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

BSE: 534597ISIN: INE834M01019INDUSTRY: Infrastructure - General

BSE   ` 25.30   Open: 25.01   Today's Range 24.72
25.46
+0.62 (+ 2.45 %) Prev Close: 24.68 52 Week Range 24.42
69.73
Year End :2025-03 

Provisions are recognized only when there is a
present obligation, as a result of past events, and
when a reliable estimate of the amount of obligation
can be made at the reporting date. These estimates
are reviewed at each reporting date and adjusted
to reflect the current best estimates. Provisions are
discounted to their present values, where the time
value of money is material.

• Possible obligations which will be confirmed only
by future events not wholly within the control of
the Company, or

• Present obligations arising from past events where
it is not probable that an outflow of resources will
be required to settle the obligation or a reliable
estimate of the amount of the obligation cannot
be made.

Contingent liabilities may arise from litigation,
taxation and other claims against the Company.
The contingent liabilities are disclosed where it is
management's assessment that the outcome of any
litigation and other claims against the Company is
uncertain or cannot be reliably quantified, unless the
likelihood of an adverse outcome is remote.

Contingent assets are not recognised. However, when
inflow of economic benefit is probable, related asset
is disclosed.

o) Earnings per share

Basic earnings per share is calculated by dividing the
net profit or loss for the period attributable to equity
shareholders (after deducting attributable taxes)
by the weighted average number of equity shares
outstanding during the period. The weighted average
number of equity shares outstanding during the
period is adjusted for events including a bonus issue.

For the purpose of calculating diluted earnings per
share, the net profit or loss for the period attributable
to equity shareholders and the weighted average
number of shares outstanding during the period
are adjusted for the effects of all dilutive potential
equity shares.

p) Business combination under common control
Business combinations involving entities of businesses
under common control are accounted for using the
pooling of interest method as per Ind AS 103 "Business
Combinations". Under pooling of interest method,
the assets and liabilities of the combining entities or
businesses are reflected at their carrying amounts
after making necessary adjustments, to harmonize
the accounting policies. The financial Information in
the standalone financial statements in respect of prior
periods is restated as if the business combination had
occurred from the beginning of the preceding period

in the standalone financial statements, irrespective
of the actual date of the combination. The identity of
the reserves is preserved in the same form in which
they appeared in the standalone financial statements
of the transferor and the difference, if any, between
the amount recorded as share capital issued plus
any additional consideration in the form of cash or
other assets and the amount of share capital of the
transferor is transferred to capital reserve.

q) Segment reporting

Operating segments are reported in a manner
consistent with the internal reporting provided to
the chief operating decision maker (CODM).

All operating segments' results are reviewed regularly
by the Board of Directors, who have been identified
as the CODM, to allocate resources to the segments
and assess their performance.

r) Certain prior year amounts have been reclassified
for consistency with the current year presentation.
Such reclassification does not have any impact on
the current year financial statements.

s) Recent accounting pronouncements:

Standards issued but not yet effective

The Ministry of Corporate Affairs notifies new
standard or amendment to the existing standards.
There is amendment to Ind AS 21 "Effects of Changes
in Foreign Exchange Rates".

The Effects of Changes in Foreign Exchange Rates
specify how an entity should assess whether
a currency is exchangeable and how it should
determine a spot exchange rate when exchangeability
is lacking. The amendment also requires disclosure
of information that enables users of its financial
statements to understand how the currency not being
exchangeable into the other currency affects, or is
expected to affect, the entity's financial performance,
financial position and cash flows.

The amendment is effective for the period on or after
01 April 2025. When applying the amendment, an
entity cannot restate comparative information.

The Company has reviewed the new pronouncement
and based on its evaluation has determined that above
amendments does not have a significant impact on
the Company's Standalone Financial Statements.

Standards issued/amended and became effective

The Ministry of Corporate Affairs notified new
standards or amendment to existing standards under
Companies (Indian Accounting Standards) Rules as
issued from time to time. The Company has applied
following amendments for the first-time during the
current year which are effective from 01 April 2024.

Amendments to Ind AS 116 - Lease liability in a
sale and leaseback

The amendments require an entity to recognise lease
liability including variable lease payments which are
not linked to index or a rate in a way it does not result
into gain on Right of Use asset it retains.

Ind AS 117 - Insurance Contracts

MCA notified Ind AS 117, a comprehensive standard
that prescribe, recognition, measurement and
disclosure requirements, to avoid diversities in
practice for accounting insurance contracts and
it applies to all companies i.e., to all "insurance
contracts" regardless of the issuer. However, Ind
AS 117 is not applicable to the entities which are
insurance companies registered with IRDAI.

