.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls were operating effectively as at March 31, 2025.

For M/s Bhasin Hota & Co.

Chartered Accountants

Firms Registration No. 509935E

CA Akshay Suresh Joshi

Partner

Membership No.: 170787

UDIN: 25170787BMJOGI6977

Place: Mumbai

Date: 28.05.2025.