2.19 Provisions Contingent Liabilities and Contingent Assets
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a 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. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the
Balance Sheet date.
When the Company expects some or all of a provision to be reimbursed, the same is recognized as a separate asset, but only when
the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any
reimbursement. 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.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which 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 arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or
a reliable estimate of the amount cannot be made.
Contingent assets are not recognised in the standalone financial statements if the inflow of the economic benefit is probable than it is
disclosed in the standalone financial statements.
Both provisions and contingent liabilities are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.
Contingent Liabilities are not recognized but are disclosed in the notes.
2.20 Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted
average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year
are adjusted for events including a bonus issue, bonus element in right issue to existing shareholders, share split, and reverse share split
(consolidation of shares).
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the
weighted average number of equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
2.21 Cash and Cash Equivalent
Cash and cash equivalent for the purpose of Cash Flow Statement comprise cash at bank and in hand and short term highly liquid
investments which are subject to insignificant risk of changes in value.
2.22 Cash Flow Statement
Cash Flow Statement is prepared under the "Indirect Method" as prescribed under the Indian Accounting Standard (Ind AS) 7, Statement of
Cash Flows.
The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.
2.23 Commitments
Commitments are future liabilities for contractual expenditure. The commitments are classified and disclosed as follows:
(a) The estimated amount of contracts remaining to be executed on capital accounts and not provided for; and
(b) Other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of the Management.
2.24 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The
chief operating decision maker regularly monitors and reviews the operating result of the whole Company as two segments viz “Real Estate
Development" and "Hospitality"
The segments "real estate business" and "hospitality business", which are characterised by their different business activities, industry,
separate operating teams, separate chief operating decision makers, the availability of discrete financial information and considering the
overall Company's corporate structure of conducting most of its business through separate special purpose vehicles. (Also Refer Note 39)
(B) Material Accounting Judgements, Estimates and Assumptions:
The preparation of Standalone Financial Statements is in conformity with the recognition and measurement principles of Ind AS which
requires the management to make judgements for estimates and assumptions that affect the amounts of assets, liabilities and the disclosure
of contingent liabilities on the reporting date and the amounts of revenues and expenses during the reporting period and the disclosure
of contingent liabilities. Differences between actual results and estimates are recognized in the period in which the results are known/
materialize.
(i) Judgements
In the process of applying the Company's accounting policies, management has made the following judgements, which have the
most material effect on the amounts recognised in the standalone financial statements:
a) Assessment of the status of various legal claims and other disputes where the Company does not expect any material outflow
of resources and hence suitably disclosed. (Refer Notes 49, 52 & 54)
b) In several cases, assessment of the management regarding executability of the projects undertaken. (Refer Note No. 12)
c) Assessment of the recoverability of various financial assets.
(ii) Estimates and Assumptions
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 has based its assumptions and estimates on parameters available when the 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.
(a) Project estimates
The Company, being a real estate development company, prepares budgets in respect of each project to compute project profitability.
The major components of project estimate are ‘budgeted costs to complete the project' and ‘budgeted revenue from the project.
While estimating these components various assumptions are considered by the management such as (i) Work will be executed in
the manner expected so that the project is completed timely (ii) consumption norms will remain same (iii) Estimates for contingencies
and (iv) price escalations etc. Due to such complexities involved in the budgeting process, contract estimates are highly sensitive to
changes in these assumptions. All assumptions are reviewed at each reporting date.
(b) Impairment of Non Financial Assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists,
or when annual impairment testing for an asset is required, the Company estimates the assets recoverable amount. An asset's
recoverable amount is the higher of an asset's fair value less costs of disposal and its value in use. When the carrying amount of an
asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessment of the time value of money and the risk specific to the asset. In determining fair value less cost of disposal, recent
market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These
calculations are corroborated by valuation multiples or other available fair value indicators.
(c) Impairment of Financial Assets
The impairment provisions for financial assets are based on assumptions about the risk of default and expected loss rates. The
Company uses judgement in making these assumptions and selecting the inputs for impairment calculation. Based on Company's
past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
(d) Impairment of investment in subsidiaries, associates and joint ventures
The Company conducts impairment reviews of investments in subsidiaries, associates and joint ventures whenever events or
changes in circumstances indicate that their carrying amounts may not be recoverable or tests for impairment annually. Determining
whether the investments in subsidiaries, associates and joint ventures are impaired requires an estimate of the value in use of
investments. In considering the value in use, the management has anticipated future cash flows and other factors of the underlying
businesses / operations of the subsidiaries, associates and joint ventures and a suitable discount rate in order to calculate the present
value. Any subsequent changes to the cash flows due to changes in the above-mentioned factors could impact the carrying value of
investments.
(e) Deferred Tax Assets
In assessing the realisability of deferred tax assets, management considers whether some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during
the periods in which the temporary differences become deductible.
Management considers the scheduled reversals of deferred tax Assets, projected future taxable income. Based on the level of
historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible,
management believes that the Company will realize the benefits of those deductible differences.
The Company has not recognised Deferred tax assets on unrealised tax losses and credits, unabsorbed depreciation considering no
reasonable certainty on reversal of deferred tax assets on prudence basis in near future.
(f) Defined benefit plans
The cost and present value of the gratuity obligation and compensated absences 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, attrition rate 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.
(g) Fair value measurements
When the fair values of the financial assets and liabilities recorded in the Balance Sheet cannot be measured based on the quoted
market prices in active markets, their fair value is measured using valuation technique. The inputs to these models are taken from
the observable market wherever possible, but where this is not feasible, a review of judgement is required in establishing fair values.
Any changes in assumptions could affect the fair value relating to financial instruments.
(h) Estimation of provisions and contingencies
Provisions are liabilities of uncertain amount or timing recognized where a legal or constructive obligation exists at the balance sheet
date, as a result of a past event, where the amount of the obligation can be reliably estimated and where the outflow of economic
benefit is probable. Contingent liabilities are possible obligations that may arise from past event whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events which are not fully within the control of the
Company. The Company exercises judgment and estimates in recognizing the provisions and assessing the exposure to contingent
liabilities relating to pending litigations. Judgment is necessary in assessing the likelihood of the success of the pending claim and to
quantify the possible range of financial settlement. Due to this inherent uncertainty in the evaluation process, actual losses may be
different from originally estimated provision.
2.25 Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting
Standards) Rules as issued from time to time. For the year ended March 31,2025, MCA has not notified any new standards or amendments
to the existing standards applicable to the Company.