The Company has reviewed the new pronouncements
and based on its evaluation has determined that
above amendments do not have a significant impact
on the Company's Standalone Financial Statements.

3. Significant management accounting
judgements, estimates and assumptions

The preparation of the Company's standalone
financial statements requires management to make
judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures,
and the disclosure of contingent liabilities. The
estimates and assumptions are based on historical
experience and other factors that are considered
to be relevant. The estimates and underlying
assumptions are reviewed on an ongoing basis and
any revisions thereto are recognized in the period
of revision and future periods if the revision affects
both the current and future periods. Uncertainties
about these assumptions and estimates could result
in outcomes that require a material adjustment to
the carrying amount of assets or liabilities affected in
future periods.

The key assumptions concerning the future and other
key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described
below. The Company based its assumptions and
estimates on parameters available when the
standalone financial statements were prepared.
Existing circumstances and assumptions about future
developments, however, may change due to market
changes or circumstances arising that are beyond the
control of the Company. Such changes are reflected
in the assumptions when they occur.

Estimates:

Defined benefit plans

The cost of the defined benefit gratuity plan and
the present value of the gratuity obligation are
determined using actuarial valuations. An actuarial
valuation involves making various assumptions that
may differ from actual developments in the future.
These include the determination of the discount
rate, future salary increases and mortality rates. Due
to the complexities involved in the valuation and
its long-term nature, a defined benefit obligation
is highly sensitive to changes in these assumptions.
All assumptions are reviewed at each reporting
date. Information about the various estimates and
assumptions made in determining the present
value of defined benefit obligations are disclosed in
note 34.

Useful lives of depreciable/ amortisable assets

The Company has estimated useful life of each class
of assets based on the nature of assets, the estimated
usage of the asset, the operating condition of the
asset, past history of replacement, anticipated
technological changes, etc. The Company reviews
the useful life of property, plant and equipment and
Intangible assets as at the end of each reporting
period. This reassessment may result in change in
depreciation expense in future periods.

Fair value measurements

I n estimating the fair value of financial assets and
financial liabilities, the Company uses market
observable data to the extent available. Where
such Level 1 inputs are not available, the Company
establishes appropriate valuation techniques and

inputs to the model. The inputs to these models are
taken from observable markets where possible, but
where this is not feasible, a degree of judgement
is required in establishing fair values. Judgements
include considerations of inputs such as liquidity
risk, credit risk and volatility. Changes in assumptions
about these factors could affect the reported fair
value of financial instruments. Information about the
valuation techniques and inputs used in determining
the fair value of various assets and liabilities are
disclosed in note 52.

Impairment of non-financial assets

I mpairment exists when the carrying value of an
asset or cash generating unit exceeds its recoverable
amount, which is the higher of its fair value less costs
of disposal and its value in use. The fair value less
costs of disposal calculation is based on available data
from binding sales transactions, conducted at arm's
length, for similar assets or observable market prices
less incremental costs for disposing of the asset.

I mpairment of property, plant and equipment,
Right-of-Use and intangible assets

Property, plant and equipment, Right-of-Use and
intangible assets that are subject to depreciation/
amortisation are tested for impairment periodically
including when events occur or changes in
circumstances indicate that the recoverable amount
of the cash generating unit is less than its carrying
value. The recoverable amount of cash generating
units is higher of value-in-use and fair value less cost
to sell. The calculation involves use of significant
estimates and assumptions which includes turnover
and earnings multiples, growth rates and net margins
used to calculate projected future cash flows,
risk-adjusted discount rate, future economic and
market conditions.

Impairment of Investments made / Loans given
to subsidiaries

In case of investments made and loans given by the
Company to its subsidiaries, the Management assesses
whether there is any indication of impairment in the
value of investments and loans. The carrying amount
is compared with the present value of future net cash
flow of the subsidiaries based on its business model
or estimate is made of the fair value of the identified
assets held by the subsidiaries, as applicable.

Taxes

Significant management judgement is required to
determine the amount of deferred tax assets that can
be recognised, based upon the likely timing and the
level of future taxable profits together with future tax
planning strategies, including estimates of temporary
differences reversing on account of available benefits
under the Income Tax Act, 1961.

Deferred tax assets are recognised for unused tax
losses to the extent that it is probable that taxable
profit will be available against which the losses can
be utilised. Significant management judgement is
required to determine the amount of deferred tax
assets that can be recognised, based upon the likely
timing and the level of future taxable profits together
with future tax planning strategies.

