m) Provisions, contingencies and commitments
A provision is recognized when the Company has a present obligation as a result of past event, it is probable
that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can
be made. Provisions are not recognized for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood
of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management's best estimate of the expenditure required to
settle the present obligation at the end of the reporting period. The discount rate used to determine the present
value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific
to the liability. The increase in the provision due to the passage of time is recognized as interest expense.
A disclosure for contingent liabilities is made where there is:
(i) 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
entity; or
(ii) a present obligation that arises from past events but is not recognized because it is not probable that an
outflow of resources embodying economic benefits will be required to settle the obligation; or the amount
of the obligation cannot be measured with sufficient reliability.
Contingent assets are not recognized in the financial statements. However, it is disclosed only when an inflow
of economic benefits is probable. Commitments are future liabilities for contractual expenditure, classified and
disclosed as estimated amount of contracts remaining to be executed on capital account and not provided for.
n) Employee benefits:
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly
within 12 months after the end of the period in which the employees render the related service are
recognized in respect of employees' services up to the end of the reporting period and are measured at
the amounts expected to be paid when the liabilities are settled.
(ii) Compensated absences
The Company presents the leave as a current liability in the balance sheet, to the extent it does not have an
unconditional right to defer its settlement for twelve months after the reporting date. Where the Company
has the unconditional legal and contractual right to defer the settlement for a period beyond twelve months,
the same is presented as non-current liability.
(iii) Post-employment obligations
The Company operates the following post-employment schemes:
(a) defined benefit plan such as gratuity; and
(b) defined contribution plan such as provident fund.
Gratuity obligations
The liability or asset recognized in the balance sheet in respect of defined benefit gratuity plan is the present
value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The
defined benefit obligation is calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation denominated in INR is determined by discounting the
estimated future cash outflows by reference to market yields at the end of the reporting period on government
bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit
obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement
of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions
are recognized in the period in which they occur, directly in other comprehensive income. They are included in
retained earnings in the statement of changes in equity and in the balance sheet.
Defined contribution plan
The Company pays provident fund contributions to publicly administered provident funds as per local
regulations. The Company has no further payment obligations once the contributions have been paid. The
contributions are accounted for as defined contribution plans and the contributions are recognized as employee
benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash
refund or a reduction in the future payments is available.
o) Business combination
Business combinations, other than common control business combinations, are accounted for using the purchase
(acquisition) method. The cost of an acquisition is measured as the fair value of the assets transferred, liabilities
incurred or assumed and equity instruments issued at the date of exchange by the Company. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at
fair value at the date of acquisition. Transaction costs incurred in connection with a business acquisition are
expensed as incurred.
The cost of an acquisition also includes the fair value of any contingent consideration measured as at the date of
acquisition. Any subsequent changes to the fair value of contingent consideration classified as liabilities, other
than measurement period adjustments, are recognised in the statement of profit and loss.
Common Control transactions, including combinations involving entities or businesses and cases wherein the
activities and operation of Transferor Companies does not constitute a Business as defined in Ind AS 103, are
accounted for using the pooling of interests method. The assets and liabilities of the combining entities are
reflected at their carrying amounts. The identity of the reserves shall be preserved and shall appear in the financial
statements of the Transferee Company in the same form in which they appeared in the financial statements of
the transferor. The difference, if surplus, between the carrying value of assets, liabilities and reserves pertaining
to the Transferor Company, as appearing in the consolidated financial statements, and the carrying value of
investment in the equity shares of the Transferor Company in the books of accounts of the Transferee Company
credited to capital reserve in the books of Transferee Company and presented separately from other capital
reserves. If the difference is a deficit, then the same is adjusted against the existing capital reserve and revenue
reserve of the Transferee Company, in that order, and unadjusted remaining amount, if any, shall be recorded
separately in amalgamation adjustment deficit account under 'Other Equity'.
p) Investment in subsidiaries and joint ventures
Investments in subsidiaries and joint ventures are recognised at cost as per Ind AS 27.
These standalone financial statements have been prepared in accordance with amended Schedule III to the
Companies Act 2013.
q) Cash flow statement
The Statement of Cash flows has been prepared under indirect method, whereby profit or loss before tax is
adjusted for the effects of transactions of non-cash nature, any deferrals or accruals of past or future operating
cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The
Cash flow from operating, investing and financing activities are segregated.
r) 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 31st March
2025, MCA has notified amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, which
is applicable to the Company w.e.f. 1st April, 2024. The Company has reviewed the new pronouncements and
based on its evaluation has determined that it doesn't have any significant impact in its financial statements.
Further, MCA notified Ind AS 117, a comprehensive standard that prescribe, recognition, measurement and
disclosure requirements, to avoid diversities in practice for accounting insurance contracts and it applies to
all companies i.e., to all "insurance contracts” regardless of the issuer. However, Ind AS 117 is not applicable
to the entities which are insurance companies registered with IRDAI. The Company has reviewed the new
pronouncements and based on its evaluation has determined that these amendments do not have a significant
impact on the Company's financial statements..
s) New and amended standards
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. MCA, via notification dated 7 May
2025, announced amendments to the Companies (Indian Accounting Standards) Rules, 2015. The effective
date for adoption of this amendment is annual periods beginning on or after 1 April 2025. These changes are
made under the Companies Act, 2013, in consultation with the National Financial Reporting Authority. These
amendments are not expected to have a material impact on the Company or future reporting periods and on
foreseeable future transactions
Amendment to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates- The key amendments
include definition of whether a currency is exchangeable, and the process by which an entity should assess
this exchangeability, provide guidance on estimation of spot exchange rate in cases where currency is not
exchangeable and additional disclosure requirements.
t) These standalone financial statements have been prepared in accordance with amended Schedule III to the
Companies Act, 2013.
