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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 533160ISIN: INE879I01012INDUSTRY: Realty

BSE   ` 214.90   Open: 222.60   Today's Range 213.70
229.50
-14.20 ( -6.61 %) Prev Close: 229.10 52 Week Range 69.50
284.95
Year End :2023-03 

6.1 The Company has pledged its investment of 9,998 (Previous Year: 9,998) equity shares in Goregaon Hotel and Realty Private Limited in favour of Reliance Commercial Finance Limited which sanctioned a Term Loan of Rs. 12,098 lacs to the said subsidiary in the earlier years (Refer Note No. 43(v)).

6.2 The Company has pledged its investment of 435,600 (Previous Year: 435,600) equity shares of Neelkamal Realtors Suburban Private Limited, in favour of Edelweiss Housing Finance Ltd and ECL Finance Ltd which provided term loans to the said subsidiary company in the earlier years. The said loan has been fully repaid in earlier years and release of pledged investment is in process.

In the earlier years, the Company has made provision for impairment of investments for Rs 940.42 lacs considering fair valuation and losses in existing project of said subsidiary.

6.3 The Company has pledged its investment of 19,03,398 (Previous Year: 19,03,398) equity shares of MIG (Bandra) Realtors and Builders Private Limited, in favour of HDFC which sanctioned a Term Loan of Rs. 1,10,000 lacs to the said Subsidiary in the earlier years. (Refer Note No. 43(iii))

Further, the Company has pledged its same investment of 19,03,398 (Previous Year: 19,03,398) equity shares of MIG (Bandra) Realtors and Builders Private Limited with IDBI Trusteeship Services Limited, in favour of HDFC which sanctioned a term loan of Rs. 1,30,000 lacs to the Adani Goodhomes Private Limited and pledged 19,03,400 (Previous Year : 19,03,400) equity shares of said subsidiary in favour of Adani Goodhomes Private Limited which granted term loan of Rs. 57,500 lacs to the said subsidiary in the previous year (Refer Note 43 (D) (vii)) & (xii)).

6.4 The Company has pledged its investment of 986,618 (Previous Year: 986,618) equity shares of Neelkamal Realtors Tower Private Limited, a subsidiary company in favour of Yes Bank which provided term loan of Rs. 35,000 lacs to the said subsidiary in the earlier year. The said loan has been fully repaid in the earlier years and release of pledged investment is in process. In the previous year, the Company purchased the 15,02,645 equity shares of Neelkamal Realtors Tower Private Limited for an amount of Rs. 1,906.22 lacs. On account of such acquisition of equity shares, the said entity became wholly owned subsidiary company of the Company.

6.5 In the previous year, the Company had pledged its investment of 4,900 equity shares of Pandora Projects Private Limited, and the Company's right, title, interest, benefit, claims and demands in respect of Partnership interest in Turf Estate Joint Venture LLP for issue of Listed Secured Rated Non-convertible Debentures 16.54% listed secured (NCD) of Rs. 52,500 lacs by the Pandora Projects Private Limited in favour IDBI Trusteeship Services Limited (Refer Note 43(vii)) Subsequent to the year end, the said listed secured Non-convertible Debentures has been redeemed by IDBI Trusteeship Services Limited Company before it's maturity also the Company has received No Dues Certificate from the IDBI Trusteeship Services Limited which also states that the above pledged investment now stands released.

6.6 (a) During June 2018, the Company has given interest free deposit of Rs 10,000 lacs for 2 years to Goregaon Hotel & Realty Private

Limited which has been initially recognised as financial asset i.e. deposit. Consequent to the same, Rs 2,568.37 lacs has been added to Investment which is difference between actual deposit amount and fair rate of deposit. In the previous year, Goregaon Hotel & Realty Private Limited repaid the deposit amount and the Company has impaired such fair value impact of Rs. 2,568.37 lacs from the investment.

(b) During June 2018, the Company has given interest free deposit of Rs 7,000 lacs for 2 years to Neelkamal Shantinagar Properties Private Limited which has been initially recognised as financial asset i.e. deposit. Consequent to the same, Rs 1,798.86 lacs has been added to Investment which is difference between actual deposit amount and fair rate of deposit. In the previous year, Neelkamal Shantinagar Properties Private Limited repaid Rs. 775 lacs of deposit amount and the Company has impaired such fair value impact of Rs. 1,798.86 lacs from the investment. Further during the year company has repaid the balance deposit amount.

6.7 10.50% Redeemable Cumulative Preference shares are redeemable at any time on or after expiry of 3 years from the date of allotment i.e. 07.11.2005 for 1,000,000 shares and 08.12.2005 for 50,000 shares, but not later than 20 years from the date of allotment. Further, the Board of Directors of Neelkamal Realtor Suburban Private Limited shall, at its absolute discretion, decide the time of redemption after the expiry of 3 years, whether to be redeemed fully or partially, in one or more lots but in not more than three yearly installments.

6.8 The Company is holding 70,000 number of Secured Compulsory Convertible Debentures (CCDs) of Rs. 100 each aggregating to Rs. 70.00 lacs in the N. A. Estate Private Limited (subsidiary company). The debentures were required to be converted into equity shares by September 20, 2021. Due to no business activities and liquidity crisis, the tenure of conversion has been extended to another 3 years i.e. upto September 20, 2024. Except extension of tenure of conversion of CCDs for a period of 3 years, all other terms and conditions will remain unchanged and will be subsisting and binding on the said subsidiary company.

6.9 Subsequent to year end, the Company has executed securities purchase agreement and deed of transfer of partnership Interest for proposed disinvestment of its entire holding / interest in two joint ventures of the Company i.e. Prestige (BKC) Realtors Pvt Ltd and Turf Estate Joint Venture LLP for a consideration of Rs. 97,870 lacs and Rs. 19,779 lacs, respectively. This transaction is subject to completion of condition precedent to the said agreement / deed of partnership and accordingly accounting treatment for divestment will be given on completion of the transaction.

6.10 During the year, the Company has acquired remaining 9% stake (i.e. 12.60 lakhs equity shares) in DB Man Realty Limited and 26% stake (i.e. 0.03 lakhs equity shares) in Spacecon Realty Private Limited as a result these entities have become wholly owned subsidiaries of the Company.

6.11 During the year, the Company has pledged its investment of 10,000 (Previous Year: Nil) equity shares in Real Gem Buildtech Private Limited in favour of Housing Development Finance Corporation Limited (HDFC Limited) which sanctioned a Term Loan of Rs. 30,000 lacs. (Refer Note No 43.2D (xi)).

6.12 The Company is holding 75,600 equity shares (50.40%) of the face value of Rs. 100/- each in one of its subsidiaries ‘Royal Netra Constructions Private Limited (RNCPL).

The board has approved the proposal for amalgamation of Platinum Corp Affordable Builders Private Limited (“Transferor Company”) and Royal Netra Constructions Private Limited (“Transferee Company”) and their respective shareholders (“Scheme”) under composite scheme of amalgamation and arrangement under sections 230 to 232, section 66 and other applicable provisions of the Companies Act, 2013, subject to the approval of National Company Law Tribunal (“NCLT”). No accounting treatment has been given in the books pending the said approval.

6.13 During the year, the Company has made an impairment provision of Rs. 722.21 lacs (Previous year: Rs. 20,954.36 lacs) with respect to investments in subsidiaries, associates and joint ventures. The assessment was made based on the future estimates of profitability and cash flows from the projects undertaken by the said entities. The impairment loss is charged to Profit and Loss account in other expenses (also refer note 36). The key assumptions in the impairment test included the future realisable value of the underlying assets and the timing of their disposal.

6.14 In the previous year, the Company has made an impairment provision of Rs. 20,954.36 lacs with respect to investments in subsidiaries, associates and joint ventures. The assessment was made based on the future estimates of profitability and cash flows from the projects undertaken by the said entities. The impairment loss is charged to Profit and Loss account in other expenses (also refer note 36). The key assumptions in the impairment test included the future realisable value of the underlying assets and the timing of their disposal.

6.15 During the year, company has acquired additional stake in the Great View Buildcon Private Limited and hence the same has become a subsidiary company w.e.f. May 10, 2022 (Till May 9, 2022, Great View Buildcon Private Limited was a joint venture of the Company).

6.16 Upon transition to Indian Accounting Standards, the Company has opted to recognised the investment in the preference shares of Neelkamal Realtors Tower Private Limited (subsidiary company) and debentures of the N.A. Estate Private Limited (subsidiary) at fair value through profit and loss.

7.1 During the year, the Company has carried out fair valuation exercise with respect to investment in Marine Drive Hospitality and Realty Private Limited (MDHRPL) and based on the valuation report from independent valuer (also refer note 43.1) including / after considering potential impact of undertaking given by MDHRPL to company towards the corporate guarantee given by the company to one of the lender of the Wholly owned subsidiary (WOS) of MDHRPL. The fair value gain / fair value on the unwinding of the financial instrument measured at amortised cost of Rs 6,210.72 lacs (restricted to Rs 47,304.50 lacs as against amount of Rs 53,515.23) has been accounted considering the said valuation as mentioned above. Total income recognised on unwinding of the financial instrument is Rs 6,210.72 lacs and the fair value loss recognised in OCI for instruments measured at FVTOCI is Rs 3,764.76 lacs. The corresponding deferred tax assets created on the impairment loss provided in the earlier years has also been reversed amounting to Rs. 1,291.83 lacs upon unwinding of instruments recognised through statement of profit and loss and Rs 783.07 lacs with respect to instruments recognised through OCI .

7.2 2,470,600 (Previous Year: 2,470,600) shares of Series A 0.002% Redeemable Optionally Convertible Cumulative Preference Shares

("ROCCPS”) and 29,415 (Previous Year: 29,415) shares of Series C 0.002% ROCCPS of MDHRPL which are held by the Company have been handed over to Enforcement Directorate (ED) under PMLA case in earlier year (Refer Note No. 51).

7.3 In the earlier years, the Company had pledged its investment of 74,443 (Previous year :74,443) shares of Cumulative Redeemable Convertible Preference Shares ("CRCPS”), 188,215 (Previous year : 188,215) shares of Series C 0.002% ROCCPS and 92,600 (Previous year : 92,600) shares of 0.002% Series D of ROCCPS of MDHRPL in favour of ECL Finance Limited, Edelweiss Finance Private Limited and Beacon Trusteeship Limited which provided term loan of Rs. 34,000 lacs, 8,000 lacs and 14,500 lacs to MDHRPL (Refer Note 43 (x)).

