T. Provisions and Contingent Liabilities:
A provision is recognized when the Company has a present obligation (legal or constructive) as a result of past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of
money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the
risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is
recognized as a finance cost. The expense relating to a provision is presented in the statement of profit and loss
net of any reimbursement.
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Company or a present obligation that is not recognized because it is not probable that an outflow of resources
will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a
liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a
contingent liability but discloses it in the standalone financial statements, unless the possibility of an outflow of
resources embodying economic benefits is remote.
If the Company has a contract that is onerous, the present obligation under the contract is recognised and
measured as a provision. However, before a separate provision for an onerous contract is established, the
Company recognises any impairment loss that has occurred on assets dedicated to that contract.
U. Operating Cycle:
The normal operating cycle in respect of operation relating to under construction real estate project depends
on signing of agreement, size of the project, phasing of the project, type of development, project complexities,
approvals needed and realisation of project into cash and cash equivalents which range from 2 to 4 years.
Accordingly, project related assets and liabilities have been classified into current and non-current based on
operating cycle of respective projects. All other assets and liabilities have been classified into current and non¬
current based on a period of twelve months.
Current versus non-current classification
The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
Ý Expected to be realised or intended to be sold or consumed in normal operating cycle
Ý Held primarily for the purpose of trading
Ý Expected to be realised within operating cycle after the reporting period, or
Ý Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least within
operating after the reporting period
Ý All other assets are classified as non-current.
A liability is current when:
Ý It is expected to be settled in normal operating cycle
Ý It is held primarily for the purpose of trading
Ý It is due to be settled within operating cycle after the reporting period, or
Ý There is no unconditional right to defer the settlement of the liability for at least within operating cycle after
the reporting period.
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
V. Financial Instruments:
Initial recognition
Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions
of the instruments.
Financial assets and liabilities are initially measured at fair value. With the exception of trade receivables that do
not contain a significant financing component or for which the Company has applied the practical expedient, the
Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component
or for which the Company has applied the practical expedient are measured at the transaction price determined
under Ind AS 115. Refer to the accounting policies in section (i) Revenue from contracts with customers. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair
value measured on initial recognition of financial asset or financial liability.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value
through profit or loss are recognised in profit or loss.
Effective interest method:
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating
interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash receipts (including all fees and points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument,
or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Financial assets at amortised cost:
Financial assets are subsequently measured at amortised cost if these financial assets are held within a business
whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the
financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Financial assets at fair value through other comprehensive income:
Financial assets are measured at fair value through other comprehensive income if these financial assets are
held within a business whose objective is achieved by both collecting contractual cash flows and selling financial
assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through profit and loss:
Financial assets are measured at fair value through profit or loss unless it is measured at amortized cost or at
fair value through other comprehensive income on initial recognition. The transaction costs directly attributable
to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognized
in statement of profit and loss.
Debt instruments at amortized cost
A 'debt instrument' is measured at the amortized cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortized cost using the effective
interest rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance
income in the profit or loss. The losses arising from impairment are recognized in the profit or loss. This category
generally applies to trade and other receivables.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified
as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on
liabilities held for trading are recognized in the profit or loss.
Financial liabilities at amortized cost
Financial liabilities are subsequently carried at amortized cost using the effective interest ('EIR') method. Interest¬
bearing loans and borrowings are subsequently measured at amortized cost using EIR method. For trade and
other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair
value due to the short maturity of these instruments.
De-recognition of financial instruments
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial
asset expire or it transfers the financial asset and the transfer qualifies for de-recognition under Ind AS 109. A
financial liability (or a part of a financial liability) is derecognized when the obligation specified in the contract is
discharged or cancelled or expires.
Reclassification of financial assets
The Company determines classification of financial assets and liabilities on initial recognition. After initial
recognition, no reclassification is made for financial instruments.
Fair value of financial instruments
In determining the fair value of its financial instruments, the Company uses following hierarchy and assumptions
that are based on market conditions and risks existing at each reporting date.
Fair value hierarchy:
All assets and liabilities for which fair value is measured or disclosed in the standalone financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
Ý Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Ý Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable.
Ý Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.
For assets and liabilities that are recognized in the standalone financial statements on a recurring basis,
the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing
categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the
end of each reporting period.
2A.NEW AND AMENDED STANDARDS
The Company applied for the first-time certain standards and amendments, which are effective for annual
periods beginning on or after 1 April 2025. The Company has not early adopted any standard, interpretation or
amendment that has been issued but is not yet effective.
Amendments to Ind AS 21 - Lack of exchangeability
The Ministry of Corporate Affairs (MCA) notified the Companies (Indian Accounting Standards) Amendment
Rules, 2025, which amend Ind AS 21, The Effects of Changes in Foreign Exchange Rates to 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 amendments also require 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 amendments are effective for annual reporting periods beginning on or after April 01, 2025. When applying
the amendments, an entity cannot restate comparative information.
The amendments do not have any impact on the Company's standalone financial statements.
Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current
Liabilities with Covenants
In August 2025, the MCA notified amendments to paragraphs 69 to 76 of Ind AS 1 to specify the requirements
for classifying liabilities as current or non-current. The amendments clarify:
Ý What is meant by a right to defer settlement
Ý That a right to defer must exist at the end of the reporting period
Ý That classification is unaffected by the likelihood that an entity will exercise its deferral right
Ý That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of
a liability not impact its classification
In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement
is classified as non-current and the entity's right to defer settlement is contingent on compliance with future
covenants within twelve months.
If there is a breach of a material covenant of a long term loan arrangement on or before the end of the reporting
period, resulting in the liability becoming payable on demand as at the reporting date, and the lender agrees-
after the reporting period but before the financial statements are approved for issue-not to demand repayment
for at least 12 months as a consequence of the breach, this shall be treated as an adjusting event. Accordingly,
the entity is not required to classify the liability as current.
The amendments are effective for annual reporting periods beginning on or after April 01, 2025 retrospectively
in accordance with Ind AS 8.
The amendments do not have any impact on the Company's standalone financial statements.
Amendments to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangements
In August 2025, the MCA notified amendments to Ind AS 7 Statement of Cash Flows and Ind AS 107 Financial
Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional
disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of
financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash
flows and exposure to liquidity risk.
The amendments do not have a material impact on the Company's standalone financial statements.
International Tax Reform-Pillar Two Model Rules - Amendments to Ind AS 12
In August 2025, the MCA notified amendments to Ind AS 12 Income Taxes in response to the OECD's BEPS Pillar
Two rules and include:
Ý A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the
jurisdictional implementation of the Pillar Two model rules; and
Ý Disclosure requirements for affected entities to help users of the financial statements better understand an
entity's exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.