5.1 In the earlier year, the Company has pledged its investment of 9,998 equity shares in Goregaon Hotel and Realty Private Limited in favour
of Reliance Commercial Finance Limited which sanctioned a Term Loan of Rs. 12,098.00 lacs to the said subsidiary. During the previous
year, the said loan is fully settled and repaid by the said subsidiary and the lender has released charge for the said investment during the
year.
5.2 The Company has pledged its investment of 435,600 equity shares of Neelkamal Realtors Suburban Private Limited, in favour of Edelweiss
Housing Finance Ltd and ECL Finance Ltd which provided term loans to the said subsidiary company in the earlier years. The said loan has
been fully repaid in earlier years and release of pledged investment is in process.
5.3 The Company has pledged its investment of 19,03,398 (Previous Year: 19,03,398) equity shares of MIG (Bandra) Realtors and Builders
Private Limited, in favour of HDFC which sanctioned a Term Loan of Rs. 1,10,000 lacs to the said Subsidiary in the earlier years. (Refer Note
46.2(D)(i) & 46.2(D)(ii)))
Further, the Company has pledged same investment of 19,03,398 (Previous Year: 19,03,398) equity shares of MIG (Bandra) Realtors and
Builders Private Limited with IDBI Trusteeship Services Limited, in favour of HDFC which sanctioned a term loan of Rs. 1,30,000.00 lacs
during the earlier year to the Adani Goodhomes Private Limited and pledged 19,03,400 (Previous Year: 19,03,400) equity shares of said
subsidiary in favour of Adani Goodhomes Private Limited which granted term loan of Rs. 57,500.00 lacs to the said subsidiary during the
earlier year (Refer Note 46.2(D)(i) & 46.2(D)(ii))).
5.4 The Company has pledged its investment of 986,618 equity shares of Neelkamal Realtors Tower Private Limited, a subsidiary company, in
favour of Yes Bank which provided term loan of Rs. 35,000 lacs to the said subsidiary in the earlier year. The said loan has been fully repaid
in the earlier years and release of pledged investment is in process.
5.5 (a) During June 2018, the Company has given interest free deposit of Rs 10,000.00 lacs for 2 years to Goregaon Hotel & Realty Private
Limited which has been initially recognised as financial asset i.e. deposit. Consequent to the same, Rs 2,568.37 lacs has been added
to Investment which is difference between actual deposit amount and fair rate of deposit. During the previous year, Goregaon Hotel
& Realty Private Limited repaid the deposit amount and the Company has impaired such fair value impact of Rs. 2,568.37 lacs from
the investment. Further, during the current year the Company has reversed impairment of Rs 2,568.37 lacs based on the fair value
of the underlying project.
(b) During June 2018, the Company has given interest free deposit of Rs 7,000 lacs for 2 years to Neelkamal Shantinagar Properties
Private Limited which has been initially recognised as financial asset i.e. deposit. Consequent to the same, Rs 1,797.86 lacs has
been added to Investment which is difference between actual deposit amount and fair rate of deposit. During the previous year,
Neelkamal Shantinagar Properties Private Limited repaid Rs. 775.00 lacs of deposit amount and the Company has impaired such
fair value impact of Rs. 1,797.86 lacs from the investment. Further, during the current year the Company has reversed impairment of
Rs1,797.86 lacs based on the fair value of the underlying project.
5.6 During the year, the Company has made an impairment provision of Rs. 3,525.46 lacs (previous year Rs. 6,152.72 lacs) with respect to
investments in subsidiaries, associates, joint ventures and other investments. The assessment was made based on the future estimates of
profitability and cash flows from the projects undertaken by the said entities. The impairment losses, net of reversals are charged to Profit
and Loss account. The key assumptions in the impairment test included the future realisable value of the underlying assets and the timing
of their disposal.
5.7 10.50% Redeemable Cumulative Preference shares are redeemable at any time on or after expiry of 3 years from the date of allotment i.e.
07.11.2005 for 1,000,000 shares and 08.12.2005 for 50,000 shares, but not later than 20 years from the date of allotment. Further, the Board
of Directors of Neelkamal Realtor Suburban Private Limited shall, at its absolute discretion, decide the time of redemption after the expiry
of 3 years, whether to be redeemed fully or partially, in one or more lots but in not more than three yearly instalments.
5.8 The Company is holding 70,000 number of Secured Compulsory Convertible Debentures (CCDs) of Rs. 100 each aggregating to Rs.
70.00 lakhs in the N. A. Estate Private Limited (subsidiary company). The debentures were required to be converted into equity shares by
September 20, 2024.However, the same have been extended to another 3 years i.e. upto September 20, 2027. Except extension of tenure
of conversion of CCDs for a period of 3 years, all other terms and conditions will remain unchanged and will be subsisting and binding on
the said subsidiary company.
5.9 Upon transition to Indian Accounting Standards, the Company has opted to recognise the investment in the preference shares of Neelkamal
Realtors Tower Private Limited (subsidiary company) and debentures of the N.A. Estate Private Limited (subsidiary) at fair value through
profit and loss.
5.10 During June 2018, the Company has given interest free deposit of Rs 7,000.00 lacs for 2 years to Mira Real Estate Developers which has
been initially recognised as financial asset i.e. deposit. Consequent to the same, Rs 1,797.86 lacs was added to investment in earlier years
which is difference between actual deposit amount and fair rate of deposit.
7.1 There are no Loans and advances (Previous year: Nil) due by directors or other officers of the Company or any of them either severally or
jointly with any other persons or amounts due by Firms or Private Companies respectively in which any director is a partner or a director or
a member.
7.2 During the previous year, the Company has advanced an interest bearing loan of Rs 24,000.00 lacs to one of its joint ventures, Pandora
Projects Private Limited. The same has been invested by the joint venture in a real estate project. During the year, the terms of the interest
have been amended from fixed interest of 9.25% p.a. to variable interest which would be linked to the yield from the investment made by
the said entity in a real estate project.
12.1 All projects are under initial stage of development & expected to have net realisable value greater than the cost based on initial plans and
projections (Independent valuation was carried out by the Company in respect of some of its major projects).
12.2 In respect of real estate projects (Construction work in progress) aggregating to Rs. 33,193.22 lacs (Previous year Rs. 39,638.26 lacs) stage
of completion, projections of cost and revenues expected from project and realization of the construction work in progress / advances have
been determined based on management estimates which is being relied upon by the auditors. In respect of real estate project (Construction
work in progress) which are at initial preparatory stage [i.e. acquisition of land / development rights], realization of the construction work in
progress and advances for project / compensation have been determined based on management estimates of commercial feasibility and
management expectation of future economic benefits from the project. These estimates are reviewed periodically by management and
revised whenever required. The consequential effect of such revision is considered in the year of revision and in the balance future period
of the project. These estimates are dynamic in nature and are dependent upon various factors like eligibility of the tenants, changes in the
area, approval and other factors. Changes in these estimates can have significant impact on the financial statement of the Company and its
comparability with the previous year, however quantification of the impact due to change in said estimates cannot be quantified.
