Vipul Ltd Directors Report

To the Members,

Your Directors have the pleasure in presenting the 33^rd Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2024

1. FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS

Particular	Standalone for year ended 31st March		Consolidated for year ended 31st March
	2024	2023	2024	2023
Revenue from operations	17,006.22	3,793.69	20,648.63	7,491.57
Other Income	23,166.32	902.35	23,189.03	991.02
Total Income	40,172.54	4,696.04	43,837.66	8,482.59
Total Expenses	10,971.08	14,711.55	14,860.19	9,960.45
Profit/(Loss) before share of profit from Associates	29,201.46	(10,015.51)	28,977.47	(1,474.55)
Add: share of profits from Associates	-	-	15.48	3.30
Profit/(Loss) before Tax & exceptional item	29,201.46	(10,015.51)	28,992.95	(1,474.55)
Exceptional Item	-	9,463.15	274.31	9,463.15
Profit/(Loss) before Tax & after exceptional item	29,201.46	(19,478.66)	28,718.64	(10,937.70)
Less: Tax Expense:
(i) Current Year	-	-	25.19	796.23
(ii) Deferred tax	4,452.68	-	5,343.42	(0.13)
Profit / (Loss)ofthe year	24,748.79	(19,478.66)	23,350.04	(11,733.81)
Other Comprehensive Income
A. (i) Items that will not be reclassified to profit or loss	36.06	40.77	34.83	40.32
(ii) Income tax relating to items that will not be reclassified to profit or loss	9.37	10.60	9.37	10.72
B. (i) Items that will be reclassified to profit or loss	-	-	-	-
(ii) Income tax relating to items that will be reclassified to profit or loss	-	-	-	-
Total Comprehensive Income	24,775.47	(19,448.49)	23,375.49	(11,704.21)

Material Events Occurring after Balance Sheet Date

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the balance sheet relates and the date of this report.

2. DIVIDEND

The Board of Directors has not recommended any dividend on the Equity Shares in view of the financial position of the Company for the financial year ended March 31, 2024.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy is attached as Annexure A, which form part of this report and is available on the website of the Company. The Policy is available on the Companys website URL: https://www.vipulgroup. in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-vipul- dividend-policy61121b3fe439f.pdf.

3. RESERVES

The Company has not transferred any amount to Reserve for the financial year ended March 31, 2024. In terms of the provisions of Section 71 of the Companies Act, 2013 (the Act) read with Rule 18(7)(b) (iii)(B) of the Companies (Share Capital and Debentures) Rules, 2014, Debenture Redemption Reserve is not required to be created for privately placed debentures issued by listed companies, hence no amount was transferred to Debenture Redemption Reserve. The secured, non-convertible debentures issued to Edelweiss Asset Reconstruction Company have become due for redemption. As on March 31, 2024, 25% of the total debentures aggregating to Rs. 1875 lakhs were due for redemption. While the Company is in negotiations with the secured lender for extension of the debenture redemption period, the Company has deposited the redemption proceeds due upto March 31, 2024 and have disclosed the amount as an advance.

4. CASH FLOW STATEMENT

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement for the financial year ended March 31, 2024 is enclosed with the Balance Sheet and Statement of Profit and Loss of the Company.

Consolidated Cash Flow Statement of your Company and its Subsidiaries is enclosed with the Consolidated Audited Accounts/Financial Statements.

5. FINANCIAL OVERVIEW STANDALONE

The Companys main business is real estate. During the year under review, the profitability of Company has been decreased.

The total revenue of the Company stood at Rs. 40,172.54 Lakh as compared to Rs. 4,696.04 Lakh in the previous year. Profit after Tax (PAT) stood at Rs. 24,748.79 Lakh as compared to Loss of Rs. (19,478.66) Lakh in the previous year, (after taking the impact of INDAS).

The earnings per share on an equity share having face value of Rs. 1/- stands at Rs. 20.63 per share as compared to Rs. (16.23) per share in the previous year.

CONSOLIDATED

The consolidated revenues stood at Rs. 43,837.66 Lakh as against Rs. 8,482.59 Lakh in the previous year. Profit after Tax (PAT) stood at Rs. 23,350.04 Lakh as compared to Loss of Rs. (11,733.81) Lakh in the previous year, (after taking the impact of INDAS).

The earnings per share on an equity share having face value of Rs. 1/- stands at Rs. 19.46 per share as compared to Rs. (9.78) per share in the previous year.

The Company is taking effective steps to improve the performance of the Company through growth in revenue, managing cost, strategic marketing, increasing brand awareness and brand equity through advertisement campaign etc.