Judgements:

Determining the lease term of contracts with
renewal and termination options - the Company
as lessee

The Company determines the lease term as the non¬
cancellable term of the lease, together with any
periods covered by an option to extend the lease if it
is reasonably certain to be exercised, or any periods
covered by an option to terminate the lease, if it is
reasonably certain not to be exercised. It considers
all relevant factors that create an economic incentive
for it to exercise either the renewal or termination.
The Company has several lease contracts that
include extension and termination options. The
Company applies judgement in evaluating whether
it is reasonably certain whether or not to exercise
the option to renew or terminate the lease. That is, it
considers all relevant factors that create an economic
incentive for it to exercise either the renewal or
termination. The Company included the renewal
period as part of the lease term for leases of property
with shorter non-cancellable period. The Company
typically exercises its option to renew for these leases
because there will be a significant negative effect on
business if a replacement alternate property is not
readily available. The renewal periods for leases of
property with longer non-cancellable periods are
not included as part of the lease term as these are
not reasonably certain to be exercised. Furthermore,
the periods covered by termination options are
included as part of the lease term only when they are
reasonably certain not to be exercised.

a. Inter corporate deposits carry interest in range of 6.50%-7.25% and are recoverable on demand.

b. The Company has extended inter corporate deposits (ICD) amounting to H 23.93 million (31 March 2024 : 22.87 million)
to wholly owned subsidiary, Neorise Technologies, FZCO Dubai (""Neorise"") for a period of 3 years at an interest
rate of 180 day average month Secured Overnight Financing Rate (SOFR) plus 0.50%, payable at the end of term.
The Board of Directors vide resolution dated 21 December 2024 had approved conversion of ICD of AED 2 million
extended to Neorise Technologies FZCO, wholly owned foreign subsidiary (‘WOS’ or ‘the Foreign Entity’), into
equity capital at a valuation derived by the external valuer.

Subsequent to the balance sheet date, on 1 April 2025, on receipt of approval from authorities of foreign
subsidiary, the Company has converted loan extended to Neorise Technologies FZCO, wholly owned subsidiary
(‘WOS’ or ‘the Foreign Entity’), into equity capital aggregating to AED 1.99 million in accordance with the FEMA
regulations. The Company management has assessed this transaction as a non-adjusting event as at the balance
sheet date.

c. During the year ended 31 March 2025, the Company had assigned its inter corporate deposit amounting to
H 209.70 million (including interest accrued), given to subsidiary Company, Neotec Enterprises Limited to
Priapus Developer Private Limited (PDPL), an existing lender of the Company, under a deed of assignment of
ICD agreement dated 31 March 2025. Pursuant to this, the assigned ICD has been derecognized from the books
in accordance with the derecognition criteria under Ind AS 109 - Financial Instruments. The Company has no
continuing involvement in the assigned asset post-transfer.

d. Further, the Company, subsequent to the balance sheet date, has assigned its inter corporate deposit amounting
to H 168.79 million (including interest accrued), given to subsidiary Company, Neosky India Limited to Priapus
Developer Private Limited (PDPL), under a deed of assignment of ICD agreement dated 6 May 2025. Such
transaction has been assessed to be a non adjusting event as at balance sheet date.

e. For transactions with related parties, refer note 33(viii)

b) Rights/ restrictions attached to equity shares

The Company has only one class of equity shares with voting rights, having a par value of H 2 per share. Each
shareholder of equity shares is entitled to one vote per share held. Each share is entitled to dividend, if declared, in
Indian Rupees. The dividend, if any, proposed by Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting, except in the case of interim dividend. In 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.

(ii) 4.82% equity shares of the Company, held by one of the promoter Company got released that were earlier
pledged to secure working capital facility for Cocoblu and Revolt."

*During the year ended 31 March 2024:

(i) 1.36% equity shares of the Company, held by one of the promoter Company were pledged to secure the issuance
of Unlisted Non-Convertible Redeemable Debentures by Cocoblu Retail Limited, a wholly owned subsidiary.

(ii) 6.88% equity shares of the Company, held by one of the promoter Company got released that were earlier
pledged to secure working capital loan for Cocoblu Retail Limited, a wholly owned subsidiary of the Company."

The above information has been furnished as per the shareholders' register as at the year end.

For the details of shares reserved for issue under the Employees Stock Options Plan (ESOP) of the Company, refer

note 51

Nature and purpose of other reserves
Capital reserve

Capital reserve was created in earlier years in relation to specific transactions. Capital reserve is not available for
distribution to the shareholders.

Securities premium

Securities premium represents premium received on issue of shares. The reserve is utilised in accordance with the
provisions of the Companies Act, 2013.