Additionally, the Company carries out fair valuation of its inventories at regular intervals and has carried out fair valuation of its inventories
through valuers. Based on the valuation reports and the management assessment, the underlying value is greater than the carrying value
of inventories and are consequently good for recovery (Also refer note 51).
16.1 There are no loans and advances due by directors or other officers of the Company or any of them either severally or jointly with any other
persons or amounts due by Firms or Private Companies respectively in which any director is a partner or a director or a member.
16.2 There are no loans whose credit risk has been significantly increased or impaired as on March 31,2025 except disclosed above.
16.3 The management is confident of full recovery of amounts receivables from its subsidiary namely MIG (Bandra) Realtors & Builders Pvt.
Ltd. on account of the profitability in respect of the ongoing project considering the estimated reduction in cost based on the arrangement
entered.
16.4 In respect of loan granted to subsidiary, Horizontal Ventures Private Limited, provision for expected credit loss of Rs. 4,900.00 lacs (previous
year Rs. 6,900 lacs) has been made after considering the underlying value of the receivables and expected realization from project in
respect of which company is entitled to revenue share as per agreement.
19.4 During the previous year, 14,86,04,000 warrants have been converted into equity shares on exercise of conversion option by promoter
allottees and investors upon payment of 75% of issue price of such warrants aggregating to Rs. 75,125.76 lacs. The Company had also
received the listing approval from recognised stock exchanges for the listing of 14,86,04,000 equity shares in the previous year. Further, all
the warrants issued in the earlier years have been converted into equity shares .
19.5 In accordance with Employee Stock Option Plan (ESOPs) scheme 2022 , the Company has granted 32,25,000 equity shares to its
employees (including the employees of its subsidiaries, associates and joint ventures) at an exercise price of Rs. 41.45 per equity share in
FY 2022-23 . Amongst which 13,63,921 where exercised in previous year. Further, in the current year, the Company has issued 6,76,113
equity shares on account of exercise of ESOPs by the employees of the Company (including the employees of its subsidiaries, associates
and joint ventures) and the same is accounted as per 'Ind AS 102 - Share Based Payment'.
19.6 During the Previous year, the Company has allotted 356.66 lacs equity shares of Rs. 10 each at Rs. 258 per share, aggregating to Rs.
92,020.02 lacs under Qualified Institutional Placement (QIP) on March 14, 2024.
39 Segment Reporting:
(A) Basis of Segment
Pursuant the acquisition of interests in the Hospitality sector during the previous year and the strategic decision taken by the Company
following the raising of the qualified institutional placement of equity to inter alia expand its Hospitality operations, the Company has identified
two reportable operating segments in standalone financials. The segments are "real estate business" and "hospitality business", which
are characterised by their different business activities, industry, separate operating teams, separate chief operating decision makers, the
availability of discrete financial information and considering the overall Company's corporate structure of conducting most of its business
through separate special purpose vehicles.
Accordingly, during the previous year, the Company has updated its reportable business segments as (i) real estate business and (ii) hospitality
business.
(B) Geographical Information
Geographical information provides an analysis of the Company's revenues and non-current assets by country of domicile and other countries.
However, as the Company's operations are limited to India, separate geographical segment information is not required by Ind AS 108
Operating Segments.
(C) Information about major customers
There is no revenue from operation (excluding other operating income) in the current year. In the previous year, revenue from operation
(excluding other operating income) pertain to sale of transferrable development right / land is related to one customer.
Note: Currently dedicated investments in hospitality have been included in the hospitality segment and all the other investments (including
cases where final evaluation / decision as regards nature of development is pending) as also other assets have been classified under real
estate segment. Further, gain on sale of investments in subsidiaries / joint ventures pertaining to real estate segment are classified under real
estate segment in the segmental reporting.
Also refer note 44 & 45 in respect of proposed demerger of hospitality business.
40 Lease:
As per Ind AS -116 ‘Leases', the disclosure of transactions with the respect to lease of premises is disclosed as follows:
Assets taken:
(i) The Company has taken commercial premises on operating Lease which is considered short term leases and low value asset and
accordingly lease rent of Rs. 0.45 lacs (Previous Year Rs. 0.64 lacs) pertaining to has been charged to Statement of Profit and Loss.
(ii) The Company does not have any contingent lease rental expenses/ income.
41 As per Indian Accounting Standard-19 “Employee Benefits”, the disclosures of Employee Benefits as defined in the Indian Accounting
Standard are given below:
A Defined Contribution Plan
The Company makes contributions towards provident fund, superannuation fund and other retirement benefits to a defined contribution
retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost
to the retirement benefit plan to fund the benefits. The contributions payable to these plans by the Company are at rates specified in the rules
of the schemes.
The Company has recognised the following amounts in Statement of Profit and Loss which are included under Contributions to Funds under
Employee Benefit Expenses (Refer Note 32)
2 The sensitivity analysis presented above may not be representative of the actual change in the defined obligations as it is unlikely that the
change in assumptions would occur in isolation of one another as some assumption may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the
project unit credit method at the end of the reporting period, which is same as that applied in calculation of defined benefit obligation liability
recognised in the balance sheet.
3 Sensitivity analysis is done by varying one parameter at a time and studying its impact.
VIII. Risk Exposure and Asset Liability Matching
Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term
obligations to make future benefit payments.
1 Liability Risks
a. Asset-liability Mismatch Risk -
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined
benefit liabilities, the Company is successfully able to neutralize valuation swings caused by interest rate movements. Hence companies
are encouraged to adopt asset-liability management.
b. Discount Rate Risk -
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can have a significant
impact on the defined benefit liabilities.
c. Future Salary Escalation and Inflation Risk -
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often
result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases
provided at management's discretion may lead to uncertainties in estimating this increasing risk.
42 Sale of investment (including investment in subsidiary and joint ventures)
42A During the previous year, the Company redeemed preference shares in Marine Drive Hospitality and Realty Private Limited (MDHRPL) at face
value. The same has resulted into:
(a) gains of Rs. 20,927.22 lacs, being difference between carrying value and redemption proceeds - unwinding of financial instruments
which is accounted under other income with respect to 74,443 CRCPS, which were measured at amortised cost.
(b) reversal of impairment loss of Rs 9,186.47 lacs accounted under exceptional items with respect to 2,17,630 ROCCPS Series C which
were measured at FVTPL.