Other accounting policy information
u) Foreign currency transactions
(i) Functional and presentation currency
The financial statements are presented in Indian rupee ('), which is Company's functional and presentation
currency. Functional Currency is the currency of a primary economic environment in which the Company
operates.
(ii) Initial recognition
Transactions in foreign currency are recorded at the exchange rate prevailing on the date of the transaction.
Exchange differences arising on foreign exchange transactions settled during the year are recognized in
the Statement of Profit and Loss for the year.
Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the Statement
of Profit and Loss, within finance costs.
(iii) Measurement of foreign currency items at the balance sheet date
Foreign currency monetary items of the Company are translated at the closing exchange rates. Non¬
monetary items that are measured at historical cost in a foreign currency, are translated at the exchange
rate prevailing on the date of the transaction. Non-monetary items that are measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value was determined.
The gain or loss arising on translation of non- monetary items measured at fair value is treated in line with
the recognition of the gain or loss on the change in the fair value of the item. Exchange differences arising
out of these transactions are recognised in the Statement of Profit and Loss.
(iv) Foreign operations
The result and financial position of foreign operations (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
• assets and liabilities are translated at the closing rate at the date of that balance sheet
• income and expenses are translated at average exchange rates (unless this is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated at the dates of the transactions), and
• all resulting exchange differences are recognised in other comprehensive income.
v) Rent
Rental income arising from operating leases on investment properties is accounted for on a straight line basis
over the lease term agreed with the respective tenant and included in operating revenue in the standalone
financial due to operating nature.
w) Maintenance income
Income arising from billing of maintenance charges to tenants/customers is recognised in the period in which
the services are being rendered. A receivable is recognised by the Company when the services are rendered as
this is the case of point in time recognition where consideration is unconditional because only the passage of
time is required. Further, the Company considers the terms of the contract and its customary business practices
to determine the transaction price.
x) Interest
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to
the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis,
by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net
carrying amount on initial recognition.
y) Forfeiture income
Forfeiture income is recognized on cancellation of unit by unitholder and when it is probable that the economic
benefits will flow to the Company and the amount of income can be measured reliably.
z) Dividend income
Dividend income from investments is recognized when the Company's right to receive payment has been
established (provided that it is probable that the economic benefits will flow to the Company and the amount of
income can be measured reliably).
aa) Profit /Loss from Partnership Firms / Limited Liability Partnerships (LLP)
Share of profit / loss from firms/ LLPs in which the entity is a partner is accounted for in the financial period
ending on (or before) the date of the balance sheet on the basis of financial statements and as per the terms of
the respective partnership deed.
Other income is recognized as and when due or received, whichever is earlier.
bb) Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and demand deposits with
an original maturity of three months or less and highly liquid investments that are readily convertible into known
amounts of cash and which are subject to an insignificant risk of changes in value.
For the purpose of statement of cash flows, cash and cash equivalents consist of cash and short-term deposits,
as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company's
cash management.
cc) 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
asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's
(CGU) fair value less costs of disposal and its value in use.
Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that
are largely independent of those from other assets or group of assets.
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 assessments of the time value of money and the risks specific to the
asset. In determining fair value less costs 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, quoted share prices for publicly traded companies or other available fair value indicators.
dd) Interest income from financial assets
Interest income from debt instruments is recognized using the effective interest rate method. The effective
interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial asset to the gross carrying amount of a financial asset. When calculating the effective interest rate, the
Company estimates the expected cash flows by considering all the contractual terms of the financial instrument
(for example, prepayment, extension, call and similar options) but does not consider the expected credit losses.
ee) Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is
a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net
basis or to realise the assets and settle the liabilities simultaneously.
ff) Intangible assets
Intangible assets are carried at cost less accumulated amortization and impairment losses, if any. The cost of an
intangible asset comprises of its purchase price, including any import duties and other taxes (other than those
subsequently recoverable from the taxing authorities), and any directly attributable expenditure on making the
asset ready for its intended use. Subsequent expenditure is capitalized only if it is probable that the future
economic benefits associated with the expenditure will flow to the Company.
Intangible assets under development (IUD) comprises of direct cost, related incidental expenses and attributable
borrowing cost, if any, on intangible assets which are not ready for their intended use. IUD usually pertain to
a product development project which has reached a defined milestone according to an established project
management model and its technological and economic feasibility is viable. Expenditure on research activities
is recognised in statement of profit and loss as incurred. Intangible assets under development are subject to
impairment testing at each reporting date and assessed for impairment and impairment loss, if any.
gg) Share-based payments
The Company operates equity-settled share based remuneration plans for its employees. All services received
in exchange for the grant of any share-based payment are measured at their fair values on the grant date and
is recognised as an employee expense, in the profit or loss with a corresponding increase in equity, over the
period that the employees become unconditionally entitled to the options. The increase in equity recognised
in connection with share-based payment transaction is presented as a separate component in equity under
"Employee stock options reserve”. The amount recognised as an expense is adjusted to reflect the actual
number of stock options that vest. Grant date is the date when the Company and employees have shared an
understanding of terms and conditions on the arrangement.