7.4 Note on investment of the Company in Marine Drive Hospitality and Realty Private Limited (MDHRPL):

a) With respect to 24,70,600 numbers of Redeemable Optionally Convertible Cumulative Preference Shares (‘ROCCPS') Series A, 2,17,630

numbers of ROCCPS Series C and 74,443 numbers of Cumulative Redeemable Convertible Preference Shares (‘CRCPS') of MDHRPL held by the Company aggregating to Rs. 82,847.41 lacs, management of the Company has decided not to opt for conversion of aforesaid shares during the year.

b) Pursuant to resolution passed in the annual general meeting of the Company and the consent of the board of director of MDHRPL, 92,600 numbers of Compulsory Convertible Cumulative Preference Shares (‘CCCPS') - Series C of MDHRPL aggregating to Rs. 13,334.06 lacs has converted into 92,600 Series D of ROCCPS during the year. The Company has decided not to opt for conversion of aforesaid shares.

9.1 Security deposits to parties includes Rs. 2,257.95 lacs (disclosed under note 9 Rs. 781.90 lacs, note 12 Rs. 803.55 lacs, note 20 Rs. 672.50 lacs) [Previous Year: Rs. 2,504.29 lacs (disclosed under note 8 Rs. 180 lacs, note 9 Rs. 913.24 lacs, note 12 Rs. 738.55 lacs and note 20 Rs. 672.50 lacs] given to the various parties for acquisition of development rights. The Company or land owner is in process of obtaining necessary approvals with regard to the said properties and the said properties are having current market value significantly in excess of their carrying values and are expected to achieve adequate profitability on substantial completion of these projects.

10.1 The Company has recognized net deferred tax asset on changes in fair value of financial instrument aggregating to Rs 9,214.48 lacs in the earlier years. In the opinion of the management, there is a reasonable certainty as regards utilization / reversal (consequent to potential increase in fair value in future) of the said deferred tax assets. The Company has not recognised deferred tax assets of Rs. 7,953.03 lacs (Previous Year: Rs. 6,493.93 lacs) on unabsorbed depreciation and carry forward losses on prudence basis. No provision for tax is required to be made in absence of taxable profit in the current year (Also refer note 37.2).

12.1 There are no security deposits & loans and advances due by directors or other officers of the Company or any of them either severally or jointly with any other persons or amounts due by firms or private Companies respectively in which any director is a partner or a director or a member.

12.2 During the year, the Company has entered in Memorandum of Understanding (MOU) dated 4th April 2022 and accordingly given an advance of Rs. 480 lacs to various parties for purchase of additional stake in three associate companies of the group. Post acquisition, said associate companies will become the wholly owned subsidiaries of the company.

13.1 All projects are under initial stage of development & expected to have net realisable value greater than the cost based on initial plans and projections (Independent valuation was carried out by the Company in respect of some of its major projects).

13.2 In respect of real estate projects (Construction work in progress) aggregating to Rs. 34,098.04 lacs stage of completion, projections of cost and revenues expected from project and realization of the construction work in progress / advances have been determined based on management estimates which are being relied upon by the auditors. In respect of real estate project (Construction work in progress) which are at initial preparatory stage [i.e. acquisition of land / development rights], realization of the construction work in progress and advances for project / compensation has been determined based on management estimates of commercial feasibility and management expectation of future economic benefits from the project. These estimates are reviewed periodically by management and revised whenever required. The consequential effect of such revision is considered in the year of revision and in the balance future period of the project. These estimates are dynamic in nature and are dependent upon various factors like eligibility of the tenants, changes in the area, approval and other factors. Changes in these estimates can have significant impact on the financial results of the Company and its comparability with the previous year,

14.2 Real Gem Buildtech Private Limited (a wholly owned subsidiary Company of the Parent Company, hereinafter referred to as “WOS”) has during the year ended March 31,2019 filed a Scheme with National Company Law Tribunal (NCLT) whereby it has proposed to transfer all of its assets and liabilities pertaining to Identified Project Undertaking, being “DB Crown” Project on going concern basis as a Slump Sale to Kingmaker Developers Private Limited (“KDPL”). Pursuant to the above application, the NCLT passed certain directions vide order dated November 5, 2019. However, the Company could not comply with the said directions under the above order on account of various reasons including COVID-19. The management is proposing to file an application for reissuance of the above directions. The Company has obtained a legal opinion which confirms that the Company can make such an application for reissuance of the above directions. The management is hopeful that upon filing of new application, it will secure reissuance of the directions from NCLT and in due course of time, the Scheme filed by the Company shall be approved by the NCLT. The impact in the books of accounts of the Company on account of disposal of the Project Undertaking on a Slump Sale basis will be made in the year in which the approval is accorded to the Scheme by NCLT, including the gains, contingent gains and the income-tax thereon. Further, the said WOS has shown its assets and liabilities relating to project undertaking as assets held for sale and liabilities pertaining to disposal group in accordance with Ind AS 105 - “Non-Current Assets Held for Sale”. There is no development in the matter as compared to the previous year. Considering the above fact, the investment in the said subsidiary is shown in the current investment.

21.4 The Company has paid up capital in the form of 71,755,740 8% Redeemable Cumulative Preference Shares of Rs. 10/- each which have been considered as part of “Borrowings” in accordance with the requirement of IND AS 32.

21.5 In the previous year, the Company had allotted 25,75,00,000 warrants convertible into equity shares on preferential basis upon payment of 25% of total issue price and raised Rs. 38,604.56 lacs. One of the objectives of raising warrants was to reduce debt and meet funding requirements of the Company, its subsidiaries, JVs and partnership firms in which the Company is a partner. The said warrants entitle the allottees to apply for and be allotted equal number of equity shares for each warrant held on payment of balance 75% of the issue price amounting to Rs. 115,813.69 lacs within 18 months from the date of allotment of the warrants.

Some of the allottees exercised their conversion option and had converted 1,58,00,000 warrants into equity shares during the previous year upon payment of balance 75% of the issue price on such warrants aggregating to Rs. 5,113.28 lacs. The Company had also received the listing approval from recognised stock exchanges for the listing of 1,58,00,000 shares during the year.

Further, during the year ended March 31, 2023, 9,30,96,000 warrants have been converted into equity shares on exercise of conversion option by promoter allottees and other investors upon payment of 75% of issue price of such warrants aggregating to Rs. 35,574.65 lacs. The Company had also received the listing approval from recognised stock exchanges for the listing of 8,42,96,000 shares during the year. For the remaining 88,00,000 warrants converted into equity shares, the Company has filed an application for listing approval with the recognised stock exchange for issue of such shares and the approval for the same is received subsequent to the year end. As on March 31,2023, and the Company has cash and cash equivalent of Rs. 1,535 lacs which is unutilized (including Rs. Nil kept in a separate bank account of the Company).

Additionally, Rs 20.38 lacs has been received as advance towards balance share warrants which are to be converted.

21.8 In accordance with Employee Stock Option Plan scheme, the Company has granted 32.25 lac equity options to its employees (including the employees of its subsidiaries, associates and joint ventures) at an exercise price of Rs. 41.45 per equity share during the current year. Accordingly, the same has been accounted as per ‘Ind AS 102 - Share Based Payment' (Refer Note 36.4).

22.1 Capital Reserve

Capital Reserve was created on account of merger of Gokuldham Real Estate Development Company Private Limited (erstwhile subsidiary) into the Company in the earlier year.

22.2 Securities Premium Reserve

Securities Premium Reserve is used to record premium on issue of shares. The reserve can be utilised as per the provisions of the Act.

22.3 Retained Earnings

Retained Earnings represent the surplus/ accumulated earnings of the Company and are available for distribution to shareholders.

22.4 Other Comprehensive Income

Other Comprehensive Income consists of income that will not be reclassified to Profit and Loss

22.5 Money received against share warrants

Money received against share warrants consist of 25% upfront money received against issue of preferential convertible warrants pending for conversion into equity shares.

23.1 Rights, preferences and restriction attached to shares Preference Shares:

(i) The Non-Convertible Non-Cumulative Redeemable Preference Shares shall carry coupon rate of 8% per annum, if declared. The said shares originally shall be redeemed at par at the end of the five years from the date of allotment, February 06, 2016.

Further the company has extended the tenure of redemption of preference shares upto the period of five (5) years from the date of its maturity

i.e. February 05, 2021 (“Due Date”) till February 5, 2026 or anytime earlier as may be mutually decided by between the Company and the shareholders. The preference shares have no other rights attached except dividend if any declared.

25.1 The Company has utilised the funds raised from banks and financial institutions for the specific purpose for which they were borrowed in the earlier year.

25.2 The loan taken from ICICI Bank Limited was received for the purpose of financing the cost of constructions of the project DB Skypark, Sahar, Andheri - East a joint venture in which the Company is a venturer and carries floating effective interest rate of 13.35%- 13.75% p.a. linked to I-Base, payable monthly. The loan was repayable in 12 quarterly instalments commencing from April 1,2016.

Till previous year, there was a default in repayment of said loan (default interest amount of Rs. 1,672.36 lacs (fully provided) since July 2017 and default principal amount of Rs. 1,645.92 lacs).

Further during the year, the Company has repaid the entire outstanding principal amount under restructuring & settlement proposal and the unpaid interest amount has converted into funded interest bearing term loan which will be repaid over 24 months from 1st April 2022 (including moratorium period of 6 months). The said funded interest-bearing term loan will carry floating rate of Interst at I-Base 4.5% p.a payable at monthly rests.

The said loan has been reclassified into current maturities of long term debts. The loan is secured by :-

1. Exclusive charge on the land situated at project of one of the subsidiaries, DB Skypark, Sahar, Andheri East which is a property of coventurer (Eversmile Construction Company Pvt Limited) including all the structures thereon both present and future.

2. Exclusive charge by way of registered mortgage/equitable mortgage / escrow mechanism on the future Scheduled Receivables of the Project DB Skypark and all insurance proceeds, both present and future.

3. Exclusive charge by way of registered mortgage on security of all rights, title, interest, claims, benefits, demands under the Project DB Skypark documents both present and future.

