Rights, preferences and restrictions attached to equity shares

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The holders of equity shares are entitled to receive dividends as declared from time to time. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Security for the above is as follows:

1. Hypothecation of entire current assets of the party, stock of shrimp and other seafood materials in trade including shrimp feed, any other materials acceptable to the bank and also hypothecation of book debts arising out of trade(upto 90 days).

2. Stock of shrimps in various life stages under cultivation financed by the bank, stock of feed, medicine, any other accessories/ materials for shrimp culture and book debts created out of bank loan.

3. Charge on the aquafarm where the cultivation is proposed, viz, 16.16 acres of aquafarm in Vaipar Village S No 7,5,15/2,15/1,16,4/2,19,14,16 Vilathikulam Taluk, Tuticorin Dt valued at Rs. 1.61 cr by AV T Murugesan dt 21.11.16

4. Book Debts present and future arising out of genuine trade sanctions,upto a period of 90 days

15.1 Secured Borrowings referred above to the extend of:

1. Non-Convertible Debentures

Rs.25 Crore are secured by hypothecation of immovable property, 103.50 ares of land situated at Rayimel Desom, Puthuvaassery Kara,Chengumandu Village,Aluva Taluk, Ernakulam District, Re.SY.NO.247/10.Out of the 25 Crores only Rs.5.6552 Crores are issued on private placement basis.

2. Term Loan

( i )Gurantee given by Mr Shaji Baby John,Mr Baby John Shaji and Mrs Rita Baby John ( ii )Corporate Gurantee given by M/s.King Propex Ventures Ltd.

(iii) Charge over entire present and future current assets of the Company.

Gurantee coverage from National Credit Guarantee Trutee Company

(iv) Hypothecation of the vehicle Kia Carnival 8AT Limousine.

"The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised in the balance sheet."

The Company's objective for capital management is to maximise share holder value, safeguard business continuity and support the growth of the company. The Company determines the capital requirement based on annual operating plans and long term and other strategic investment plans. The funding requirements are met through a mixture of equity, internal fund generation and borrowed funds. The Company's policy is to use short term and long term borrowings to meet anticipated funding requirements.

Fair Value Measurements Fair Value Hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Note:

The carrying amount of trade receivables, trade and other payables and short term loans are considered to be the same as their fair value due to their short term nature

Loans, Borrowings are at the market rates and therefore the carrying value is the fair value For amortised cost instruments, carrying value represents the best estimate of fair value.

Note - 35.5

Financial Risk Management Policy

Financial Risk Management Objective and Policies:

The Company's principal financial liabilities comprise of loans and borrowings, trade and other payables and advances from customers. The main purpose of these financial liabilities is to finance the Company's operations, projects under implementation and to provide guarantees to support its operations. The Company's principal financial assets include Investment, loans and advances, trade and other receivables and cash and bank balances that derive directly from its operations. The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market Risk

Market risk is the risk that the fair value of future cash flows of financial assets will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk. Financial Assets affected by market risk include loans and borrowings and deposits.

Foreign Currency Risk

The Company's functional currency is Indian Rupees. The company undertakes transactions denominated in foreign currencies, consequently,exposure to exchange rate fluctuations arise.Foreign Currency Risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities(when revenue or expense is denominated in a foreign currency).

Foreign currency risk of the company is managed through a properly documented risk management policy approved by the board.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's short term debt obligations with floating interest rates.

Credit Risk Management

Credit Risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to a credit risk from its operating activities( primarily trade receivables and advances to suppliers) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Liquidity Risk Management

Liquidity risk refers to the risk of financial distress or extraordinary high financing costs arising due to shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and requiring financing. The Company requires funds both for short term operational needs as well as for long term capital expenditure growth projects. The Company generates sufficient cash flow for operations, which together with the available cash and cash equivalents and short term investments provide liquidity in the short-term and long-term.

Note - 35.6

Disclosures Pursuant to Section 186(4) Of The Companies Act,2013

The Company has not made any investment or given any loan or guarantee as covered under Section 186 of Companies Act,2013.

Note - 35.7

Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

Clause 22 of Chapter V of the Micro, Small and Medium Enterprises Development Act, 2006, require following additional information in the Annual Statement of Accounts

(i) Principal amount remaining unpaid to any supplier at the end of the accounting year - Nil

(ii) Interest due thereon remaining unpaid to any supplier at the end of the accounting year - Nil

(iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day - Nil

(iv) The amount of interest due and payable for the year - Nil

(v) The amount of interest accrued and remaining unpaid at the end of the accounting year - Nil

(vi) The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid - Nil

Company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 to meet the above mentioned disclosure requirements the and hence disclosures if any, required under the said Act have not been given.

Note 35.8

There was no dividend remitted in foreign currency during the year ended March 31, 2023 and March 31, 2022.

No proceedings have been initiated against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder in the financial year ended March 31, 2023 and March 31, 2022.

Note 38.2 Wilful Defaulter

The Company has not been declared a wilful defaulter by any bank or financial institution or other lender in the financial year ended March 31, 2023 and March 31, 2022.

Note 38.3 Relationship with struck off Companies

The Company has no transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

Note 38.4 Registration of charges or satisfaction with Registrar of Companies (ROC)

All charges or satisfaction are registered with ROC within the statutory period for the financial year ended March 31, 2023 and March 31, 2022. No charges or satisfaction are yet to be registered with ROC beyond the statutory period.

Note 38.5 Compliance with number of layers of companies.

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of layers) Rules, 2017 for the financial year ended March 31, 2023 and March 31, 2022.

Note 38.6 Compliance with approved scheme(s) of arrangements

The Company has not entered into any Scheme of Arrangements which requires the approval of the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013 for the financial years ended March 31, 2023 and March 31, 2022.

Note 38.7 Disclosure under Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note 38.8 Undisclosed income

The company does not have any transaction which is not recorded in the books of accounts but has been surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961.

Note 38.9 Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the financial years ended March 31, 2023 and March 31, 2022.

Figures in brackets denote negative figures.

Note 39.2

Balance shown under Trade Receivables, Trade Payables and Advances for Projects are subject to confirmation and consequent reconciliation, if any

Note 39.3

The company has opted to exercise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Act, 2019.Accordingly, the Company has recognised provision for Income Tax for the year ended on March 31, 2023 and remeasured its deferred tax assets/liability on the basis of the rates prescribed in the said section.

Note 39.4

Previous year's figures have been regrouped/rearranged, wherever necessary to confirm to current year's classification/disclosure.

Note - 40

Ind AS 108 - Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available that evaluated regularily by the Chief Operating Decision Maker, in deciding how to allocate resources and assessing performance. The Company's chief operating decision maker is the Managing Director.

Segment information

The Company has identified business segments as its reportable segments. Business segments comprise Infrastructure Division and Aquaculture.

Infrastructure Division: Company is interested in creating infrastructure for projects in the key sectors of integrated life spaces, logistics, warehousing, hospitality, healthcare, education and clean energy.

Aquaculture Division: The division is primarily engaged in processing of seafood products that meet global food safety standards

Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses.

Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Property, plant and equipment that are used interchangeably amongst segments are not allocated to reportable segments.