The mandatory temporary exception - the use of which is required to be disclosed - applies immediately. The
remaining disclosure requirements apply for annual reporting periods beginning on or after 1 April 2025, but not
for any interim periods ending on or before March 31, 2026.
The amendments had no impact on the Company's standalone financial statements as the Company is not in
scope of the Pillar Two model rules.
2B.STANDARDS NOTIFIED BUT NOT YET EFFECTIVE
The new and amended standards that are notified by the Ministry of Corporate Affairs (MCA), but not yet effective,
up to the date of issuance of the Company's financial statements are disclosed below. The Company will adopt
these amendments to the standards, when they become effective.
Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current
Liabilities with Covenants
In accordance with Ind AS 1 currently applicable, breach of an immaterial covenant is ignored deciding in current
vs. non-current classification of liabilities. Also, in case of breach of a material covenant of a non-current loan on
or before the reporting date, the entity can obtain waiver from the lender after the reporting date and continue
to classify the loan as non-current liability.
In accordance with changes to Ind AS 1 already notified by the MCA, the above relaxations to classify loan as non¬
current liability will not be available from FY2026-27 onward and need to be applied retrospectively. Consequently:
Ý A breach of either material or immaterial covenant will trigger current classification of liability.
Ý To continue classifying loan as non-current liability, entities will need to obtain waiver from the breach on or
before the reporting date.
Note 4 - Investment Properties (Continued)
(iv) Fair value hierarchy and valuation technique:
The Company's investment properties consists of school land and buildings. The fair value of investment properties
has been determined by external property valuer, having appropriate recognized professional qualifications and
recent experience in the location and category of the property being valued. The fair value measurement for all
of the investment properties has been categorized as Level 3 fair value based on the inputs to the valuation
technique used.
The Company obtains independent valuation for its investment properties at least annually and fair value
measurements are categorized as level 3 measurement in the fair value hierarchy. The approach to valuation
adopted is "Income Approach". i.e. Discounted cash flow method, wherein net present value is determined based
on projected cash flows discounted at an appropriate rate.
Further, inputs used in the valuation are as under:
(a) Property details and terms of lease deed comprising of total leasable area, area actually leased, estimated
cash flows from lease rentals, lease escalation etc.
(b) Discounting assumptions comprising of terminal cap rate and discount rate.
The concentration of credit risk is limited due to the fact that the customer base is large.
The Company determines the allowance for impairment based on historical loss experience adjusted to reflect current
and estimated future economic conditions. The Company has specifically evaluated the potential impact with respect
to customers which could have an immediate impact and the rest which could have an impact with expected delays.
Basis this assessment, the allowance for doubtful trade receivables as at March 31, 2026 and March 31, 2025 is
considered adequate.
Nature and purpose of reserves:
Securities premium
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited
purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
Capital Redemption Reserve
The same has been created in accordance with provision of the Companies Act, 2013 with respect to buy back of
equity shares from the market in earlier years.
General Reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at
a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that
if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then
the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of
Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general
reserve has been withdrawn.
Capital Reserve on Merger
Capital reserve is not available for distribution as dividend.
Share Based Payment Reserve
The Company has share option scheme under which options to subscribe for the Company's shares have been granted.
The share based payment reserve is used to recognise the grant date fair value of options issued to employees under
such employee stock option plan.
Retained Earnings
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general
reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement (loss) /
gain on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
*Kolte-Patil Integrated Townships Limited ("KPIT") [wholly owned subsidiary of the Company merged during the year with Company
(refer note 49)] and IDBI Trusteeship Services Limited (Trustee of India Advantage Fund III and India Advantage Fund IV) had entered
into a Securities Redemption Agreement on June 30, 2023 under which 5,11,54,470 optionally convertible debentures amounting
to H3,876 Lakhs as at March 31, 2023 held by India Advantage Fund III and 3,41,02,980 optionally convertible debentures (OCD)
amounting to H2,584 lakhs as at March 31, 2023 held by India Advantage Fund IV ("debentures") are redeemed in the manner
set out in the said Securities Redemption Agreement for an aggregate consideration of H13,000 Lakhs (Present Value - H11,200
Lakhs) in tranches specified in the Securities Redemption Agreement. The Company on agreement date recognised present value
of redemption liability as payables for Optionally Convertible Debentures redeemed and this has been repaid during the year.
(i) Terms of Non Convertible Debentures (NCD) issued :
a) The Debenture Allotment Committee of Board of Directors in their meeting held on April 17, 2023 allotted
20,650 Senior, Secured, Listed, Rated, Redeemable, Zero coupon NCD of face value H100,000 each, on a
private placement basis, aggregating H20,650 lakhs to Marubeni Corporation, Japan. The proceeds from
the issue were utilised towards the construction and development of the Project and for general corporate
purposes of the Company. Unless redeemed earlier, NCDs shall be for a period of 120 months. The NCDs
shall be redeemed at premium which is linked to collections made from sale of the earmarked units.
These NCDs along with above redemption premium are being redeemed as and when the revenues are
collected by the company in accordance with the debenture trust deed, as amended from time to time.
Further, the Debenture Allotment Committee of the Board of Directors in their meeting held on March 19,
2024, approved amendments in the Debenture Trust Deed ("DTD") and Placement Memorandum related
to computation of redemption premium on each redemption date, which is linked to collections made from
sale of earmarked units in excess of minimum selling price as defined in the DTD and corresponding pro¬
rata reduction of the face value leading to partial redemption of debentures. As at, March 31, 2026, the
Company has redeemed debentures amounting to H9,327 lakhs towards the outstanding principal amount
and has paid H4,695 Lakhs towards the redemption premium payable on such debentures. The outstanding
principal amount of these debentures is H11,323 lakhs with a reduced face value of H54,831 per debenture.
The security cover in respect of these outstanding Non-Convertible Debentures as on March 31, 2026 is 1.33
times principal amount outstanding as at period end which has been calculated on the basis of valuation of
underlying project as at March 31, 2026.
The NCDs are secured by way of an exclusive charge on:
(i) right, title and interest possessed by the Company in the earmarked units identified in the debenture deed
('Deed') (ii) the right, title and interest possessed by the Company in the Project Land admeasuring 13,069.38
square meters and/or the Project including but not limited to the development rights of the Company in
respect of the said project land including all development potential whether by way of Floor Area Ratio (FAR)/
Transferable Development Rights (TDR) or otherwise, along with the right of the Company on all present and
future Floor Space Index (FSI) arising from the Project Land together with all present and future buildings,
erections and constructions of every description which are standing erected or attached, during the term of
the Debentures (iii) hypothecation on all the receivables/ cash-flows arising from the earmarked units along
with the right of the Company in the Project Land attributable to the earmarked units in the project.
b) The Debenture Allotment Committee of Board of Directors in their meeting held on December 22, 2023
allotted 11,090 Senior, Secured, Listed, Rated, Redeemable, Non-convertible debentures having face value of
H1,00,000 each aggregating to H11,090 lakhs, on a private placement basis to Marubeni Corporation, Japan.
