1. 1500 Secured, Zero per cent Coupon, Non Convertible debentures of aggregate face value of Rs.10,00,000/ each secured against exclusive registered Mortgage over identified units in the project at Sector-53,Gurugram, second ranking exclusive security interest by way of registered mortgage of entire project & project land at Sector-53, Gurugram and Personal Guarantee of Mr. Punit Beriwala - Managing Director. Terms of redemption - Redeemable in installmemt of 25% in Mar-24, 25% in Apr-24 and 50% in May-24. Return on NCDs- Min IRR 12.50%.

2. Loan-1 From PNB Housing Finance Ltd. were (since taken over by Tulip Infratech Pvt. Ltd. under a Joint development agreement) secured against equitable mortgage of project land at Sector-53, Gurugram and structure thereon, hypothecation of receivables of the project & Personal Guarantee of Mr. Punit Beriwala

- Managing Director. Terms of repayment- (a) for Rs.230 crore- 30 equal monthly installments after moratorium of 18 months starting from April 2020, Rate of Interest-14.50% p.a. (b) Rs.90 crores - 42 equal monthly installments after moratorium period of 18 months starting from Sep-19, Rate of Interest-14.75%p.a.

3. Loan-II From PNB Housing Finance Ltd. was (since taken over by Tulip Infratech Pvt. Ltd. under a Joint development agreement) secured against equitable mortgage of project land at Sector-53, Gurgram and structure thereon, hypothecation of receivables of project & Personal Guarantee of Mr. Punit Beriwala -Managing Director. Terms of repayment - for Rs.36.33 crore- 60 equal monthly installments starting from Nov-16, Rate of Interest-15.85%pa.

4. From DMI Finance Pvt. Ltd. was (Since repaid) secured against pledge of equity shares of the Company held by Promoters and Personal Guarantee by Mr. Punit Beriwala - Managing Director. Terms of repayment

- for Rs.15 crores - 36 equated monthly installments after moratorium period of 18 months starting from Apr-19, Rate of Interest- 17% p.a.

5. From J.P Financial Services Pvt Ltd is secured against pledge of equity shares of the Company held by Promoters, equitable mortgage of 34 unsold units of project Vipul Plaza, Faridabad and Personal guarantee of Mr. Punit Beriwala- Managing Director. Terms of repayment- Repayable in 3 monthly installment starting from August 2023. Rate of Interest-13% p.a.

6. From CMS Finvest Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment- Repayable in August 2023. Rate of Interest-16% p.a.

7. From Kanupriya Commercial Pvt. Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment-Repayable in August 2023. Rate of Interest-16% p.a.

8. From Yaduka Financial Services Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment- Repayable in August 2023. Rate of Interest-18% p.a.

9. From Paramount Realtec Private Ltd. are secured against pledge of equity shares of the Company held by Promoters and Personal guarantee of Mr. Punit Beriwala- Managing Director. Equitable mortgage on 24 Unsold units of Project Vipul Plaza, Faridabad. Terms of repayment- Repayable in June 2023. Rate of Interest-22% p.a.

The Management is of the opinion that the Company has sufficient current assets comprising of Trade Receivables, Cash & Cash Equivalents, Loans, Inventories and Other Current Financial Assets to manage 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, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective 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 economic conditions 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 issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital 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

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings.

b. Defined Benefit Plan

The Cost of providing gratuity is determined using the projected unit credit method.

The following tables summarize the components of net benefit expenses recognized in the Statement of Profit and Loss as per Actuarial Valuation as on 31st March, 2023.

31. As per information available with the company, there are no dues outstanding in respect Micro and Small enterprises as provided in the 'Micro, Small and Medium Enterprises Development Act, 2006' as at the year end. Further, no interest during the year has been paid or payable in respect thereof. The parties have been identified based on the information available with the company and the same has been relied upon by the auditor.

33. The company has reviewed the carrying amount of its tangible and intangible assets (being a cash generating unit) with its future present value of cash flows and there has been no indication of impairment of the carrying amount of the Company's such Assets taking consideration into external and internal sources of information.

34. Details of the CSR Expenditure

As a result of the recurring losses incurred by the company, the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company.

Multiple legal cases have been filed by parties in various Consumer forums and courts and these have been disputed by the Company as advised by its advocates. Based on the grounds of the appeals and advice of the independent legal counsels, the management believes that there is a reasonably strong likelihood of succeeding before the various authorities. Pending the final decisions on the above matter, no adjustment has been made in these financial statements. Interest and claims by customers/ suppliers may be payable as and when the outcome of the related matters are finally determined and hence not been included.

It is not practicable for the Company to estimate the cash outflows, if any, in respect of the above, pending resolution of the respective proceedings.

1. No interest is being earned on Rs. 150.82 lakhs (under Loan) to Mab Finlease Ltd. which in the view of management is doubtful of realization to the extent of 25% and accordingly provision for doubtful loan has been made in accounts.