6. CORPORATE GOVERNANCE

The Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act, 2013, listing agreement(s) and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time. The Company has implemented several best corporate governance practices as prevalent globally. The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

The Company has laid down a Code of Conduct for the Directors as well as for all Senior Management of the Company. As prescribed under Regulation 17(5) of the listing regulation, a declaration signed by the Managing Director & Chief Executive Officer affirming compliance with the Code of Conduct by the Director and Senior Management personnel of the Company for the Financial Year 2023-24 forms part of the Corporate Governance Report.

7. Business Responsibility and Sustainability Report

As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top thousand listed entities based on market capitalization shall submit a business responsibility and sustainability report in the format specified by Securities and Exchange Board of India through its vide circular no . SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 regarding initiatives taken by the listed entity from an environmental, social and governance perspective. In this regard, the Company has confirmed that the Company is not in the list of top thousand listed entities based on market capitalization on the 31st day of March of financial year i.e. April 01, 2023 to March 31, 2024. Hence, the Company is not submitting business responsibility and sustainability report to the stock exchanges where the equity shares of the Company are listed.

8. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

9. CHANGEIN NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in nature of the business of the Company.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY

During the year under review, there have been no material changes and commitments affecting the financial position of the Company.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

There are no significant material orders passed by the Regulators/Courts/Tribunals, which would influence the going concern status of the Company and its operations in future.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies(Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Companys operations. The Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

13. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES.

As on March 31, 2024, the Company has 12 subsidiary companies and 05 Associate companies. There has been no change in the nature of business of subsidiaries, during the year under review.

The Arbitration between Solitaire Ventures Pte. Ltd. & Ors. (the Claimant") and Vipul Limited & Ors. ("the Respondent") has concluded by way of settlement which has been pronounced on May 14, 2023, by Justice R. C. Chopra, Former Judge of High Court of Delhi, Co-arbitrator, Justice A. K. Sikri, Former Judge of Supreme Court of India, Presiding Arbitrator and Justice Reva Khetrapal, Former Judge of High Court of Delhi, Co-arbitrator. The Company has complied with conditions as specified in Arbitral award dated 14th May, 2023 and has recognized interest income of 19074.65 lakhs and Project Supervision Cost of 3000.00 lakhs in accordance with the Order.

Further, in terms of Arbitral award dated 14th May, 2023, M/s. Vipul SEZ Developers Private Limited (Vipul SEZ), the erstwhile subsidiary of M/s. Vipul Limited, has made the fresh allotment of equity shares and pursuant to the allotment, the percentage holding of M/s. Vipul Limited now stand at 2.40% of paid up Equity Capital of Vipul SEZ. Consequently, M/s. Vipul SEZ Developers Private Limited alongwith its four wholly owned subsidiary i.e. M/s. KST Buildwell Private Limited, M/s. P K B Buildcon Private Limited, M/s. PKBK Buildwell Private Limited and M/s. VSD Buildwell Private Limited, have ceased to be subsidiaries of M/s. Vipul Limited w.e.f 8th January, 2024 and therefore has not been consolidated in the consolidated financial statements. However, as the consolidated financials of Vipul SEZ for the year ended March 31, 2024 is not available, the Company has continued to value its investment in Vipul SEZ at cost and not at fair value and the impact of the loss of control of M/s. Vipul SEZ Developers Private Limited alongwith its four wholly owned subsidiary i.e. M/s. KST Buildwell Private Limited, M/s. P K B Buildcon Private Limited, M/s. PKBK Buildwell Private Limited and M/s. VSD Buildwell Private Limited is disclosed under exceptional items in the Consolidated Statement of Profit or Loss.

The Consolidated Financial Statement has been prepared in accordance with the IND AS prescribed by the Companies Act, 2013 in this regard and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchange(s). The Audited Consolidated Financial Statement and Cash Flow Statement, comprising of the Company & its subsidiaries forms part of this Annual Report.

Further, the Auditors who had audited had expressed a modified opinion on the Standalone and Consolidated Financial Statement for the Year Ended March 31, 2024.

In terms of Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of the subsidiaries are given at an Annexure to the Consolidated Financial Statements.

In accordance with third proviso of the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on Companys website at www.vipulgroup.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on Companys website atwww. vipulgroup.in. Web link is:- http://www.vipulgroup.in/investors-relations#balance-sheets-of-subsidiary- companies.

Members interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company at the Companys registered office/corporate office.

Further, pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features on the performance and financial position of each of the subsidiary companies included in the consolidated financial statement is provided in Form AOC-1 and forms part of this Annual Report and also placed on the Companys website at www.vipulgroup.in. Web-link is: -http://www.vipulgroup.in/ investors-relations#balance-sheets-of-subsidiary-companies and hence not repeated here for the sake of brevity.

The Company has framed and updated the policy for determining the Material Subsidiaries. The Company does not have any material subsidiary as on March 31, 2024. The Policy for determining material subsidiaries of the Company is available on the Companys website at www.vipulgroup.in. Web-link is: - http://www. vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock- exchange-policy-of-material-subsidiary62a9b3cd2c77c.pdf.