The proceeds from the issue were utilised towards the construction and development of the Project and
for general corporate purposes of the Company. Unless redeemed earlier, NCDs shall be for a period of
120 months. The NCDs shall be redeemed at premium which is linked to collections made from sale of the
earmarked units. These NCDs along with above redemption premium are being redeemed as and when the
revenues are collected by the company in accordance with the debenture trust deed, as amended from time
to time.
Further, the Debenture Allotment Committee of the Board of Directors in their meeting held on March 19,
2024, approved amendments in the Debenture Trust Deed ("DTD") and Placement Memorandum related to
computation of redemption premium on each redemption date, which is linked to collections made from sale of
earmarked units in excess of minimum selling price as defined in the DTD and corresponding pro-rata reduction
of the face value leading to partial redemption of debentures. As at, March 31, 2026, the Company has redeemed
debentures amounting to H5,244 lakhs towards the outstanding principal amount and has paid H639 lakhs
towards the redemption premium payable on such debentures. The outstanding principal amount of these
debentures is H5,846 lakhs with a reduced face value of H52,718 per debenture. The security cover in respect of
these outstanding Non-Convertible Debentures as on March 31, 2026 is 2.14 times principal amount outstanding
as at period end which has been calculated on the basis of valuation of underlying project as at March 31, 2026.
The NCDs are secured by way of an exclusive charge on: (i) in respect of all the right, title and interest possessed
by the Company in the Earmarked Units in the Project Alora being developed at Village Kole Kalyan, Sunder
Nagar, Road No. 2, Vidyanagari, Kalina, Mumbai, including, but not limited to, all furniture, fittings and also all
right to use common areas and facilities attached thereto together with car parking spaces. (ii) First ranking
exclusive mortgage and charge in respect of all the development rights of the Company in respect of the
Developer's Entitlement in terms of the Development Agreement together with all the right, title and interest
of the Company in Units earmarked for Company together with car parking spaces (save and except the
Sold Units earmarked for Company and allocated car parks for such Sold Units) and all movable assets
in relation to units earmarked for Company (save and except the Sold Units earmarked for Company and
allocated car parks for such Sold Units) (iii) First ranking exclusive charge by way of hypothecation over all the
Investor Receivables / cash-flows arising from the Earmarked Units, including, but not limited to, the Investor
Receivables, and all rights, title, interest, benefits, claims and demands whatsoever of the Company in, to or
in respect of the said amounts."
c) The Debenture Allotment Committee of Board of Directors in their meeting held on September 20, 2024
allotted 13,377 Series 3 Fully, Secured, Listed, Rated, Redeemable, Non-Convertible Debentures having face
value of H1,00,000 each, on a private placement basis, aggregating H13.377 lakhs to Marubeni Corporation,
Japan. The proceeds from the issue were utilised towards the construction and development of the Project
and for general corporate purposes of the Company. Unless redeemed earlier, NCDs shall be for a period
of 120 months. The NCDs shall be redeemed at premium which is linked to collections made from sale of
the earmarked units. These NCDs along with above redemption premium are being redeemed as and when
the revenues are collected by the company in accordance with the debenture trust deed, as amended from
time to time. As at, March 31, 2026, the Company has redeemed debentures amounting to H6,058 lakhs
towards the outstanding principal amount and has paid H1,608 lakhs towards the redemption premium
payable on such debentures. The outstanding principal amount of these debentures is H7,319 lakhs with
a reduced face value of H54,715 per debenture. The security cover in respect of these outstanding Non¬
Convertible Debentures as on March 31, 2026 is 1.18 times principal amount outstanding as at period
end which has been calculated on the basis of valuation of underlying project as at March 31, 2026.
The NCDs are secured by way of an exclusive charge on: (i) right, title and interest possessed by the Company
in the earmarked units identified in the debenture deed ('Deed') (ii) the right, title and interest possessed by
the Company in the Project Land admeasuring 51,286 square meters and/or the Project including but not
limited to the development rights of the Company in respect of the said project land including all development
potential whether by way of Floor Area Ratio (FAR)/ Transferable Development Rights (TDR) or otherwise,
along with the right of the Company on all present and future Floor Space Index (FSI) arising from the
Project Land together with all present and future buildings, erections and constructions of every description
which are standing erected or attached, during the term of the Debentures (iii) hypothecation on all the
receivables/ cash-flows arising from the earmarked units along with the right of the Company in the Project
Land attributable to the earmarked units in the project.
d) The Debenture Allotment Committee of Board of Directors in their meeting held on October 16, 2025
allotted 13,996 Series 4 Fully, Secured, Listed, Rated, Redeemable, Zero coupon NCDs of face value
H1,00,000 each, on a private placement basis aggregating H13,996 lakhs to Marubeni Corporation, Japan.
The proceeds from the issue were utilised towards the construction and development of the Project and
for general corporate purposes of the Company. Unless redeemed earlier, NCDs shall be for a period of
120 months. The NCDs shall be redeemed at premium which is linked to collections made from sale of the
earmarked units. These NCDs along with above redemption premium are being redeemed as and when
the revenues are collected by the company in accordance with the debenture trust deed, as amended
from time to time. As at, March 31, 2026, the Company has redeemed debentures amounting to H447
lakhs towards the outstanding principal amount and has paid H118 lakhs towards the redemption premium
payable on such debentures. The outstanding principal amount of these debentures is H13,549 lakhs with
a reduced face value of H96,808 per debenture. The security cover in respect of these outstanding Non¬
Convertible Debentures as on March 31, 2026 is 1.08 times principal amount outstanding as at period
end which has been calculated on the basis of valuation of underlying project as at March 31, 2026.