4. Exclusive charge by way of registered mortgage/hypothecation on the Escrow Account of the Project DB Skypark and the DSR Account all monies credited/deposited therein (in whatever form the same may be). and all investments in respect thereof (in whatever form the same may be);

5. First pari-passu charge over Bacchuwadi property, Mumbai Central.

6. Corporate guarantee from YJ Realty & Aviation Pvt Limited backed by first pari-passu charge over Dynamix Mall, Juhu.

7. Corporate guarantee from Milan Theatres Pvt Limited.

8. Personal Guarantee of one of the Managing Directors.

25.3 The loan taken from Reliance Home Finance Limited was received for general purpose and carried interest rate of 18% p.a. Loan was repayable in 24 months with bullet repayment on March, 2019. Interest to be paid annually. The Managing Directors of the Company are coborrowers along with the Company. The loan was reclassified into current maturities of long term debts during FY 2018-19. The said loan is secured by:

1. An exclusive charge on the project land of Orchid Golf View at Pune situated at S.No. 191A/2A/1/2, Plot No.2 Yerwada, Pune. together with all buildings and structures thereon, both present and future.

2. An exclusive charge on the scheduled receivables under the documents entered into with customer by the Borrower, all such proceeds both present and future.

3. An exclusive charge over all rights, titles, interest claim, benefits, demands under the project documents both present and future.

4. An exclusive charge on TDR - transferable development rights till the same is loaded on the project.

5. Personal Guarantee of both the Managing Directors.

25.4 During the year, Reliance Home Finance Limited has submitted an application with Hon'ble High Court of Bombay against the Company for repayment of Rs. 19,364.00 lacs (principal along with interest till March 31,2022).

25.5 The Company has not provided for interest on loan from one of the financial institutions amounting to Rs. 3,270.21 lacs pertaining to year ended March 31,2023 (previous year Rs. 3,270.21 lacs), considering the ongoing discussions / negotiations with lenders as regards to one time settlement. Also refer note no. 25.3.

25.6 The loan of Rs. 200 lacs taken from Reliance Commercial Finance Limited was received for general corporate purpose and carried interest rate of 18% p.a.in earlier year. Loan was repayable in 24 Months with bullet repayment on December 2018. Interest to be paid annually. The Managing Directors of the Company are co-borrowers along with the Company. The loan was reclassified into current maturities of long term debts during the FY 2018-19.

Till previous year, there was a default in repayment of said loan (default interest amount of Rs. 341.77 lacs (excluding non-provision of Interest) since December 2017 and default principal amount of Rs. 200 lacs since December 2018).

During the year, the Company has entered into one-time settlement with one of the financial institutions subject to the compliance with the payment terms. As per the said settlement, the Company is required to pay Rs. 341.00 lacs (plus interest @ 14% on outstanding amount from 1st April 2023) upto 31st January 2025 as per repayment schedule specified therein. Additionally, the write-back / difference (if any) between the original loan amount plus accrued interest upto the date of settlement and the revised amount payable would be accounted in the period in which the condition of settlement arrangement is met.

Further, the Company has requested for extension of time for the installment due on 31st March 2023 from the lender which has been in principle agreed by the lender subject to execution of necessary addendum settlement agreement which is in the process of being executed.

The said loan is is secured by :-

1. An exclusive charge on the project land of Orchid Golf View Park S.No. 191A/2A/1/2, Plot No.2 at Yerwada, Pune. together with all buildings and structures thereon, both present and future.

2. An exclusive charge on the scheduled receivables under the documents entered into with customer by the Borrower, all such proceeds both present and future.

3. An exclusive charge over all rights, titles, interest claim, benefits, demands under the project documents both present and future.

4. An exclusive charge on TDR - transferable development rights till the same is loaded on the project.

25.7 The loan of Rs. 10,705 lacs taken from Reliance Commercial Finance Limited was received for general corporate purpose and carried interest rate of 15% p.a. Loan was repayable in 24 Months with bullet repayment on March 2020. The Managing Directors of the Company are coborrowers along with the Company. Interest to be paid at the end of the loan tenure. The loan was reclassified into current maturities of long term debts during the FY 2018-19.

Till previous year, there was a default in repayment of said loan (default interest amount of Rs. 10,719.36 lacs (excluding non-provision of Interest) since March 2020 and default principal amount of Rs. 10,705 lacs since March 2020).

During the year, the Company has entered into one-time settlement with one of the financial institutions subject to the compliance with the payment terms. As per the said settlement the Company is required to pay Rs. 18219.00 lacs (plus interest @ 14% on outstanding amount from 1st April 2023) upto 31st January 2025 as per repayment schedule specified therein. Additionally, the write-back / difference (if any) between the original loan amount plus accrued interest upto the date of settlement and the revised amount payable would be accounted in the period in which the condition of settlement arrangement are met.

Further, the Company has requested for extension of time for the installment due on 31st March 2023 from the lender which has been in principle agreed by the lender subject to execution of necessary addendum settlement agreement which is in the process of being executed.

The said loan is secured by :-

1. An exclusive charge on the project land of Orchid Golf View Park S.No. 191A/2A/1/2, Plot No.2 at Yerwada, Pune. together with all buildings and structures thereon, both present and future.

2. An exclusive charge on the scheduled receivables under the documents entered into with customer by the Borrower, all such proceeds both present and future.

3. An exclusive charge over all rights, titles, interest claim, benefits, demands under the project documents both present and future.

4. An exclusive charge on the escrow account, all monies credited/deposited therein & all investments in respect thereof (in whatever form

they may be).

5. Hypothecation of future receivables from sale of proposed residential development project Orchid Golf View Park S.No 191A/2A/1/2, Plot No 2 at Yerawada, Pune

6. An exclusive charge on TDR - transferable development rights till the same is loaded on the project.

7. Registered Mortgage of Residential development Project Orchid Golf View Park S.No. 191A/2A/1/2, Plot No.2 at Yerwada, Pune

8. Personal Guarantee of both the Managing Directors.

25.8 In the earlier year, Reliance Commercial Finance Limited has submitted an application to initiate corporate insolvency resolution policy with National Company Law Tribunal (NCLT) against the Company for principal amount of Rs. 200.00 lacs and Rs. 10,705.00 lacs and interest amount (along with other charges) of is Rs. 171.30 lacs and Rs. 2,833.16 lacs as on January 3, 2020 respectively.

Further, during the year, persuant due to OTS entered between the Company and lender for the settlement of said loan as mentioned in note no. 25.6 and 25.7, the lender has withdrawn the application filed with NCLT against the Company and accordingly NCLT has passed an order dated 7th March 2023 to allow withdrawal of said application.

However, as per OTS, in case of failure of fullfilling the terms of said OTS agreement or failure to meet payment terms under agreement, RCFL holds rights to withdraw all the rights, waivers, reliefs granted under the said OTS agreement. (Also refer note 25.6 and 25.7)

25.9 All unsecured short term borrowings are repayable on demand.

25.10 The Company has taken loan from other corporate for general corporate purpose and the same are repayable on demand. The interest on the said loan was ranging from 14% to 24%. In the previous year, there was change in the terms from interest bearing to interest free with respect to loan amounting to Rs. 15,417.05 lacs.

25.11 In the previous year, the Company has taken loan of Rs. 2,000 lacs from other corporate for general corporate purpose and the same are repayable on demand. The interest on the said loan is 9% p.a. As on March 31,2023 outstanding loan payable is Rs. 2,000 lacs (previous year Rs. 2,000 lacs).

37.1 In the previous year, Company has completed One Time Settlement (OTS) with two lenders i.e. Yes Bank Ltd and LIC Housing Finance Limited and repaid the loan. Consequently, interest waived by the lenders of Rs. 6,675.35 has been disclosed under exceptional item.

37.2 In the previous year, reversal of impairment loss of Rs 20,714.98 lacs (net of unaccounted gain on CRCPS valued at amortized cost of Rs 19,119.61 lacs) with respect to the investment in Marine Drive Hospitality and Realty Private Limited. Additionally with respect to instruments where the Company had opted for FVTOCI, the reversal of impairment loss has been credited to other comprehensive income. The reversal of impairment loss is mainly on account of unlocking of development potential of the underlying property held by the said entity and its subsidiaries. The corresponding deferred tax assets created on this impairment loss provided in the earlier years has also been reversed of Rs. 4,308.72 lacs.

Above workings are based on provisional computation of tax expense and subject to finalisation including that of tax audit or otherwise in due course.

40 As per Indian Accounting Standard-19 “Employee Benefits”, the disclosures of Employee Benefits as defined in the Indian Accounting Standard are given below:

A Defined Contribution Plan

The Company makes contributions towards provident fund, superannuation fund and other retirement benefits to a defined contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

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

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

3 Sensitivity analysis is done by varying one parameter at a time and studying its impact.

VIII. Risk Exposure and Asset Liability Matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.

1 Liability Risks

a. Asset-liability Mismatch Risk -

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the Company is successfully able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.

b. Discount Rate Risk -

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can have a significant impact on the defined benefit liabilities.

c. Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management's discretion may lead to uncertainties in estimating this increasing risk.

2 Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the Company may default on paying the benefits in adverse circumstances, Funding the plan removes volatility in company's financials and also benefit risk through return on the funds made available for the plan.

Notes:

1 The obligation towards Gratuity is unfunded and therefore, the following disclosures are not given:

a. Reconciliation of Opening and Closings Balance of fair value of plan assets.

b. Details of Investments

c. Other Long Term Employee Benefits

The obligation of Leave Encashment is provided for on actuarial valuation by an independent valuer and the same is unfunded. The amount debited /(reversal) in the Statement of Profit and Loss for the year is Rs. (12.19) lacs (Previous Year (Rs. (1.98) lacs)).

41 Segment Reporting:

A Basis of Segment

Factors used to identify the entity's reportable segments, including the basis of organization For management purposes, the Company has only one reportable segments namely, Development of real estate property. The Managing Director of the Company acts as the Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company's performance and allocates resources based on an analysis of various performance indicators.

B Geographical Information

The Geographical information analyses the Company's revenue and Non-Current Assets by the Company's country of domicile and other countries. As the Company is engaged in Development of Real Estate Property on India, it has only one reportable geographical segment.

C Information about major customers

There is no income from customers in current year. In the previous year, revenue from operation (excluding other operating income) pertain to sale of transferrable development right / land is related to one customer.

42 Lease:

As per Ind AS -116 ‘Leases', the disclosure of transactions with the respect to lease of premises is disclosed as follows:

A Assets taken:

(i) The Company has taken commercial premises on operating Lease which is considered short term leases and low value asset and accordingly lease rent of Rs. 0.55 lacs (Previous Year Rs. 0.55 lacs) pertaining to has been charged to Statement of Profit and Loss.

