Provisions are recognized for liabilities that can be measured only by using a substantial degreeof estimation if the company has a present obligation as a result of past event and the amount ofobligation can be reliably estimated.
If the effect of the time value of money is material, provisions are discounted using a current pre-taxrate that reflects, when appropriate, the risks specific to the liability. When discounting is used, theincrease in the provision due to the passage of time is recognized as a finance cost.
Possible future or present obligations that may but will probably not require outflow of resourcesor where the same cannot be reliably estimated is disclosed as contingent liability in the financialstatement.
Where an inflow of economic benefits is probable, a brief description of the nature of the contingentassets at the end of reporting period, and, where practicable, an estimate of their financial effect isdisclosed.
Tax expense comprises both current and deferred tax. Current tax is determined in respect of taxableincome for the year based on applicable tax rates and laws.
Deferred tax Asset/liability is recognized, subject to consideration of prudence, on timing differences being thedifferences between taxable incomes and accounting income that originates in one year and is capable of reversalin one or more subsequent year and measured using tax rates and laws that have been enacted or substantivelyenacted by the Balance Sheet date.
Deferred tax assets for carry forward business loss are recognized only if there is virtual certainty supported byconvincing evidence that future taxable income will be available against which such deferred tax asset can berealized.
Deferred tax assets/liabilities are reviewed at each Balance Sheet date to reassess their reliability
Foreign currency denominated monetary assets and liabilities are translated at exchange rates ineffect at Balance Sheet date. The gains or losses resulting from such translation are included in theStatement of Profit and Loss. Non-monetary assets and non-monetary liabilities denominated in aforeign currency are translated at the exchange rate prevalent at the date of transactions.
Revenue, expense and cash flow items denominated in foreign currencies are translated using theexchange rate in effect on the date of transaction.
The company has identified that its operating activity is a single primary business segment viz. RealEstate Development & Services carried out in India. Accordingly, whole of India has been consideredas one geographical segment
m. Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable toequity shareholders by the weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributableto equity shareholders and the weighted average number of shares outstanding during the year areadjusted for the effects of all dilutive potential equity shares.
Cash and cash equivalents comprise cash & cash on deposit with banks and corporations. TheCompany considers all highly liquid investments with a remaining maturity at the date of purchase ofthree months or less, which are subject to an insignificant risk of changes in value and that are readilyconvertible to known amounts of cash to be cash equivalents.
> Financial Instruments - Initial recognition and measurement
Financial assets and financial liabilities are recognized in the company's statement of financialposition when the company becomes a party to the contractual provisions of the instrument. Thecompany determines the classification of its financial assets and liabilities at initial recognition.All financial assets are recognized initially at fair value plus, in the case of financial assetsnot recorded at fair value through profit or loss, transaction costs that are attributable to theacquisition of the financial asset.
> Financial assets -Subsequent measurement
The Subsequent measurement of financial assets depends on their classification which is asfollows:
- Financial assets at fair value through profit or loss: Financial assets at fair value through profit and lossinclude financial assets held for sale in the near term and those designated upon initial recognition at fairvalue through profit or loss.
- Financial assets measured at amortized cost: Loans and receivables are non-derivative financial assetswith fixed or determinable payments that are not quoted in an active market. Trade receivables do notcarry any interest and are stated at their nominal value as reduced by appropriate allowance for estimatedirrecoverable amounts based on the ageing of the receivables balance and historical experience.Additionally, a large number of minor receivables are grouped into homogenous groups and assessed forimpairment collectively. Individual trade receivables are written off when management deems them not tobe collectible.
- Financial assets at fair value through OCI
All equity investments, except investments in subsidiaries, joint ventures and associates,falling within the scope of Ind AS 109, are measured at fair value through Other ComprehensiveIncome (OCI). The company makes an irrevocable election on an instrument by instrumentbasis to present in other comprehensive income subsequent changes in the fair value. Theclassification is made on initial recognition and is irrevocable. If the company decides todesignate an equity instrument at fair value through OCI, then all fair value changes on theinstrument, excluding dividends, are recognized in the OCI.
> Financial assets -Derecognition
The company derecognizes a financial asset when the contractual rights to the cash flowsfrom the assets expire or it transfers the financial asset and substantially all the risks andrewards of ownership of the asset. Upon derecognition of equity instruments designatedat fair value through OCI, the associated fair value changes of that equity instrument istransferred from OCI to Retained Earnings.