The NCDs are secured by way of an exclusive charge on: (i) right, title and interest possessed by the Company
in the earmarked units identified in the debenture deed ('Deed') (ii) the right, title and interest possessed
by the Company in the Project Land admeasuring 145,050 square meters and/or the Project including
but not limited to the development rights of the Company in respect of the said project land including all
development potential whether by way of Floor Area Ratio (FAR)/ Transferable Development Rights (TDR)
or otherwise, along with the right of the Company on all present and future Floor Space Index (FSI) arising
from the Project Land together with all present and future buildings, erections and constructions of every
description which are standing erected or attached, during the term of the Debentures (iii) hypothecation on
all the receivables/ cash-flows arising from the earmarked units along with the right of the Company in the
Project Land attributable to the earmarked units in the project.
e) The Debenture Allotment Committee of Board of Directors in their meeting held on December 05, 2025
allotted 10,994 Series 4 Fully, Secured, Listed, Rated, Redeemable, Zero coupon NCDs of face value
H1,00,000 each, on a private placement basis aggregating H10,994 lakhs to Marubeni Corporation, Japan.
The proceeds from the issue were utilised towards the construction and development of the Project and
for general corporate purposes of the Company. Unless redeemed earlier, NCDs shall be for a period of
120 months. The NCDs shall be redeemed at premium which is linked to collections made from sale of the
earmarked units. These NCDs along with above redemption premium are being redeemed as and when
the revenues are collected by the company in accordance with the debenture trust deed, as amended
from time to time. As at, March 31, 2026, the Company has redeemed debentures amounting to H327
lakhs towards the outstanding principal amount and has paid H95 lakhs towards the redemption premium
payable on such debentures. The outstanding principal amount of these debentures is H10,667 lakhs with
a reduced face value of H97,026 per debenture. The security cover in respect of these outstanding Non¬
Convertible Debentures as on March 31, 2026 is 1.03 times principal amount outstanding as at period
end which has been calculated on the basis of valuation of underlying project as at March 31, 2026.
The NCDs are secured by way of an exclusive charge on: (i) right, title and interest possessed by the Company
in the earmarked units identified in the debenture deed ('Deed') (ii) the right, title and interest possessed
by the Company in the Project Land admeasuring 145,050 square meters and/or the Project including
but not limited to the development rights of the Company in respect of the said project land including all
development potential whether by way of Floor Area Ratio (FAR)/ Transferable Development Rights (TDR)
or otherwise, along with the right of the Company on all present and future Floor Space Index (FSI) arising
from the Project Land together with all present and future buildings, erections and constructions of every
description which are standing erected or attached, during the term of the Debentures (iii) hypothecation on
all the receivables/ cash-flows arising from the earmarked units along with the right of the Company in the
Project Land attributable to the earmarked units in the project.
f) The Debenture Allotment Committee of Board of Directors in their meeting held on April 10, 2023 allotted
14,000 Secured Unlisted Redeemable Non-Convertible Debentures (NCD) of face value H100,000 each, on
a private placement basis aggregating H14,000 lakhs to India Realty Excellence Fund IV. Unless redeemed
earlier, NCDs shall be for a period of 120 months carrying coupon of 0.001% per annum compounded annually.
The NCDs have been secured by : (i) exclusive first ranking security interest by way of registered mortgage
on all the rights, title, interest and benefit of the Company (including development rights) in respect of
underlying project along with the MHADA building being developed on the Project Land, (ii) hypothecation
on all the receivables/ cash-flows arising from the Project. The proceeds from the issue of these NCDs have
been utilised for purchase of land of underlying project. The debentures shall be redeemed at a premium
which is linked to the graded IRR slabs agreed with the investor and corresponding revenues collected from
the underlying project. These NCDs along with above redemption premium will be redeemed as and when
the revenues are collected by the company in accordance with the debenture trust deed. As at, March 31,
2026, the Company has redeemed debentures amounting to H7,594 lakhs towards the outstanding principal
amount and has paid H5,758 lakhs towards the redemption premium payable on such debentures and the
outstanding principal amount of these debentures is H6,406 lakhs with a reduced face value of H45,756
per debenture.
(ii) Terms of loans from bank, financial institutions and vehicle loans:
(a) Term loans of H402 lakhs (March 31, 2025: H2,534 lakhs) carrying interest rate of KMCLR increased by spread
of 3.10% are secured by way of (i) equitable mortgage on immovable property situated at Hinjewadi, Pune
where development rights are granted in favor of the Company and (ii) charge on receivables and book debts
pertaining to the project on aforesaid immovable properties. The outstanding amount (including current
maturities) is repayable in 3 equal monthly instalments from March 2026 (subject to escrow mechanism
repayments linked to collections of the project).
(b) Term loans of H Nil (March 31,2025: H527 lakhs) carrying interest rate of 12M MCLR increased by spread of
1.05% are secured by way of (i) 100% Credit Guarantee by NCGTC (ii) second charge on immovable properties
situated at Boat Club Road, Sangamwadi, Pune, office premise at Sangamwadi, Pune and immovable
properties at village - Jambhe, Tal-Mulshi, Pune. owned by the Company (iii) second charge on receivables
of projects located at Pune : Bavdhan, Kiwale, Baner, Hinjewadi; Mumbai : Khar; Bangalore: Village-Kannur,
Bidarahalli Hobli.The outstanding amount (including current maturities) as at 31 March 2025 is repaid entirely
during the year.
(c) Term loan of H668 lakhs (March 31, 2025: H1,053 lakhs) carrying interest rate of 1Y MCLR 1.15% are secured
by way of (i) 100% Credit Guarantee by NCGTC (ii) second charge on the immovable properties situated
at Boat Club Road, Sangamwadi, Pune and office premise at Sangamwadi, Pune, owned by the Company
and immovable properties at village - Jambhe, Tal-Mulshi, Pune. owned by the Company (iii) second charge
on receivables of projects located at Pune : Bavdhan, Kiwale, Baner, Hinjewadi; Mumbai : Khar; Bangalore:
Village-Kannur, Bidarahalli Hobli. The outstanding amount (including current maturities) is repayable in 24
equal monthly instalments from March 2026.
(d) Term loan of H1,993 lakhs (March 31, 2025: H2,993 lakhs) carrying interest rate of 11% p.a. monthly compounding
are secured by way of (i) equitable mortgage on immovable property situated at Baner, Pune owned by the
Company, and (ii) charge on escrow account pertaining to the receivables of project on aforesaid immovable
properties owned by the Company. The outstanding amount (including current maturities) is repayable in
5 specified quarterly tranches as at March 31, 2026 (subject to escrow mechanism repayments linked to
collections of the project).
(e) Term loan of H4,213 lakhs (March 31, 2025: H2,938 lakhs) carrying interest rate of BHFL-I-FRR HFCINS reduced
by spread of 8.30% are secured by way of (i) Exclusive first charge by way of registered mortgage of unsold
units in the project on immovable property situated at Kiwale, Pune which is developed by the Company,
and (ii) Equitable mortgage on immovable property situated at Kiwale, Pune owned by the Company, and
(ii) Charge on escrow account pertaining to the receivables of project on aforesaid immovable properties
owned by the Company. The outstanding amount (including current maturities) is repayable in 46 monthly
instalments as at March, 2026 (subject to escrow mechanism repayments linked to collections of the project).