Where employees are rewarded using share based payments, the fair value of employees' services is determined
indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant
date and excludes the impact of non-market vesting conditions (for example profitability and sales growth). All
Ý
share-based remuneration is ultimately recognised as an expense in profit or loss. If vesting periods or other
vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate
of the number of share options expected to vest. Non-market vesting conditions are included in assumptions
about the number of options that are expected to become exercisable. Estimates are subsequently revised
if there is any indication that the number of share options expected to vest differs from previous estimates.
Any adjustment to cumulative share-based compensation resulting from a revision is recognised in the current
period. The number of vested options ultimately exercised by holder does not impact the expense recorded in
any period.
Market conditions are taken into account when estimating the fair value of the equity instruments granted. Upon
exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated
to share capital up to the nominal (or par) value of the shares issued with any excess being recorded as share
premium.
hh) Contributed equity
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all
of its liabilities. Equity instruments issued by a Company are recognized at the proceeds received, net of direct
issue costs.
ii) Dividend
The final dividend on shares is recorded as a liability on the date of approval by the shareholders. Interim
dividend is recognised as a liability on the date of declaration by the Company's Board of Directors.
jj) Earnings per share
Basic earnings per share is computed by dividing the profit/ (loss) for the year by the weighted average number
of equity shares outstanding during the year. The weighted average number of equity shares outstanding during
the year is adjusted for treasury shares, bonus issue, and bonus element in a rights issue to existing shareholders,
share split and reverse share split.
Diluted earnings per share is computed by dividing the profit/ (loss) for the year as adjusted for dividend, interest
and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity
shares, by the weighted average number of equity shares considered for deriving basic earnings per share and
the weighted average number of equity shares which could have been issued on the conversion of all dilutive
potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares
would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are
deemed to be converted as at the beginning of the period, unless they have been issued at a later date.
kk) Rounding of amounts
The financial statements and notes are presented in Indian Rupee (?) and all values are presented in (?) lakhs and
rounded off to the extent of 2 decimals, unless otherwise stated.
ll) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting, nature of the products /
process, organization structure as well as differential risks and returns, provided to the Board of Directors, which
constitute as chief operating decision maker ('CODM').
2.1 Use of estimates and judgements
The preparation of the standalone financial statements, in conformity with the recognition and measurement
principal of Ind AS, requires the management to make estimates and assumptions in the application of accounting
policies that affect the reported amounts of assets, liabilities, income, expenses and disclosures of contingent
assets and liabilities at the date of these standalone financial statements and the results of operation during the
reported period. Although these estimates are based upon management's best knowledge of current events
and actions, actual results could differ from these estimates which are recognized in the period in which they are
determined.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year, are described below. The Company based its assumptions and estimates on parameters
available when the 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
financial statements in the period in which changes are made and, if material, their effects are disclosed in the
notes to the financial statements.
i. Useful lives of property, plant and equipment and investment properties
Property, plant and equipment and investment property represent a significant proportion of the asset base
of the Company. The charge in respect of periodic depreciation is derived after determining an estimate
of an asset's expected useful life and the expected residual value at the end of its life. The useful lives and
residual values of Company's assets are determined by the management at the time the asset is acquired
and reviewed periodically, including at each reporting date.
ii. Classification of assets and liabilities into current and non-current
The management classifies the assets and liabilities into current and noncurrent categories based on
management's expectation of the timing of realization of the assets or timing of contractual settlement of
liabilities.
iii. Compensation liability in case of project under development
The management requires to make estimates of payments to be made in connection with the temporary
accommodation facilities provided to the tenants and corpus payments for acquiring land developments
rights in case of redevelopment projects.
iv. Impairment of financial and non- financial assets
In assessing impairment, management estimates the recoverable amounts of each asset (in case of non¬
financial assets) based on expected future cash flows and uses an estimated interest rate to discount them.
Estimation uncertainty relates to assumptions about future cash flows and the determination of a suitable
discount rate.
v. Fair value measurements of financial instruments
Management applies valuation techniques to determine the fair value of financial instruments (where active
market quotes are not available). This involves developing estimates and assumptions consistent with how
market participants would price the instrument. Management bases its assumptions on observable data as
far as possible but this is not always available. In that case, management uses the best information available.
Estimated fair values may vary from the actual prices that would be achieved in an arm's length transaction
at the reporting date.
vi. Revenue recognition
The Company recognizes revenue from sale of residential and commercial units (including other fee such
as club house charges etc.) and construction services over the time of completion of project where criteria
of Ind AS 115 are met. This requires the Company to estimate the efforts or costs expended to date as
a proportion of the total efforts or costs to be expended. Efforts or costs expended have been used to
measure progress towards completion as there is a direct relationship between input and productivity.
vii. Expected credit loss
The Company applies Expected Credit Losses ("ECL”) model for measurement and recognition of loss
allowance on the following: • Trade receivables and lease receivables. • Financial assets measured at
amortised cost (other than trade receivables and lease receivables). • Financial assets measured at fair value
through other comprehensive income (FVTOCI). In accordance with Ind AS 109 - Financial Instruments, the
Company applies ECL model for measurement and recognition of impairment loss on the trade receivables
or any contractual right to receive cash or another financial asset that result from transactions that are within
the scope of Ind AS 115 - Revenue from Contracts with Customers.