> Investment in subsidiaries, joint ventures and associates
Investments made by the company in subsidiaries, joint ventures and associates aremeasured at Cost. Impairment recognized, if any is reduced from the carrying value.
> Financial liabilities -
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair valuethrough profit or loss, loans and borrowings, or as payables, as appropriate.
The Group's financial liabilities include trade and other payables, loans and borrowingsincluding bank overdrafts.
Subsequent measurement
The Subsequent measurement of financial liabilities depends on their classification which isas follows:
♦ Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held fortrading, if any.
♦ Financial liabilities measured at amortized cost
Interest bearing loans and borrowings including debentures issued by the company aresubsequently measured at amortized cost using the effective interest rate method (EIR).Amortized cost is calculated by taking into account any discount or premium on acquisitionand fee or costs that are integral part of the EIR. The EIR amortized is included in financecosts in the statement of profit and loss.
A financial liability is derecognized when the obligation under the liability is discharged orexpires.
The company measures certain financial instruments at fair value at each reporting date.Fair value is the price that would be received to sell an asset or paid to transfer a liability inan orderly transaction between market participants at the measurement date. The fair valuemeasurement is based on presumption that the transaction to sell the asset or transfer theliability takes place either:
o In the principal market for the assets or liability or
o In the absence of a principal market, in the most advantageous market for the asset orliability.
The principal or the most advantageous market must be accessible to the company. The companyuses valuation technique that are appropriate in the circumstances and for which sufficient data areavailable to measure fair value, maximizing the use of relevant observable inputs and minimizing theuse of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements arecategorized within the fair value hierarchy, described as follows, based on the lowest level input thatis significant to the fair value measurement as a whole:
• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair valuemeasurement is directly or indirectly observable, or
• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair valuemeasurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, theCompany determines whether transfers have occurred between levels in the hierarchy by re-assessingcategorization (based on the lowest level input that is significant to the fair value measurement as awhole) at the end of each reporting period.
The Company assesses, at each reporting date, whether there is an indication that an asset may beimpaired. If any indication exists, or when annual impairment testing for an asset is required, theCompany estimates the asset's recoverable amount. An asset's recoverable amount is the higherof an asset's or cash-generating unit's (CGU) fair value less costs of disposal and its value in use.Recoverable amount is determined for an individual asset, unless the asset does not generate cashinflows that are largely independent of those from other assets or groups of assets. When the carryingamount of an asset or CG exceeds its recoverable amount, the asset is considered impaired and iswritten down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value usinga pre-tax discount rate that reflects current market assessments of the time value of money and therisks specific to the asset. In determining fair value less costs of disposal, recent market transactionsare taken into account. If no such transactions can be identified, an appropriate valuation model isused. These calculations are corroborated by valuation multiples, quoted share prices for publiclytraded companies or other available fair value indicators.
Impairment losses, including impairment on inventories, are recognized in the statement of profit andloss. After impairment, depreciation is provided on the revised carrying amount of the asset over itsremaining useful life.
The Company assesses at each date of balance sheet whether a financial asset or a group of financialassets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance.The Company recognizes lifetime expected losses for all contract assets and / or all trade receivablesthat do not constitute a financing transaction. For all other financial assets, expected credit losses aremeasured at an amount equal to the 12-month expected credit losses or at an amount equal to thelife time expected credit losses, if the credit risk on the financial asset has increased significantly sinceinitial recognition.
The Company presents assets and liabilities in the balance sheet based on current/ non-currentclassification. An asset is treated as current when it is:
- Expected to be realized or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading;
- Expected to be realized within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period. All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle;¬- It is held primarily for the purpose of trading;
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after
the reporting period.
The Company classifies all other liabilities as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realizationin cash and cash equivalents. The real estate development projects undertaken by the Companygenerally run over a period ranging upto 5 years. Operating assets and liabilities relating to suchprojects are classified as current based on an operating cycle of upto 5 years. Borrowings in connectionwith such projects are classified as short term (i.e. current) since they are payable over the term ofthe respective projects. Assets and liabilities, other than those discussed above, are classified ascurrent to the extent they are expected to be realized / are contractually repayable within 12 monthsfrom the Balance sheet date and as non-current, in other cases. Deferred tax assets and liabilities areclassified as non-current assets and liabilities.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortizedcost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities arede-recognised as well as through the EIR amortization process. Amortized cost is calculated by takinginto account any discount or premium on acquisition and fees or costs that are an integral part of theEIR. The EIR amortization is included as finance costs in the statement of profit and loss.