14. DEPOSITS

During the financial year 2023-24, your Company has not invited or accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

15. A. SHARE CAPITAL

During the financial year 2023-24, there was no change in the share capital of the Company.

The paid up Equity Share Capital as on March 31, 2024, was Rs. 11.99 Crores (i.e. 119,984,480 Equity Shares of Rs. 1 each).

During the year under review:

(a) Issue of equity Shares with differential rights: Nil

(b) Issue of sweat equity shares: Nil

(c) Issue of employee stock options: Nil

(d) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees: Nil

The Board of Directors of the Company, vide its meeting held on May 23, 2024, has approved the allotment of 2,09,75,000 (Two Crore, Nine Lakh Seventy Five Thousand) fully paid up equity shares of face value Rs. 1/- (Rupees One Only) each ("Equity Shares") to the allottee(s) at a price of Rs. 23.70/- (Rupees Twenty Three Decimal Seventy only) per Equity Share (including a premium of Rs. 22.70/- per Equity Share [Rupees Twenty Two Decimal Seventy Only]), for cash on preferential basis, aggregating to cash consideration of Rs. 49,71,07,500/- (Rupees Forty Nine Crore Seventy One Lakh Seven Thousand Five Hundred only) who have accepted the offer.

The allotment has been undertaken in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable rules/regulations /guidelines, if any, prescribed by any other regulatory or statutory authorities.

The new Equity Shares as allotted above shall rank pari passu, in all respects with existing Equity Shares of the Company save and except lock-in obligations as per applicable laws.

The Company has received in-principle approvals from BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges"), for the issue of aforesaid Equity Shares on Preferential basis, on May 08, 2024.

Consequent to said allotment, the issued, subscribed and paid-up equity share capital of the Company would increase from Rs. 11,99,84,480/- (Rupees Eleven Crore, Ninety Nine Lakh, Eighty Four Thousand, Four Hundred Eighty only) to Rs. 14,09,59,480 /- (Rupees Fourteen Crore, Nine Lakh, Fifty Nine Thousand, Four Hundred Eighty only).

Except as stated herein, there was no other change in the share capital of the Company.

B. TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND

Members who have not yet encashed their dividend warrants for the earlier years are requested to write to the Secretarial Department at the Registered / Corporate Office of the Company to claim the dividend. Details of unclaimed dividend as on September 30, 2023 (date of last Annual General Meeting) are available in the investors section of the website of the Company i.e. www.vipulgroup.in.

Member may note that during the financial year 2024-25, the Company will be required to transfer to the Investor Education and Protection Fund, final dividend at the Annual General Meeting of the Company held on September 22, 2017 and which is lying unclaimed with the Company for a period of seven years from the date of transfer to the Unpaid Dividend.

C. INVESTOR RELATIONS

Investor Relations have been cordial during the year. As per the Circular No. CIR/OIAE/2/2011 dated June 03, 2011 issued by the Securities and Exchange Board of India, Company is timely redressing the Investor Complaints through the SEBI complaints Redress System (SCORES). As a part of compliance, the Company has an Investor Grievance Committee to redress the issues relating to investors. The details of this Committee are provided in the Corporate Governance Report forming part of the Annual Report.

SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/ HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/ HO/ OIAE/OIAE_IAD- 1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (ODR Portal) for resolution of disputes arising in the Indian Securities Market.

Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA / Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal at https://smartodr.in/login.

16. LISTING

The equity shares of your Company continues to be listed on BSE Limited and National Stock Exchange of India Limited.

17. COMPLIANCE OF THE SECRETARIAL STANDARDS ISSUED BY ICSI

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

18. ANNUAL RETURN

In terms of the Section 92 (3) of Companies Act, 2013 as amended, the Annual Return of the Company is placed on the website of the Company www.vipulgroup.in. Web link is: - http://www.vipulgroup.in/assets/ invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-annual-return- fv-2023-24668cd8cb94d4d.pdf.

19. AUDITORS AND AUDITORS REPORT

19.1 Statutory Auditors

M/s. JSUS & Associates, (JSUS) Chartered Accountants (ICAI Firm No.329784E), were re-appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 31ST AGM of the Company until the conclusion of the 36TH AGM of the Company to be held in the year 2027.

The Statutory Auditors report contains qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards Report, have been dealt accordingly.

- Independent Auditors Repot

There are no adverse remarks, reservations and/or qualification made by Statutory Auditor in their Report on the Standalone Financial Statements of the Company, except three qualified opinion mentioned below. The notes to the financial statement as on March 31, 2024, referred to in Auditors Report are self-explanatory and therefore do not call for any further comments.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013; therefore no detail is required to be discussed under Section 134(3)(ca) of the Companies Act, 2013.