- There are no non cash transactions entered with promoters or directors.

- The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions.

- Key managerial personnel are entitled to post-employment benefits and other long term employee benefits
recognised as per Ind AS 19 - 'Employee benefits' in the standalone financial statements. As the employees benefits
are lump sum amounts provided on the basis of actuarial valuation, the same is not included above.

- During the year, pursuant to the scheme (refer note 51), the Company granted Stock Options to eligible employees,
including KMPs, under its Employee Stock Option plan [within the meaning of the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Since such Stock Options are not tradeable,
no perquisite or benefit is immediately conferred upon the employee by grant of such Stock Options, and accordingly
the said grants have not been considered as 'remuneration'. However, in accordance with Ind AS 102, the Company
has recorded employee benefits expense by way of share based payments to employees of H Nil for the year ended
31 March 2025 (2024 - H 29.97 million), of which H Nil is attributable to KMPs.

34 Employee benefits
Defined contribution:

Contributions are made to the Government Provident Fund and Family Pension Fund which cover all regular
employees eligible under applicable Acts. Both the eligible employees and the Company make pre-determined
contributions to the Provident Fund. The contributions are normally based upon a proportion of the employee's
salary. The Company has recognized in the Statement of Profit and Loss an amount of H 1.21 million (31 March 2024:
H 0.97 million) towards employer's contribution towards provident fund.

(I) Defined benefits:

Gratuity scheme - This is an unfunded defined benefit plan and it entitles an employee, who has rendered at
least 5 years of continuous service, to receive one-half month's salary for each year of completed service at the
time of retirement/exit details as below

i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment
of Gratuity Act, 1972 with vesting period of 5 years of service.

ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.
Gratuity payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment of
Gratuity Act, 1972 except the Company does not have any limit on gratuity amount.

Other benefits:

Provision for unfunded compensated absences payable to eligible employees on availment/ retirement/ separation
is based upon an actuarial valuation as at the year ended 31 March 2025. Major drivers in actuarial assumptions,
typically, are years of service and employee compensation. The commitments are actuarially determined using the
'Projected Unit Credit Actuarial Method' as at the year end. Gains/ losses on changes in actuarial assumptions are
accounted for in the Statement of Profit and Loss as identified by the Management of the Company.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of Gratuity and
Compensated Absences and the amounts recognised in the financial statements for the year ended 31 March 2025
and 31 March 2024:

The employer's best estimate of contributions expected to be paid during the annual period beginning after
the balance sheet date, towards gratuity is H 1.36 million (31 March 2024 : H 2.17 million).

The defined benefit plans expose the Company to actuarial risk which are set out below:

Interest rate risk: The present value of the defined benefit plan liability is generally calculated using a discount
rate determined by reference to government bond yields and in certain overseas jurisdictions, it is calculated
in reference to government bond yield adjusted for a corporate spread. If bond yields fall, the defined benefit
obligation will tend to increase.

Life expectancy : The present value of the defined benefit plan liability is calculated by reference to the best
estimate of the mortality of plan participants both during and after their employment. An increase in the life
expectancy of the plan participants will increase the plan's liability.

Inflation risk: A significant proportion of the defined benefit liability is linked to inflation. An increase in the
inflation rate will increase the Company's liability.

Salary growth risk: The present value of the defined benefit plan obligation is calculated by reference to the future
salaries of plan participants. An increase in the salary of the plan participants will increase the plan obligation.

a. The sensitivity analysis above have been determined based on a method that extrapolates the impact
on defined benefit obligation as a result of reasonable changes in an assumptions occurring at the end
of the reporting period while holding all other assumption constraint. In practice it is unlikely to occur
and change in some of the assumption may be correlated. When calculating the sensitivity of the defined
benefit obligation to significant actuarial assumptions the same method (present value of the defined
benefit obligation calculated with the projected unit credit method at the end of the reporting period)
has been applied as when calculating the defined benefit liability recognised in the balance sheet.

b. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared
to the prior period.

c. Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.

d. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions
before retirement & life expectancy are not applicable being a lump sum benefit on retirement.

The Company has elected not to recognise a lease liability for short term leases (leases of expected term of 12 months
or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. In
addition, certain variable lease payments are not permitted to be recognised as lease liabilities and are expensed
as incurred.

37 As per Ind AS 108 "Operating Segments", if a financial report contains both consolidated financial statements and
the separate financial statements of the Parent Company, segment information may be presented on the basis of
the consolidated financial statements. Thus, disclosure required by regulation 33 of the SEBI (Listing Obligations
8- Disclosure Requirements) Regulations, 2015 on segment information and as per Ind AS 108 has been given in
consolidated financial statements.