(ii) The Company does not have any contingent lease rental expenses/ income.

B Assets given:

(i) The Company had executed lease deeds for certain units forming part of the Project for a period of 5-25 years and the lease rentals shall become due and payable on possession being granted. The lease rental is subject to escalation. However, these units were sold in previous year and hence lease rent recognized during the current year in the statement of Profit & Loss is Rs. Nil (Previous Year: Rs. 15.48 lacs ).

(ii) In the previous year, the Company has sold all the investment properties. Consequently, there are no future lease payments in current year as well as previous year.

43.2 Financial Risk Management:

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk Management framework. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

(A) Market Risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market conditions. Market risk comprises three types of risk: interest rate risk, credit and default risk and liquidity risk Financial instruments affected by market risk include investments, loans, trade receivables, borrowings, trade payables and and other financial liabilities.

(B) Interest Risk:

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations with floating interest rates.

Interest Rate Sensitivity:

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company's profit before tax and carrying amount of project work in progress (which will have subsequent impact on the profit or loss of future period depending upon the revenue which would recognised based on the percentage of completion as indicated in Accounting Policy for revenue recognition mentioned in Note 2.12) is affected through the impact on floating rate borrowings, as follows:

(i) (a) During the earlier year, the Company had granted guarantee and security to Housing Development Finance Corporation Limited for

securing the financial assistance of Rs. 30,000.00 lacs granted to Real Gem Buildtech Private Limited, a subsidiary company. During financial year 2015-16, the Company had given Corporate Guarantee in respect of additional loan availed by a subsidiary company from HDFC Limited for Rs. 15,000.00 lacs. The loan was primarily secured by Mortgage of the subsidiary Company assets, scheduled receivables, pledge of 4,000,000 shares of the Company held by the Neelkamal Tower Construction LLP. The security has been granted by way of Mortgage of specified flats together with proportionate undivided share, right, title and interest in the common area and in the underlying land on which the Project is constructed and personal guarantee of Mr. Vinod Goenka. Loan whose principal amount is of Rs.30,000.00 lacs in the books of Real Gem Buildtech Private Limited is fully repaid in the previous year. Loan whose principal amount is of Rs.15,000.00 lacs in the books of Real Gem Buildtech Private Limited is fully repaid in the earlier years. The aforesaid corporate guarantee along with the charge on securities is released during the year end.

(b) Further, during the current year, the Company has extended security on behalf of Real Gem Buildtech Private Limited, the subsidiary company and pledged its entire holding in the subsidiary Company in respect of loan from Housing Development Finance Corporation Limited (HDFC Limited) of Rs. 30,000 lacs (Previous Year : Nil) . The loan is primarily secured by (i) Registered Mortgage on residential

units falling under the share of Real Gem Buildtech Private Limited in the proposed project located at Gokhale Road (South), Dadar, Mumbai- 400025 and bearing final plot no. 1043 of TPS IV, Mahim Division bearing C.S. no 1123, with construction thereon present and future and receivable from Sold units and (ii) Mortgage of property financed being (10 units) unslold saleable units including proportionate undivided share situated at Gokhale Road (South), Dadar, Mumbai- 400025 and bearing final plot no. 1043 of TPS IV, Mahim Division bearing C.S. no 1123. (iii) An exclusive charge on the scheduled receivables. (iv) Corporate Guarantees of Keystone Realtors Private Limited, Kingmaker Developers Private Limited, Dreamz Dwellers LLP and Bhisma Realty Limited.(v) And / Or any other security of higher or equivalent value acceptable to HDFC. (vi) Mortgage of Bhishma Realty Private limited unsold saleable area with construction thereon present and future and receivable from sold units. (vii) Pledge of shares of Real Gem Buildtech Private Limited.

The outstanding principal amount of the facility in the books of Real Gem Buildtech Private Limited as of March 31,2023 is Rs. 15,000.00 lacs (previous year Nil).

(ii) In the earlier year, the Company had given “Guarantee” to Daimler Financial Services India Private Limited against the car finance facility of Rs. 154.00 lacs sanctioned to Real Gem Buildtech Private Limited, a subsidiary company. The loan is secured against hypothecation of respective vehicle. The said loan was fully paid in earlier years.

(iii) a) During financial year 2018-19, the Company has given corporate guarantee and pledged its holding in the subsidiary company, MIG

(Bandra) Realtors & Builders Private Limited in respect of loan from HDFC Limited. The loan is secured by mortgage of unsold units of the project, charge on the entire receivables arising from the project, personal guarantee of Mr. Vinod Goenka and Mr. Shahid Balwa, pledge of 640 lacs shares of DB Realty Ltd. The outstanding principal amount of the facility in the books of MIG (Bandra) Realtors & Builders Private Limited as of March 31,2023 is Rs. 62,921.01 lacs (Previous year: Rs. 62,204.89 lacs).

b) In the previous year, the Company had created a pledge of securities and given Corporate Guarantee on behalf of Adani Goodhomes Private Limited for availing financial facility for a principal amount of Rs. 130,000 lacs from HDFC Limited. The details of securities are as follows:-

Second ranking pledge created over 19,03,398 shares of MIG (Bandra) Realtors and Builders Private Limited, amounting to 99.99% shares of MIG (Bandra) Realtors and Builders Private Limited, held by the Company, in favour of IDBI Trusteeship Services Limited acting as the security trustee for Housing Development Finance Corporation Limited, more particularly described in the unattested pledge agreement dated December 28, 2021.The outstanding principal amount of the facility in the books of Adani Goodhomes Private Limited as of March 31,2023 is Rs.99,500.00 lacs (Previous year Rs. 68,200.00 lacs).

c) During the previous year, the Company had created a pledge of securities (on its investment in MIG (Bandra) Realtors & Builders Private Limited) and given Corporate Guarantee on behalf of MIG (Bandra) Realtors & Builders Private Limited, a wholly-owned subsidiary and Radius Estates & Developers Private Limited to Adani Goodhomes Private Limited for availing financial facility for a principal amount of Rs. 57,500 lacs and Rs. 72,500 lacs respectively aggregating upto Rs. 130,000 lacs. The details of securities are as follows:

First ranking pledge created over 19,03,400 shares of MIG (Bandra) Realtors and Builders Private Limited, amounting to 100% shares of MIG (Bandra) Realtors and Builders Private Limited held by the Company, in favour of IDBI Trusteeship Services Limited acting as the security trustee for Adani Goodhomes Private Limited, more particularly described in the unattested pledge agreement dated December 28, 2021. The outstanding principal amount of the facility in the books of MIG (Bandra) Realtors & Builders Private Limited and Radius Estates & Developers Private Limited as of March 31,2023 is Rs. 48,212.60 lacs (Previous year Rs. 38,712.60 lacs) and Rs. 47,011.15 lacs (Previous year Rs. 29,161.15 lacs) respectively.

(iv) The Company has provided security of the Company's properties admeasuring 80,934 sq meters at Malad (East), Mumbai against the loan taken by the Company of Rs. 3,000 lacs in an earlier year and Resham Bhavan located at Churchgate, Mumbai. The subsidiary company, DB View Infracon Private Limited has repaid the loan and the present outstanding is Rs. Nil in the books of the said company, however, the said Company is still in process of satisfaction of charge. The Company does not expect any outflow of resources. The outstanding principal amount of the facility in the books of DB View Infracon Private Limited as of March 31,2023 is Rs. Nil (Previous year Rs. Nil) (Refer note 58.6)

(v) The Company has extended security on behalf of Goregaon Hotels & Realty Private Limited, the subsidiary company and pledged its entire holding in the subsidiary Company in respect of loan from Reliance Commercial Finance Limited of Rs. 12,098 lacs (Previous Year : Rs 12,098 Lacs). The loan is primarily secured by (i) An exclusive charge on the scheduled receivables under the documents entered into with customers by the Borrower, all such proceeds both present and future, (ii) An exclusive charge over all rights, titles, interest, claims , benefits, demands under the Project documents both present and future, (iii) An exclusive charge on the escrow account , all monies credited/ deposited therein and all investments in respect thereof (in whatever form they may be), (iv) Registered Mortgage on residential units falling under the share of Goregaon Hotels & Realty Private Limited in the proposed project located at land bearing CTS No- A/791(pt) of Mahim Bandra Reclamation Area , Bandra (West), (v) Hypothecation of receivables from sale of residential units falling under the share of Goregaon Hotels & Realty Private Limited in the proposed project located at land bearing CTS No- A/791(pt) of Mahim Bandra Reclamation Area , Bandra (West). The outstanding principal amount of the facility in the books of Goregaon Hotels & Realty Private Limited as of March 31,2022 is Rs. 24,535.71 lacs (includes interest liability of Rs. 6,899.56 lacs which converted to principal due to OTS agreement entered into lender as stated below.)

Further, during the year, the principle borrower has entered into one-time settlement with one of the financial institutions subject to the compliance with the payment terms. As per the said settlement, the Company is required to pay Rs. 21,440 lacs (plus interest @ 12% on outstanding amount from 1st April 2023 ) upto 31st March 2025 as per repayment schedule specified therein. Additionally, the write-back / difference (if any) between the original loan amount plus accrued interest upto the date of settlement and the revised amount payable would be accounted in the period in which the condition of settlement arrangement is met.

Further, the principle borrower has requested for extension of time for the installment due on 31st March 2023 from the lender which has been in principle agreed by the lender subject to execution of necessary addendum settlement agreement which is in the process of being executed. The outstanding principal amount of the facility in the books of Goregaon Hotels & Realty Private Limited as of March 31,2023 is Rs. 22,513.51 lacs.

(vi) The Company has given corporate guarantee of Rs. 9,000 lacs for zero percent non convertible debenture issued by Horizontal Realty and Aviation Private Limited in earlier year. The same is secured by (i) Pledge of 22,000,000 shares of D B Realty Limited.; (ii) First Mortgage and charge on the admeasuring 6,468.74 sq. ft. carpet area in Milan Garment Hub situated at Final Plot No. 30A of TPS No. VI of Santacruz; (iii) Second Mortgage and charge over all the rights, titles, interest of Mira Real Estate Developer in the “Mira Road Land” along with FSI and buildings constructed/ to be constructed thereon.; (iv) First charge on existing and future receivables of the Company and Goan Hotels and Realty Private Limited accruing to them from the Project Receipts under the Development Agreement read with Deed of Modification, Escrow Account(s) and all the monies lying in the Escrow Account(s).; (v) First charge on existing and future receivables from Project 2 named as Milan Garment Hub, the Escrow Account(s) and all the monies lying in the Escrow Account.; (vi) Pledge of 66.67% shares of the Milan Theatres Private Limited in dematerialised form along with its corporate guarantee. and (vii) Personal Guarantee of Mr. Shahid Balwa and Mr. Vinod Goenka. The outstanding balance of non convertible debenture as on March 31,2023 is Rs. 19,373.02 lacs (Previous year Rs.16,144.18 lacs).