For this purpose, the Company follows 'simplified approach' for recognition of impairment loss allowance
on the trade receivable balances. The application of simplified approach does not require the Company to
track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each
reporting date, right from its initial recognition.
As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on
portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over
the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting
date, the historical observed default rates are updated and changes in the forward-looking estimates are
analysed.
In case of other assets, the Company determines if there has been a significant increase in credit risk of
the financial asset since initial recognition. If the credit risk of such assets has not increased significantly, an
amount equal to twelve months ECL is measured and recognised as loss allowance. However, if credit risk
has increased significantly, an amount equal to lifetime ECL is measured and recognised as loss allowance.
viii. Provisions, contingent liabilities, contingent assets and capital commitments
The Company exercises judgement in determining if a particular matter is possible, probable or remote.
The Company also exercises judgement in measuring and recognising provisions and the exposures
to contingent liabilities related to pending litigation or other outstanding claims subject to negotiated
settlement, mediation, government regulation, as well as other contingent liabilities. Judgement is necessary
in assessing the likelihood that a pending claim will succeed, or a liability will arise and to quantify the
possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process,
actual losses may be different from the originally estimated provision. Provisions are reviewed at each
balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the
outflow of resources would be required to settle the obligation, the provision is reversed.
ix. Share-based payments
Estimating fair value for share-based payment requires determination of the most appropriate valuation
model. The estimate also requires determination of the most appropriate inputs to the valuation model
including the expected life of the option, volatility and dividend yield and making assumptions about them.
x. Recognition of deferred tax assets
In assessing the realizability of deferred income tax assets, management considers whether some portion
or all the deferred income tax assets will not be realized. The ultimate realization of deferred income tax
assets is dependent upon the generation of future taxable income during the period in which the temporary
differences become deductible. Management considers the scheduled reversals of deferred income tax
liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based
on the level of historical taxable income and projections for future taxable income over the periods in
which the deferred income tax assets are deductible, management believes that the Company will realize
the benefits of those deductible differences. The amount of the deferred income tax assets considered
realizable, however, could be reduced in the near term if estimates of future taxable income during the
carry forward period are reduced.
xi. Defined benefit obligation
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, standard rate of inflation,
anticipation of 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.
xii. Accounting for revenue and land cost for projects executed through joint development arrangements
For projects executed through joint development arrangements (JDA), the revenue from the development
and transfer of constructed area/revenue sharing arrangement and the corresponding land/ development
rights received under JDA is measured at the fair value of the estimated consideration payable or
construction service rendered to the landowner. The fair value is estimated with reference to the terms of the
JDA (whether revenue share or area share) and the related cost that is allocated to discharge the obligation
of the Company under the JDA. Fair value of the construction is considered to be the representative fair
value of the revenue transaction and land so obtained. The management is of the view that the fair value
method and estimates are reflective of the current market condition.
Borrowing costs, pertaining to development of long term projects during active development, are
transferred to construction work in progress, as part of the cost of the projects till the time all the activities
necessary to prepare these projects for its intended use or sale are complete.
Fair value and valuation technique of investment property
The Company's investment properties consists of two class of assets i.e. commercial/ retail mall and residential
properties, which have been determined based on the nature, characteristics and risks of each property. The fair
values of the properties reflected are after accounting for any transfer/ sale/ disposal during the year.
The fair value of investment properties have been determined by external, independent registered property
valuers as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017, having appropriate
recognised professional qualification and recent experience in the location and category of the property being
valued in conjunction with valuer assessment services undertaken by approved valuer.
The Company obtains independent valuation for its investment property at least annually and fair value
measurements are categorized as Level 2 and 3 measurement for residential properties and commercial/ retail
mall respectively in the fair value hierarchy. The valuation has been taken considering values arrived using the
6.1 (a) During the year, the Company has subscribed 2,478,000 (31st March, 2024: 41,500) preference shares
of USD 1 each in its subsidiary Sunteck Lifestyle International Private Limited, Mauritius for an aggregate
amount of ' 2,111.98 lakhs (31st March, 2024: ' 34.20 lakhs).
(b) During the year, the Company has subscribed 681,200 (31st March, 2024: Nil) 8% optionally convertible
redeemable preference shares of USD 1 each issued at USD 10 in its subsidiary Sunteck Lifestyle International
Private Limited, Mauritius for an aggregate amount of ' 5,850.83 lakhs (31st March, 2024: Nil).
6.2 Piramal Sunteck Realty Private Limited (PSRPL), a joint venture company, has completed the buy back of Nil
(31st March, 2024 : 112,600) fully paid-up equity shares (of which 50% i.e. Nil (31st March, 2024 : 56,300) equity
shares was of Sunteck Realty Limited) having face value of ' 10 each at price of ' 1,110 per equity share on a
proportionate basis from its existing equity shareholders.
6.3 Mithra Buildcon LLP (''LLP”), wherein the Company held 99.50% stake/ interest as partner, has been converted
into private company limited by shares namely Mithra Buildcon Private Limited ("MBPL”), with effect from 9th May,
2024 and it continues to be subsidiary of the Company. Pursuant to such conversion, MBPL has issued 9,950
equity shares at face value of ' 10 each (representing 99.50% stake) to the Company towards the fixed capital of
' 1.00 lakhs.