38 The Company is primarily engaged in the business of investing in technology focused new age businesses including
retail e-commerce, electric vehicles, fintech, drones and others through its Group Companies. During the previous
year ended 31 March 2024, the Company had met the principal business test criteria as per RBI press release dated
April 8, 1999, for classification as a Non-Banking Financial Company ('NBFC').

Further, as at 31 March 2024, the Company held more than 90% of its assets in the form of investments in shares
of its Group Companies and loans to such Group Companies and the Company had not accessed any public funds.
Accordingly, the Company qualifies to be an "Unregistered Core Investment Company" ('CIC') in terms of "Master
Direction - Core Investment Companies (Reserve Bank) Directions, 2016"", effective from the current financial year.
Consequently, the Company is eligible to carry on business activities permissible to CIC, without obtaining registration
from Reserve Bank of India under section 45-IA of the Reserve Bank of India Act, 1934.

Pursuant to above applicability, the standalone financial statements have been prepared and presented in the format
prescribed in the Division III of Schedule III to the Companies Act, 2013 instead of Division II of Schedule III followed
in year ended 31 March 2024, with no impact on the reported amounts of assets, liabilities, income & expenses
in aggregate.

39 (i) The Company has acquired 100% stake in Neofirst Limited on 04 February 2025 (now Cocoblu Quick Commerce

limited) for H 0.1 million, consequent to which it has become a wholly owned subsidiary of the Company.

(ii) During the previous year ended 31 March 2024, Revolt Intellicorp Private Limited ("Revolt"), a wholly owned
subsidiary of the Company had acquired 100% stake of Neoseller Limited on 28 March 2024 (now Revolt Coco
Limited), consequent to which it had become a wholly owned subsidiary of Revolt and step down subsidiary
of the Company.

40 During the year ended 31 March 2025, in accordance with Ind AS-109, the Company has recognised unrealised gain of
H 1,638.50 million (31 March 2024: unrealised gain of H5,638.99 million), on investment in equity shares of RattanIndia
Power Limited, on account of movement in market/ quoted price. Further, necessary tax impact on such unrealised
gain has been considered in these standalone financial statements.

Out of total holding, 79,54,54,718 (31 March 2024: 79,54,54,718), equity shares of RPL are pledged in favour of the
lenders of Rattanindia Power Limited.

41 a. Commitments and contingencies

The Company had executed a Deed dated 31 December 2019 as a Sponsor of RattanIndia Power Limited (RPL),
in favour of Vistra ITCL (India) Limited (Security Trustee). As per the terms of Deed, the Company (Sponsor) had
guaranteed the Backstopped Liabilities; liabilities of the borrower and claims made by the existing lenders
against the borrower in relation to the existing lenders, redeemable preference shares, including but not limited
to the payment of any dividend or the redemption of the existing lenders redeemable preference shares, that
the management of RPL and REL, have assessed the likelihood to be not probable as at the balance sheet date.

Further, during the previous year, the Company had executed a deed of assurance in respect of amounts payable,
if any, on account of a claim made against RPL, in relation to certain identified liabilities, on occurrence of certain
identified event of defaults as mentioned in the deed, that the management of RPL and REL, have assessed the
likelihood to be not probable as at the balance sheet date.

’Corporate guarantees given on behalf of subsidiary companies to vendors, financial institutions for working
capital limits. (refer note 33)

2The Company has provided a corporate guarantee towards financing facility availed by a related party. (also
backed by Nettle Constructions Private Limited. [refer note 33 (VIII) & (XI)] )

c. During the year ended 31 March 2025, Canara Bank has filed an application under Section 7 of the Insolvency and
Bankruptcy Code, 2016 before the National Company Law Tribunal - New Delhi Bench - Court - II, which is not yet
admitted, alleging default in payment by borrower- Sinnar Thermal Power Limited [an erstwhile subsidiary Company
of RattanIndia Power Limited; and currently admitted under Corporate Insolvency Resolution Process (CIRP)],
seeking initiation of CIRP against the Company, as a Corporate Guarantor. The Company has assessed the allegation
and has concluded that it is not a Corporate Guarantor and has filed its response. The matter is sub judice as on date.
The Company's management based upon inputs from legal experts, is of the view that Canara Bank does not
have a valid case and that the application filed under section 7 of IBC Code, is not maintainable under applicable
laws and believes that the matter is not expected to have any material impact on these Standalone financial
statements and/or on the operations and functioning of the Company."

d. Other commitments

Net worth of certain subsidiaries of the Company have eroded and the Company has issued letter of support as
committed operational and financial support to these subsidiaries as and when needed for a period of atleast
12 months from the date of approval / preparation of financial statements of such subsidiaries.