- Qualified opinion: Cash and cash equivalents include cheques in hand aggregating to Rs.196.56 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.

- Managements Reply: As stated by the management, these are yet to be presented for encashment at the request of customers. However, the Company has recovered substantial amount during the year under review.

- Qualified opinion: The Company has taken as well as granted several secured and unsecured loans and advances during the quarter. The agreements/ documentation in respect of certain 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.

- Managements Reply: The agreements are in the process of execution and signing.

- Qualified opinion: The Company has not provided interest on advance received from customers as negotiations for settlement of the same is under progress.

Further, the Company has also not provided for interest on certain unsecured borrowings and ICDs as negotiations with the lenders are under process and as per the information and explanations provided to us, these borrowings will also be settled mutually. The impact, will be recognized after the completion of such negotiations.

- Managements Reply: The negotiations for settlement of the same is under progress.

There are no adverse remarks, reservations and/or qualification made by Statutory Auditor in their Report on the Consolidated Financial Statements of the Company, except five qualified opinion mentioned below. The notes to the financial statement as on March 31, 2024, referred to in Auditors Report are self-explanatory and therefore do not call for any further comments.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013; therefore no detail is required to be discussed under Section 134(3)(ca) of the Companies Act, 2013.

- Qualified Opinion: Cash and cash equivalents of the Holding Company include cheques in hand aggregating to Rs.196.56 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.

- Management Reply: As stated by the management, these are yet to be presented for encashment at the request of customers. However, the Company has recovered substantial amount during the year under review.

- Qualified Opinion: The Holding Company and its subsidiaries have taken as well as granted several secured and unsecured loans and advances during the quarter. The agreements/ documentation in respect of certain 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.

- Management Reply: The agreements are in the process of execution and signing.

- Qualified Opinion: The Holding Company has not provided interest on advance received from certain customers as negotiations for settlement of the same is under progress.

Further, the Holding Company has also not provided for interest on certain unsecured borrowings and ICDs as negotiations with the lenders are under process and as per the information and explanations provided to us, these borrowings will also be settled mutually. The impact, will be recognized after the completion of such negotiations.

- Management Reply: The negotiations for settlement of the same is under progress.

- Qualified Opinion: In one subsidiary not audited by us and whose audit reports for financial year ending 31st March 2024 has been provided to us, the concerned auditors have stated that the Company has continued to capitalize its Bank Guarantee charges as Capital Work-in-Progress inspite of not having any projects under progress.

- Management Reply: The same will be accounted for at the time of commencement of the project.

- Qualified Opinion: In one associate which has not been audited and whose financial statements have been certified by the Management, the auditor who had audited the financial statements of the associate for the year ended March 31, 2023 had stated that the said associate have not complied with the requirements of Ind AS 116 in respect of a leasehold land in the associate. In the absence of the audited financial statements for the year ended March 31, 2024, we are unable to comment on whether the circumstances which resulted in the modified opinion still exist.

- Management Reply: The project under the associate company is abandoned since long and there is no activity in the said project. The company will do the necessary IndAS compliance once the activity in the said project commences.

19.2 Cost Auditors

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors on the recommendation of the Audit Committee, appointed M/s. Vijender Sharma & Co., Cost Accountants, as Cost Auditors of the Company for the financial year 2024-25 at a remuneration of Rs. 80,000/- (Rupees Eighty Thousand Only) p.a. (exclusive of out of pocket expenses and applicable taxes). The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arms length relationship with the Company.

The Cost Audit Report was received by the Board of Directors on August 11, 2023 for the Financial Year 2022-23. The Cost Audit Report was filed in XBRL mode on September 06, 2023.There are no qualifications or adverse remarks in the Cost Audit Report which require any explanation from the Board of Directors.

The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at the forthcoming AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of the Companies Act, 2013.

19.3 Secretarial Auditors

The Secretarial Audit was carried out by M/s. AVA Associates, through its Partner Mr. Amitabh, practicing Company secretary (Membership No. 14190, COP No.5500) for the financial year 2023

24. The Report given by the Secretarial Auditors is annexed as "Annexure B" and forms an integral part of this Report. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013; therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

In terms of Section 204 of the Companies Act, 2013, on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. AVA Associates, through its Partner Mr. Amitabh, Practicing Company secretary (Membership No. 14190, COP No.5500), as the Secretarial Auditors of the Company in relation to the financial year 2024-25. The Company has received their consent for appointment.

20. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 134(3) (m) read with Rule 8 of the Companies (Accounts Rules) 2014, is not applicable to the Company.

21. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding foreign exchange earnings and outgo are as under:

Expenditure/Earning in	(Rs. In Lakhs)
Foreign Currency	Year ended 31.03.2024	Year ended 31.03.2023
i. Expenditure in Foreign Currency
• Travelling	Nil	Nil
• Professional Charges	Nil	Nil
• Others	Nil	Nil
ii. Earning in Foreign Currency
• Receipt from customers	Nil	Nil

Activities Relating to Exports; Initiatives taken to increase exports; development of new export market for product& services and export plans are not applicable to the Company.

22. Significant and Material Orders Passed by The Regulators or Courts or Tribunals

There were no significant material orders passed by the Regulators/Courts/ Tribunals during the financial year 2023-24 which would impact the going concern status of the Company and its future operations.

The NSE & BSE have imposed penalty for non-compliance with SEBI (LODR) Regulations 2015 for delayed reporting of the Audited Financial Results for the 4th Quarter of FY 2023-24. The results for the quarter and financial year ended March 31, 2023 had to be filed within 60 days from the end of financial year i.e. upto on or before May 30, 2023 which have been filed on June 06, 2023, causing a delay of 7 days beyond the prescribed period. A fine of Rs. 48,600/- (after TDS) and Rs. 113,400/- (after TDS) were imposed by BSE and NSE, respectively.

Due to unavailability of the requisite quorum as per provision of Section 174 of the Companies Act, 2013 read with Regulation 17(2A) of SEBI (LODR) Regulations, 2015, the meeting of Board of Directors of the Company which was to be held on May 30, 2023 stands adjourned to the same day same place next week i.e. June 06, 2023.

The NSE and BSE did not accepted the plea of the Company and the company paid the aforesaid fine within the stipulated time period.

The Company has filed and submitted the second motion for 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 subsidiaries of Vipul Limited.

The Honble National Company Law Tribunal (NCLT), New Delhi bench vide its order dated March 05, 2024, has approved first motion of petition of the Scheme of Amalgamation.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Vipul Limited continues to be a socially conscious business enterprise. It is the philosophy of the Company that the benefits of growth and prosperity should be continuously shared with the people at large. As part of initiatives under CSR, the Company has undertaken projects in the areas of promotion of education & healthcare, which are in accordance with the CSR policy of the Company and Schedule VII of the Companies Act, 2013.

The CSR committee comprises of two Independent Directors namely Mr. Vikram Kochhar*, Mrs. Ameeta Verma Duggal, Mr. Ajay Arjit Singh** and Ms. Vishaka Beriwala, Non-Independent Non-Executive Director. The CSR Committee is responsible for formulating and monitoring the CSR policy of the Company from time to time.

*ceased w.e.f. August 11, 2023 ** appointed w.e.f. August 11, 2023.

The CSR policy may be accessed on the Companys website at www.vipulgroup.in. Web link is:- http:// www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock- exchange-vipul-csr-policy64dc6e0ed4b22.pdf. The annual report on Corporate Social Responsibility Activities is annexed herewith marked as "Annexure C" to this report.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Ms. Vishaka Beriwala retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Her profile is provided in the Notice of Annual General Meeting. The board recommended her reappointment.

The Notice convening the Annual General Meeting includes the proposal for re-appointment of Ms. Vishaka Beriwala as a Director. Specific information about the nature of her expertise in specific functional areas and the names of the companies in which she holds directorship and membership / chairmanship of the Board committees have also been provided in the Notice convening the Annual General Meeting.

Further, the Notice convening the Annual General Meeting also includes the proposal for regularization of Mr. Sanjay Sood as a Non-Executive Independent Director of the Company, pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) read with Regulation 17(1)(A) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and who is eligible for appointment, and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act signifying his intention to propose Mr. Sood candidature for the office of Director, as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from September 23, 2024 upto September 22, 2029.

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Sanjay Sood, Mrs. Ameeta Verma Duggal, Mr. Kapil Dutta and Mr. Ajay Arjit Singh are the Independent Directors of the Company as on date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act alongwith Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) are given in the Notice of this AGM, forming part of the Annual Report.

Brief resumes of Ms. Vishaka Beriwala and Mr. Sanjay Sood have been provided in item no 2 and Annexure-I of the Notice convening the Annual General Meeting.

Further, The Board of Directors on the recommendation of Nomination and Remuneration Committee of the Company and in accordance with provisions of the Companies Act, 2013 and SEBI Listing Regulations has appointed Mr. Punit Beriwala as a Chief Financial Officer of the Company w.e.f. June 06, 2023 in place of Mr. Anil Kumar Tibrewal who has tendered his resignation from the designation of Chief Financial Officer of the Company w.e.f. November 30, 2022. Mr. Punit Beriwala has been re-designated as a Managing Director, CEO & CFO of the Company.