2. Loans are given to the respective companies for:

- Promoters' contribution in respect of High Class Projects Ltd.

- Corporate use in respect of Mab Finlease Ltd..

3. The loan given to High Class Projects Limited has been written off during the year. Further details provided in Note 49.

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 in the books. However, certain balances under Loans and advances and Trade Receivables are subject to confirmation.

(ii) Rs.1262.99 Lakhs (P.Y. Rs. 1262.99) lakhs due from private companies in which director is interested.

42. 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, wherever available. The impact, if any, will be recognized after the completion of such documentation.

47. With reference to the Joint Development Agreement (JDA) with M/s Tulip Infratech Private Limited (Tulip) wherein all development rights of the project "Aarohan" at Golf Course Road had been assigned to Tulip. The necessary approvals had been received by PNB Housing Finance Limited (PNBHFL), the Director of Town & Country Planning (DTCP) and the Haryana Real Estate Regulatory Authority (HRERA) and other concern authorities. By virtue of the aforesaid JDA, Tulip has taken over entire up-to-date liability of PNBHFL. The same is acknowledged by the PNBHFL vide its NOC issued in this context. Tulip has also undertaken the pending liability of EDC being payable to the DTCP and pending liability of Project creditors. Besides, Tulip has undertaken to develop and handover agreed areas to Vipul alongwith all existing customers. In accordance with the said Joint Development Agreement (JDA) and upon receipt of requisite approvals, the transfer of project "Aarohan" has been accounted for during the year and resultant effect of such transfer has been disclosed as "exceptional items".

48. The delays caused in the financial covenants in payment of principal as well as interest to lenders due to overall sluggishness in the Indian economy and slump in the Real Estate Industry in the recent past, continued in the current period. The Company is in the process of regularizing such delays.

49. During the year under review, the Company has written off the unsecured loans provided to one of its wholly owned subsidiary from time to time. The said loans were provided for operations of a club maintained under that subsidiary and that club was making continuous operating losses since inception and was badly affected during the Covid pandemic. Further, the subsidiary has also taken a term loan from a financial institution for which the Company has given the corporate guarantee which was invoked earlier this year on account of defaults in payments of loan by the subsidiary company. In view of the above reasons and as per the request received from the board of directors of the subsidiary company, the Company felt it prudent to waive off the financial assistance provided to the wholly owned subsidiary.

50. The Company has filed and submitted the Scheme of Amalgamation ("Scheme") before NCLT, Delhi for amalgamation of Abhipra Trading Private Limited; Graphic Research Consultants India Private Limited; United Buildwell Private Limited; Vineeta Trading Private Limited; and Vipul Eastern Infracon Private Limited (hereinafter together the "Transferor Companies" or "Amalgamating Companies") with Vipul Ltd. ("Transferee Company" or "Amalgamated Company"), pursuant to provisions of Sections 230 to Section 232 read with Section 233 and all other applicable provisions of the Companies Act, 2013 read with applicable provisions of Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 (as amended). The Transferor Companies or Amalgamating Companies are wholly owned subsidiary of Vipul Limited.

51. Solitaire Capital India, a shareholder of Vipul SEZ Developers Pvt. Ltd., a subsidiary company of the Company along with Solitaire Ventures Pte. Ltd moved the Hon'ble Supreme Court of India in terms of Section 11(5) and (6) of the Arbitration and Conciliation Act, 1996 and accordingly the Arbitral Tribunal stood constituted. The Parties namely Solitaire Ventures Pte. Ltd and Solitaire Capital India are treated to be Claimants therein and Vipul Group consisting of eight companies Vipul Ltd., Vipul SEZ Developers Pvt. Ltd., PKB Buildcon Pvt. Ltd., PKBK Buildwell Pvt. Ltd., KST Buildwell Pvt. Ltd., Entrepreneurs (Calcutta) Pvt. Ltd., URR Housing and Construction Pvt. Ltd. &Ritwiz Builders & Developers Pvt. Ltd. as well as Silverstone Developers Pvt. Ltd. and Karamchand Realtech Pvt. Ltd. are treated to be Respondents.

All the Parties have filed their respective Claims/Counter Claims against each other. The Arbitral Proceedings are continuing.

Solitaire Capital India, along with Solitaire Ventures Pte. Ltd have filed a petition before the Hon'ble High court of Delhi at New Delhi and also Silverstone Developers Pvt Ltd have filed three petitions in Hon'ble Delhi High court for seeking interim relief and the Hon'ble High court vide its order dated 10th March 2015 has disposed of all three petitions as under:

Under these circumstances, all the three petitions are accordingly disposed of, with the direction that the interim order passed on 3rd December,2012 and modification order dated 27th September, 2013 in OMP NO 1123/2012 shall continue during the pendency of arbitral proceedings unless the said order is modified by the Arbitral Tribunal in respect of 132.568 acres (as 6 acres of land already sold with the consent of the parties) as per revised Project Land as per the MOU/Agreement dated 13th September, 2008.