(c) reversal of impairment loss of Rs 5,556.50 lacs accounted under other comprehensive income with respect to 98,600 ROCCPS Series
D and 3,13,478 ROCCPS Series B, which were measured at FVTOCI.
Further, equity investment in MDHRPL which were measured at FVTOCI were sold to related parties leading to reversal of impairment loss of
Rs. 345.45 lacs under other comprehensive income.
42B During the previous year, The National Company Law Tribunal approved the scheme of amalgamation of Platinum Corp Affordable Builders
Private Limited with Royal Netra Constructions Private Limited and post such approval, the Company sold its investment in equity shares,
recognizing a gain of Rs. 179.85 lacs. Against the loan granted by the Company, Royal Netra issued 8% NCD along with redemption premium
linked to the value of identified units. The fair value of redemption premium is not yet accounted considering that the underlying project is at
early stages of development.
42C During the previous year, the Company exited joint venture with Eversmile Construction Company Private Limited and Konark Conwell LLP,
with a right to receive specified area in the project at agreed timelines & terms. Gain on exit of Rs. 5,000.24 lacs based on RERA price after
considering time value of money has been recognised.
42D During the previous year, in respect of Real Gem Buildtech Private Limited (Real Gem) (a wholly owned subsidiary Company (WOS) of the
Company) being "DB Crown" Project, has decided not to reapply to NCLT for the earlier proposed slump sale and subsequently has entered
into share transfer agreement for transfer of entire stake of the subsidiary to Kingmaker Developers Private Limited (KDPL) for a consideration
of Rs. 23,141 lacs. Gain on sale of investment of subsidiary of Rs. 14,194.32 lacs has been accounted during the previous year.
42E During the previous year , the Company has executed securities purchase agreement and deed of transfer of partnership Interest for
disinvestment of its entire holding (equity shares as well as preference shares) / interest in two joint ventures of the Company i.e. Prestige
(BKC) Realtors Pvt Ltd and Turf Estate Joint Venture LLP for a consideration of Rs. 97,870.05 lacs and Rs. 19,779.08 lacs, respectively. Both
the transactions has been completed and the Company has recognised gain on such disinvestment of Rs. 41,490.18 lacs on sale of its stake
in Prestige (BKC) Realtors Pvt Ltd on and Rs. 621.23 lacs on sale of its stake in Turf Estate Joint Venture LLP. The Company has also repaid
its entire dues of Rs. 51,732.90 lacs (interest free) to its related parties i.e., Prestige (BKC) Realtors Private Limited. Further, The Company
has also repaid loan of Rs. 23,794.93 lacs along with interest payable of Rs. 6,629.64 lacs to other Prestige Group entities.
43 Acquisitions (including investment in subsidiary and joint ventures)
43A Acquisition of Subsidiaries:
1 During the Previous year, the Board of Directors of the Company on August 11,2023 and members resolution on September 16, 2023
had approved the following acquisitions from its related party:
(i) 78,250 equity shares of Goan Hotels & Realty Private Limited (Goan Hotel) for a total purchase consideration of Rs 1,41,068.00 lacs at
a price of Rs. 1,80,279 per equity share as per fair valuation report obtained from a registered valuer. Goan Hotel owns a five-star hotel
under the brand of Grand Hyatt, situated at Bambolim, Goa which is amongst the most successful luxury hotels in India.
(ii) 2,12,69,325 equity shares of BD & P Hotels (India) Private Limited (BD & P Hotels) for a total purchase consideration of Rs. 33,912.00
lacs at a price of Rs. 159.44 per equity share as per fair valuation report obtained from a registered valuer with an option to acquire
additional shares in the said entity after prior approval from the members of the Company. BD & P owns a five star hotel under the brand
of Hilton, situated near the International Airport, Andheri, Mumbai.
Procedural formalities with regards to transfer of equity shares of one of the aforementioned acquired entities is in process. Post such
acquisition, Goan Hotels and BD &P Hotels has become a wholly owned subsidiary and a subsidiary of the Company.
2 During the Previous year, on December 7, 2023, Vanita Infrastructure Private limited, a wholly owned subsidiary of the Holding Company
has acquired 1,00,000 equity shares of DB conglomerate Realty Private Limited (DB conglomerate) for a total consideration of Rs 1 lacs.
Thus, post-acquisition of such shares, DBCRPL has become a step-down subsidiary of the Holding Company.
43B Acquisition of additional stake in associates and became wholly owned subsidiary
During the earlier year, the Company has acquired balance stake in its associates i.e., Advent Hotels International Private Limited (Formerly
known as Shiva Realtors Suburban Private Limited) , Shiva Buildcon Private Limited and Shiva Multitrade Private Limited for a consideration
of Rs. 3,200.00 lacs and consequently the said entities have become wholly owned subsidiaries from associates. The Company has paid Rs.
251.77 lakhs to the shareholders of the 3 associate companies as compensation for delay in completion of this transaction.
43C Acquisition of joint ventures:
During the previous year, the Board of Directors of the Company on August 11,2023 had approved the acquisition of 10,10,000 equity shares
of Bamboo Hotel and Global (Delhi) Private Limited (Bamboo Hotels) from its related party. The said entity has been acquired on September
30, 2023, for a total purchase consideration of Rs. 60,888 lacs at a price of Rs. 6,028.51 per equity share as per fair valuation report obtained
from a registered valuer. Bamboo Hotels is constructing a hotel complex comprising of the St. Regis and the Marriott Marquis, a large
conferencing facility of 200,000 sq. ft and approx. 6.15 lakh sqft of leasable office / business centre / food & beverage space titled as Prestige
Trade Centre at Aero city, New Delhi. Procedural formalities with regards to transfer of equity shares of the said acquired entities is in process.
Post such acquisition, Bamboo Hotels became joint venture of the Company.
44 Pursuant to the proposed demerger of hospitality business, the Board of Directors at its meeting held on June 06, 2024, subject to the
requisite regulatory approvals, has considered and approved the Composite Scheme of Amalgamation and Arrangement between Valor
Estate Limited ("VEL"/”Amalgamated Company”/"Demerged Company"), Esteem Properties Private Limited (“EPPL”/”Amalgamating
Company”) and Advent Hotels International Private Limited (formerly known as Shiva Realtors Suburban Private Limited) (“AHIPL”/"Resulting
Company") and their respective shareholders and creditors under Sections 230 to 232 read with Section 52 and 66 and other applicable
provisions of the Companies Act, 2013 (“the Scheme"). Both Amalgamating Company and Resulting Company are wholly owned subsidiaries
of the Amalgamated Company.