42 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule
3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring
companies, which uses accounting software for maintaining its books of account, shall use only such accounting
software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change
made in the books of account along with the date when such changes were made and ensuring that the audit trail
cannot be disabled.

The Company has used accounting software for maintaining its books of account which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in
the software, except that the audit trail of accounting software for the period 1 April 2023 to 3 April 2023 has not
been preserved by the Company as per the statutory requirements for record retention.

Further, no instance of audit trail feature being tampered with was noted in respect of the software and except
for the instance above, the audit trail has been preserved by the Company as per the statutory requirements for
record retention.

43 The Code on Social Security, 2020 ('Code') has been notified in the Official Gazette of India on 29 September 2020,
which could impact the contributions of the Company towards certain employment benefits. Effective date from
which changes are applicable is yet to be notified and the rules are yet be framed. Impact, if any, of change will be
assessed and accounted for in the period of notification of relevant provisions.

The above information has been determined to the extent such parties have been identified on the basis of
information available with the Company.

45 The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses as at 31 March 2025 and 31 March 2024.

46 The disclosure as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
related to loans and advances in the nature of loans given to subsidiaries, associates and others and investments in
shares of the Company by such parties is covered in the related party disclosures (refer note 33).

47 The Company is covered under Section 135 of the Act and accordingly, has constituted a Corporate Social
Responsibility Committee of the Board. However, as the Company did not have average net profits based on the
immediately preceding three financial years, the Company is not required to spend amounts towards Corporate
Social Responsibility in terms of the Act.

48 The Company has long-term investments, Inter-company deposits and other balances in subsidiaries, which are
measured at cost less impairment or at fair value through profit or loss. The management assesses the performance
of these entities including the future projections, relevant economic and market conditions in which they operate to
identify if there is any indicator of impairment in the carrying value of the investments and loans. In case indicators
of impairment exist, the impairment loss is measured by estimating the recoverable amounts based on the higher
of (i) 'fair value less cost of disposal' determined using market price information, where available, and (ii) 'value-
in-use' estimates determined using discounted cash flow projections, where available. The fair value less costs of
disposal is determined using the market approach. The future cash flow projections are specific to the entity based
on its business plan and may not be the same as those of market participants. The future cash flows consider key
assumptions such as volume projections, margins, terminal growth rates, etc. with due consideration for the potential
risks given the current economic environment in which the entity operates. The discount rates used with required
tax rates based on weighted average cost of capital and reflects market's assessment of the risks specific to the asset
as well as time value of money. The recoverable amount estimates are based on judgments, estimates, assumptions
and market data as on reporting date and ignore subsequent changes in the economic and market conditions.
During the previous year ended 31 March 2024, the performance of subsidiaries along with capital allocation decisions,
coupled with the relevant economic and market indicators including inflationary trends resulted in indicators of
impairment in respect of one entity. Accordingly, the Company determined the recoverable amounts of the long
term investments and other exposures related to these entities and recorded a provision of H 80 million during the
previous year ended 31 March 2024. The value-in-use calculation considered discount rates ranging from 40.0% -
50.0% and the terminal growth rates ranging from 3.0% -5.0%.

50 Business Combination

During the previous year ended 31 March 2024, the Company had entered into a business transfer agreement dated
1 June 2023, for acquisition of Technology Business, as a going concern on slump sale basis for cash consideration
of H 1 million (determined based on valuation by a registered valuer), from RattanIndia Technologies Private Limited
('RTPL'). Management believed that such acquisition shall enable the Company develop new capabilities, create
valuable knowledge-based resources and improve strategic flexibility to reduce cost and development time.

The Company's management had assessed that the above acquisition was within the purview of Appendix C of
Ind AS 103- 'Business Combinations'. Accordingly, such acquisition had been accounted using ""Pooling of Interest
Method"" wherein the assets and liabilities of the acquired business had been recorded in the books of the Company
at their pre-acquisition carrying amounts and no adjustments had been made to reflect fair values and thus, there
was no recognition of any new assets or liabilities arising from this business combination. The retained earnings of the
acquired business had been combined with the retained earnings of the Company. Further, the difference between
the consideration paid, and the net assets acquired as adjusted by the retained earnings combined as aforesaid, had
been adjusted under 'Capital reserve' in accordance with Appendix C of Ind AS 103, Business Combinations.

