b) Rights of Equity Shareholders

The Company has only one class of Equity Shares having par value of ' 10/- each. Each holder of equity shares is entitled to one vote per share.

I n the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

* The Board has recommended a Dividend of ' 2/- (i.e. 20%) per equity share of ' 10/- each on 12,334,375 fully paid equity shares for the year ended March 31, 2025 aggregating to ' 246.69 Lakhs.

Note 1:- The general reserve is used from time to time to transfer profit from retained earnings for apportion purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of Other Comprehensive Income, items included in the general reserve will not be reclassified subsequently to statement of Profit & Loss.

Note 2:- The capital reserve is a portion of Company’s profits set aside from non-operational activities and not used for dividend distribution. These reserves are specifically earmarked for specific purposes and are distinct from revenue reserves which are generated from day to day operations and can be used for reinvestments.

Note 3:- As per the Companies Act, 2013, Capital redemption reserve is created when the company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve can be utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

Note 4:- Securities premium represents the premium received on issue of shares over and above the face value of equity shares. Such amount is available for utilisation in accordance with the provisions of the Companies Act, 2013.

Note 5:- Revaluation reserve is an accounting reserve used to record the difference between an assets historical cost and its current market value when it is revalued. This reserve acts as a separate component of equity, tracking the gains or losses arising from revaluing assets.

Note 6:- The portion of profit not distributed among the shareholders are termed as retained earnings. The company may utilize the retained earnings for making the investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board of Directors of the Company.

Note 28: Financial Instruments

Financial Assets and Liabilities:

The Company’s principal financial assets include investments, trade receivables, cash and cash equivalents, other bank balances, loans, derivative assets and other financial assets. The Company’s principal financial liabilities comprise of borrowings, trade payables, derivative liabilities and other financial liabilities. The main purpose of these financial liabilities is to finance the Company’s operations and projects.

The following methods and assumptions were used to estimate the fair values:

1. Fair value of cash and short-term deposits, trade and other short-term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

Fair Value Hierarchy:

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: Inputs which are not based on observable market data

The following tables summarize carrying amounts of financial instruments by their categories and their levels in fair value hierarchy for each year end presented.

Note 29: Financial Risk Management

Objective and policies:

The company’s principal financial liabilities comprise of loans and borrowings, trade and other payables. The main purpose of theses financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include mutual funds, trade and other receivable and cash and cash equivalents that derive directly from its operations. The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The senior management ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purpose.

The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below:

(i) Market Risk - Interest Rate Risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s main interest rate risk arises from the long-term borrowings with fixed rates. The Company’s fixed rates borrowings are carried at amortized cost. The Company invests the surplus fund generated from operations in mutual funds. Considering these mutual funds are short term in nature, there is no significant interest rate risk. The Company has laid policies and guidelines including tenure of investment made to minimize impact of interest rate risk.

(ii) Market Risk - Foreign Currency Risk:

The Company does not have material foreign currency exposure as at balance sheet date. Hence, it does not have any significant foreign currency risk.

(iii) Credit Risk:

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the company periodically assess financial reliability of customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

(i) Actual or expected significant adverse changes in business,

(ii) Actual or expected significant changes in the operating results of the counterparty,

(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations,

(iv) Significant increase in credit risk on other financial instruments of the same counterparty,

(v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

(iv) Liquidity Risk:

Liquidity risk is defined as the risk that the company will not be able to settle or meet its financial obligations on time, or at a reasonable price. The company’s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related such risk are overseen by senior management. Management monitors the company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

(v) Capital Risk Management:

The primary objective of the Company’s capital management is to maximize the shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.

No commission (Previous Year ' NIL) has been paid to the Managing Director for the year under review in view of resolution passed by the Board of director and as agreed by the Managing Director.

(v) Notes:

No amounts in respect of related parties have been written off / written back / provided for during the year. Related party relationships have been identified by the management and relied upon by the auditors.

Note 31: Employee Benefit Obligations:

Gratuity:

In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan (“The Gratuity Plan”) covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund administered by Reliance Nippon life Insurance Company & Future General Life Insurance Co. limited.