In accordance with Regulation 37 of the Securities Exchange Board of India (Listing Obligation and Disclosure Standards) Regulations, 2015,
the Company had applied and received the "No adverse observation/No-objection" letters from both the BSE Limited and the National Stock
Exchange of India Limited on 6th December 2024. Subsequently, the Company, jointly with EPPL and AHIPL, has filed an application before
the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench for approval on the Scheme which has been admitted by Hon'ble NCLT
on 11th February 2025. Court conveying meeting has been organized and final petition was filed in NCLT in April, 2025. Final Demerger Order
is awaited from NCLT.
Accordingly, no effects have been given in the above financial statements.
45 As a part of re-organisation, the Company has transferred its entire (i) 50 percent equity shareholding in Bamboo Hotel and Global Centre
(Delhi) Private Limited (“Bamboo”) and (ii) 100 percent equity stake in Goan Hotels & Realty Private Limited (“Goan”), the entities involved
in hospitality business, to a wholly-owned subsidiary of the Company, Advent Hotels International Private Limited (formerly known as Shiva
Realtors Suburban Private Limited) ("SRSPL/Advent") at book value of Rs. 2,01,956.27 lakhs. Since the sale of equity shares in Bamboo and
Goan by the Company is to a wholly-owned subsidiary viz. SRSPL/Advent, the status of Bamboo and Goan as joint venture / wholly owned
subsidiary of the Company continues. The receivable is disclosed as “Receivable from WOS for sale of investments” in other current financial
assets. The said consideration receivable has been disclosed in other non-current financial assets. Further, the Company has assigned said
receivables to Shiva Buildcon Private Limited, wholly owned subsidiary.
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk Management framework.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits
and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes
in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to
maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
46.2(A) Market Risk:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market conditions.
Market risk comprises three types of risk: interest rate risk, credit and default risk and liquidity risk Financial instruments affected by market
risk include investments, loans, trade receivables, borrowings, trade payables and other financial liabilities.
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair
values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future
cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates. The Company's exposure to the
risk of changes in market interest rates relates primarily to the Company's debt obligations with floating interest rates.
Interest Rate Sensitivity:
The Company has no variable rate borrowings. Its borrowings comprise fixed-rate redeemable preference shares and interest-free loans from
promoter entities. Accordingly, changes in market interest rates have no material impact, and a sensitivity analysis is not presented.
46.2(C) Credit risk and default 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, business advances/deposit given) and
from its investing activities (primarily loans granted to various parties including related parties).
Trade Receivables
Considering the inherent nature of business of the Company, Customer credit risk is minimal. The Company generally does not part away with
its assets unless trade receivables are fully realised.
Based on prior experience and an assessment of the current economic environment, management believes there is no credit risk provision
required, other than those made in the accounts. Also the Company does not have any significant concentration of credit risk.
*Above amounts are based on the information available with the company and excludes unpaid interest and other charges by the borrowing
entities.
The Company has given guarantees in favour of subsidiaries / joint ventures/ associates/ other entities without any commission charged on
such guarantees considering the economic interest with such entities. Accordingly, management is of the view that these guarantees are not
prejudicial to the interests of the Company.
46.2(D)(i) During financial year 2018-19, the Company has given corporate guarantee and pledged its holding in the subsidiary company, MIG
(Bandra) Realtors & Builders Private Limited in respect of loan from HDFC Limited. The loan is secured by mortgage of unsold units of the
project, charge on the entire receivables arising from the project, personal guarantee of Mr. Vinod Goenka and Mr. Shahid Balwa, pledge of
640 lacs shares of DB Realty Ltd. The outstanding principal amount of the facility in the books of MIG (Bandra) Realtors & Builders Private
Limited as of March 31,2025 is Rs.62,447.30 lacs (Previous year: Rs.62,447.30 lacs).
46.2(D)(ii) During the earlier year, the Company had created a pledge of securities (on its investment in MIG (Bandra) Realtors & Builders Private
Limited) and given Corporate Guarantee on behalf of MIG (Bandra) Realtors & Builders Private Limited, a wholly-owned subsidiary and
Radius Estates & Developers Private Limited to Adani Goodhomes Private Limited for availing financial facility for a principal amount of Rs.
57,500.00 lacs and Rs. 72,500.00 lacs respectively aggregating upto Rs. 130,000.00 lacs. The details of securities are as follows:
First ranking pledge created over 19,03,400 shares of MIG (Bandra) Realtors and Builders Private Limited, amounting to 100% shares of MIG
(Bandra) Realtors and Builders Private Limited held by the Company, in favour of IDBI Trusteeship Services Limited acting as the security
trustee for Adani Goodhomes Private Limited, more particularly described in the unattested pledge agreement dated December 28, 2021. The
outstanding principal amount of the facility in the books of MIG (Bandra) Realtors & Builders Private Limited and Radius Estates & Developers
Private Limited as of March 31, 2025 is Rs.28,289.57 lacs (Previous year Rs. 38,134.09 lacs) and Rs.81,034.14 lacs (Previous year Rs.
60,788.89) respectively.
46.2(D)(iii) In the earlier year, the Company had created a pledge of securities and given Corporate Guarantee on behalf of Adam Goodhomes
Private Limited for availing financial facility for a principal amount of Rs. 130,000 lacs from HDFC Limited. The details of securities are as
follows:-
Second ranking pledge created over 19,03,398 shares of MIG (Bandra) Realtors and Builders Private Limited, amounting to 99.99% shares
of MIG (Bandra) Realtors and Builders Private Limited, held by the Company, in favour of IDBI Trusteeship Services Limited acting as the
security trustee for Housing Development Finance Corporation Limited, more particularly described in the unattested pledge agreement dated
December 28, 2021.The outstanding principal amount of the facility in the books of Adani Goodhomes Private Limited as of March 31,2025
is Rs. 1,23,999.00 lacs (Previous year Rs. 105,999.99 lacs).
46.2(D)(iv) The Company had given corporate guarantee of Rs. 9,000.00 lacs for zero percent non convertible debenture issued by Subsidiary
Company, Horizontal Realty and Aviation Private Limited in the earlier year. The same is secured by (i) Pledge of 22,000,000 shares of D B
Realty Limited.; (ii) First Mortgage and charge on the admeasuring 6,468.74 sq. ft. carpet area in Milan Garment Hub situated at Final Plot
No. 30A of TPS No. VI of Santacruz; (iii) Second Mortgage and charge over all the rights, titles, interest of Mira Real Estate Developer in the
"Mira Road Land" along with FSI and buildings constructed/ to be constructed thereon.; (iv) First charge on existing and future receivables
of the Company and Goan Hotels and Realty Private Limited accruing to them from the Project Receipts under the Development Agreement
read with Deed of Modification, Escrow Account(s) and all the monies lying in the Escrow Account(s).; (v) First charge on existing and
future receivables from Project 2 named as Milan Garment Hub, the Escrow Account(s) and all the monies lying in the Escrow Account.; (vi)
Pledge of 66.67% shares of the Milan Theatres Private Limited in dematerialised form along with its corporate guarantee. and (vii) Personal
Guarantee of Mr. Shahid Balwa and Mr. Vinod Goenka. Further in CY, the subsidiary has repaid all the outstanding balance & the charge
against the same has been released.