These amounts represent liabilities for goods and services provided to the Company prior to the endof financial year which are unpaid. Trade and other payables are presented as current liabilitiesunlesspayment is due within 12 months after reporting period. For trade and other payables maturing withinone year from the balance sheet date, the carrying amounts approximate fair value due to the shortmaturity of these instruments.
Where events occurring after the balance sheet dateprovide evidence of conditions that existed atthe end ofthe reporting period, the impact of such events is adjusted in the Financial Statements.Otherwise, events after the balance sheet date of material size ornature are only disclosed.
The Company's principal financial liabilities comprise loans and borrowings, trade and other payables. Themain purpose of these financial liabilities is to finance and support Company's operations. The Company'sprincipal financial assets include trade and other receivables, cash and cash equivalents and loans andadvances and refundable deposits that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior managementoversees the management of these risks. The Company's senior management is supported by a financialrisk committee that advises on financial risks and the appropriate financial risk governance frameworkfor the Company. The financial risk committee provides assurance to the Company's senior managementthat the Company's financial risk activities are governed by appropriate policies and procedures and thatfinancial risks are identified, measured and managed in accordance with the Company's policies and riskobjectives. The Board of Directors reviews and agrees policies for managing each of these risks, which aresummarized below.
A. Market risk:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuatebecause of changes in market prices. Market risk comprises two types of risk: interest rate risk andother price risk, such as equity price risk and commodity/ real estate risk. Financial instrumentsaffected by market risk include loans and borrowings and refundable deposits.
The sensitivity analysis in the following sections relate to the position as at March 31, 2025 and March31, 2024. The sensitivity analyses have been prepared on the basis that the amount of net debt and theratio of fixed to floating interest rates of the debt. The analysis excludes the impact of movements inmarket variables on: the carrying values of gratuity and other post-retirement obligations; provisions.
The below assumption has been made in calculating the sensitivity analysis:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respectivemarket risks. This is based on the financial assets and financial liabilities held at March 31, 2025 andMarch 31, 2024.
a. Currency Risk
Currency risk is not material, as the Company's primary business activities are within India anddoes not have significant exposure in foreign currency.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument willfluctuate because of changes in market interest rates. The Company's exposure to the risk ofchanges in market interest rates relates primarily to the Company's long-term debt obligationswith floating interest rates.
The Company manages its interest rate risk by having a balanced portfolio of fixed and variablerate loans and borrowings. The Company does not enter into any interest rate swaps.
c. Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interestrates on that portion of loans and borrowings affected. With all other variables held constant,the Company's profit before tax is affected through the impact on floating rate borrowings, asfollows:
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument orcustomer contract, leading to a financial loss. The Company is exposed to credit risk from its operatingactivities (primarily trade receivables) and from its financing activities, including refundable jointdevelopment deposits, security deposits, loans to employees and other financial instruments.
Trade receivables
(a) Receivables resulting from sale of properties: Customer credit risk is managed by requiringcustomers to pay advances before transfer of ownership, therefore, substantially eliminating theCompany's credit risk in this respect.
(b) Receivables resulting from other than sale of properties: Credit risk is managed by each business unit subjectto the Company's established policy, procedures and control relating to customer credit riskmanagement. Outstanding customer receivables are regularly monitored. The impairmentanalysis is performed at each reporting date on an individual basis for major clients. In addition,a large number of minor receivables are grouped into homogeneous groups and assessed forimpairment collectively. The maximum exposure to credit risk at the reporting date is the carryingvalue of each class of financial assets. The Company does not hold collateral as security. TheCompany's credit period generally ranges from 30-60 days.
Financial Instrument and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasurydepartment in accordance with the Company's policy. Investments of surplus funds are made onlywith approved counterparties and within credit limits assigned to each counter party.
Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis, andmay be updated throughout the year subject to approval of the Company's Finance Committee. Thelimits are set to minimize the concentration of risks and therefore mitigate financial loss through acounter party's potential failure to make payments. The Company's maximum exposure to credit riskfor the components of the statement of financial position at 31stMarch 2024 and 2023 is the carryingamounts.