Note 32:

i) In the Opinion of the Management, any of the assets other than fixed assets and non-current investments have value on realization in the ordinary course of business at least equal to the amount as stated. The accounts of certain Trade Receivables, Trade Payables, Loans and Advances are however, subject to formal confirmations / reconciliations and consequent adjustments, if any. The management does not expect any material difference affecting the current year’s financial statements on such reconciliation/adjustments.

ii) No provision for interest has been made for loans and advances given to some of the parties as counter parties not able to make repayment of due amount and company will make provision for such interest in the year of realization as prudent practice by the company in respect of such parties.

iii) The Company had advanced loan to Mundara Estate Developers Limited, Mumbai. The Corporate Debtor has failed to repay the financial dues / debt advanced by the Company as a loan to them. As intimated earlier, the Company commenced Corporate Insolvency Resolution Process (“CIRP”) against Mundara Estate Developers Limited (“MEDL”) vide order dated January 12, 2023 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“Code”). The Committee of Creditors (“CoC”) of MEDL approved the resolution plan (“Resolution Plan”) submitted by Jagjit Estate & Development Company Private Limited (“the Successful Resolution Applicant” or “SRA”) on March 28, 2024. Subsequently, on April 01, 2024, the Administrator filed an application before the NCLT under Section 30(6) of the Code for the submission of the approved Resolution Plan by the CoC. The matter was listed for pronouncement before the NCLT on October 24, 2024.

On October 24, 2024, the NCLT issued an order approving the Resolution Plan submitted by Jagjit Estate and Development Company Pvt. Ltd. as part of the corporate insolvency resolution process of Mundara Estate Developers Limited (“Corporate Debtor”). As a result of the approved Resolution Plan, the Company, being a Financial Creditor successfully recovered ' 10.40 crores against its admitted claim. The resolution plan has been implemented in accordance with the terms and conditions specified in the approved plan. All repayment obligations under the Resolution Plan have been fulfilled and fully settled by December 07, 2024.

In accordance with the terms of the approved resolution plan, the Company, in its capacity as a Financial Creditor, received a recovery of ' 10.40 crore. The balance amount of ' 16.94 crore, as reflected in the Company’s books and not recoverable through the resolution process, has been prudently written off during the year. This amount has been recognised under “Exceptional Items” in the Statement of Profit and Loss, in compliance with applicable accounting standards and the Company’s commitment to fair and transparent financial reporting.

iv) The Company had received an order from SEBI. The Company has been restrained from accessing the securities market and buying, selling or dealing in securities, either directly or indirectly, in any manner for the period of 2 (two) years from the date of order. The Company has filed appeal with the Securities Appellate Tribunal (SAT) challenging the order. The Securities Appellate Tribunal (SAT) has granted Stay order vide its order dated October 28, 2021. The Proceedings have been adjourned and are scheduled to resume on July 28 to 31, 2025.

Note 34: Dues to Micro and Small Enterprises

The company has initiated the process of obtaining confirmation from suppliers who have registered themselves under the Micro, Small & Medium Enterprises Development Act, 2006 (MSMED Act, 2006) (As amended). The above-mentioned information has been complied to the extent of responses received by the company from its suppliers with regard to their registration under Micro, Small & Medium Enterprises Development Act, 2006 (MSMED Act, 2006) (As amended).

Note 36: Contingent liabilities not provided for in respect of:

The Company has filed an appeal with the Hon’ble High Court of Bombay challenging Final Order No. A/86346/2019 dated August 5, 2019 in Appeal No. C/178/2012 issued by the Customs, Excise and Service Tax Appellate Tribunal (CESTAT). The CESTAT’s final order upheld a demand for differential duty against erstwhile Global Boards Limited for failing to meet export obligations under Notification No. 160/92-Cus. Additionally, the CESTAT ruled that Global Boards Limited must pay interest at 24% per annum on the differential duty, which amounts to ' 5,76,75,989/-. The tribunal did, however, overturn the confiscation and penalty previously imposed on the Company.