46.2(D)(v) The Company has given corporate guarantee to the Capri Global Capital Limited (CGCL) for term loan taken by the Subsidiary
Company, Esteem Properties Private Limited. The outstanding principal amount of the facility in the books of Esteem Properties Private
Limited as of March 31,2025 is Rs. 4454.99 lacs (previous year 4,436.88 lacs).
46.2(D)(vi) In earlier years, the Company had given corporate guarantee on behalf of Majestic Infracon Private Limited in which some of the
directors of the Company are interested for facility availed from Punjab National Bank, Mumbai and Bank of India, Mumbai, for an amount
aggregating Rs. 85,300.00 lacs. The Company has also provided collateral securities of the Company's property admeasuring 80,934 sq.
meters at Malad (East), Mumbai (forming part of Inventory) with including all development rights, unutilized Floor Space Index (FSI) / or such
other FSI that may be granted in future for Rs. 42,500.00 lacs out of total loan amounting to Rs. 85,300 lacs.
The said facility is also secured by (a) pledge of Majestic Infracon Private Limited shareholding consisting of 45,934,000 equity shares in
Etisalat DB Telecom Private Limited; (b) a pari passu charge on the property consisting of Hotel Hilton, Mumbai. (c) Together with collateral
securities of the Company's property admeasuring 80,934 sq. meters at Malad (East), Mumbai with including all development rights, unutilized
Floor Space Index (FSI) / or such other FSI that may be granted in future.
The liability towards Punjab National Bank is Rs. Nil (Previous year Rs. Nil) and Bank of India is Nil as on March 31,2025 (Previous Year
Rs. 14,146.0 lacs ).
The Borrower has entered One-time settlement (OTS) with the lender (Bank of India) dated March 21,2024 for Rs. 15,721.00 lakhs, out of
which Rs. 1,575.00 lakhs already deposited by the holding company in previous year of the said borrower is adjusted and the balance of Rs.
14.146.00 lakhs is paid in Current year. Further, the Bank of India has issued a no-due certificate, and the corporate guarantee and securities
provided by the Company have been released except in case of Punjab National bank, where corporate guarantees are yet to be released.
46.2(D)(vii) In the current year, the Company has given Corporate Guarantee towards Non Convertible Debentures issued by Bamboo Hotel and
Global Centre (Delhi) Private Limited, Joint Venture in favour of Catalyst Trusteeship Limited being trustee of the Non Convertible Debenture
Holders. It has issued 98,000 Tranche-I secured, redeemable, rated, listed and non-convertible debentures (NCDs) (BBB- Rating) of Rs
100.000 each at par, having tenor upto 31 January, 2028 and 80,800 Tranche-II secured, redeemable, rated, listed and non-convertible
debentures (BBB- Rating) of Rs 100,000 each at par, having tenor upto 31 January, 2028 aggregating Rs.1,78,800.00 lacs . These NCDs
carry a coupon rate of 10.81% payable quarterly.
These NCDs are secured by way of exclusive charge by way of hypothecation over hypothecated assets, pledged of pledged securities,
mortgage over mortgaged assets, substitution agreement, sponsor undertaking by corporate guarantor-I (Prestige Estates Projects Limited
) and corporate guarantor-II (the Company), promotor undertaking and any additional security interest granted by issuer or any other person
on its assets.
The outstanding principal amount in the books of Bamboo Hotel and Global Centre (Delhi) Private limited as on 31st March 2025 is Rs
1,78,803 lacs.
46.2(D)(viii) In the earlier year the Company had given corporate guarantees and collateral securities of the Company's property DB Hill Park
admeasuring 80,934 Sq. meters at Malad (East), Mumbai and Resham Bhavan located at Churchgate, Mumbai (forming part of Inventory), on
behalf of BD&P Hotels (India) Private Limited and Pune Buildtech Private Limited which were not a part of consolidated group of the Company.
The said facilities were also secured by (i) Charge on Fixed Assets both present and future of the respective projects other than project
land (ii) charge on all current assets including receipt of all the receivables related to the respective project (iii) charge on all bank accounts,
insurance contracts of respective company along with the following common securities (iv) a pari passu charge on its property consisting of
Hotel Hilton, Mumbai.
During the previous year, the BD&P has repaid the entire outstanding amount to the lender and no dues certificate was also received by the
BD&P.
The Pune Buildtech Private Limited has entered One-time settlement (OTS) with the lender dated March 21,2024 for Rs. 54,614.00 lacs, out
of which Rs. 39,744.00 lacs already deposited by the holding company of the said borrower and the balance of Rs. 14,870.00 lacs was paid
in current year. Accordingly, the lender has issued a no-due certificate, and the corporate guarantee and securities provided by the Company
have been released.
46.2(D)(ix) In the earlier years, the Company has pledged its investment of 74,443 (Previous year :74,443) shares of CRCPS, 188,215 (Previous
year : 188,215) shares of Series C 0.002% ROCCPS and 92,600 (Previous year : 92,600) shares of series D 0.002% ROCCCPS of Marine
Drive Hospitality & Realty Private Limited ("MDHRPL") in favour of ECL Finance Limited, Edelweiss Finance Private Limited and Beacon
Trusteeship Limited which provided term loan of Rs. 34,000.00 lacs, Rs. 8,000.00 lacs and Rs. 14,500.00 lacs to said company. MDHRPL
had not availed Rs. 8,000.00 lacs facility and the other loan & Non- Convertible Debenture were assigned to RARE Asset Reconstruction
Limited by the respective lender.
In the previous year, the MDHRPL has entered into one time settlement with the lenders and settled the borrowing. No dues certificate is also
received by MDHRPL in this regards. Consequent to the settlment, as mentioned in note 42A of standalone financial statement, the Company
has transferred / redeemed all the securities which was pledged. Further in the current year, the Company has released the charge and the
corporate guarantee and securities provided by the Company have been released. The matter is now fully resolved.
46.2(D)(x) The above amounts disclosed are excluding interest/ uncharged interest/ penal interest/ any other charges, if any levied by Bank/
Financial Institutions.