As further required under Appendix C to Ind AS 103, the comparative accounting period presented for earlier period
in the financial statements and notes had been restated by including the accounting effect of the acquisition of the
business, as stated above, from the beginning of the comparative period presented, i.e., 1 April 2022, in the financial
statements for the year ended 31 March 2024, the impact of which is detailed as follows:

51 Employees Stock Options Schemes

(i) Stock Option Scheme of RattanIndia Enterprises Limited (formerly RattanIndia Infrastructure Limited) ("RIL

ESOP 2022"):

(a) During the previous year ended 31 March 2023, RattanIndia Enterprises Limited Employee Stock Option Plan 2022
("REL ESOP 2022) was formulated and is being administered through REL Employee Welfare Trust (hereinafter
"Trust"). The Trust had acquired equity shares of the Company from the open market against the loan given by
the Company to the Trust which is payable on demand. The financial statements of the Trust have been included
in the standalone and consolidated financial statements of the Company in accordance with the requirements
of IND AS and cost of such treasury shares has been presented as a deduction in ""Other Equity"", Such number
of equity shares (held by the Trust) have been excluded while computing basic and diluted earnings per share.
As of 31 March 2025, the Trust holds 1,381,988 equity shares (Face value of H 2 each) of the Company.

The Nomination & Remuneration Committee of Company:

(b) During the previous year ended 31 March 2024, approved the grant of 30,00,000 stock options to the eligible
employees at an exercise price of H 61.15 per share on 4 September 2023.

(c) During the year ended 31 March 2025, approved the grant of 25,00,000 stock options to the eligible employees
at an exercise price of H 76.20 per share on 9 April 2024.

The above stock options shall vest over a period of 3 years from the date of grant and are exercisable within a period
of 3 years from the date of vesting.

52 Financial instruments
i) Fair values hierarchy

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

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

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

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

Valuation technique used to determine fair value

The fair value of a financial instrument on initial recognition is normally the transaction price (fair value of the
consideration given or received). Subsequent to initial recognition, the Company determines the fair value of
financial instruments that are quoted in active markets using the quoted bid prices (financial assets held) or
quoted ask prices (Financial liabilities held) and using valuation techniques for other instruments. Valuation
techniques include discounted cash flow method, market comparable method, recent transactions happened
in the company and other valuation models. The Company uses valuation techniques that are appropriate in
the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant
observable inputs and minimising the use of unobservable inputs.

ii) Risk management

The Company is exposed to various risks in relation to financial instruments. The Company's financial assets
and liabilities by category are summarised in note 53(i). The main types of risks are market risk, credit risk and
liquidity risk. The most significant financial risks to which the Company is exposed are described below.

The Company's risk management is carried out by a central finance department (of the Company) under direction
of the Board of Directors. The Board of Directors provides principles for overall risk management, and covering
specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. Credit risk arises from
cash and cash equivalents, trade receivables, investments carried at amortised cost and deposits with banks
and financial institutions. The Company's maximum exposure to credit risk is limited to the carrying amount of
financial assets recognised at 31 March 2025 and 31 March 2024, as summarised below:

The Company continuously monitors defaults of customers and other counterparties, and incorporates this
information into its credit risk controls. The Company's policy is to deal only with creditworthy counterparties.

The Company's management considers that all of the above financial assets are not impaired and/ or past due
for each of the above assets reporting dates under review are of good credit quality.

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 on-going basis throughout each reporting period. In general, it
is presumed that credit risk has significantly increased since initial recognition if the payments are more than
30 days past due. A default on a financial asset is when the counterparty fails to make contractual payments
when they fall due. This definition of default is determined by considering the business environment in which
entity operates and other macro-economic factors.

(i) The Company's management considers assets other than trade receivables, which are 30 days past due
and analyses facts and circumstances surrounding each such defaults separately. If the facts indicate
a probability of loss of value, the asset's then expected cash flows are plotted in present value based
impairment model to determine the amount of impairment loss. Amounts are written off only in the
following circumstances: a) no probable legal recourse is available for recovery, b) the counterparty is
bankrupt, c) the cost of recovery is more than the amount or d) after all possible efforts the Company is
unable to recover amounts after a period of 3 years.

Similarly, substantial part of Company's financial assets including trade receivables are recoverable from
Company's subsidiaries, which the management of the Company believes are not credit impaired. Further, the
Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected
credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If
the credit risk on a financial instrument has not increased significantly since initial recognition, the Company
measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses

(ii) The Company has no such assets where credit losses have been recognised as none of the assets are
credit impaired.