(vii) In earlier years the Company had provided security on behalf of Pandora Projects Private Limited, the jointly control company with respect of secured NCDs of Rs. 52,500 lacs issued by Pandora Projects Private Limited to Kotak Special Situations Fund. The NCD was secured by (i) First and exclusive charge of Holding Company's (Pledgor) right, title, interest, benefit, claims and demands in respect of Pledged Partnership interest (partnership interest of the Holding Company/ Pledgor in Turf Estate Joint Venture LLP, Co- Borrower) in favour of IDBI Trusteeship Services Limited (“Debenture Trustee”) as per Deed of Pledge dated March 24, 2021 and (ii) Pledge of 4900 Equity Shares of Pandora Projects Private Limited held by the Company in favour of IDBI Trusteeship Services Limited (“ Debenture Trustee”) as per Deed of Pledge dated February 26, 2021. Pandora Projects Private Limited has redeemed the NCDs during the year and the outstanding is NIL as of March 31,2023 (previous year Rs. 52,500 lacs). The aforesaid corporate guarantee along with the charge on securities is also released after necessary compliances, subsequent to the year end. Also refer note 6.5.

(viii) In earlier years, the Company had given corporate guarantee on behalf of Majestic Infracon Private Limited in which some of the directors of the Company are interested for facility availed from Punjab National Bank, Mumbai and Bank of India, Mumbai, for an amount aggregating Rs. 85,300 lacs (Previous Year Rs. 85,300 lacs). The Company has also provided collateral securities of the Company's property admeasuring 80,934 sq meters at Malad (East), Mumbai (forming part of Inventory) with including all development rights, unutilized Floor Space Index (FSI) / or such other FSI that may be granted in future for Rs. 42,500 lacs out of total loan amounting to Rs. 85,300 lacs.

The said facility is also secured by (a) pledge of Majestic Infracon Private Limited shareholding consisting of 45,934,000 equity shares in Etisalat DB Telecom Private Limited; (b) a pari passu charge on the property consisting of Hotel Hilton, Mumbai. (c) Together with collateral securities of the Company's property admeasuring 80,934 sq meters at Malad (East), Mumbai with including all development rights, unutilized Floor Space Index (FSI) / or such other FSI that may be granted in future.

The liability towards Punjab National Bank is Rs. Nil (Previous Year : Nil) and Bank of India is Rs. 5,311.47 lacs as on March 31, 2023 (Previous Year Rs. 6,811.47 lacs ) . The Company is confident that this principle borrower would fulfill the obligations under the credit facilities and does not expect any outflow of resources.

(ix) In the earlier year the Company has given corporate guarantees and has given collateral securities of the Company's property DB Hill Park admeasuring 80,934 Sq meters at Malad (East), Mumbai and Resham Bhavan located at Churchgate, Mumbai (forming part of Inventory), on behalf of BD&P Hotels (India) Private Limited and Pune Buildtech Private Limited which is not a part of DB consolidated group.

The said facilities are also secured by (i) Charge on Fixed Assets both present and future of the respective projects other than project land (ii) charge on all current assets including receipt of all the receivables related to the respective project (iii) charge on all bank accounts, insurance contracts of respective company along with the following common securities (iv) a pari passu charge on its property consisting of Hotel Hilton, Mumbai. The outstanding balance of loan in the books of BD&P Hotels (India) Private Limited and Pune Buildtech Private Limited as of March 31,2023 is Rs. 3,240.00 lacs (Previous year: Rs. 3,240.00 lacs) and Rs. 23,636.79 lacs (Previous year: Rs. 22,500.00 lacs) respectively.

(x) In the earlier years, the Company has pledged its investment of 74,443 (Previous year :74,443) shares of CRCPS, 188,215 (Previous year: 188,215) shares of Series C 0.002% ROCCPS and 92,600 (Previous year : 92,600) shares of series D 0.002% ROCCCPS of Marine Drive Hospitality & Realty Private Limited (“MDHRPL”) in favour of ECL Finance Limited, Edelweiss Finance Private Limited and Beacon Trusteeship Limited which provided term loan of Rs. 34,000 lacs, 8,000 lacs and 14,500 lacs to said company. MDHRPL had not availed Rs. 8,000 lacs facility and the other loan & Non- Convertible Debenture were assigned to RARE Asset Reconstruction Limited by the respective lender. In the previous year, MDHRPL had entered into One Time Settlement with RARE Asset Reconstruction Limited with the settlement amount payable over a period of 2.50 years with a coupon rate of 12% payable quarterly. The Principle borrower had paid Rs. 6,500 lakhs till March 31,2022.

RARE Asset Reconstruction Limited has thereafter assigned the loan to Edelweisss Asset Reconstruction Company Limited in November 2022. Further subsequent to year end, the Principle borrower has settled its liability, by partly transferring to Prestige Project Private limited along with Conveyance of the land and the project and balance loan of Rs. 6,165.00 lacs to be paid in installment on or before 30 June 2024.

(xi) During the year, the Company has given corporate guarantee for Esteem Properties Private Limited of Rs. 4,500 lacs to Capri Global Capital Limited (CGCL) against the piece and parcel of open land and ground together situated at village Sahar, Andheri East Bombay in the

registration district of Bombay City and Bombay Suburban, within the limits if Municipal Corporation of Greater Mumbai and consisting of the CTS Nos, 220, 221,225, 226, 227, 228 & 229 (“Land”) all aggregating to approximately 28,000.22 square meters as per consent term/deed of exchange and approximately 21,978.22 square meters as per property cards and actual site survey.

The same is secured by (i) First and exclusive charge by way of registered mortgage on the said Land, along with all rights, title and interest along with all the present and future structures there upon including any further potential along with area arising in the form of TDR, FSI or otherwise on the Project accruing to the Borrower and Borrower's share of unsold units in the Projects; (ii) First and exclusive charge by way of Hypothecation over all the present and future cash flows from the Project to the extent of Borrower's share; (iii) DSRA FD to the extent of 2 months interest as per DSRA clause. (iv) Any other security offered/created by the Borrower (or any one of them) or any other person from time to time, in relation to the facility, in favour of the Capri Global Capital Limited (CGCL). (v) Personal guarantee of Mr. Shahid Balwa and Mr. Vinod Goenka. The outstanding principal amount of the facility in the books of Esteem Properties Private Limited as of March 31,2023 is Rs. 4,391.79 lacs (previous year Nil).

(xii) The amounts disclosed above are excluding interest/ uncharged interest/ penal interest/ any other charges, if any levied by Bank/ Financial Institutions.

(xiii) The Company is in the process of releasing the security and guarantee wherever there is no loan outstanding in the books of principal borrower as on reporting date.

(xiv) With respect to guarantees or securities given by the Company

The Company carries out its business ventures through various entities. The funds required for projects in those entities are secured through financial guarantees and securities of the Company. Following are the notes related to guarantees and securities given by the Company where such entities have defaulted:

(a) During the year, one of the lenders has invoked the corporate guarantee given by the company on behalf of a related party. As per the communication the total demand is Rs 76,038.97 lacs which was contested by the company vide its response to the said communication. The lender had confirmed / acknowledged the amount of Rs 23,636 lacs vide its letter dated March 8, 2021. The company in its response to the invocation of the corporate guarantee has made an offer to pay Rs 25,400 lacs as a part of its obligation as a guarantor and which will also be reimbursed by such related party.

The management based on the market value of the various other primary securities, corporate guarantee and undertaking by the holding company of the related party entity (for whom guarantee was provided) is confident of recovering the amount (if any) paid to the lenders from the said related party and its holding company and accordingly is of the view that provision is not required to be made.

(b) Financial guarantees and securities given by the Company on behalf of certain entities who have defaulted in their principal payment obligations to the lenders aggregating to Rs. 24,547.62 lacs (excluding interest, penal interest and other charges). The loans taken by these entities have also been secured by charge on the underlying assets of the said entities and assets of other related parties. Valuation report of such primary / underlying assets provided as securities by the lending companies has not been obtained from the independent valuer. In view of the management, value of such primary / underlying assets provided as securities is greater than the outstanding loans and hence additional liability will not devolve on the Company inspite of the guarantee and securities provided by the Company. In the above amounts, interest and other charges are not included as the same cannot be quantified as the respective borrower/s had disputed the same and also since settlement proposal is in discussion by the respective borrowers with their lenders.

Further, out of Rs. 24,547.62 lacs above, during the year the one of the subsidiary companies (i.e. borrower), has entered in to one time settlement with lender equivalent to loans of Rs. 17,736.15 lakhs (excluding interest, penal interest and other charges) . The Company has requested for extension of time for the installment due on 31st March 2023 from the lender which has been in principle agreed by the lender subject to execution of necessary addendum settlement agreement which is in the process of being executed. (also refer note 10).

(c) Further, financial guarantees and securities given by the Company on behalf of certain entities who have defaulted in their principal payment obligations to the lenders aggregating to Rs. 35,240.5 lacs (excluding interest, penal interest and other charges). The loans taken by these entities have also been secured by charge on the underlying assets of the said entities and assets of other related parties. As per valuation reports obtained from independent valuer, the value of primary / underlying assets provided as securities by the lending companies is greater than the outstanding loans and hence in view of the management no additional liability is expected to devolve on the Company. In the above amounts, interest and other charges are not included as the same cannot be quantified as the respective borrower/s had disputed the same and also since settlement proposal is in discussion by the respective borrowers with their lenders. Considering the restrictive covenants, value of underlying securities being greater than the outstanding loans, the fair value of the guarantee is Nil.

Further, out of Rs. 35,240.5 lacs above, subsequent to the year end, one of the entities (i.e. borrower), has entered in to one time settlement with lender equivalent to loans of Rs. 32,000 lakhs (excluding interest, penal interest and other charges). Post payment of settlement amounts, the company's guarantee obligation of such loans would cease.

During the current year, the Company's personnel have received summons from Securities Exchange Board of India (SEBI) regarding guarantees/securities given in the past for and on behalf of a related entity as that entity had defaulted in its repayment obligation. The company has duly replied to the said summons.