The Board on the recommendation of Nomination and Remuneration Committee and in accordance with provisions of the Act and SEBI Listing Regulations, has appointed Mr. Sanjay Sood (DIN: 01075959) as an Additional and Non-Executive Independent Director on the Board for on November 10, 2023. He shall hold office as Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director.

Further, Mr. Vikram Kochhar (DIN: 03098195), Non-Executive Independent Director of the Company resigned from the Board of Directors with effect from August 11, 2023. The Company has received the confirmation from Mr. Vikram Kochhar that there are no material reasons for his resignation other than those mentioned in his resignation letter i.e. due to his health conditions.

The Board places on record its sincere appreciation for his contributions and extends gratitude to Mr. Vikram Kochhar for his invaluable service as a Director on the Board. His insightful contributions have played a pivotal role in steering the Companys strategic direction and fostering growth.

Further, Mr. Kapil Dutta (DIN: 00964585), a Non-Executive Independent Director, ceased to be a Director of the Company with effect from close of business hours on September 23, 2024, upon completion of two consecutive term of five years as per provisions of Section 149(11) of the Companies Act, 2013. He shall be eligible for appointment after the expiration of three years of ceasing to become an independent director of the Company.

Further, the Board places on record its sincere appreciation for his contributions and extends gratitude to Mr. Kapil Dutta for his invaluable service as a Director on the Board. His insightful contributions have played a pivotal role in steering the Companys strategic direction and fostering growth.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY 202324 were:

- Mr. Punit Beriwala, Managing Director, CEO & CFO*

- Mr. Sunil Kumar, Company Secretary & Compliance Officer

*re-designated as a Managing Director, CEO & CFO of the Company w.e.f. June 06, 2023

25. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. The directors express their satisfaction with the evaluation process.

The annual evaluation process of individual Directors, the Board and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent directors and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/Committee processes.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Board after taking into account the views of Executive Directors and Non-Executive Directors was evaluated. The Board and the Nomination and Remuneration reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board meeting that followed the meeting of the Independent Directors and meeting of the NRC, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on inputs received from the members, it emerged that the Board has a good mix of competency, experience, qualifications and diversity. Each Board member contributed in his/her own manner to the collective wisdom of the Board, keeping in mind his/her own background and experience. There was active participation and adequate time was given for discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner.

26. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Company has adopted the Insider Trading Policy of the Company in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedure to be followed, and disclosure to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals of employees and maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Companys website at www.vipulgroup.in.Web-link is: - http://www.vipulgroup.in/assets/invester- pdf/model-code-conduct/model-code-of-conduct-code-of-conduct-for-the-prevention-of-insider-trading- effective-wef-april-01-20195cb4317a32695.pdf.

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Regulations), your Company has adopted the following-

i) Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders- The Said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

ii) Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information- The Code ensures fair disclosure of events and occurrences that could impact price discovery in the market.

iii) Policy for dealing with Unpublished Price Sensitive Information (UPSI) and Whistle Blower Policy for employees to report any leak or suspected leak of UPSI- The policy aims to enable the employees of the Company to report any leak or suspected leak of UPSI, procedures for inquiry in case of leak of UPSI or suspected leak of UPSI and initiate appropriate action and informing the SEBI promptly of such leaks, inquiries and results of such inquiries.

iv) Internal Control Mechanism to prevent Insider Trading- The Internal Control Mechanism is adopted to ensure compliances with the requirements given in the regulations and to prevent Insider Trading. The Audit Committee reviewed and found the same in order.

27. FAMILIARIZATION POLICY

The Independent Directors are eminent personalities having wide experience in the field of business, finance, legal, industry, commerce and administration. Their presence on the Board has been advantageous and fruitful in taking business decisions.

The Directors appointed by the Board are given induction and orientation with respect to the Companys vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations. They are also provided with necessary documents, reports, internal policies and site visits to enable them to familiarize with the Companys operations, its procedures and practices.

To familiarize the new inductees with the strategy, operations and functions of our Company, the Managing Director/Senior Managerial Personnel make presentations to the inductees about the Companys strategy, operations, organization structure, facilities and risk management. Details of the familiarization program/policy of the independent directors are available on Companys website at www.vipulgroup.in. Web link is: - http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/Vipul- Directors%20Familarization%20Policy.pdf.

28. BOARD MEETING

Five meetings of Board of Directors were held during the financial year 2023-24 i.e. on May 30, 2023 (adjourned to June 06, 2023), August 11, 2023, November 10, 2023, February 13, 2024 and March 05, 2024 and the gap between two consecutive meetings did not exceeded one hundred and twenty days. In accordance with the provisions of Companies Act, 2013, a separate meeting of Independent Directors was held on February 13, 2024.

All Board Meetings / Committee Meetings in financial year 2023-24 were held through Video Conferencing and information as mentioned in Schedule II Part A of the SEBI Listing Regulations have been placed before the Board for its consideration.