The Company's objective is to maintain a balance between continuity of funding and flexibility throughthe use of bank deposits and loans. The table below summarizes the maturity profile of the Company'sfinancial liabilities based on Contractual undiscounted payments:
The Management is of the opinion that the Company has sufficient current assets comprising ofTrade Receivables, Cash & Cash Equivalents, Loans, Inventories and Other Current Financial Assets tomanage the liquidity risk, if any in relation to current financial liabilities.
D. Capital management
For the purpose of the Company's capital management, capital includes issued equity capital, sharepremium and all other equity reserves attributable to the equity holders of the Company. The primaryobjective of the Company's capital management is to maximize the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economicconditions and the requirements of the financial covenants. To maintain or adjust the capital structure,the Company may adjust the dividend payment to shareholders, return capital to shareholders or issuenew shares. The Company monitors capital using a gearing ratio, which is net debt divided by totalcapital plus net debt. The Company includes within net debt, interest bearing loans and borrowings,trade and other payables (excluding Liability under JDA), less cash and cash equivalents.
41. (i) In the opinion of the management, current assets including loans and advances have a value on
realization in the ordinary course of business at least equal to the amount at which they are stated inthe books. However, certain balances under Loans and advances and Trade Receivables are subject toconfirmation.
(ii) Rs.943.64 lakhs (P.Y. Rs.1301.97) lakhs due from Private Companies in which a director is interested.
42. The Company has taken as well as granted several secured and unsecured loans and advances during theyear. The agreements/ documentation in respect of such loans and advances are in the process of beingsigned. In the absence of such signed agreements, interest payable and receivable, as applicable, has beencomputed on the basis of the details provided by the Management, wherever available. The impact, if any,will be recognized after the completion of such documentation.
read with Section 233 and all other applicable provisions of the Companies Act, 2013 read with applicableprovisions of Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 (as amended). TheTransferor Companies or Amalgamating Companies are wholly owned subsidiary of Vipul Limited. Thearguments were heard on June 10, 2025 and last opportunity granted to Income Tax Department to makesure all their reports are filed on tribunal records. The matter is now listed on August 5, 2025.
48. The Arbitration between Solitaire Ventures Pte. Ltd & Ors. vs Vipul Ltd & Ors had concluded andCompany had complied with the conditions specified in the Arbitral Award dated May 14, 2023. Accordingly,the Company had recognized the necessary awards in its books in the financial year 2023-24.
However, the Company is yet to recover Rs.14870 lakhs awarded under the Arbitral Award from M/sTanamera Developments Private Limited (Earlier Vipul SEZ Developers Private Limited).
49. The Company has not provided interest on advance received from customers as negotiations for settlementof the same in under progress. The Company has settled the dues of certain unsecured lenders andhave entered into negotiations with other unsecured lenders. Accordingly, no interest expenses have beenrecognized on such remaining unsecured borrowings during the year. The impact will be recognized afterthe completion of such negotiations.
50. The Company has not recognized deferred tax assets on brought forward losses due to virtual uncertaintyof operational income.
51. The Board of Directors of the Company, vide its meeting held on May 23, 2024, has approved the allotmentof 2,09,75,000 (Two Crore, Nine Lakh Seventy Five Thousand) fully paid up equity shares of face valueRs. 1/- (Rupees One Only) each ("Equity Shares") to the allottee(s) at a price of Rs. 23.70/- (RupeesTwenty Three Decimal Seventy only) per Equity Share (including a premium of Rs. 22.70/- per EquityShare [Rupees Twenty Two Decimal Seventy Only]), for cash on preferential basis, aggregating to cashconsideration of Rs. 49,71,07,500/- (Rupees Forty Nine Crore Seventy One Lakh Seven Thousand FiveHundred only) who have accepted the offer.
Notes:
1. Figures in brackets indicate cash outflow.
2. Previous figures have been regrouped/recasted, whereever necessary, to confirm to the currrent year's classification
For JSUS & Associates For & on behalf of the Board of Directors of
Chartered Accountants Vipul Limited
FRN-329784E
sd/- sd/- sd/-
(Adrish Roy) Punit Beriwala Sanjay Sood
Partner Managing Director, CEO & CFO Director
Membership No-055826 DIN : 00231682 DIN : 01075959
Place: Kolkata sd/-
Date : June 16, 2025 Sunil Kumar
Company SecretaryA-38859Place: GurugramDate : June 16, 2025