S. 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.
T. 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.
U. 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 (g) 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 Ministry of Corporate Affairs has made ammendments to Ind AS 116 Leases - "Lease Liability in a Sale and Leaseback" which are effective for annual periods beginning on or after April 01, 2024 and must be applied retrospectively to sale and leaseback transactions entered into on or after the date of initial application of Ind AS 116. However, the amendments are not applicable to the Company and hence have no impact on Company's financial statements.
2B. STANDARDS NOTIFIED BUT NOT YET EFFECTIVE
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company's financial statements are disclosed below. The Company will adopt this new and amended standard, when it becomes effective.
Lack of exchangeability - Amendments to Ind AS 21:
The Ministry of Corporate Affairs notified amendments to 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 are not expected to have a material impact on the Company's financial statement
Nature and purpose of other 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. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.
Capital Reserve on Merger
Capital Reserve created on account of amalgamation.
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.
(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, 2025, the Company has redeemed debentures amounting to H3,656 lakhs towards the outstanding principal amount and has paid H1,750 Lakhs towards the redemption premium payable on such debentures. The outstanding principal amount of these debentures is H16,994 lakhs with a reduced face value of H82,297 per debenture. The security cover in respect of these outstanding Non-Convertible Debentures as on March 31, 2025 is 1.26 times principal amount outstanding as at period end which has been calculated on the basis of valuation of underlying project as at March 31, 2025.
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.
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, 2025, the Company has redeemed debentures amounting to H1,696 lakhs towards the outstanding principal amount and has paid H217 lakhs towards the redemption premium payable on such debentures. The outstanding principal amount of these debentures is H9,394 lakhs with a reduced face value of H84,708 per debenture. The security cover in respect of these outstanding Non-Convertible Debentures as on March 31, 2025 is 1.25 times principal amount outstanding as at period end which has been calculated on the basis of valuation of underlying project as at March 31, 2025.
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, 2025, the Company has redeemed debentures amounting to H1,064 lakhs towards the outstanding principal amount and has paid H276 lakhs towards the redemption premium payable on such debentures. The outstanding principal amount of these debentures is H12,313 lakhs with a reduced face value of H92,046 per debenture. The security cover in respect of these outstanding Non-Convertible Debentures as on March 31, 2025 is 1.05 time principal amount outstanding as at period end which has been calculated on the basis of valuation of underlying project as at March 31, 2025. 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 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, 2025, the Company has redeemed debentures amounting to H2,421 lakhs towards the outstanding principal amount and has paid H4,089 lakhs towards the redemption premium payable on such debentures and the outstanding principal amount of these debentures is H11,579 lakhs with a reduced face value of H82,709 per debenture.
(ii) Terms of loans from bank, financial institutions and vehicle loans:
(a) Term loans of H2,534 lakhs (March 31, 2024: H3,204 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 subsidiary 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 15 equal monthly instalments from March 2025 (subject to escrow mechanism repayments linked to collections of the project).
(b) Term loans of H527 lakhs (March 31 , 2024: H1,162 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 subsidiary of 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 8 equal monthly instalments from March 2025.
(c) Term loan of H1,053 lakhs (March 31, 2024: H1,366 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 subsidiary of 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 36 equal monthly instalments from March 2025.
(d) Overdraft loans of H4,987 lakhs (March 31,2024: H12,344 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 subsidiary of the Company (ii) first 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 equal quarterly instalments from March 2025.
(e) Term loan of H2,993 lakhs (March 31, 2024: H3,500 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 8 specified quarterly tranches starting from September 30, 2025 (subject to escrow mechanism repayments linked to collections of the project).
(f) Term loan of H Nil (March 31, 2024: H3,015 lakhs) carrying interest rate of BHFL-I-FRR HFCINS reduced by spread of 6.35% 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 Dahisar, Mumbai which is redeveloped 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 March 31, 2024 is repaid entirely during the year (subject to escrow mechanism repayments linked to collections of the project).
(g) Term loan of H2,938 lakhs (March 31, 2024: H Nil) 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 30 monthly instalments starting from June, 2027 (subject to escrow mechanism repayments linked to collections of the project).
(h) Term loan of H9,000 lakhs (March 31, 2024: H9,000 lakhs) S Dropline Overdraft Facility of H1,473 lakhs (March 31, 2024: 1,494.74 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 24 monthly instalments starting from June 2025 (subject to escrow mechanism repayments linked to collections of the project).
(i) Overdraft Facility of H4,228 lakhs (March 31, 2024: Nil) 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 subsidiary of 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 tenure for outstanding amount (including current maturities) is repayable in 7 equal quarterly instalments from March 31, 2025.
(j) Overdraft Facility of H3,997 lakhs (March 31, 2024: Nil) 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 subsidiary of 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 tenure for outstanding amount (including current maturities) is repayable in 8 equal quarterly instalments from September, 2025.
(k) Vehicle loan of H4 lakhs (March 31, 2024: H15 lakhs) carrying interest rate of 8% are secured by charge on underlying asset (vehicle).