(f) Term loan of H4,500 lakhs (March 31, 2025: H9,000 lakhs) S Dropline Overdraft Facility of H1,437 lakhs (March
31, 2025: 1,473 lakhs) carrying interest rate of 1 year MCLR are secured by way of (i) equitable mortgage
on immovable property situated at Viman Nagar, Pune, owned by the Company. and (ii) Charge on escrow
account pertaining to the receivables of project on aforesaid immovable properties owned by the Company.
The outstanding amount (including current maturities) is repayable in 4 quarterly instalments starting from
March 2026 (subject to escrow mechanism repayments linked to collections of the project).
(g) Term loan of H Nil (March 31, 2025: 938 lakhs) carrying interest rate of BHFL-I-FRR HFCINS reduced by
spread of 6.85% are secured by way of (i) Exclusive first charge by way of registered mortgage of unsold
units in the project on immovable property situated at Nere, Pune which is owned by the Company, and (ii)
Exclusive first charge on development rights pertaining to Project. (iii) Charge on escrow account pertaining
to the receivables of project. The outstanding amount (including current maturities) as at 31 March 2025 is
repaid entirely during the year.
(h) Term loan of H1,870 lakhs (March 31, 2025: 2,710 lakhs) carrying interest rate of BHFL-I-FRR HFCINS reduced
by spread of 6.85% are secured by way of (i) Exclusive first charge by way of registered mortgage of unsold
units in the project on immovable property situated at Jambe, Pune which is owned by the Company, and (ii)
Exclusive first charge on development rights pertaining to Project. (iii) Charge on escrow account pertaining
to the receivables of project. The outstanding amount (including current maturities) is repayable in 30 equal
monthly instalment starting from March 2026 (subject to escrow mechanism repayments linked to collections
of the project).
(i) Term loan of H5,566 lakhs (March 31, 2025: 5,618 lakhs) carrying interest rate of BHFL-I-FRR HFCINS reduced
by spread of 6.85% are secured by way of (i) Exclusive first charge by way of registered mortgage of unsold
units in the project on immovable property situated at Nere, Pune which is owned by the Company, and (ii)
Exclusive first charge on development rights pertaining to Project. (iii) Charge on escrow account pertaining
to the receivables of project. The outstanding amount (including current maturities) is repayable in 36 equal
monthly instalment starting from March 2026 (subject to escrow mechanism repayments linked to collections
of the project).
(j) Term loan of H7,621 lakhs (March 31, 2025: 4,771 lakhs) carrying interest rate of BHFL-CF-FRR reduced by
spread of 8.30% are secured by way of (i) Exclusive first charge by way of registered mortgage of unsold units
in the project on immovable property situated at Jambhe, Pune which is owned by the Company, and (ii)
Exclusive first charge on development rights pertaining to Project. (iii) Charge on escrow account pertaining
to the receivables of project. The outstanding amount (including current maturities) is repayable in 52 equal
monthly instalment starting from March 2026 (subject to escrow mechanism repayments linked to collections
of the project).
(k) Overdraft Facility of H2,242 lakhs (March 31, 2025: 4,228 lakhs) carrying interest rate of 6M MCLR increased
by spread of 0.35% are secured by way of (i)first charge on the immovable properties situated at Boat Club
Road, Sangamwadi, Pune and office premise at Sangamwadi, Pune, owned by the Company and immovable
properties at village - Jambhe, Tal-Mulshi, Pune. owned by the Company (ii) first charge on receivables of
projects located at Pune : Bavdhan, Kiwale, Baner, Hinjewadi; Mumbai : Khar; Bangalore: Village-Kannur,
Bidarahalli Hobli. The total outstanding amount (including current maturities) is repayable in 3 equal quarterly
instalments from March, 2026.
(l) Overdraft Facility of H4,997 lakhs (March 31, 2025: H3997 lakhs) carrying interest rate of 6M MCLR increased
by spread of 0.35% are secured by way of (i)first charge on the immovable properties situated at Boat Club
Road, Sangamwadi, Pune and office premise at Sangamwadi, Pune, owned by the Company and immovable
properties at village - Jambhe, Tal-Mulshi, Pune. owned by the Company (ii) first charge on receivables of
projects located at Pune : Bavdhan, Kiwale, Baner, Hinjewadi; Mumbai : Khar; . The total outstanding amount
(including current maturities) is repayable in 4 equal quarterly instalments from March, 2026.
(m) Overdraft Facility of H11,904 lakhs (March 31, 2025: H Nil) carrying interest rate of 6M MCLR increased by
spread of 0.25% are secured by way of (i)first charge on the immovable properties situated at Boat Club
Road, Sangamwadi, Pune and office premise at Sangamwadi, Pune, owned by the Company and immovable
properties at village - Jambhe, Tal-Mulshi, Pune. owned by the Company (ii) first charge on receivables of
projects located at Pune : Kiwale, Baner, Hinjewadi; Mumbai : Khar; . The total tenure for outstanding amount
(including current maturities) is repayable in 10 equal quarterly instalments from September, 2026.
(n) Overdraft Facility of H16 lakhs (March 31, 2025: H Nil) carrying interest rate of applicable fixed deposit rate
plus 1% p.a is secured by a lien on the Company's fixed deposit held with the bank.
(o) Vehicle loan of H335 lakhs (March 31, 2025: H731 lakhs) carrying interest rate of 7.86% to 9.20% are secured
by charge on underlying asset (vehicle).
Note - The above repayment schedule is on the basis of underlying contractual obligation to repay the respective
borrowing. However, classification between current and non-current for borrowings which are project specific
is on the basis of Company's operating cycle of 2-4 years depending upon the expected completion of the
underlying project.
(iv) Other Disclosure :
(a) The Company has not been declared wilful defaulter by any bank or financial institution or Government or
any Government authority or other lender, in accordance with the guidelines on wilful defaulters issued by the
Reserve Bank of India.
(b) The Company has not defaulted in repayment of any loans or it's interest payable.
Performance obligation
The performance obligation of the Company in case of sale of residential plots and apartments and commercial
office space is generally satisfied once the project is completed and control is transferred as per agreement to the
customers. The customer makes the payment for contracted price as per the instalment stipulated in the respective
Buyer's Agreement.
The performance obligation in case of sale of land is completed when the control is transferred to the buyer.