(iii) The credit risk for cash and cash equivalents and other bank balances is considered negligible, since the
counterparties are reputable banks with high quality external credit ratings.

(iv) In respect of ICDs assigned during the year, the Company has transferred substantially all risks and rewards
associated with the assigned ICD. There is no residual credit risk or exposure retained by the Company.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the
availability of funding through an adequate amount of committed credit facilities to meet obligations when
due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability
under committed facilities.

Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents
on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the
entity operates.

Market Risk
Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates. The Company's exchange risk arises from its foreign currency assets and
liabilities. The Company's exposure to the risk of changes in foreign exchange rates arises on account of Inter
Corporate Deposit (Loan) given to wholly owned subsidiary company. The Company has not taken any derivative
instrument during the year and there is no derivative instrument outstanding as at the year. [refer note 7 (b)]

The above table illustrates the sensitivity of profit and equity in relation to the Company's financial assets and
financial liabilities and the AED/INR exchange rate and 'all other things being equal'. It assumes a /- 1% change
of the INR/AED exchange rate for the year ended 31 March 2025 (31 March 2024: 1%). These percentages have
been determined based on the average market volatility in exchange rates in the previous twelve months.
Based on the movements in the foreign exchange rates historically and the prevailing market conditions as
at the reporting date, the Company's management has concluded that the above mentioned rates used for
sensitivity are reasonable benchmarks. The sensitivity analysis is based on the Company's foreign currency
financial instruments held at each reporting date.

Interest rate risk
Liabilities

The Company's policy is to minimise interest rate cash flow risk exposures on long-term financing. The Company's
fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest
rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate
because of a change in market interest rates.

54 Capital management

The Company' s capital management objectives are;

- to ensure the Company's ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as
presented on the face of balance sheet.

Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure
while avoiding excessive leverage. This takes into account the subordination levels of the Company's various classes
of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic
conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new
shares, or sell assets to reduce debt.

60 a) No funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any
other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities ('the
intermediaries'), with the understanding, whether recorded in writing or otherwise, that the intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on
behalf the Ultimate Beneficiaries.

b) Other than as disclosed below, no funds have been received by the Company from any person(s) or entity(ies),
including foreign entities ('the Funding Parties'), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether 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.

During the year, the Company has received fund as inter corporate deposit (ICD) from one of the related party-Priapus
Developers Private Limited (PDPL). Further, same was given in form of inter corporate deposit (ICD) for business
operations of below subsidiary companies (100% subsidiaries of the Company).

61 In respect of amounts as mentioned under Section 125 of the Act, there is no amount required to be transferred to
the Investor Education and Protection Fund as at 31 March 2025 and as at 31 March 2024.

62 The investments made in group Companies and other establishments are long-term and strategic in nature. Further, loans
are given for meeting business and working capital requirements of such subsidiary companies. The Company is merely
holding shares of its group companies. It is not carrying on any business of Non-Banking Financial Company (NBFC).
Accordingly, the disclosures required as per Reserve Bank of India Master Direction-Non-Banking Financial Company-
Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016
and other circulars issued by RBI from time to time, are not applicable to the Company.

63 Other statutory information

(i) The Company did not have any Benami property and no proceedings have been initiated or pending against
the Company and its Indian subsidiaries for holding any Benami property, under the Benami Transactions
(Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder.

(ii) The Company did not have transactions during the current and previous year with struck off companies under
section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

(iii) The Company did not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.

(v) The Company has not entered into any such transaction which is not recorded in the books of accounts that
has been surrendered or disclosed as income during the 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.

(vi) The Company has not been declared as a 'Wilful Defaulter' by any bank or financial institution (as defined under
the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued
by the Reserve Bank of India.

(vii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read
with the Companies (Restriction on Number of Layers) Rules 2017.

(viii) No scheme of arrangement has been approved by the competent authority in terms of sections 230 to 237 of
the Companies Act, 2013, hence this is not applicable.

64 The Company has not declared or paid any dividend during the year ended 31 March 2025 and 31 March 2024.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Chartered Accountants

Firm Registration No.: 001076N/ N500013

Deepak Mittal Rajiv Rattan Rajesh Kumar

Partner Chairman Whole Time Director

Membership No.: 503843 DIN: 00010849 DIN: 03291545

Place: New Delhi Place: Dubai Place: New Delhi

Date: 27 May 2025 Date: 27 May 2025 Date: 27 May 2025

Ashok Kumar Sharma Rajesh Arora

Chief Financial Officer Company Secretary

PAN: APWPS6094P FCS-4081

Place: New Delhi Place: New Delhi

Date: 27 May 2025 Date: 27 May 2025