(l) Vehicle loan of H19 lakhs (March 31, 2024: H50 lakhs) carrying interest rate of 7.86% are secured by charge on underlying asset (vehicle).
(m) Vehicle loan of H23 lakhs (March 31, 2024: Nil) carrying interest rate of 8.26% are secured by charge on underlying asset (vehicle).
(n) Vehicle loan of H27 lakhs (March 31, 2024: H Nil) carrying interest rate of 8.26% are secured by charge on underlying asset (vehicle).
(o) Vehicle loan of H117 lakhs (March 31, 2024: H Nil) carrying interest rate of 9.20% are secured by charge on underlying asset (vehicle)
(p) Vehicle loan of H193 lakhs (March 31, 2024: H Nil) carrying interest rate of 9.06% are secured by charge on underlying asset (vehicle).
(q) Vehicle loan of H150 lakhs (March 31, 2024: H Nil) carrying interest rate of 8.70% 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 willful defaulter by any bank or financial institution or Government or any Government authority or other lender, in accordance with the guidelines on willful 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 satisfied once the project is completed and control is transferred 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 project management fee is satisfied when the project management services for underlying project are substantially complete. Revenue is recognized over time, as percentage to the actual capital expenditure incurred on those projects.
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.
Notes:
(1) The Company 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 and are scheduled for hearings. After considering the circumstances and legal evaluation thereon the management believes that these cases will not adversely effect its financial statements.
(2) The Company is contesting tax demands which majorly represent demands arising on completion of assessment proceedings under the Income-tax Act, 1961 and other indirect tax act. 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 H375 lakhs (March 31, 2024: H30 lakhs) which is not reduced from above contingent liability.
Note 38 - Commitments and contingencies (Continued)
(3) The Company does not expect any reimbursement in respect of the above contingent liabilities and it is not practicable to estimate the timing of the cash outflows, if any, in respect of aforesaid matters and it is not probable that an outflow of resources will be required to settle the above obligations/claims.
(4) Interest and claims by customers/suppliers may be payable as and when the outcome of the related matters are finally determined and hence not been included above. Management based on legal advice and historical trends, believes that no material liability will devolve on the Company in respect of these matters.
Note 39 - 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 H312 lakhs (Previous Year - H344 lakhs) and Employee State Insurance Scheme is H0.08 lakhs (Previous Year - H0.35 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:
No other post-retirement benefits are provided to these employees.
In respect of the plan, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at March 31, 2025 by Ranadey Professional Services, Fellow of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
Expected contributions for next year H160 lakhs (March 31, 2024 - H150 lakhs)
Note 40 - 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 41 - Leases
Where the Company is Lessee:
The Company's leased assets primarily consists of lease for office space having lease term of 2 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 H120 lakhs (Previous Year - H222 lakhs).
The fair value of cash and cash equivalents, other balances with banks, trade receivables Investment, other financial assets, trade payables, borrowings 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. The borrowings which are at floating rate of interest, fair values as at March 31, 2025 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 45 - 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 senior management 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.
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.
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, 2025, the Company had 3 customers (March 31, 2024: 2 customers) that owed the Company more than INR 100 lacs each and accounted for approximately 62% (March 31, 2024: 76%) 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 51: Merger of Kolte-Patil Developers Limited ("Transferee Company") with PNP Agrotech Private Limited and Tuscan Real Estate Private Limited ("Transferor Companies")
During the previous year, Hon'ble Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai vide its Order dated February 08, 2024, has approved the Scheme of Amalgamation involving merger of wholly-owned subsidiary companies, namely PNP Agrotech Private Limited and Tuscan Real Estate Private Limited ("Transferor Companies") with Kolte-Patil Developers Limited ("Transferee Company") as per Section 233 of the Companies Act, 2013 read with Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with the appointed date as April 01, 2023.
The Scheme has been given effect from April 01, 2023, i.e. the appointed date in accordance with Ministry of Corporate Affairs General Circular 9/2019 dated August 21, 2019 which is not in compliance with Ind AS.
The Company has accounted for the amalgamation as per the principles laid down in 'Appendix C' of Ind AS 103 - Business Combination of entities under common control. The company recorded the assets, liabilities and reserves of transferor company vested in it pursuant to the scheme at their carrying amounts. The intercompany balances between the transferor company and the transferee company including the investment of the transferee company and the share capital of transferor company stood cancelled.
Note 52 - 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 year, the Nomination and Remuneration Committee of the Company has 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.
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
A Investment in equity shares, mutual funds, preference shares etc has not been considered since, the corresponding income pertaining to that is not forming part of income.
Reason for Variance:
1 Variance is on account of higher increase in earnings against slight increase in debt repayment in current year as compared to previous year.
2 Variance is mainly on account of profit in current year against loss in previous year.
3 Variance is on account of higher increase in cost of goods sold against slight increase in average inventory during the year.
4 Variance is mainly on account of increase in revenue in current year compared to previous year.
5 Variance is mainly on account of increase in revenue during the year and negative working capital in current year compared to previous year.