The performance obligation in case of revenue from services is satisfied over a period of time as the construction of
underlying real estate projects to which such performance obligations relate progresses.
(ii) Other litigations - The Group is subject to legal proceedings and claims, which have arisen in the ordinary course
of business, including certain litigation for lands acquired by it for construction purposes. These cases are pending
with various courts/authorities and are scheduled for hearings and the impact of these is not quantifiable. After
considering the circumstances, legal advice received and internal assessment, management believes that these
cases will not adversely affect its financial statements.
Note:
(1) The Company is contesting tax demands which majorly represent demands arising on completion of assessment
proceedings under the Income-tax Act, 1961, Goods and Services Tax Act, 2017 and other indirect tax laws. These
matters are pending before various appellate authorities and the management, including its tax advisors, believe
that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial
statements for the above. Further, amount paid under protest is H907 lakhs (March 31, 2025: H423 lakhs) which
is not reduced from above contingent liability.
Note 38 - Employee Benefits
The details of employee benefits as required under Ind AS 19 'Employee Benefits' is given below:
(A) Defined Contribution Plan:
The Company contributes to provident fund and employee state insurance scheme which are defined
contribution plans.
Amount recognized as an expense in the Statement of Profit and Loss in respect of Defined Contribution Plans to
Provident fund is H420 lakhs (Previous Year - H410 lakhs) and Employee State Insurance Scheme is H0.52 lakhs
(Previous Year - H0.08 lakhs).
(B) Defined benefit plan:
Gratuity is a defined benefit plan covering eligible employees. The plan provides for a lump sum payment to vested
employees on retirement, death while in employment or termination of employment of an amount equivalent to
15 days salary for each completed year of service. Vesting occurs on completion of five years of service.
Disclosure as required under Ind AS 19 on "Employee Benefits" in respect of defined benefit plan is as under:
a. The discount rate is based upon the market yields available on government bonds at the accounting date
with a term that matches that of the liabilities.
b. Expected rate of return of plan assets: This is based on the expectation of the average long term rate of
return expected on investments of the Fund during the estimated term of obligations.
c. Salary escalation rate: The estimates of future salary increases considered takes into account the inflation,
seniority, promotion and other relevant factors.
d. Withdrawal rate: It is the expected employee turnover rate and is based on the Company's past attrition
experience and future withdrawal expectations.
Note 39 - Segment Information
The Company's business activities which are primarily real estate development and related activities falls within a
single reportable segment as the management of the Company views the entire business activities as real estate
development. Accordingly, there are no additional disclosures to be furnished in accordance with the requirement of
Ind AS 108 - Operating Segments with respect to single reportable segment. Further, the operations of the Company
are domiciled in India and therefore geographical information are not applicable for reporting.
Note 40 - Leases
Where the Company is Lessee:
The Company's leased assets primarily consists of lease for office space having lease term of 3 to 5 years. The
Company records the lease liability at the present value of the lease payments discounted at the incremental
borrowing rate and has measured right-of-use asset at an amount equal to lease liability.
Expenses for operating leases included in the Statement of Profit and Loss for the year is H105 lakhs (Previous Year
- H120 lakhs).
Note 40 - Leases (Continued)
(d) The effective interest rate for lease liabilities is 12% per annum (March 31, 2025: 12% p.a.) with maturity between
2027-2029 (March 31, 2025: 2026-2028).
(e) The maturity analysis of lease liabilities is disclosed in note 44.
Where the Company is Lessor:
The Company has entered into operating lease arrangements for certain surplus facilities, investment properties
and aluform shuttering. The leases are cancellable. Rental income from operating leases included in the statement
of profit and loss for the year is H1,229 lakhs (March 31, 2025: H1,176 lakhs), which also includes rental income from
investment properties (refer note 4).
Note 42 - Capital Management
The Company's capital management objectives are:
- to ensure the Company's ability to continue as a going concern.
- to maximize the return to stakeholders through the optimization of the debt and equity balance.
The Company monitors capital on the basis of the carrying amount of equity as presented on the face of the balance
sheet. The Company sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial
liabilities. 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.
The fair value of cash and cash equivalents, other balances with banks, trade receivables, Investment, other
financial assets, trade payables and financial liabilities approximate their carrying amount largely due to the
short term nature of these instruments.
The fair values of non-current financial assets and non-current financial liabilities also approximate their carrying
values. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the
fair values.
(ii) Fair values hierarchy
Financial assets and financial liabilities are measured at fair value in the financial statement and are grouped into
three Levels of 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 identical assets S liabilities.
Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset S liability, either
directly (i.e. prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (Unobservable inputs).
Note 44 - Financial risk management
The Company's principal financial liabilities comprise of loans and borrowings, trade and other payables. The main
purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets
include loans, trade and other receivables and cash and cash equivalents that derive directly from its operations. The
Company also holds investments in debt and equity instruments.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees
the management of these risks. The Company's senior management advises on financial risks and the appropriate
financial risk governance framework for the Company. The senior management provides assurance to the Company's
Board of Directors 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. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The
Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below :
I) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price
risk such as equity price risk and commodity price risk. The objective of market risk management is to manage and
control market risk exposures within acceptable parameters, while optimising the return.
Future specific market movements cannot be normally predicted with reasonable accuracy.
a) Currency risk:
The Company does not have material foreign currency transactions. The Company is not exposed to risk of
change in foreign currency.
b) 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 interest rate exposure is mainly related to debt obligations. The Company obtains debt to
manage the liquidity and fund requirements for its day to day operations.
c) Other price risk:
The Company is affected by the price volatility of certain commodities/real estate. Its operating activities
require the ongoing development of real estate. The Company's management has developed and enacted
a risk management strategy regarding commodity/ real estate price risk and its mitigation. The Company
is subject to the price risk variables, which are expected to vary in line with the prevailing market conditions.
The Company is not exposed to equity price risks arising from equity investments. Equity investments are
held for strategic rather than trading purposes. The Company does not actively trade these investments. The
Company's exposure to price risk arises from investments held and classified as FVTPL. To manage the price
risk arising from investments in mutual funds, the Company diversifies its portfolio of assets.
II) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily
trade receivables) and from its financing activities, security deposits and other financial instruments.
Trade and other receivables
Trade receivables of the Company comprises of receivables towards sale of properties and other receivables.
Receivables towards sale of property - The Company is not substantially exposed to credit risk as property is
delivered on payment of dues. As at March 31, 2026, the Company had 7 customers (March 31, 2025: 4 customers)
that owed the Company more than H100 lakhs each and accounted for approximately 75% (March 31, 2025: 60%)
of total trade receivables outstanding.