The necessary quorum was present throughout, for all meetings. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

29. AUDIT COMMITTEE

The Audit Committee has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Audit Committee comprises of Independent Non-Executive Directors namely, Mr. Kapil Dutta as Chairman, Mr. Ajay Arjit Singh, Ms. Ameeta Verma Duggal and Mr. Punit Beriwala, Executive Director as its members.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

30. COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company and are being set out to deal with specific areas / activities which concern the Company and need a closer review. They are set up under the formal approval of the Board to carry out their clearly defined roles. The Board supervises the execution of its responsibilities by the Committees and is responsible for their actions.

Keeping in view the requirements of the Act as well as the Listing Regulations, the Board has approved the terms of reference of the various committees which set forth the purposes, goals and responsibilities of the Committees. All observations, recommendations and decisions of the Committees are placed before the Board for information and / or for approval.

All decisions / recommendations made by various Board Committees during FY 2023-24 were noted / accepted by the Board.

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholders Relationship and Share Transfer Committee

- Risk Management Committee

- Sexual Harassment Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

The Chairperson of each Committee of the Board, in consultation with the appropriate members of the management determine the frequency and length of the meetings of the Committees and develop the Committees agenda. The agenda of the Committee meetings is shared in advance with all the members of the Committee.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The Company has formulated a Whistle Blower/Vigil Mechanism Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act, 2013 and Regulation 22 of Securities and exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on Companys website at www.vipulgroup.in. Web-link is: http://www.vipulgroup. in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-vigil mechanism-vipul-group-financial-year64dc6f4ee416e.pdf.

The Code provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

32. SAFETY AND HEALTH - PERFORMANCE & INITIATIVES

Safety is a core value for the Company and is given topmost priority. The Company has developed and implemented standards and procedures, in order to achieve world class safety practices. This has helped in establishing a safety culture and inculcating safe behaviour among the employees and business associates. This ensures zero harm to everyone associated with the Companys operations directly or indirectly.

The Company is committed to provide a safe and healthy working environment for its employees and associates. A Company-level occupational health and safety policy exists in line with Vipul groups occupational health and safety policy. This ensures increased vigilance and awareness on health and safety.

33. NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY

The Company has adopted the Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of Section 178 of the Companies Act 2013, is appended as Annexure "D" to this Report.

Neither the Managing Director nor any other Director receives any remuneration (except sitting fees) or commission from any of its subsidiaries except Ms. Vishaka Beriwala as she receives salary being Whole Time Director in the of Wholly Owned Subsidiary of the Company.

- Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a directors appointment or re- appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

- Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the Remuneration Policy of the Company.

The said policy is also available on the Companys website. Web link is: http://www.vipulgroup.in/ assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-vipul- remuneration-policy64dc72696a990.pdf.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 is detailed in Notes to Accounts of the Financial Statements.

The Company has not granted any loan and advances in the nature of loans to any of its subsidiaries/ associates except those which are permitted/exempted under the provisions of the companies Act, 2013.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Particulars of Related Party Transactions entered into by the Company during the year pursuant to Section 188 of the Companies Act, 2013 are given in Annexure "E" to this Report.

In line with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations, 2015, the Company has adopted policy on Materiality of and dealing with related party transactions. The amended Policy can be accessed on the Companys website www.vipulgroup.in. Web link is: http://www.vipulgroup.in/assets/invester-pdf/notice- shareholders-stock-exchange/notice-for-shareholdersstock-exchange-policy-on-materiality-and-dealing- with-related-party-transactions62a9b3bd8613e.pdf.

All Related Party Transactions are placed before the Audit Committee of the Company for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for approval on a quarterly basis.

All related party contracts/arrangements/transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business.

There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company that have a potential conflict with the interests of the Company.

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted the half yearly disclosure of related party transactions to the BSE Ltd and National Stock Exchange of India Ltd.

There was no material contracts or arrangements entered into by the Company with any of the related party, which requires Shareholders/Members approval.

No material Related Party Transactions i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the financial year of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

During FY 2023-24, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to Remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended herewith as "Annexure F(I)" to this Report.

In terms of the Provisions of Sections 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and the other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is appended herewith as "Annexure F(II)" to this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection by the Members through electronic mode. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

37. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, in order to provide a safe and healthy work environment free of any hassles and all kinds of harassment including sexual harassment and to prevent and redress such harassment complaints, the Company has in place Prevention and Redressal of Sexual Harassment at Workplace Policy. This policy applies to all employees of the Company, its group companies. Any complaints about harassment shall be treated under this Policy. This Policy is not confined to the actual working place of the employees in the sense of the physical space in which paid work may be performed as per the prescribed duty hours but also includes any place visited by the employee arising out of or during the course of employment.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. An Internal Complaints Committee has been set up to redress complaints regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received by internal committee, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013.