Effect, if any, required to be made in the financial statement of the company in this respect shall be made on finality of the matter.

Solitaire Capital India & Anr. (Appellant) filed a Company Petition No.94/2019 under Section 241 and 242 of the Companies Act, 2013 against Vipul Sez Developers Pvt. Ltd. & Anr before Hon'ble NCLT, New Delhi Bench, again seeking the same interim prayers which were rejected earlier on three occasions. Respondents namely Vipul Limited & others responded to the said Company Petition by filing Application being C.A. No. -422/C-III/ND/201 u/s 8 of Arbitration & Conciliation Act questioning the Jurisdiction of Hon'ble NCLT as the Parties are before Arbitral Tribunal and seized of the dispute/matter. Hon'ble NCLT despite observing and recording that the parties are before the Arbitral Tribunal passed a conditional order dated 09.08.2019 granting injunction on the piece of land admeasuring 7 acres purchased vide sale deed no. 3543 dated 12.05.2006 till the decision on the application filed by the Appellant u/s 17 of Arbitration & Conciliation Act or Decision of Hon'ble NCLT in relation to Application being C.A. No. -422/C-III/ND/201 u/s 8 of Arbitration & Conciliation Act WHICHEVER IS EARLIER. Arbitral Tribunal rejected the application of Appellant u/s 17 of Arbitration Act vide its order dated 12.12.2019. The Appellant (Claimants before Hon'ble Arbitral Tribunal) have challenged the said rejection order of Hon'ble Arbitral Tribunal before Hon'ble Delhi High Court and The said Appeal has been dismissed as withdrawn vide Order dated 18.04.2022 passed by Hon'ble High Court of Delhi, New Delhi. Appellant approached the Hon'ble Supreme Court & the Hon'ble Supreme Court vide its order dated 09.01.2020 directed the Hon'ble NCLT to dispose off the application C.A. No. -422/C-III/ND/201 u/s 8 of Arbitration & Conciliation Act questioning the Jurisdiction of Hon'ble NCLT within 10 days. Vipul Ltd. informed the Hon'ble NCLT of Hon'ble Supreme Court Order dated 09.01.2020 on 15.01.2020. Matter was listed on 22.01.2020 & adjourned to 24.01.2020 for arguments on the application u/s 8 of Arbitration & Conciliation Act. Arguments on the application u/s 8 of Arbitration & Conciliation Act were concluded and Hon'ble NCLT dismissed the application u/s 8 of Arbitration & Conciliation Act. The Company had filed Appeal no 11 of 2021 against the order dated 04.01.2021 passed by NCLT, had been dismissed by Hon'ble NCLAT vide their order dated 20.01.2022. The Company had also filed Appeal No 60 of 2020 against which the Hon'ble NCLT granted a stay on 7 acres of land purchased vide sale deed 3543 dated 12.05.2006 which has been dismissed vide order dated 20.01.2022. The Company inter-alia has preferred a Civil Appeal being C.A. No. 2580 of 2022 and C. A. No. 2648 of 2022 before Hon'ble Supreme Court and the same are pending for adjudication.

All the parties to the Arbitration in the Arbitral Tribunal comprising Justice A. K. Sikri (Presiding Arbitrator), Justice R. C. Chopra and Justice Reva Khetrapal, in the matter of Arbitration between M/s. Solitaire Ventures Pte Ltd. & Ors as claimants versus Vipul Limited & Ors. as respondents made a joint application dated 7th April, 2023 under Section 30 of the Arbitration and Conciliation Act, 1996 before the Arbitral Tribunal on 14th April, 2023. As per the application, all the parties to the dispute have agreed to settle all their interse disputes and sought passing of the "Consent Award" by the Hon'ble Arbitral Tribunal in terms of the settlement arrived at between the parties in the form and manner (and only in the form and manner) as detailed in Section II of the said joint application and any deviation therefrom will not constitute a valid settlement (unless consented by all Parties in writing), and any such action shall be void ab initio and unenforceable.

The Consent Award dated 12th May, 2023 has been pronounced by the Hon'ble Arbitral Tribunal on 14th May, 2023 . As set out in the joint application, all claims / counter claims, which are subject matter of the Arbitration, between the parties in arbitration (or even amongst certain parties inter-se) have been stand withdrawn on passing of the Consent award and "Consent Award" of the Arbitral Tribunal is be binding on the parties in accordance with the provisions of the Arbitration & Conciliation Act, 1996. The Company is in the process of complying with the conditions specified in the Arbitration Order to receive the Award. The Award will be accounted for upon receipt.

52. The Company has not provided interest on advance received from customers as negotiations for settlement of the same in under progress.

54. No proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

55. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year

56. Shares held by the company in M/s High Class Projects Limited, a wholly owned subsidiary company, have been pledged in favor of a financial institution against financial assistance taken by the said company.

57. The details pertaining to related parties' transactions are shown in a separate sheet.

58. Previous year's figures have been regrouped and rearranged wherever considered necessary.