6.4 On 27th February, 2024 Sundunes Real Estate Private Limited was incorporated, as a wholly owned subsidiary,
wherein the Company has subscribed 10,000 equity shares of face value of ' 10 per share each amounting to
' 1.00 lakh on 23rd April, 2024.
6.5 During the current year, the name has been changed from Sunteck YM Realty Private Limited to Promineo
Buildcon Private Limited with effect from 6th March, 2025.
Nature and purpose of other equity and reserves :
(a) Capital reserve on merger
During merger, the excess of net assets taken over the cost of consideration paid is treated as capital reserve on
account of merger. Capital reserve is usually not distributed as dividends to shareholders.
(b) Securities premium
Securities premium is used to record the premium on issue of financial securities such as equity shares, preference
shares, employee stock options plan/ employee stock option scheme etc. The reserve is utilised in accordance
with the provision of the Companies Act, 2013.
(c) Share based payment reserve
Share based payment reserve is used to recognise the fair value of options on the grant date, issued to employees
under employee stock option plan.
(d) General reserve
General reserves are created out of profits and kept aside for general purpose and financial strengthening of the
Company, they don't have any special purpose to fulfil and can be used for any purpose in future.
(e) Retained earnings
Retained earnings represents the cumulative profits of the Company, effects of measurements of defined
benefits obligations and on derecognition of equity instrument routed through OCI.
(f) Equity instrument through other comprehensive income
Equity instrument through other comprehensive income represents the investment is revalued at fair value at
each year end, with the gain or loss being taken through other comprehensive income.
37.1 I ncome Tax department officials conducted a survey under Section 133A of the Income Tax Act, 1961 at the
premises of the Company. The survey proceedings were concluded on 24th December, 2021. During the previous
year, the Company has received demand orders from the Income Tax Department for an amount of ' 7,573.13 lakhs
for AY 2019-20 to AY 2021-22 in case of Sunteck Realty Limited, ' 1,664.29 lakhs for AY 2018-19 to AY 2020-21 and
' 7,215.00 lakhs for AY 2017-18 to AY 2021-22 in case of erstwhile subsidiaries Skystar Buildcon Private Limited
and Starlight Systems (I) Private Limited respectively (Refer note 61). The Company has filed an appeal against such
orders which is still under process as at 31st March, 2025 and is confident that matter will be resolved in favour of the
Company. The impact of the same to the extent not provided for is shown under contingent liabilities.
(iv) The Company has received a legal notice from an individual in the earlier years seeking production of certain
documents in relation to a legal suit which involves one of the co-venturer. In view of management, the Company
have been unnecessarily made party to the legal suit and is not involved in any manner with respect to the
matters alleged in the legal suit. The Company through its legal counsel had responded to the legal notice
stating that suit against the Company be dismissed in limine.
(v) The Honourable Supreme Court, has passed a decision on 28th February, 2019 in relation to inclusion of certain
allowances within the scope of "Basic wages" for the purpose of determining contribution to provident fund
under the Employees' Provident Funds & Miscellaneous Provisions Act, 1952. The Company, based on legal
advice, is awaiting further clarifications in this matter in order to reasonably assess the impact on its financial
statements, if any. Accordingly, the applicability of the judgement to the Company, with respect to the period
and the nature of allowances to be covered, and resultant impact on the past provident fund liability, cannot be
reasonably ascertained, at present.
Note: It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above
pending resolution of the respective proceedings mentioned under i), ii), iii), iv) and v) above. The Company does not
expect any reimbursements in respect of the above contingent liabilities. Future cash outflows in respect of the above
are determinable only on receipt of judgments / decisions pending with various forums / authorities. The Company
does not expect any outflow of economic resources in respect of the above and therefore no provision is made in
respect thereof.
| 39 | Leases (Company as a lessor)
(a) Initial direct cost such as legal cost, brokerage cost etc. are amortised over the non-cancellable lease period.
(b) The Company's significant leasing arrangements are in respect of operating leases for commercial and residential
premises. Lease income from operating leases is recognised on a straight-line basis over a period of lease. The
total future minimum lease rentals receivable for non-cancellable operating leases as at balance sheet date are
as under :
ESOS scheme 2019
The Nomination and Remuneration Committee, in the current year, by way of resolution passed by circulation dated
04th October, 2024, granted 336,068 stock options to the eligible employees of the Company, its subsidiaries and
joint venture, under Sunteck Realty Limited Employees' Stock Option Scheme 2019 ("ESOS 2019").
The Nomination and Remuneration Committee, in the current year, in its meeting held on 20th January, 2025, granted
2,143 stock options to the eligible employees of the Company under Sunteck Realty Limited Employees' Stock
Option Scheme 2019 ("ESOS 2019").
ESOS scheme 2022
The shareholders of the Company in the Annual General Meeting held on 23rd September, 2022 had approved
'Sunteck Realty Limited Employees' Stock Option Scheme 2022' (ESOS 2022) to issue up to 1,400,000 equity shares
of the face value of ' 1 each of the Company to the employees of the Company and its subsidiary in terms of ESOS
2022 formulated and approved by the Board of Directors. As at 31st March, 2025, no grants have been made under
ESOS 2022.
(b) Compensated absences
The Compensated absences cover the Company's liability for sick and earned leave.