With reference to above, during the previous year, the Securities Exchange Board of India (SEBI) has issued administrative warning (i.e. impugned order) to the Independent Directors with respect to accounting and disclosure of financial guarantees based on the investigation report carried out by SEBI. This report was specifically with respect to mattered covered in note 43.2(D)(xiv)(a) of the statement and it also extends to other guarantees as well. The said report quantifies the expected credit loss / additional provision with respect to financial guarantees as mentioned in note 43.2(D)(xiv)(a) above is Rs. 59,130.18 lakhs to be made by the company in accordance with Ind AS 109 ‘Financial Instrument'. The company has disputed the said report / order and in its opinion, no provision is required to be made based on underlying assets of the various entities and ongoing discussion for settlement of the loans by the respective entities with their lenders. The Company has filed an appeal and application seeking stay against the said Impugned order before the Securities Appellant Tribunal (SAT) seeking reliefs including (a) setting aside the said Impugned Order and (b) To pass an order staying the effect, implementation and operations of the Impugned Order. During the year, the said appeal was heard and SAT has ruled against the Company. The Company will explore further legal remedies including filing an appeal against the said order before the Hon'ble Supreme Court.

Further, during the year, the Company has filed settlement application with SEBI in relation to the above matters where the Company has offered monetary and non-monetary settlement terms.

Furthermore, during the year, SEBI has issued a show cause notice to the Company and its directors for non-compliance of various provisions related to Securities Contracts (Regulation) Act, 1956 and non-compliance of accounting standard / Indian accounting standards related to guarantee and securities given by the Company to various entities. The management of the company is of the view that there is no noncompliance / non-disclosure and has duly replied to the said show cause notice (subsequent to the year end) and awaits further communication from SEBI. The Company and its erstwhile and current Directors/KMPs are in receipt of letters for online hearing on June 21,2023 against show cause notice.

Cash and Bank Balances

The Company held cash and bank balance with credit worthy banks including other bank balances of Rs. 1,769.69 lacs as at March 31,2023 (Previous Year: Rs. 7,505.56 lacs). The credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks where credit risk is largely perceived to be extremely insignificant.

(E) Liquidity Risk:

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans and preference shares. The Company's management regularly reviews expected future cash inflows and outflows. Accordingly, based on the projections, the management takes necessary steps for raising fresh debt and recovery from existing financial assets to meet its obligations. The table below summarise the maturity profile of the Company's financial liabilities based on contractual discounted payments.

(G) The Company is in the business of real estate development through various SPVs where by the company is arranging fund for all such projects. Due to accounting standard requirement, the Company has passed certain entries for fair valuation/interest income on financial instruments of such SPVs. As per RBI guidelines, the Company is required to take NBFC registration if Company is meeting the definition of NBFC. Based on legal opinion taken by the management from external consultant and considering business model of real estate development through various entities, the Company is not required to take registration from RBI as NBFC even though financial assets and income from financial assets are higher than 50% (50-50 test meet).

44 Capital Management:

For the purposes of the Company's capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company's Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants. The Company believes in lower debt equity ratio.

46 Contingent liabilities and commitments:

(Rs. in lacs)

46.1 Contingent Liabilities:

As at

March 31, 2023

As at

March 31, 2022

Disputed demand of Service Tax along with penalty (excluding interest) for the period April 2011 to June 2017

11,043.71

11,043.71

Disputed demand of Service Tax along with penalty (excluding interest) for the period FY 2012-13

1,063.06

1,063.06

Disputed demand of Value Added Tax (VAT) for the period FY 2008-09 (including interest)

-

23.68

Disputed demand of Value Added Tax (VAT) for the period FY 2009-10 (including interest)

189.90

189.90

Disputed demand of Value Added Tax (VAT) for the period FY 2010-11 (including interest)

-

208.66

Disputed demand of Service Tax for the period from October 2016 to June 2017 FY 2012-13 (excluding interest and penalty)

189.73

189.73

Note: In the opinion of the management, view taken by the department is not tenable and it does not expect any material cash outflow on account of the above cases

Other money for which the company is contingently liable:-

As at

March 31, 2023

As at

March 31, 2022

i) Contingent payments to the holders of Redeemable Optionally Convertible Cumulative Preference Shares (ROCCPS), Compulsory Convertible Preference Shares (CCPS) and Equity shares subscribed by other shareholders of an entity (in which the Company has joint control) - representing the amount payable or adjustable by the Company on exercise of various exit options by such other holders based on agreement entered with them

Amount

unascertainable

Amount

unascertainable

ii) Provisional attachment of assets under Prevention of Money Laundering Act, 2002 for: D B Realty Limited (Refer Note 51) Dynamix Realty (Refer Note 46A(vi))

Amount

unascertainable

Amount

unascertainable

iii) Penalty for property tax for various project levied on Company (methodology of levying property tax is itself disputed at Industry level and hence presently is not qualified)

Amount

unascertainable

Amount

unascertainable

iii) Property tax for various projects which are at very initial stage of development (there is no formal demand letter received except for one project of Rs. 46.68 lacs) (also refer note 46.4)

-

Amount

unascertainable

46.2 The Company is a party to various legal proceedings in normal course of business (including cases pending before the Hon'ble National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016) and does not expect the outcome of these proceedings to have any adverse effect on its financial conditions, results of the operations or cash flow. (Refer note 25.4, 25.8, 49 and 51).

46.3 The Company is contesting the demands and the Management believes that its position will likely be upheld in the appellate process. No tax expense has been accrued in the standalone financial statements for the tax demand raised. The Management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company's financial position and results of operations.

46.4 The Company has recognized the property tax liability as per the property tax dues (excluding interest and penalty) reflected on the website of Brihanmumbai Municipal Corporation (BMC) and accordingly.

47 Share of profit (net) from investments in partnership firms and association of persons are based on financial statements of the such entities as audited by respective auditors. The audited Ind AS financial statements/the auditors' report on the financial statements of the such entities viz. Dynamix Realty (“Dynamix”), DBS Realty, Conwood DB JV, Mira Real Estate Developers, Lokhandwala DB Realty LLP and Turf Estate Joint Venture LLP in which the Company is a partner have reported certain significant matters as under (Refer note 31 and 36):

47A Dynamix Realty:

i. Notes to financial statements regarding to property tax liability:

The firm has disputed its liability for property tax on the land on which it has constructed the Project as the said land was conveyed to the Municipal Corporation of Greater Mumbai (MCGM), though it provided for such property tax as upto 31st March, 2012 and accordingly, has not paid Rs. 102.35 lakhs (previous year Rs. 102.35 lakhs). Without prejudice to the same, in any view of the matter, in terms of the agreement with Slum Rehabilitation Authority as well as with MCGM, the firm is not liable for property tax effective April 2012. Accordingly, the amount of Rs. 33.74 lakhs (previous year Rs. 33.74 lakhs) paid under protest on or after April 2012 though recoverable from MCGM, as a matter of prudence, provision is made for doubtful recovery.

ii. Notes to financial statements regarding to sale of TDR:

During the previous year, the sale of TDR made in an earlier year to DB Realty Limited, representing TDR to be released upon completion of defects, was cancelled and on payment of Rs. 340.97 lakhs to MCGM towards rectification of certain defects, part of the TDR was released which was sold.

iii. The firm is yet to handover 6 buildings to the Slum Rehabilitation Authority (SRA), which involves rectification of defects therein as also to rectify defects in the buildings handed over. The firm as upto 31st March, 2022 had provided for Rs. 2,788.58 lakhs towards the estimated cost to be incurred for rectifying defects, during the year there is reversal on account of receipt of bills/ reversal of excess provision aggregating to Rs. 279.89 lakhs has been made during the year. The amount of such provision as on 31st March, 2023 is Rs. 2,508.69 lakhs.

Further, due to delay in completion of the obligations, the firm is liable to pay delayed charges and considering the expected timeline of completing the obligation by March 2024 in a phased wise manner, the firm had provided for the estimated delayed charges of Rs. 915.60 lakhs as upto 31st March, 2023.

iv. At present, the firm is not engaged in any business activities except carrying out the work for rectification of defects in the SRA Project. The firm's total assets are Rs. 9,708.75 lakhs. Out of which Rs. 8,524.59 lakhs are attached directly/indirectly under PML Act (refer note no. 6.3). Balance assets, thereafter are Rs. 1,184.16 lakhs which are not liquid funds except for cash and bank balance of Rs. 2.48 lakhs. As against the same, the firm has financial obligations within the period of 12 months of Rs. 4,104.23 lakhs for which D B Realty Limited, in the capacity as a partner, has given financial commitment to infuse funds for meeting these obligations to ensure that the firm continues as going concern.

v. The firm has filed legal cases against these parties before the Hon' High Court of Bombay for recovery of outstanding amounts along with interest thereon, which are pending. Both the parties have disputed the firm's claim in this regard. In the opinion of the firm the outcome of these cases would be in its favour and it shall be able to recover the same and accordingly, provision for doubtful debts/expected credit losses is not considered necessary.

vi The Company (Partner) has given an undertaking, whereby it has agreed to bear the loss if any on account of non / short realisation of assets as tabulated hereunder attached by the Directorate of Enforcement under the 2G Spectrum case and Money Laundering case. In view of the same, no provision is made for the expected credit loss.

(Rs. in lacs)

Particulars

As at

31st March 2023

Trade receivables

4,930.33

Balance with directorate of enforcement

3,487.21

Debit balance in Partner's account i.e. Eversmile Construction Company Private Limited & Conwood Construction and Developers Private Limited and (as its assets are also attached by the Directorate of Enforcement under the 2G Spectrum case and Money Laundering case)

108.24

Balance at the end of the year

8,525.78

The credit balance of the Company (Partner) is Rs. 5,597.02 lakhs as on 31st March, 2023, which signifies funding of aforesaid assets to that extent. Reference is also drawn to note no. 46A(iv) as regards the financial commitment by D B Realty Limited to infuse funds to meet the firm's financial obligations.