6 Variance is mainly on account of increase in earnings in current year as compared to previous year.
Note 54 - Prior Period Error
As part of reconciliation exercise as of year end, the Company identified old customer advances of H2,533 lakhs for which the obligation to deliver constructed units had been completed in prior years and hence the same have been considered as prior period income. Accordingly, in accordance with Ind AS 8 - "Accounting Policies, Changes in Accounting Estimates and Errors" the management has correctly stated the position as at March 31, 2025 by adjusting the advance received amount against equity (net of tax) and also restated the balance sheets as at March 31, 2024 and April 01, 2023.
(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 except that the audit trail feature is not enabled for certain changes made to data when using privileged/administrative access rights. Additionally, the audit trail of previous year has been preserved as per the statutory requirements for record retention to the extent it was enabled and recorded in previous year.
(iii) The Board of Directors had approved the draft scheme of amalgamation of Kolte-Patil Integrated Townships Limited (a wholly owned subsidiary of the Company) with the Company under Section 233 of the Companies Act 2013 read with Rule 25 of the Companies (Compromises. Arrangements and Amalgamations) Rules, 2015. However, the application for scheme of amalgamation filed by the Company to the office of the Hon'ble Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai ("RD") on November 30, 2024 has not been approved. Subsequently, the Board of Directors of the Company at its meeting dated February 11, 2025 have approved the draft scheme of amalgamation of Kolte-Patil Integrated Townships Limited with the Company under Section 230-232 of the Companies Act, 2013 along with other applicable provisions and the rules subject to the requisite approvals under the Act and sanction of the scheme by the National Company Law Tribunal, Mumbai Bench ("NCLT") or any other competent authority. The appointed date of the said scheme is April 01, 2024 or such other date as may be approved by NCLT or any other competent authority. Pending approval from NCLT, the merger has not been given effect in the standalone financial statement.
(iv) The Board of Directors at its meeting held on March 13, 2025 had considered and recommended/approved issue and offer by way of a preferential allotment on a private placement basis ("Preferential Issue") an aggregate of 1,26,75,685 (One Crore Twenty Six Lakhs Seventy Five Thousand Six Hundred Eighty-Five) equity shares of the Company ("Subscription Shares"), having face value of INR 10/- (Indian Rupees Ten) each, at a price of INR 329/- (Indian Rupees Three Hundred Twenty Nine only) per Subscription Share, and aggregating to INR 417,03,00,365/- (Indian Rupees Four Hundred Seventeen Crores Three Lakhs Three Hundred Sixty Five only), to BREP Asia III India Holding Co VII Pte. Ltd. ("Acquirer"), for cash consideration, in accordance with the provisions of Chapter V of
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, other applicable laws and on the terms and conditions as set out in the Share Subscription Agreement inter-alia between the Company and the Acquirer in relation to the Preferential Issue, and subject to the approval from shareholders of the Company and receipt of approvals from applicable statutory authorities.
Subsequently, the Shareholders of the Company at the Extra-Ordinary General Meeting held on April 10, 2025 approved the Preferential Issue with requisite majority. The proposed preferential issue is, however, subject to receipt of approvals from applicable statutory authorities including but not limited to the Competition Commission of India and the Stock Exchanges.
Also, on March 13, 2025, the Company had entered into:
(i) Share Subscription Agreement ("SSA") between the Company, Acquirer and Mr. Rajesh Anirudha Patil, 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;
(ii) Share Purchase Agreement ("SPA") between the Acquirer, the Company Mr. Rajesh Anirudha Patil, 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 25.7% (twenty five point seven percent) of the paid-up post-proposed preferential issue equity share capital of the Company on the terms and conditions contained therein. If, for any reason, the preferential issue does not occur, then the number of shares to be acquired under the SPA will increase proportionately i.e. the Acquirer will purchase equity shares constituting ~40% of the share capital of the Company from the Sellers under the on terms and conditions contained in the SPA; and
(iii) Shareholders' Agreement between the Acquirer, the Company and the Sellers ("Existing Promoter Group") of the Company to record the terms and conditions governing the inter-se rights and obligations of the Acquirer and the Existing Promoters and Promoter Group as shareholders of the Company including in relation to the management and governance of the Company. The Acquirer will acquire joint control along with the Promoters over the Company.
Further, as result of: (a) the Preferential Issue of the Subscription Shares to the Acquirer as per the terms of the SSA; and (b) the acquisition of equity shares of the Company by the Acquirer from the Sellers as per the terms of the SPA, the Acquirer was obligated to make an open offer for 26% (twenty six percent) shares of the Company in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time.
Note 56 - Other Statutory Information for the year ended March 31, 2025 and March 31, 2024
(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) 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 from the date of their implementation.
As per our report of even date
For S R B C S CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Kolte-Patil Developers Limited
ICAI Firm registration number:
324982E/E300003
per Paul Alvares Rajesh Patil Yashvardhan Patil
Partner Chairman S Managing Director Joint Managing Director
Membership Number: 105754 (DIN-00381866) (DIN-06898270)
Place: Pune Atul Bohra Ravi Prakash Porwal Vinod Patil
Date: May 24, 2025 Chief Executive Officer Chief Financial Officer Company Secretary
Place: Pune Date: May 24, 2025
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