Other Receivables - Credit risk is managed as per the Company's established policy, procedures and control
relating to customer credit risk management. Outstanding customer receivables are regularly monitored.
The impairment analysis is performed at each reporting date on an individual basis for major customers. The
maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.
Financial Instrument and cash deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated
banks and diversifying bank deposits. Other financial assets measured at amortized cost includes loans to
employees, security deposits and other credit risk related to other financial assets is managed by monitoring the
recoverability of such amounts continuously, while at the same time internal control system in place ensure the
amounts are within defined limits.
III) Liquidity risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk
management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.
The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing
facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of
financial assets and liabilities.
Note: 0 represents amount less than 0.5 lakhs.
©represents carrying value of the investment as at the reporting date net of impairment.
# During the year FY 21-22 Kolte -Patil Developers Limited has recognised impairement loss of H461 Lakhs for investment in
subsidaiary Kolte Patil Properties Private Limited. Since provision has been booked in Kolte-Patil Developers Limited hence same
will not impact closing balance in investment in Equity shares of Kolte-Patil Properties Private Limited.
# During the previous year, Kolte-Patil Developers Limited has recognised impairment loss of H350 Lakhs for investment in equity
shared of subsidiary Snowflower Properties Private Limited. Since provision has been booked in Kolte-Patil Developers Limited
hence same will not impact closing balance in investment in Equity shares of Snowflower Properties Private Limited.
## During the year FY 22-23, Kolte-Patil Developers Limited has recognised impairement loss of H100 Lakhs for investment in
subsidaiary Kolte-Patil Global Private Limited. Since provision has been booked in Kolte-Patil Developers Limited hence same will
not impact closing balance in investment in Equity shares of Kolte-Patil Global Private Limited.
### During the year FY 22-23, Kolte-Patil Developers Limited has recognised impairement loss of H206 Lakhs for investment in
subsidaiary KP-SK Project Management LLP. Since provision has been booked in Kolte-Patil Developers Limited hence same will not
impact closing balance in investment in Equity shares of KP-SK Project Management LLP.
IV. Terms and conditions of balances with related parties:
1. Trade receivables
Trade receivables outstanding balances are unsecured, interest free and require settlement in cash. No
guarantee or other security has been received against these receivables. The amounts are recoverable within
0 to 30 days from the reporting date. For the year ended March 31, 2026, the Group has not recorded any
impairment on receivables due from related parties (March 31, 2025: Nil).
2. Trade payables
Trade payables outstanding balances are unsecured, interest free and require settlement in cash. No
guarantee or other security has been given against these payables. The amounts are payable within 0 to 45
days from the reporting date.
Note 47 - Related Party Transactions: (Continued)
3. Loans given to related parties
The Comapny has granted general corporate purpose loan to it's subsidiary's/joint venture (primarily for
funding project development, acquisition of land, construction activities and meeting working capital
requirements). These loans are unsecured and repayable on demand and are provided at interest rate of
12% (March 31, 2025: 15%) p.a. as per agreement with subsidiary's/joint venture. For the year ended March
31, 2026, the Comapny has not recorded any impairment on loans due from it's subsidiary's/joint venture
(March 31, 2025: Nil).
4. Deposit given for Rental properties
Security deposits given to related parties are unsecured, interest-free and are repayable on expiry or
termination of the respective lease arrangements, as per the terms of the agreements.
Note 48 - Summarized financial information in respect of joint ventures and associates
The summarized financial information of the joint venture and associate, based on its Ind AS financial statements
disclosed below, reflects the amounts presented in the financial statement of the joint venture/ associate and not the
company's share of those amounts.
(d) Contingent liability and Capital Commitment
There are no contingent liability and capital commitment as at March 31, 2026 and March 31, 2025.
(d) Contingent liability and Capital Commitment
There is no contingent liability and capital commitment as at March 31, 2026 and March 31, 2025 except
contingent liability of H690 lakhs for the year ended March 31, 2025, pertaining to indirect tax matters.
Note 49: Merger of Kolte-Patil Developers Limited ("Transferee Company") with Kolte-Patil
Integrated Townships Limited ("Transferor Company")
The Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") vide its Order dated October 07, 2025, has
approved the Scheme of Amalgamation involving merger of wholly-owned subsidiary company, namely Kolte-Patil
Integrated Townships Limited ("Transferor Company") with Kolte-Patil Developers Limited ("Transferee Company")
under Sections 230-232 and other applicable provisions of the Companies Act, 2013 with the appointed date of
April 01, 2024. The merger became effective on October 31, 2025 on filing of the NCLT order with the Registrar
of Companies.
The merger has been accounted as Business Combination of entities under common control as per Appendix C to Ind
AS 103 - Business Combinations. Accordingly, the comparative period for the year ended March 31, 2025 presented
in these financial statements have been restated to include the effects of this merger.
The company recorded the assets, liabilities and reserves of transferor company vested in it pursuant to the scheme
at their respective carrying amounts. For this purpose, the identity of the reserves of the transferor company has
been preserved in the same form and at the carrying amounts as appearing in the consolidated financial statements
of the Transferee Company. The transactions and intercompany balances between the transferor company and the
transferee company including the investment of the transferee company and the share capital of transferor company
have been eliminated with effect from appointed date.
Details of assets and liabilities acquired on amalgamation :
Note 50 - Share Based Payment:
Employee stock option scheme (''ESOS 2021")
The Company has instituted ESOS 2021 for eligible employees of the Company. Each option carries with it the right
to purchase one equity share of the Company at the exercise price determined by the Nomination and Remuneration
Committee at the time of grant. The employee stock option plan is designed to attract, reward, motivate and retain
its employees for high levels of individual performance and for unusual efforts to improve the financial performance
of the Company, which will ultimately contribute to the success of the Company. The ESOP Scheme is administered
by the Nomination and Remuneration committee. Participation in the plan is at the Nomination and Remuneration
committee's discretion and no individual has a contractual right to participate in the plan or to receive any
guaranteed benefits.
During the previous year ended March 31, 2025, the Nomination and Remuneration Committee of the Company have
approved grant with related vesting conditions. Vesting of the options would be subject to continuous employment
with the Company [i.e. passage of time ("Part A")] or with company achieving certain performance milestones ("Part
B") within vesting period. The ESOP schemes have service condition and achievement of performance condition. The
vesting pattern of options under said ESOP scheme has been provided below.