A report under Section 21 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Rule 14 of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Rules, 2013 on complaints was as under:-

(a) number of complaints of sexual harassment received in the year	: NIL
(b) number of complaints disposed off during the year	: NIL
(c) number of cases pending for more than ninety days	: NIL
(d) number of workshops or awareness programme against sexual harassment carried out	: NIL
(e) nature of action taken by the employer or District Officer	: NA

38. DIVERSITY AND INCLUSION

The Company believes that Diversity, Equity and Inclusion in the workplace, nurture innovation by leveraging the variety of opinions and perspectives from employees who come from varied backgrounds. The Company has organized a series of sensitisation and awareness campaigns, to help create an open mind and culture. The network of Women@Work and the Diversity Council has widened to location councils as we move along the journey. Women development and mentoring programme have increased, with clear focus on nurturing their career journeys, to help the Company build a pipeline of diversified leaders in near future.

39. RISK MANAGEMENT POLICY

The Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Through an Enterprise Risk Management Program, the business units and the corporate functions address their short term, medium term and long terms risks. The Audit Committee has additional oversight in the area of financial risks and controls. The development and implementation of risk management policy has been covered in the Report on Corporate Governance and Management Discussion and Analysis Report, which forms part of this Annual Report. There is no major risk, which may threaten the existence of the Company.

The objective of risk management at the Company is to protect shareholders value by minimizing threats or losses, and identifying and maximising opportunities. An enterprise-wide risk management framework is applied so that effective management of risk is an integral part of every employees job.

The Risk Management Policy of the Company is in place. The Companys risk management strategy is integrated with the overall business strategies of the organization and is communicated throughout the organisation. Risk management capabilities aide in establishing competitive advantage and allow management to develop reasonable assurance regarding the achievement of the Companys objectives. The annual strategic planning process provides the platform for identification, analysis, treatment and documentation of key risks. It is through this annual planning process that key risks and risk management strategies are communicated to the Board. The effectiveness of risk management strategies is monitored both formally and informally by management and process owners. There is no major risk which may threaten the existence of the Company.

40. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 202324.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed code along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the Profit of the Company for the year ended on that date;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis; and

e. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

41. Electronic Communication

As a responsible corporate citizen, the Company supports the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to shareholders at their e-mail address registered with the Depository Participants and Registrar & Transfer Agent.

To support the Green Initiative and in compliance of Rule 18 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Members who have not yet registered their email addresses or want to update a fresh email id are requested to register the same with their Depository Participant in case the shares are held by them in electronic form and with Companys RTA in case the shares are held by them in physical form for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Further, In compliance with the General Circulars No. 14/2020 dated April 08, 2020, No. 17/2020 dated April 13, 2020, in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013", No. 20/2020 dated May 05, 2020, No. 02/2021 dated January 13, 2021, No. 21/2021 dated December 14, 2021, No. 02/2022 dated May 05, 2022, No. 10/2022 dated December 28, 2022 and the latest being 09/2023 dated September 25, 2023, in relation to "Clarification on holding of Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio Visual Means (OAVM)", issued by the Ministry of Corporate Affairs (collectively referred to as MCA Circulars), the Company is convening the 33RD Annual General Meeting (AGM) through Video Conferencing (VC)/Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. Further, Securities and Exchange Board of India (SEBI), vide its Circulars No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/DDHS/P/CIR/2022/0063 dated May 13, 2022, SEBI/HO/CRD/PoD-2/P/CIR/2023/4 dated January 05, 2023 and SEBI/HO/CFD/CFD- PoD-2/P/CIR/2023/167 dated October 07, 2023 (SEBI Circulars) and other applicable circulars issued in this regard, Notice of the AGM along with the Integrated Annual Report 2023-24 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories/ RTA, unless any Member has requested for a physical copy of the same.

43. OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

44. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

- There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

- There has been no change in the nature of business of the Company.

45. ACKNOWLEDGEMENT

The Board acknowledge with gratitude the co-operation and assistance provided to your Company by its bankers, financial institutions, government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company and its subsidiaries during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support. Your Directors are thankful to members for their continued patronage.

The Directors are thankful to the Government of India, the various ministries of the State Governments, Haryana Real Estate Regularity Authority, communities in the neighbourhood of our operations, municipal authorities of Gurugram, and local authorities in areas where we are operational in India; as also partners, governments and stakeholders in international geographies where the Company operates, for all the support rendered during the year under review.

Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is.

	For & on behalf of the Board of Vipul Limited
	sd/-	sd/-
	Punit Beriwala	Sanjay Sood
	Managing Director, CEO & CFO	Director
Place: Gurugram	DIN : 00231682	DIN : 01075959
Date: July 12, 2024