46.2(E) Liquidity Risk:
The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans
and preference shares. The Company's management regularly reviews expected future cash inflows and outflows. Accordingly, based on the
projections, the management takes necessary steps for raising fresh debt and recovery from existing financial assets to meet its obligations.
The table below summarise the maturity profile of the Company's financial liabilities based on contractual discounted payments.
Notes:
1 Investments in equity shares of subsidiaries, associates and joint ventures which are measured at cost as per Ind AS 27, "Separate
Financial Statements" are not disclosed here. Further, investment in subsidiaries, associates and joint ventures which are measured at
fair value through profit and loss have been disclosed above.
2 Loans to subsidiaries, associates and joint ventures are demand loans however, their realization within next 12 months would be
dependent upon the development of the underlying project which are being developed by the said entities.
46.2(F) Foreign Currency Risk
The Company has no foreign currency exposure as all transactions and balances are in INR. Accordingly, disclosures relating to foreign
currency risk are not applicable.
46.2(G) The Company is in the business of real estate development through various SPVs where by the company is arranging fund for all such
projects. Due to accounting standard requirement, the Company has passed certain entries for fair valuation/interest income on financial
instruments of such SPVs. As per RBI guidelines, the Company is required to take NBFC registration if Company is meeting the definition of
NBFC. Based on legal opinion taken by the management from external consultant and considering business model of real estate development
through various entities, the Company is not required to take registration from RBI as NBFC even though financial assets and income from
financial assets are higher than 50% (50-50 test meet).
47 Capital Management:
For the purposes of the Company's capital management, capital includes issued capital and all other equity reserves. The primary objective of
the Company's Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments
in the light of changes in economic environment and the requirements of the financial covenants. The Company believes in lower debt equity
ratio.
49.2 The Company is a party to various legal proceedings in normal course of business and does not expect the outcome of these proceedings to
have any adverse effect on its financial conditions, results of the operations or cash flow. (Refer note 52 and 54).
49.3 The Company is contesting the direct/indirect tax demands mention in note (a) above and the Management believes that its position will likely
be upheld in the appellate process. No tax expense has been accrued in the standalone financial statements for the tax demand raised. The
Management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company's financial position
and results of operations.
49.4 The Company believes that its existing provision for property tax is sufficient to cover liabilities up to March 31,2025, based on the Supreme
Court's decision on Capital Value-based tax based on the situation “in praesenti”.
50 Share of profit (net) from investments in partnership firms and association of persons are based on financial statements of the such entities
as audited by respective auditors. The audited financial statements/the auditors' report on the financial statements of the such entities viz.
Dynamix Realty (“Dynamix”), DBS Realty, Conwood DB JV, Mira Real Estate Developers, and Worli Urban Development Project LLP (formally
known as Lokhandwala DB Prestige LLP) in which the Company is a partner have reported certain significant matters as under (Refer note
35)
50A Notes to financial statements of Dynamix Realty are as follows ; (also refer note 54)
i. Notes to financial statements regarding to property tax liability:
The firm disagrees with its responsibility for property tax on the land where it built the Project because the land was conveyed to the Municipal
Corporation of Greater Mumbai (MCGM). Even though it made provisions for property tax until March 31,2012, it hasn't paid Rs. 102.35 lakhs
(same as last year) in property tax. Further, according to agreements with both the SRA and MCGM, the firm isn't liable for property tax from
April 2012 onward. Despite this, the firm paid Rs. 33.74 lakhs (same as last year) under protest after April 2012. As a precaution, the firm has
set aside funds for doubtful recovery, even though it believes it can recover this amount from MCGM.
The firm has filed legal cases against these parties before the Hon' High Court of Bombay for recovery of outstanding amounts along with
interest thereon, which are pending. Both the parties have disputed the firm's claim in this regard. In the opinion of the firm the outcome of
these cases would be in its favour and it shall be able to recover the same and accordingly, provision for doubtful debts/expected credit losses
is not considered necessary.
The Company (Partner) has given an undertaking, whereby it has agreed to bear the loss if any on account of non / short realisation of assets
as tabulated hereunder attached by the Directorate of Enforcement under the 2G Spectrum case and Money Laundering case. In view of the
same, no provision is made for the expected credit loss by the said firm.
During the earlier years, the firm has received special notice from Municipal Corporation of Greater Mumbai (M.C.G.M) with regard to payment
of property tax. In response to said notice the firm has filed complaint to M.C.G.M stating that the said property belongs to Government of
Maharashtra and therefore the assessment for property tax made on the firm is bad in law and void.
50C Notes to financial statements of Mira Real Estate Developers are as follows:
i. Notes to financial statements regarding a matter which is sub-judice:
The Salt Department, Union of India has filed a petition and the partnership firm has filed cross petitions towards their respective claim for
exclusive title over the salt pan land. Though the matter is sub-judice, the firm is of opinion that it has a rightful claim over the ownership of
the salt pan land and will be in a position to defend its title.
ii. The entity is in possession of a land which it was holding as a lessee in respect of a lease which has expired during the previous year. The
negotiations to renew this lease are ongoing with the authorities. The eventual lease classification as per IND AS-116 shall be ascertained
once the renewed lease deed is executed. Further, no lease payments have been made during the year.
During the year, the entity has entered into 2 different leave and license agreement with Larsen & Toubro Limited, both dated 6th September
2024 for a period of 36 months with an option to extend the license period for another 24 months for the land admeasuring 1,86,153.52 sq.
mt and 1,86,179.17 sq. mt. respectively. The entity has also entered into another leave and license agreement with Apco Infratech Pvt. Ltd.
as licensee and GHV (India) Pvt. Ltd. as confirming party dated 24th February 2025 for a initial term of 36 months with an option to extend
the license period for another 24 months for the land admeasuring 1,58,843 sq. mt. The land will be used by the Licensees for casting yard
& other ancillary facilities and to carry out incidental/related works/activities for execution and completion of the Project. The Hon‘ble Bombay
High Court has permitted the grant of leave and license of the said property vide order dated 31st July 2024 passed in IA No. 7529 of 2024 in
First Appeal No. 1430 of 2019.
50D Notes to financial statements of Conwood DB JV are as follows:
Represent disputed demands under income tax of Rs. 3,870.37 lacs (Previous year: Rs. 3,582.25 lacs) against which no amount has been
deposited. The matters are sub judiced before the first appellate authority. The members of the firm shall infuse funds to meet the obligations
if decided against.
50E Notes to financial statements of Worli Urban Development Project LLP (formally known as Lokhandwala DB Prestige LLP) are as
follows:
The project being at initial preparatory stage, realization of the project work-in-progress has been determined based on the partners estimates
of commercial feasibility and the partners expectation of the future economic benefits from the project. These estimates have been prepared
by the LLP and approved by the partners.