The liability is presented as current, since the Company does not have an unconditional right to defer settlement
for any of these obligations. The expense recognised during the year towards compensated absences is ' 185.09
lakhs (31st March, 2024: ' 52.59 lakhs)
(c) Defined contribution plans
Provident fund
The Company also has certain defined contribution plans. The contributions are made to provident fund in India
for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered
provident fund administered by the government. The obligation of the Company is limited to the amount
contributed and it has no further contractual nor any constructive obligation. Amount recognised as an expense
during the year towards defined contribution plan is ' 151.62 lakhs (31st March, 2024 : ' 147.12 lakhs).
(d) Post-employment obligations (Gratuity)
The Company provides gratuity a defined benefit retirement plan covering eligible employees of the Company
as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years or
more are eligible for gratuity. The gratuity plan is a non-funded plan.
Movement in present value of obligation and net assets
The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the
years are as follows:
Sensitivity analysis
Description of Risk Exposures
Valuations are performed on certain basic set of pre-determined assumptions which may vary over time. Thus, the
Company is exposed to various risks in providing the above benefit which are as follows:
Interest rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in
an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of liability.
Liquidity risk: This is the risk that the Company is not able to meet the short term benefit payouts. This may arise due
to non availability of enough cash/cash equivalent to meet the liabilities or holding of illiquid assets not being sold
in time.
Salary escalation risk: The present value of the above benefit plan is calculated with the assumption of salary increase
rate of plan participants in future. Deviation in the rate of increase in salary in future for plan participants from the
rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
Demographic risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The
Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Regulatory risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972
(as amended from time to time).
Asset-Liability Matching: The Company has purchased insurance policy, which is basically a year-on-year cash
accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year.
The insurance company, as part of the policy rules, makes payment of all gratuity outgoes happening during the
year (subject to sufficiency of funds under the policy). The policy. thus, mitigates the liquidity risk. However, being a
cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company
is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in a
increase in liability corresponding increase in the asset).
| 44 | Fair value measurements
(i) Fair value hierarchy
The fair values of the financial assets and liabilities are included at the amount that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participant at the measurement date.
This section explains the judgments and estimates made in determining the fair values of the financial instruments
that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values
are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in
determining fair value, the Company has classified its financial instruments into the three levels prescribed under
the accounting standard. An explanation of each level follows underneath the table.
Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed
equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments
(including bonds) which are traded in the stock exchanges are valued using the closing price as at the reporting
period.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds,
over-the counter derivatives) is determined using valuation techniques which maximise the use of observable
market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value
an instrument are observable, the instrument is included in level 2.
Valuation techniques
(i) The fair values of investment in equity instruments (quoted) is based on the bid price of respective
investment as at the reporting date.
ii) The fair values of investments in mutual fund units is based on the net asset value ('NAV') as stated by the
issuers of these mutual fund units in the published statements as at reporting date. NAV represents the
price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem
such units from the investors. The fair values of investment in equity instruments (quoted) is based on the
bid price of respective investment as at the reporting date.
iii) Fair value of non-current other financial assets, loans and other financial liabilities approximate their carrying
amounts due to the fact that it is estimated by discounting future cash flows using market rates of interest
as at reporting date.
iv) Fair value of long term borrowings approximate their carrying amounts due to the fact that long term
borrowings are availed at floating rates of interest which are based on market interest rates and in case of
fixed rate borrowings the interest rate is equal to the market interest rate as at reporting date.
| 45 | Financial risk management
The Company's activities expose it to market risk, liquidity risk and credit risk. In order to minimise any adverse effects
on the financial performance, the Company's risk management is carried out by a corporate treasury and corporate
finance department under policies approved by the board of directors and top management. The Company's treasury
identifies, evaluates and mitigates financial risks in close cooperation with the Company's operating units. The board
provides the guidance for the overall risk management, as well as policies covering specific areas.
This note explains the sources of risks which the entity is exposed to and how the entity manages the risk and the
related impact in the financial statement.
(A) Credit risk
Credit risk arises from the possibility that the counter party may not be able to settle their contractual terms
and obligations. To manage this, the Company periodically assess financial reliability of customers, taking into
account the financial condition, current economic trends, and analysis of historical bad debts and ageing of
accounts receivable. Individual risk limits are set accordingly.
The Company considers the probability of default upon initial recognition of asset and whether there has been a
significant increase in credit risk on an ongoing basis through out each reporting period. To assess whether there
is a significant increase in credit risk the Company compares the risk of default occurring on the asset as at the
reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive
forwarding-looking information such as:
i) Actual or expected significant adverse changes in business,
ii) Actual or expected significant changes in the operating results of the counterparty,
iii) Financial or economic conditions that are expected to cause a significant change to the counterparty's
ability to meet its obligations,
iv) Significant changes in the value of the collateral supporting the obligation or in the equity of the third-party
guarantees or credit enhancements.
Financial assets are written off when there is no reasonable expectations of recovery, such as a trade receivable
failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the
Company continues engage in enforcement activity to attempt to recover the receivable due. Where recoveries
are made, these are recognized in statement of profit and loss.
Credit risk is managed at Company level.
For other financial assets, the Company assesses and manages credit risk based on internal control and credit
management system. The finance function consists of a separate team who assess and maintain an internal credit
management system. Internal credit control and management is performed on a Company basis for each class
of financial instruments with different characteristics.
The Company considers whether there has been a significant increase in credit risk on an ongoing basis
throughout each reporting period. It considers available reasonable and supportive forward-looking information.