Therefore, the underlying attached trade receivables are hedged on account of the above undertaking of Company (Partner). Hence, from firm's perspective the same are good for recovery and no amount is required to be provided for doubtful of recovery / towards expected credit losses.

vii Represent balance Rs. 154.00 lacs (Previous year: Rs. 154.36 lacs) of Goods and Service Tax, which the firm is of the opinion that set-off whereof as well as subsequent credits more particularly from vendors bills against defect liabilities, shall be utilised against GST liabilities that will arise from future business operations. Hence, as the GST balance does not lapse as per law and the management may commence new project/venture, the balance is carried forward for future set-off.

vi. Notes to financial statements and reference in Auditors' report regarding a matter which is sub-judice:

The firm had granted loans to Kusegaon Realty Private Limited aggregating to Rs. 20,925.00 lakhs, (the said loans) as upto October 31, 2010 which as of March 31,2016, along with interest thereon stands recovered. The Central Bureau of Investigation Anti-corruption Branch, New Delhi (CBI) in the Supplementary (First) charge sheet RC.DAI.2009.A.0045 (2G Spectrum Case) has alleged that out of the said loans, through the firm, Rs. 20,000.00 lacs is paid as illegal gratification to M/s Kalaignar TV Private Limited (Kalaignar) through Kusegaon Realty Private Limited and M/s Cineyug Films Private Limited, in lieu of the undue favours by accused public servants to Swan Telecom Private Limited (SWAN) in 2G Spectrum Case. The CBI have alternatively alleged in the said charge sheet that even if the said transaction of Rs.

20.000. 00 lacs is accepted as genuine business transaction, the said loans obtained by Kalaignar for a consideration which being known as inadequate, constitutes commission of offence. The firm is not an accused in the 2G Spectrum Case. The CBI Special Court in the 2G trial case passed an order on December 21,2017 whereby all parties have been acquitted.

Further, consequent to above, a complaint was filed under the Prevention of Money Laundering Act, 2002 (the PML Act) (Money Laundering Case) and the Adjudicating Authority vide Order dated January 10, 2012 confirmed the Provisional Attachment Order (the Order). The firm being included as one of the defendant, properties in the form of bank balances and sundry debtors aggregating to Rs. 13,389.00 lacs (Previous year: Rs. 13,389.00 lacs) were provisionally attached, out of which, trade receivable of Rs. 4,971.00 lacs (Previous year: Rs. 4,971.00 lacs) stand realised after furnishing the information for which the requisite intimation has been made to the Prescribed Authority. An appeal was preferred against the Order before the Appellate Tribunal under the PML Act. The Directorate of Enforcement has taken physical possession of bank balance of Rs. 36.00 lacs (Previous year: Rs. 36.00 lacs) and has realised the trade receivable (The Phoenix Mills Limited) of Rs. 3,451.21 lacs (Previous year: Rs. 3,451.21 lacs). Against such recoveries the firm has made a representation to convert the amount so recovered into fixed deposits to be held by them in trust, which is pending. These recoveries are shown as receivable from Directorate of Enforcement in the firm's financial statements.

On April 24, 2014, the Directorate of Enforcement filed a complaint before the Hon'ble Special Court in connection with the Prevention of Money Laundering Case relating to the 2G Spectrum Case against 19 accused including the firm and its partners. The Hon'ble Special Court by an Order framed charges against the accused persons, including the firm. The firm was alleged to have paid illegal gratification of Rs.

20.000. 00 lacs to Kalaignar on behalf of an accused public servant, through the process of layering and received back the same again through the process of layering from Kalaignar as Rs. 22,355.00 lacs. Thus, the firm was alleged to be involved as also alleged to have committed an offence of money laundering under section 3 of the PML Act, which is punishable under section 4 of the PML Act.

After completion of both the cases by two separate orders dated December 21,2017, the Special Court in CBI as well as PMLA Case has passed the Orders acquitting all the Accused. By the Order dated December 21,2017 in PMLA Case, the Special Court has also given Order for release of properties attached by the Directorate of Enforcement including of the firm - “after the period of appeal is over”. Against the said Orders, CBI as well as the Directorate of Enforcement have filed Criminal Leave Petitions before the Hon' Delhi High Court which are pending for admission. Further, the Directorate of Enforcement has also filed petition for stay against Order of release of the attached properties for which “status-quo” has been granted by Hon' Delhi High Court vide Order dated March 21,2018.

The aforesaid cases are sub-judiced and accordingly, the realisation of the attached assets depends upon the outcome of the cases. Out of the total attached assets of Rs. 8,520.34 lacs , it include trade receivables of Rs. 4,930.33 lacs and balance assets are either with the group / enforcement directorate.

In the opinion of the Firm, though the aforesaid cases are sub-judiced, as legally advised favourable outcome are expected and hence it would realised the attached assets.

47B Notes to financial statements of DBS Realty are as follows:

i. Property Tax

(Rs. in lacs)

Contingent Liabilities:

As at

March 31, 2023

As at

March 31, 2022

Property Tax

18,084.86

15,563.92

During the earlier years, the firm has received special notice from Municipal Corporation of Greater Mumbai (M.C.G.M) with regard to payment of property tax. In response to said notice the firm has filed complaint to M.C.G.M stating that the said property belongs to Government of Maharashtra and therefore the assessment for property tax made on the firm is bad in law and void.

ii. Project Completion Status and Revenue Recognition

The Firm is developing and constructing buildings under SRA Scheme as per the relevant scheme of Slum Rehabilitation Authority in accordance with Development Agreement entered into between the Firm and SRA.

Firm's performance does not create an asset with an alternative use to the Firm and in accordance with Development Agreement entered into between the Firm and SRA, the Firm has enforceable right to receive TDRs on achieving prescribed milestones and hence it has an enforceable right to payment for performance completed to date. Accordingly, the Firm meets the criteria for performance obligations being satisfied over of time and hence Revenue Recognition is done based on Percentage of Completion Method.

Stop work notice by AAI:

The Airport Authority of India (AAI) had disputed the height of the SRA buildings and had denied permission for further construction. Further, they had ordered for demolition of the floors beyond a certain height.

The Hon'ble Supreme Court has directed the AAI to conduct fresh survey. While fresh survey was conducted, it did not take into account the shielding benefit as available under the regulations. Hence, fresh representation is made to AAI, to consider height approval with shielding benefit. The same is pending for approval. The Firm is hopeful of resuming the project after necessary permission from AAI and environmental clearances and other permissions is obtained.

This has led to significant cost escalation of the project and there is high level of uncertainty surrounding project completion. The above facts curtails the entity in reasonably measuring its progress towards complete satisfaction of the performance obligation. Hence revenue recognition has been deferred.

iii. During the year, the entity has temporarily deployed its funds with its related party. The said funds will be recalled as and when the entity requires the same for its project.

47C Notes to financial statements of Mira Real Estate Developers are as follows:

i. Notes to financial statements regarding a matter which is sub-judice:

The Salt Department, Union of India has filed a petition and the partnership firm has filed cross petitions towards their respective claim for exclusive title over the salt pan land. Though the matter is sub-judice, the firm is of opinion that it has a rightful claim over the ownership of the salt pan land and will be in a position to defend its title.

ii. Notes to Financial statements relating to procedures regarding direct confirmations:

iii. During the year, the entity has temporarily deployed its funds with its related party. The said funds will be recalled as and when the entity requires the same for its project.

iv. The entity is in possession of a land which it was holding as a lessee in respect of a lease which has expired during the year. The negotiations to renew this lease are ongoing with the authorities. The eventual lease classification as per IND AS-116 shall be ascertained once the renwed lease deed is executed. Further, no lease payments have been made during the year.

47D Notes to financial statements of Conwood DB JV are as follows:

Represent disputed demands under income tax of Rs. 3,270.13 lacs (Previous year: Rs. 3,013.51 lacs) against which no amount has been deposited. The matters are sub judiced before the first appellate authority. The members of the firm shall infuse funds to meet the obligations if decided against.

47E Notes to financial statements of Lokhandwala DB Realty LLP are as follows:

i. The land on which project is being developed under the scheme of SRA is occupied by hutment dwellers, to whom the said LLP has to pay hardship compensation pending handing over of possession of units in the buildings as also for settling their claim(s). In connection therewith.

Compensation of Rs. 890.34 lakhs (previous year Rs. Nil) is accounted in respect of which agreements were/have been executed with hutment dwellers.

In cases of hutment dwellers for which settlement is not yet reached compensation shall be accounted for on execution of the agreements.

The above method of accounting has no impact in determination of loss for the year in view of the accounting policy followed of allocating such expenditure to project work-in-progress.

ii. The project being at initial preparatory stage, realization of the project work-in-progress has been determined based on the partners estimates of commercial feasibility and the partners expectation of the future economic benefits from the project. These estimates have been prepared by the LLP and approved by the partners.

47F Notes to financial statements of Turf Estate Joint Venture LLP are as follows:

Notes to financial statements regarding a matter which is sub-judice:

i. The LLP had executed a memorandum of understanding (‘MOU') for availing services from Pandora Projects Private Limited (‘Pandora') ( a joint venture of Prestige group and DB Realty) with respect to the development of the project for which definitive documentations to be executed. As per the MOU, Pandora had placed refundable security deposit of Rs.52,500.00 lakhs for performance, which included security deposit of Rs. 29,000.00 lakhs with interest. In the current year, the LLP has refunded the said deposit on cancellation of the MOU together with interest of Rs.7,872.7 lakhs on the interest free security deposit as per the agreed terms of cancellation.

ii The LLP proposes to re-develop the Property on CS no. 67, 2/65, 66, 3/65 and 1A/66 as a Commercial Business District (“CBD”) under the provisions of Regulation 33(19) of the Development Control and Promotion Regulations, 2034 (“DCPR”), thereby totalling to an aggregate of 15,02,179 square feet of FSI (“Development Potential'') together termed as “Project”. The Project shall involve, one rehabilitation building and one or more commercial buildings.

The LLP has acquired land / rights therein as per agreed terms which include providing of permanent alternate accommodation to tenants / occupants as well as placing of performance security deposits. The project also involves providing of permanent alternate accommodations to the unit holders of the building constructed by the LLP. The total amount of interest free refundable security deposit is Rs. 14,650.00 lakhs, out of which Rs. 13,387.79 lakhs is paid as upto the year end. The estimated cost of permanent alternate accommodation shall be provided upon commencement of the construction activities.

The LLP is yet to conceptualise the revenue model of the project. The necessary reclassification shall be made if required based on the revenue model so decided.

iii. Subsequent to the year end, the Company has executed deed of transfer of partnership Interest for proposed disinvestment of its entire interest in Turf Estate Joint Venture LLP for a consideration of Rs. 19,779 lacs,. This transaction is subject to completion of condition precedent to the said deed of partnership and accordingly accounting treatment for divestment will be given on completion of the transaction.

