1. We have audited the accompanying standalone financial statements of VIPUL LIMITED ("the Company"),which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit and Loss (includingOther Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity andnotes to the financial statements for the year then ended on that date, including a summary of Materialaccounting policies and other explanatory information (herein after referred to as "Standalone FinancialStatements").
In our opinion and to the best of our information and according to the explanations given to us, exceptfor the possible effect of the matters described in the Basis for Qualified Opinion paragraph, the aforesaidstandalone financial statements give the information required by the Companies Act, 2013 ("the Act") inthe manner so required and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as at March 31, 2025, its loss (including OtherComprehensive Income), changes in equity and its cash flows for the year ended on that date.
2. Matters described in Basis for Qualified Opinion:
i. Cash and cash equivalents include cheques in hand aggregating to Rs. 220.06 lakhs collected fromcustomers towards advances/booking amount. As stated by the management, these are yet to bepresented for encashment at the request of customers. Further Cash and Cash Equivalent also includeRs. 48.70 lakhs held in dormant bank and Rs. 239.27 lakhs held in frozen bank account.
ii. The Company has taken as well as granted several secured and unsecured loans and advances duringthe year. The agreements/ documentation in respect of such loans and advances are in the process ofbeing 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. Theimpact, if any, will be recognized after the completion of such documentation.
iii. The Company has not provided interest on advance received from customers as negotiations forsettlement of the same is under progress. Further, the Company has also not provided for intereston its unsecured borrowings and ICDs as negotiations with the lenders are under process and as perthe information and explanations provided to us, these borrowings will also be settled mutually. Theimpact, will be recognized after the completion of such negotiations.
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 Auditor's Responsibilitiesfor the Audit of the Standalone Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of Indiatogether with the ethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
4. We draw your attention to the following matters included in the Notes to the Standalone FinancialStatements:
i. Note 41 which states that certain balances under Loans, Advances and Trade Receivables are subjectto balance confirmations.
ii. Note 48 which states that the Company has recognized income on the basis of the Arbitration Awardafter complying with the conditions of the Award. However, a substantial amount of such award is yetto be received.
iii. Note 8 to the financial results, which states that as per information available with the Company thereare no dues to Micro, Small , or medium enterprises (MSMEs) under the MSMED Act, 2006 at the yearend.
Our opinion is not modified in respect of these matters.
5. Key Audit Matters are those matters that, in our professional judgment, were of most significance in ouraudit of the standalone financial statements of the current period. These matters were addressed in thecontext 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 describedbelow to be the key audit matters to be communicated in our report.
Sr.
No
Key Audit Matter
Auditor's Response
1
Investment in subsidiaries, joint ventures and an associ¬ate and loans/ advances to subsidiaries and joint ven¬tures
The Company's investments in subsidiaries, joint ven¬tures, and an associate are recorded on the financialstatements at their original cost, taking into account anyimpairment resulting in diminution in value. The Com¬pany evaluates these investments for impairment regu¬larly, usually at each reporting date.
To assess impairment, the Company relies on estimatesand judgments. This process involves identifying eventsor indicators that could lead to a decline in the value ofthe investments and then determining the appropriateimpairment charge if necessary. Making theseassessments requires significant judgment on the partof the Company, especially when projecting future cashflows related to real estate projects within these entities.
Besides obtaining an understanding ofManagement's processes and controlswith regard to testing the impairment ofthe unquoted equity instruments in lossmaking subsidiaries and associates. Ourprocedures included the following:
• Assessing the net worth ofsubsidiaries and joint ventures onthe basis of latest available financialstatements.
• For the investments where thecarrying amount exceeded the netasset value, understanding from theCompany regarding the basis andassumptions used for the projectedprofitability.
• Compared the Company'sassumptions with comparablebenchmarks in relation to keyinputs such as long-term growthrates and discount rates;
• Considered historical forecastingaccuracy, by comparing previouslyforecasted cash flows to actualresults achieved; and
The impairment review of such investments, with anopening carrying value of Rs.979.98 lakhs, is consideredto be a risk area due to the size of the balances as wellas the judgmental nature of key assumptions, whichmay be subject to management override. The carryingvalue of such unquoted equity instruments and debt isat risk of recoverability. The net worth of some of theunderlying entities has significantly eroded and doesnot have projects under development. The estimatedrecoverable amount is subjective due to the inherentuncertainty involved in forecasting and discountingfuture cash flows.
The Company has provided loans and financialinstruments to its joint ventures and subsidiaries, andit evaluates the recoverability of these loans regularlyat the end of each reporting period. Due to the specificnature of the real estate industry, the Company faceshigher risks regarding the possibility of recovering theamounts owed by these parties. Additionally, significantjudgment is required to assess the likelihood of recoveringboth the working capital and project-specific loans andfinancial instruments. This judgment is influenced by thecompletion of property development projects within theagreed-upon timeframes.
Given the importance of accurately assessing therecoverability of loans and financial instruments tosubsidiaries and joint ventures and the significantjudgment and estimation involved in this process, themeasurement of these loans/financial instruments isconsidered a critical audit matter. During the audit,special attention is given to ensuring that the Company'sjudgments and estimates are appropriate and well-supported.
• Analysing the possible indicationsof impairment and understandingCompany's assessment of thoseindications.
• Tracing loans/financial instrumentsadvanced /repaid during the year tobank statement.
• Obtaining independentconfirmations to assesscompleteness and existence ofloans/financial instruments given tosubsidiaries and joint ventures ason 31 March 2025.
• Considering the adequacy ofdisclosures in respect of theinvestments and loans andadvances in subsidiaries, jointventures and an associate.