Macroeconomic information (such as regulatory changes, market interest rate or growth rates) are also considered
as part of the internal credit management system.
A default on a financial asset is when the counterparty fails to make payments as per contract. This definition
of default is determined by considering the business environment in which entity operates and other macro¬
economic factors.
The Company exposure to credit risk is influenced mainly by the individual characteristics of each customer.
However credit risk with regards to trade receivable is almost negligible in case of its residential and commercial
sale and rental business. The same is due to the fact that in case of its residential and commercial sale business
it does not handover possession till entire outstanding is received. Similarly in case of rental business, the
Company keep 3 to 12 months rental as deposit from the occupants (Refer notes 12.2 and 12.5).
Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and
financial institutions with high credit ratings assigned by international and domestic credit rating agencies.
For the credit risk on loans, the Company avoids the concentration of credit risk by spreading them over several
counterparties with good credit rating profile and sound financial position. The Company's exposure and credit
ratings of its counterparties are monitored on an ongoing basis. Based on historical experience and credit
profiles of counterparties, the Company does not expect any significant risk of default.
The carrying amounts of financial assets represent their maximum credit exposure.
(B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the
availability of funding to meet obligations when due. Due to the dynamic nature of the underlying businesses,
the Company's treasury maintains flexibility in funding by maintaining sufficient cash and bank balances available
to meet the working capital requirements. Management monitors rolling forecasts of the Company's liquidity
position (comprising the unused cash and bank balances along with liquid investments) on the basis of expected
cash flows. This is generally carried out at the Company level in accordance with practice and limits set by the
Company. These limits vary to take into account the liquidity of the market in which the Company operates.
(i) Maturities of financial liabilities
The tables below analyse the Companies financial liabilities into relevant maturity groupings based on their
contractual maturities for :
All non-derivative financial liabilities, and the amounts disclosed in the table are the contractual undiscounted
cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not
significant.
(ii) Foreign currency risk (unhedged)
The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency
transactions, primarily with respect to the USD. Foreign exchange risk arises from future commercial
transactions and recognised assets and liabilities denominated in a currency that is not the Company's
functional currency ('). The risk is measured through a forecast of highly probable foreign currency
cash flows. The Company does not cover foreign currency exposure with any derivative instruments.
The Company also imports certain materials which are denominated in USD which exposes it to foreign
currency risk. The Company evaluates exchange rate exposure arising from foreign currency transactions
and follows established risk management policies, including minimising cross currency transactions, using
natural hedge to minimise the impact to results of the exchange rate movements. The unhedged exposures
are maintained and kept to minimum feasible.
Proposed dividend
The Board of Directors have recommended a equity dividend of ' 1.50 per equity share of the face value
of ' 1 each to the shareholders for the financial year ended 31st March, 2025. The same is subject to the
approval of the shareholders of the Company at the Annual General Meeting and therefore not recognised
as liability as at the Balance Sheet date.
(c) Interim dividend received
During the year, the Company has received dividend income from its subsidiaries company aggregating
Nil (31st March, 2024: ' 47.99 lakhs).
(iv) The significant payment terms:
Construction-linked plans (CLP):
Under this plan, the unit holder can book a unit by paying a booking amount. Further, the balance amount is
required to be paid as per the construction milestones as mentioned in the agreement.
Subvention scheme:
Under this scheme, the unit holder can book a unit by paying an agreed initial amount and balance amount
is funded by the bank/ financial institution (FI) based on the construction linked payment schedule as per the
agreed terms between the Company, the unit holder and the bank/ FI. Related finance cost for the agreed
period is included in the contract price.
# The above activities fall within the range of activities which can be undertaken by the Companies as a part of their
CSR initiatives specified in Schedule VII to the Companies Act, 2013.
Reason for shortfall during the year ended 31st March, 2024: The Company believes that CSR should be in the
field which has substantial social impact and which co-relate with the philosophy of the Company to improve the
quality of life. It is the Company's continuous endeavour to increase its CSR impact and spend over the coming years,
supplemented by its continued focus towards sustainable development and responsible infrastructure. The Company
has made efforts to spend the unspent amount on the ongoing projects identified by the Board as prescribed under
the relevant provisions of the Act and the Rules made thereunder. This unspent amount has been already transferred
to the dedicated Unspent CSR account, which has been spent on ongoing projects this year.
Note:
i) There are no related party transactions in relation to CSR Expenditure as at and for the years ended 31st March,
2025 and 31st March, 2024.
ii) The Company had incurred CSR expenditure in excess of the statutory requirement during the year amounting
to ' 234.84 lakhs. The Board of Directors has approved adjustment of the excess amount against CSR obligation
for the current and subsequent years, in accordance with Rule 7(3) of the Companies (CSR Policy) Rules, 2014.
The excess expenditure, though charged to the Statement of Profit and Loss in the year of incurrence, is available
for set-off and has been considered accordingly.
II. 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
(ii) The Company does not have any Benami property, where any proceeding has been initiated or pending against
the Company for holding any Benami property.
(iii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or
government or any government authority.
(iv) The Company has complied with the number of layers as prescribed under section 2(87) of the Companies Act,
2013.
(v) The Company does not have any such transaction which is not recorded in the books of accounts that has been
surrendered or discharged as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.)
(vi) The Company has not traded or invested in crypto currency or virtual currency during the years ended 31st
March, 2025 and 31st March, 2024.