48 The Company has investment in certain subsidiaries, associates, joint venture and other parties aggregating to Rs. 42,984.38 lacs (Previous year Rs. 34,685.37 lacs) and loans and advances / deposits outstanding aggregating to Rs. 1,63,711.06 lacs (previous year Rs. 123,966.06 lacs) as at March 31,2023. While such entities have incurred significant losses and / or have negative net worth as at March 31,2023 and/or have pending legal disputes with respect to the underlying projects / properties of respective entities, the underlying projects in such entities are in the early stages of real estate development and are expected to achieve adequate profitability on substantial completion and / or have current market values of certain properties which are in excess of the carrying values. The Company considers its investments and loans in such entities as strategic in nature. Accordingly, no provision is considered necessary towards diminution in the value of the Company's investments in such entities and for expected credit losses in respect of loans and advances given to such entities, which are considered good and fully recoverable.

49 The Company has received summons from Special Court for Prevention of Money Laundering Act (PMLA), Mumbai as one of the accused in connection with a complaint filed by Enforcement Directorate under Special Case No 2 of 2016. The Hon'ble Court has also summoned two of the KMP's of the Company as accused as per the said Complaint. The matter in relation to the Company and the KMP involves certain advances given by the Company in the ordinary course of its business to another company, which was subsequently refunded fully upon cancellation of the understanding. The Company does not expect any financial liability. The Company and the KMP are defending their innocence and are confident that their stand will be ultimately vindicated and they shall be discharged or acquitted in these proceedings. There is no new development in this matter from the previous year ended March 31,2022.

50 Managerial remuneration:

a) In view of inadequate profit during the current and previous year, the Company has not paid any managerial remuneration to any managing director in both years.

b) Sitting fees amounting to Rs. 9.00 lacs (Previous Year Rs. 11.60 lacs) have been paid to the independent directors and non-executive director of the Company in compliance with section 197 (5) of the Companies Act, 2013.

51 Dynamix Realty (“Partnership Firm”) in which the Company is a partner, had granted Loan to Kusegaon Realty Private Limited aggregating to Rs. 20,925 lacs (the said loan) as upto March 31,2010. As of March 31,2022, the outstanding balance due from Kusegaon Realty Private Limited is Rs. Nil (Previous year Nil). Central Bureau of Investigation (Anti-corruption Branch, New Delhi) in the Supplementary (First) charge sheet RC.DAI.2009.A.0045 (2G Spectrum Case) has alleged that out of the said loans granted, Rs. 20,000 lacs was paid as illegal gratification to M/s Kalaignar TV Private Limited through Kusegaon Realty Private Limited and M/s Cineyug Films Private Limited, in lieu of the undue favours by accused public servant to Swan Telecom Private Limited in 2G Spectrum Case. The Central Bureau of Investigation has alternatively alleged in the said charge sheet that even if the said transaction of Rs. 20,000 lacs is accepted as genuine business transaction, the interest charged is being inadequate is a favour to a government servant, hence, it constitutes commission of offence. The firm is not

an accused in the 2G Spectrum Case. The CBI Special Court in the 2G Trial case passed an order on December 21,2017 whereby all the partners have been acquitted.

Further, The Deputy Director Enforcement vide his attachment order No: 01/2011 dated August 30, 2011 has provisionally attached Company's bank account number 05211011001053 maintained with Oriental Bank of Commerce, Goregaon (East), having Bank Balance of Rs. 68.93 lacs . The Enforcement Directorate has also attached two flats belonging to the Company situated at Goregaon (East). The Combined value of these two flats as shown in Company's financial statement is Rs. 107.65 lacs at the time of attachment (WDV as on March 31,2023 is Rs. 85.72 lacs (Previous year Rs.87.46 lacs)). Also, a loan amounting to Rs. 5,039.63 lacs (at the time of attachment) advanced to Goan Hotels & Clubs Private Limited (now Goan Hotels & Realty Pvt. Ltd.) has also been provisionally attached. However, the above loan was converted into the Redeemable Optionally Convertible Cumulative Preference Shares (ROCCPS) of Marine Drive Hospitality & Realty Private Limited (“MDHRPL”) holding Company of Goan Hotels & Clubs Private Limited, before the provisional attachment order via tripartite confirmation. This fact has been brought to the notice of Enforcement Directorate vide Office Letter dated September 20, 2011.

This provisional attachment order has been upheld by adjudicating authority vide order number 116/2011 dated January 10, 2012. Appeal has been filed on 19th March, 2012 with Appellate Tribunal under Prevention of Money Laundering Act (PML Act). The said appeal is sub-judice.

In an earlier year, the Directorate of Enforcement had taken physical possession of bank balance of Rs. 68.93 lacs against which the Company has written a letter to convert the amount so recovered into Fixed Deposits. Till date Directorate of Enforcement has not entertained this request. In view of the same, the said balance is shown as part of Other financial assets. (Refer note 19.1)

Further, on April 24, 2014, the Directorate of Enforcement has filed a complaint before the Hon'ble Special Court in connection with the Prevention of Money Laundering Case relating to the 2G Spectrum Case against 19 accused including the Firm and its partners. The Hon'ble Special Court by an Order have framed charges against the accused persons, including the Firm. The Firm has been alleged to have paid illegal gratification of Rs. 20,000 lacs to Kalaignar on behalf of an accused public servant, through the process of layering and received back the same again through the process of layering from Kalaignar as Rs. 22,355 lacs. Thus, the Firm is alleged to be involved as also alleged to have committed an offence of money laundering under section 3 of the PML Act, which is punishable under section 4 of the PML Act. During the year 2014, 2,470,000 Series A ROCCPS shares of the value of Rs. 2547.90 lacs in lieu of loan advanced to Goan Hotels & Club Pvt. Limited., held by the Company have been handed over to Enforcement Directorate by letter dated 28th October, 2014 (Note No. 7.2). During the year 2015-16, 29,415 ROCCPS shares of the value of Rs.30.34 lacs in lieu of loan advanced to Marine Drive Hospitality & Realty Private Limited, held by the Company have been handed over to Enforcement Directorate vide letter dated September 28, 2015.

After completion of both the cases by two separate orders dated 21.12.2017, the Special Court in CBI as well as PMLA Case has passed the Orders acquitting all the Accused. By the Order dated 21.12.2017 in PMLA Case, the Special Court has also given Order for release of properties attached by the Directorate of Enforcement including of the Firm after the period of appeal is over. Against the said Orders, CBI as well as the Directorate of Enforcement have filed Criminal Leave Petitions before the Hon'ble Delhi High Court. Further, the Directorate of Enforcement has also filed petition for stay against Order and also release of the attached properties for which “status-quo” has been granted by Hon'ble Delhi High Court vide Order dated March 21,2018. There is no new development in this matter from the previous year ended March 31,2022.

52 The Company has made investments in various AOPs for the purpose of execution of separate real estate projects. The accounting of its share of accumulated losses in each of the AOPs has been made in the financial statment. Further, based on the assessment of the project, impairment loss has also been provided wherever required.

53 The Company has various debt obligations (excluding corporate guarantee) aggregating to Rs. 99,389.12 lacs within next 12 months. These obligations are higher than the current assets which are liquid in nature. This could result in significant uncertainty on its ability to meet these debt obligations and continue as going concern. The management is addressing this issue robustly for which the Company has entered into one time settlement with various lenders, raised funds through issued convertible warrants, entered in development agreement / joint ventures to revive various projects which have significantly high growth potential. The management is confident and has made plans to manage the liquidity position by restructuring the existing terms of borrowings, monetization of non-core assets, mobilization of additional funds and conversion of outstanding warrants into equity shares. Accordingly, the standalone financial statement are prepared on a going concern basis.

54 On account of losses incurred in the earlier years, the Company is not required to contribute towards Corporate Social Responsibility (CSR) as per section 135 of the Companies Act, 2013.

55 Realizable value of security deposits aggregating to Rs 2,257.95 lacs (previous year Rs. 2504.29 lacs) , investments and loans & advances in certain subsidiary companies/ entities aggregating to Rs 1,94,262.07 lacs (previous year Rs. 179,872.76 lacs) and inventory of construction work in progress of Rs. 34,098.04 lacs (previous year Rs. 32,115.22 lacs) are based on managements estimates, various approvals obtained / pending, stage of completion, projections of expected cost and revenue, realization of construction work in progress and market value of the underlying developments rights. These estimates are dynamic in nature and are dependent upon various factors such as eligibility of the tenants, changes in the saleable area, acquisition of new Floor Space Index (FSI) and other factors. Changes in these estimates can have significant impact on the financial results of the company for the year ended and also future periods, however quantification of the impact due to change in said estimates are not practical. (also refer note 9.1 & 13.2).

58 Additional Regulatory Information pursuant to Clause 6L of General Instructions for preparation of Balance Sheet as given in Part I of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given elsewhere in any other notes to the Standalone Financial Statements:

58.1 The Company does not have any Benami property and no proceedings have been initiated or is pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

58.2 During the year, 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, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company.

Further, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

58.3 The Company has not been sanctioned any working capital facility and taken any borrowing from banks or financial institutions during the year as well as previous year. Accordingly, there is no requirement for filing of quarterly returns or statements by the Company with the banks or financial institutions.

58.4 The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter at any time during the financial year or after the end of reporting period but before the date when the standalone financial statements are approved.

58.5 Details of loans or advances granted to promoters, directors, KMPs and the related parties, which are (a) repayable on demand or (b) without specifying any terms or period of repayment

58.9 The Company does not have any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year as well as previous year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

During the previous year, the Company, firms in which the Company is a partner and KMP's premises were searched by the Income Tax department. Subsequent to year end, in relation to the search, the Income tax department has issued assessment order. As per the said order, tax department has disallowed the certain expenses and reduced the carried forward losses.

During the current year, the Central Bureau of Investigation (CBI) has carried out searches of one of the wholly owned subsidiaries and certain documents [including back-up of the accounting software] have been taken by the department and CBI. The WOS has submitted all information as requested by the CBI from time to time and as per the WOS's understanding there is no pending information to be provided to the CBI as on March 31,2023. However, the Company is confident that it has not indulged in any activity that may make it liable for any liability in this regard.

58.10 The Company has not traded or invested in Crypto currency or Virtual Currency during the year as well as previous year.

58.11 The Company has not entered into any scheme of arrangements in terms of sections 230 to 237 of the Companies Act, 2013.