The Company has filed an appeal before the Hon’ble Bombay High Court (Customs Appeal No. 15 of 2020) challenging the levy of interest at the time of import, on the ground that no such provision existed under Section 18 of the Customs Act, 1962 at the relevant time. The Hon’ble High Court has admitted the appeal, as the interest demand lacks sustainable basis. Further, the Customs Department has filed an appeal (Customs Appeal No. 23 of 2022) against the CESTAT order which set aside the confiscation and penalty imposed on the Company while confirming recovery of differential duty and payment of interest thereon. Based on the opinion of legal counsel, the Company believes that there is a strong likelihood of success before the Hon’ble High Court, particularly in light of the Supreme Court’s ruling in Jaswal Neco Ltd. v. CC [2015 (322) ELT 561 (SC)]. As a matter of prudence, the Company has earmarked the disputed liability amount in a fixed deposit under an escrow account to safeguard against any potential adverse outcome. The matter, however, is not expected to have any material impact on the Company’s status as a going concern.

As of March 31, 2025, the Company is involved in Income Tax Proceedings for Assessment Years 2010-11 and 2016-17, resulting in potential contingent liabilities of ' 169.62 Lakhs and ' 4.36 Lakhs, respectively. The Company has filed appeals with the Commissioner of Income Tax against these assessments. Based on its evaluation of the merits of these appeals, the Company believes that a favourable outcome is probable, which would eliminate the contingent liabilities. Management and legal counsel are of the opinion that the Company’s position in these matters is sound and that the ultimate resolution of these proceedings is not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

The Company had filed appeals before the Hon’ble Income Tax Appellate Tribunal (ITAT) concerning matters related to several Assessment Years. The ITAT directed the Assessing Officer to re-examine the issues and, following a review that favoured the assessee, the Assessing Officer issued revised assessment orders for the relevant Assessment Years. However; while issuing these revised orders, the Assessing Officer inadvertently failed to grant credit for advance tax and self-assessment tax payments made by the Company. This oversight resulted in erroneous demands being raised for three Assessment Years, namely AY 2003-04, AY 2004-05, and AY 2005-06, whereas the Company is actually entitled to refunds in these respective Assessment Years. The Company has filed applications for rectification of these orders under Section 154 of the Income Tax Act, 1961, and is actively pursuing the matter with the Assessing Officer. Management is confident that the rectification will be processed and the due refunds will be issued to the Company accordingly.

Note 37: Corporate Social Responsibility:

As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility (CSR) activities. A CSR Committee has been formed by the Company as per the Act.

As per Section 135(9) of the Companies Act, 2013, where the amount to be spent by a Company does not exceed fifty lakhs rupees, the requirement for the CSR Committee shall not be applicable, accordingly CSR Committee of the Committee dissolved and the functions of CSR Committee shall be discharged by the Board of Directors of the Company. The funds were primarily utilized through the year on the activities which are specified in Schedule VII of the Companies Act, 2013. The Company has incurred the following expenditure on CSR activities during the Financial Year 2024-25:

Note 39: Relationship with Struck Off Companies

The Company has not entered into any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of The Companies Act, 1956.

Note 40: Registration of charges or satisfaction with Registrar of Companies (ROC)

As at the reporting dates, none of the charges or satisfaction of charges are yet to registered with Roc beyond the statutory time limit.

Note 41: Compliance with number of layers of Companies

The provisions relating to number of layers prescribed u/s 2(87) of the Companies Act, 2013 read with Companies (Restriction on number of layers) Rules, 2017 are not applicable to the company.

Note 42: Compliance with approved scheme(s) of arrangements

The Company does not have any scheme of arrangements approved by the competent authority in terms of sections 230 to 237 of The Companies Act, 2013

Note 43: Disclosure in relation to undisclosed income

There are no transactions that has not been recorded in the books of accounts and has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

Note 44: Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the financial year and comparative period.

Note 45: Details of Benami properties

The Company does not hold any benami properties. No proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibitions) Act, 1988 and the rules made thereunder.

Note 46: Event occurring after Balance Sheet date

The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements.

The Company’s pending litigation comprises mainly claims against the Company, proceedings pending with tax & other Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial statements. Future cash outflow in respect of the above are determinable only on receipts of judgments/decisions pending with various forums/authorities.

Note 47: The Code on Social Security, 2020 (Code) relating to employee benefits during employment and post-employment benefits received Presidential Assent in September, 2020. The code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretations have not been issued. The company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective. Based on a preliminary assessment, the entity believes the impact of the change will not be significant.

*Note: Profit used in calculating the profitability ratios is adjusted for exceptional item due to its unusual and non-recurring nature.

Note 49: Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classification/disclosure.