51 The Company has assessed and recognised impairment provisions on loans, investments, and inventories in accordance with Ind AS 109,
Ind AS 36 and IndAS 2, based on periodic fair valuation, expected credit loss calculation, and management estimates wherever the carrying
amounts exceeded recoverable values.
52 Update as regards other litigations:
(a) With respect to guarantees or securities given by the Company
(i) In relation to the show cause notice received from SEBI concerning accounting of potential liability for corporate guarantees issued by the
Company and other related matters, SEBI has passed final Order dated 4th February, 2025 imposing penalty of Rs. 5 lakhs on the Company
which has been paid by the Company. Further, the corporate guarantee was released pursuant to settlement with the borrower. The matter is
now fully resolved.
(ii) In connection with the corporate insolvency resolution proceedings (CIRP) initiated by a lender, secured by the corporate guarantee and
securities given by the Company, the Borrower entered into a One-Time Settlement (OTS) with the lender on March 21, 2024. The terms
and conditions of the OTS led the National Company Law Appellate Tribunal (NCLAT) to close the CIRP, with a provision to revive in case
of default. Following the full repayment of the OTS, in the previous quarter, the lender has issued a no-due certificate, and the corporate
guarantee and securities provided by the Company have been released. The matter is now fully resolved. Also Refer Note 45.2 (D) (vi) & Note
45.2 (D) (viii) above.
(b) With respect to project undertaken by one of its subsidiary, subsequent to the year end, the Hon'ble High Court has not accepted subsidiary's
application to grant approval of revised plans / project under new regulations framed under UDCPR 2020. The subsidiary has filed a writ
petition with Hon'ble Supreme Court. Based on the legal opinion, management believes that it has a strong case on merits.
(c) Furthermore, the Company is involved in various legal proceedings arising in ordinary course of business and does not foresee an adverse
impact on its financial condition, results of operations or cash flows.
Pending the ultimate outcome of the aforesaid legal proceedings, no further adjustments have been made to the standalone financial results
in this regard.
53 Managerial remuneration:
a) The managerial remuneration amounting to Rs. 891.00 lacs (Previous year Nil) and perquisites of Rs. 42.57 lacs (Previous year Nil) have
been paid to the managing directors, executive directors and their relatives of the Company are in accordance with the provision of section
197 of the Act, vide special resolution passed in general meeting.
b) Sitting fees amounting to Rs. 63.60 lacs (Previous Year Rs. 11.80 lacs) have been paid to the independent directors and non-executive
director of the Company in compliance with section 197 (5) of the Companies Act, 2013.
54 Legal matters involving cases filed by Investigating Authorities, against which the Company has received acquittal order(s) from the Special
Court, have pending appeals before the Delhi High Court, with no developments during the year.
55 The Company has made investments in various AOPs for the purpose of execution of separate real estate projects. The accounting of its
share of accumulated losses in each of the AOPs has been made in the financial statement. Further, based on the assessment of the project,
impairment loss has also been provided wherever required.
56 During the previous year, the Company has completed one time settlement with its lenders and also monetised certain investments leading
reduction in the current liabilities as against liquid current assets as compared to previous year. The promoter's group entities have also
infused funds in the Company. Further, the Company has also raised additions funds through issue of new equity shares through QIP (refer
note 57). Accordingly, the accounts are prepared on a going concern basis.
57 Qualified Institutional Placements (QIP) Issue
During the previous year, the Company has allotted 356.66 lakhs equity shares of Rs. 10 each at Rs. 258 per share, aggregating to Rs.
92.020.02 lakhs under Qualified Institutional Placement (QIP) on March 14, 2024.
i. Proceeds from Long-term Borrowings
ii. Repayment of Long-term Borrowings
iii. Increase/ (Decrease) in Short-term Borrowings
60 Additional Regulatory Information pursuant to Clause 6L of General Instructions for preparation of Balance Sheet as given in Part I of Division
II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given elsewhere in any other
notes to the Standalone Financial Statements:
60.1 The Company does not have any Benami property and no proceedings have been initiated or is pending against the Company for holding any
Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
60.2 During the year, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Company.
Further, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with
the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.
The Company has given loans to its subsidiaries, joint ventures, associates and others, which have been further utilised by these entities for
their business purposes and hence not covered above.
60.3 The Company has not been sanctioned any working capital facility and taken any borrowing from banks or financial institutions during the year
as well as previous year. Accordingly, there is no requirement for filing of quarterly returns or statements by the Company with the banks or
financial institutions.
60.4 The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter at any
time during the financial year or after the end of reporting period but before the date when the standalone financial statements are approved.
60.5 Details of loans or advances granted to promoters, directors, KMPs and the related parties, which are (a) repayable on demand or (b) without
specifying any terms or period of repayment
(a) Earnings available for debt service = Net profit after taxes ( ) Depreciation and amortisation ( ) Interest expenses ( ) other adjustments
like loss on sale of fixed assets, notional income and expenses etc. (-) Gain on sale of investments (-) Exceptional items
(b) Debt service = Interest and lease payments Principal repayments
(c) All the projects are under initial stage of development and hence, Company has not recognised any revenue from the same (except for
a small portion of a being vat refund received during the year), based on the same Inventory Turnover Ratio, Trade Receivable Turnover
Ratio and Net Capital Turnover Ratio are not required to be calculated.
(d) Capital Employed = Tangible net worth deferred tax liabilities (assets) Total debt
(e) The Company is not having any market linked investments.
(f) During the previous year, the Company has divested various investment and realised gain on such divestement (refer note 42). Further,
the Company has also received money by way of issue of equity shares against share warrants (refer note 19.4) and also infused fund
through issue of QIP which leads to significant increase in shareholders fund as compared to previous year (Refer note 57).
62 Additional Information as required by para 7 of General Instructions for preparation of Statement of Profit and Loss (other than already
disclosed above) are either Nil or Not Applicable
63 The figures for the previous year have been regrouped/ reclassified, wherever considered necessary.
The accompanying notes form an integral part of the Standalone Financial Statements
As per our attached report on even date.
For N. A. Shah Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Valor Estate Limited (formerly known as D B Realty Limited)
Firm registration number: 116560W / W100149
Prashant Daftary Vinod Goenka Shahid Balwa
Partner Chairman & Managing Director Vice Chairman & Managing Director
Membership No.: 117080 DIN: 00029033 DIN: 00016839
Mahesh Gandhi Jignesh Shah Atul Bhatnagar
Place: Mumbai Director Company Secretary Chief Financial Officer
Dated: May 30, 2025 DIN:00165638 Membership No.: A19129
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