Fair Value of the options granted during the year:
Following are the details of assumptions under the grant, related vesting conditions and fair valuation model used
based on the nature of vesting:
Fair valuation method - Binomial Lattice model
The Binomial Lattice model produces estimates of fair value based on assumed changes in share prices over
successive periods of time. This model allows for at least two possible price movements in each subsequent time
period. The Hull-White model (HW-model) is an extension of the Binomial Lattice model. It models the early exercise
behavior of employees by assuming that exercise takes place whenever the stock price reaches a certain multiple M
of the strike price X when the option has vested.
Note 51 - Details of CSR expenditure (Continued)
Reason for shortfall
(i) The unspent amount has been transferred to Special CSR A/c as on April 30, 2026 for identified CSR projects
for FY 2025-26.
(ii) For FY 2023-24 and FY 2024-25, the unspent amount was transferred to Special CSR A/c as on April 30,
2024 and April 30, 2025 respectively and the Company is spending for identified ongoing activities.
Note: The Company operates in real estate business and is governed by IND AS 115 for recording the revenue as per
completion contract method. Accordingly, above mentioned ratios may not be strictly comparable.
* Earnings available for debt service = Profit before taxes finance cost (net) depreciation and amortization expense impairment
of investment provision for doubtful debts /advances
** Debt service = Finance cost charged to PSL and finance cost capitalised lease payments principal repayments.
Reason for Variance:
1. Variance is mainly on account of increase in shareholder's equity during the year.
2. Variance is mainly on account of decrease in earnings in current year as compared to previous year.
3. Variance is mainly on account of decrease in cost of goods sold against increase in average inventory during
the year.
4. Variance is mainly on account of decrease in revenue in current year compared to previous year.
5. Variance is mainly on account of decrease in revenue during the year and positive working capital in current year
compared to previous year.
6. Variance is mainly on account of increase in interest income in current year as compared to previous year.
(ii) 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. Further, the Company did not come across any instance of audit trail feature being tampered
with. Additionally, the audit trail of prior years has been preserved as per the statutory requirements for record
retention to the extent it was enabled and recorded in previous years.
(iii) On March 13, 2025, the Company had entered into Share Subscription Agreement ("SSA") between the Company,
BREP Asia III India Holding Co VII Pte. Ltd. ("Acquirer") and Mr. Rajesh Anirudha Patil, Late Mr. Naresh Anirudha
Patil, Mr. Milind Digambar Kolte, Mr. Yashvardhan Rajesh Patil and Mr. Harshavardhan Naresh Patil, in relation
to the Preferential Issue of the Subscription Shares to the Acquirer on the terms and conditions contained
therein. Pursuant to such SSA, the Preferential Issue Shares Allotment Committee of the Board of Directors of
the Company at its meeting held on June 23, 2025, approved the allotment of 1,26,75,685 equity shares having
face value of H10/- each, at a premium of H319 per equity share (total H329 per equity share), aggregating to
H41,703 lakhs by way of a preferential allotment on a private placement basis to Acquirer. These equity shares
were issued on June 23, 2025 and rank pari-passu with the existing issued equity shares of the Company in
all respects including the payment of dividend and voting rights, if any. The corresponding costs pertaining to
such preferential issue amounting to H200 lakhs have been included in other expenses for the year ended March
31, 2026.
Further, on March 13, 2025, the Company had entered into Share Purchase Agreement ("SPA") between the
Acquirer, the Company, Mr. Rajesh Anirudha Patil, Late Mr. Naresh Anirudha Patil, Mr. Milind Digambar Kolte,
Ms. Sunita Rajesh Patil, Ms. Vandana Naresh Patil, Ms. Sunita Milind Kolte, Mr. Yashvardhan Rajesh Patil, Ms. Ankita
Rajesh Patil, Mr. Harshavardhan Naresh Patil and Ms. Priyanjali Naresh Patil ("Sellers") for the Acquirer to acquire
from the Sellers equity shares constituting 25.70% of the paid-up post-proposed preferential issue equity share
capital of the Company on the terms and conditions contained therein. Consequently, the Acquirer acquired such
2,27,96,353 equity shares from the Sellers on August 11, 2025. Subsequent to the above preferential issue and
acquisition of shares, Acquirer holds 40% equity stake in the Company.
Further, in accordance with the terms of the Shareholders' Agreement dated March 13, 2025, between the
Acquirer, the Company, and the Sellers, the Company shall have a Board consisting of up to 8 Directors, of
which the Acquirer shall have the right to nominate up to 3 Directors, whereas the Sellers can nominate up to 2
Directors, subject to prescribed shareholding thresholds and compliance with applicable laws. The Board shall
also have such number of independent Directors as is required under Applicable Law, selected from the pool of
eligible candidates for independent directorship as recommended by the Acquirer. No independent Director shall
be a nominee of either the Acquirer or the Sellers.
Additionally, in accordance with the terms of the Shareholders' Agreement, the Sellers have co-voting obligation,
wherein they shall exercise all their rights and powers (to the extent permitted under Applicable Law, including
exercising the voting rights of their nominated Directors) to procure that the Company and each of its subsidiaries
give full effect to the decisions of the Acquirer in relation to certain matters as specified in the Shareholders'
Agreement which include the appointment, removal, and all terms of engagement of Key Managerial Personnel;
any fundraising; approving the annual business plan and any corporate restructuring, including capital reduction,
security-swap transactions, mergers/amalgamations, demergers, delisting, and the acquisition or transfer of
one or more businesses or assets etc. This co-voting obligation is for Board as well as shareholder meetings.
Accordingly, by virtue of its right to nominate directors and the co-voting obligations of the Sellers in respect
of the specified matters in the Shareholders' Agreement, the Acquirer is considered to have control over the
Company and, therefore, is considered the Holding Company with effect from August 11, 2025.
(iv) The Board of Directors of the Company at its meeting dated May 22, 2026 have approved the draft scheme of
amalgamation involving amalgamation of Kolte-Patil Lifespaces Private Limited and Kolte-Patil Smart Spaces
Private Limited, wholly-owned subsidiaries of the Company with the Company under Section 230 to 232 of
the Companies Act, 2013 read with applicable rules made thereunder. The Scheme is conditional and subject
to necessary statutory and regulatory approvals/permissions including approval of National Company Law
Tribunal, Mumbai and Members and consent from the creditors of the wholly owned subsidiaries/ the Company,
as applicable.
Note 54 - Other Statutory Information for the year ended March 31, 2026 and March 31, 2025
(i) No proceedings have been initiated or are pending against the Company for holding any Benami property under
the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) There are no charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iii) The Company does not trade or has purchased crypto currencies during the year.
(iv) The Company does not have any transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income 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).
(v) There is no revaluation of Property, plant and equipment or right to use assets.
(vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) 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
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(viii) The Company has complied with the number of layers prescribed under Clause (87) of Section 2 of the Companies
Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
|