2
Revenue recognition - accounting for constructioncontracts
There are Material accounting judgements including es¬timation of costs to complete, determining the stage ofcompletion and the timing of revenue recognition. TheCompany recognises revenue and profit/loss on the ba¬sis of stage of completion based on the proportion ofcontract costs incurred at balance sheet date, relativeto the total estimated costs of the contract at comple¬tion. The recognition of revenue and profit/loss thereforerely on estimates in relation to total estimated costs ofeach contract. Cost contingencies are included in theseestimates to take into account specific uncertain risks,or disputed claims against the Company, arising withineach contract. These contingencies are reviewed by theManagement on a regular basis throughout the contractlife and adjusted where appropriate.
In responding to the identified key auditmatter, we completed the following auditprocedures:
• In responding to the identified keyaudit matter, we completed thefollowing audit procedures:
• Testing of the design andimplementation of controls involvedfor the determination of theestimates used as well as theiroperating effectiveness;
• Testing the relevant informationtechnology systems' access andchange management controlsrelating to contracts and relatedinformation used in recording anddisclosing revenue in accordancewith the new revenue accountingstandard;
• Testing a sample of contractsfor appropriate identification ofperformance obligations;
• For the sample selected, reviewingfor change orders and the impacton the estimated costs to complete;
• Performed analytical proceduresfor reasonableness of revenuesdisclosed by type and serviceofferings
6. The Company's Board of Directors is responsible for the other information. The other information comprisesthe information included in the Management Discussion and Analysis; Board's Report including Annexuresto Board Report, Business Responsibility Report, Corporate Governance and Shareholders' Informationbut does not include the standalone financial statements and our auditor's report thereon. The aforesaiddocuments are expected to be made available to us after the date of this auditor's report.
7. Our opinion on the standalone financial statements does not cover the other information and we do notexpress any form of assurance or conclusion thereon.
8. In connection with our audit of the standalone financial statements, our responsibility is to read the otherinformation when it becomes available and, in doing so, consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwiseappears to be materially misstated.
9. When we read the aforesaid documents, if we conclude that there is a material misstatement therein, weare required to communicate the matter to those charged with governance.
10. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these standalone financial statements that give a true and fair view of thefinancial position, financial performance, changes in equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India, including the accounting Standards specifiedunder section 133 of the Act. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation and presentation of thefinancial statement that give a true and fair view and are free from material misstatement, whether dueto fraud or error.
11. In preparing the financial statements, management is responsible for assessing the Company's ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
12. The Board of Directors are also responsible for overseeing the company's financial reporting process.
13. Our objectives are to obtain reasonable assurance about whether the financial statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor's report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when it exists. Misstatementscan arise from fraud or error and are considered material if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisions of users taken on the basis of these financialstatements.
14. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism 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 detectinga material misstatement resulting from fraud is higher than for one resulting from error, as fraudmay involve collusion, forgery, intentional omissions, misrepresentations, or the override of internalcontrol.
• 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 internalfinancial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company's ability to continue as a going concern.If we conclude that a material uncertainty exists, we are required to draw attention in our auditor'sreport to the related disclosures in the financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However, future events or conditions may cause the Company to cease to continueas a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and events ina manner that achieves fair presentation.
15. We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internalcontrol that we identify during our audit.
16. We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.
17. From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the financial statements of the current period and are thereforethe key audit matters. We describe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matters or when we determine that a matter should not be communicated inour report because the adverse consequences of doing so would reasonably be expected to outweigh thepublic interest benefits of such communication.
18. Materiality is the magnitude of misstatements in the standalone financial statements that, individually orin aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of thefinancial 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 theeffect of any identified misstatements in the financial statements.
19. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Governmentof India in terms of sub -section (11) of section 143 of the Act, we give in the Annexure-A, a statement onthe 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 knowledgeand 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 asit appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the CashFlow Statement and the Statement of Changes in Equity dealt with by this report are in agreementwith the books of account
(d) In our opinion, the aforesaid standalone financial statements comply with the IND AS specified underSection 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 anadverse effect on the functioning of the Company.
(f) On the basis of the written representations received from the directors as on 31st March, 2025 takenon record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 frombeing 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 Companyand 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 Auditor's Report in accordance with therequirements of section 197(16) of the Act, as amended:
According to the information and explanations given to us and the records of the company examinedby us, total managerial remuneration paid as reflected in the financial statements for the year ended31st March 2025 are in accordance with the requisite approvals mandated by the provisions of section197 read with Schedule V to the Act, as applicable.
(i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
a. The Company has disclosed the impact of pending litigations on its financial position in its financialstatements - Refer Note 39 of the standalone financial statements.
b. The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses.
c. There were no amounts which were required to be transferred to the Investor Education andProtection 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 loanedor invested (either from borrowed funds or share premium or any other sources or kindof 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, thatthe Intermediary shall, whether, directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Company ("UltimateBeneficiaries") or provide any guarantee, security or the like on behalf of the UltimateBeneficiaries;
(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 theCompany from any person or entity, including foreign entity ("Funding Parties"), with theunderstanding, 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 mannerwhatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries;
(iii) Based on the audit procedures that have been considered reasonable and appropriate inthe circumstances, nothing has come to our notice that has caused us to believe that therepresentations 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 norpaid any interim dividend during the year.
(f) Based on our examination, which included test checks, the Company has used accountingsoftware for maintaining its books of account for the financial year ended March 31, 2025 whichhas a feature of recording audit trail (edit log) facility and the same has operated throughout theyear for all relevant transactions recorded in the software. Further, during our audit we did notcome across any instance of the audit trail feature being tampered with and the audit trail hasbeen preserved by the Company as per the statutory requirements for record retention
For JSUS & Associates,Chartered Accountants(Firm's Registration number: 329784E)
Place : Kolkata Partner
Date : June 16, 2025 (Membership Number 055826)
UDIN: 25055826BMMIBZ7711