(vii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies
beyond the statutory period.
(viii) There are no transactions or outstanding balances with struck off companies as at and for the years ended 31st
March, 2025 and 31st March, 2024.
(ix) The Company has entered into scheme of arrangement during the current year and the effect of the arrangement
is in accordance with the scheme. (Refer note 61)
(x) The Company is not required to submit quarterly statements carrying financial information to the banks and
financial institution for such nature of facility obtained by the Company for the years ended 31st March, 2025 and
31st March, 2024.
| 56 | Segment reporting
a) Business segment
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker.
The Company's Chairman and Managing director (CMD) is identified as the Chief Operating Decision Maker
(CODM) as defined by Ind AS 108, Operating Segments. The CODM evaluates the Company's performance and
allocates resources based on an analysis of various performance indicators, however, the Company is primarily
engaged in only one segment viz., 'Real Estate/Real Estate Development and Related Activities' and that most
of the operations are in India. Hence, the Company does not have any other reportable Segments as per Indian
Accounting Standard 108 "Operating Segments”.
b) Entity wide disclosures
For the year ended 31st March, 2025 one (1) [31st March, 2024: one (1)] customer individually accounted for more
than 10% of the total revenue of the Company.
Other non-current financial assets as at 31st March, 2025 include ' 1,402.73 lakhs, representing amount receivable
from Kanaka and Associates, a partnership firm ('Firm') in which the Company was associated as a partner till
6th October, 2020, which is presently under dispute with respect to alleged illegal sale of the firm's assets by the
other partner. The Company had received arbitration award dated 4th May, 2018 in its favour in respect of this matter
which has been further challenged by the other partner in the Hon'ble Bombay High Court, which has neither been
admitted as yet nor any stay granted against the award. Basis the status of the case, favourable arbitration award
and legal opinion, Management is confident of recovering the aforesaid dues and therefore, no provision has been
considered necessary at this stage. Further, considering the dispute, the Company has not accounted for its share
of profits or losses for the period from 1st April, 2015 till 6th October, 2020, as the financial statements from the
partnership firm are not available. Since there were no operations in the partnership firm since 2015, Management
does not expect the impact of such share of profits or losses, not accounted, to be material.
| 58 |
As the Company is engaged in providing infrastructural facilities as specified in Schedule VI to the Act, provisions of
section 186 except sub-section (1) of the Act are not applicable to the Company.
| 59 |
Non-current investments as at 31st March, 2025 include ' 34,094.79 lakhs representing investment in its wholly owned
subsidiary, Sunteck Lifestyle International Private Limited (SLIPL), which had further acquired 50% share in joint venture
company, GGICO Sunteck Limited (GGICO), through its wholly owned subsidiary, Sunteck Lifestyles Limited (SLL), for
development of real-estate project in Dubai, which was delayed due to some disputes. Further, the Company's other
non-current financial assets include receivable from SLL amounting to ' 608.51 lakhs.
Both Joint Venture Partners arrived at an amicable settlement with respect to ongoing disputes and entered into a
framework agreement on 26th March, 2024. Pursuant to the said framework agreement both the joint venture partners
have incorporated a Development Company, Sunteck MAS Real Estate Development LLC, and have entered into
a joint development and license agreement (JDLA) dated 13th August, 2024 and initiated the withdrawal of legal
proceedings which is pending before a relevant authority. Further, SLL has received an order dated 17th December,
2024 from one of the authorities i.e. Dubai International Financial Centre Court acknowledging the settlement
between parties and withdrawal of the proceedings. Considering estimated future business results and cashflow
once the project resumes, Management believes that the realisable amount of investment in subsidiaries is higher
than the carrying value of the non-current investments and other non-current financial assets.
| 60 |
On 3rd March, 2025 and 7th March, 2025, Eximius Buildcon Private Limited and Astrica Realtors Private Limited were
incorporated, as wholly owned subsidiaries, wherein the Company has subscribed 10,000 equity share of face value
of ' 10 per share amounting to ' 1.00 lakh each on 22th April, 2025.
| 61 |
i) The Board of Directors of the Company had approved scheme of amalgamation of Starlight Systems (I) Private
Limited (previously known as Starlight System (I) LLP) (SSIPL) ("Transferor Company”) with the Company (the
"Transferee Company”) in its meeting held on 10th November, 2022 with the appointed date of the scheme
being 29th April, 2022. The Scheme of amalgamation has been approved by the Hon'ble National Company Law
Tribunal (NCLT) vide order dated 29th July, 2024. The certified copy of the Order has been filed with Registrar of
Companies, Mumbai on 2nd August, 2024, on which the Scheme became effective. Accordingly, the Company
has accounted for the business combination transaction using the Pooling of interest method in accordance
with the approved scheme which is in line with Appendix C of Ind AS 103, Business Combinations of Entities
under Common Control. Pursuant to above, the comparative financial information presented in the standalone
financial statements of the Company in respect of the prior periods have been restated as if the aforesaid
business combination had occurred from the beginning of the preceding period, irrespective of the actual date
of the combination.
ii) The Board of Directors of the Company had approved scheme of amalgamation of Satguru Infocorp Services
Private Limited (SISPL) and Starlight Systems Private Limited (SSPL) ("Transferor Companies”) with the Company
(the "Transferee Company”) in its meeting held on 30th May, 2024 with the appointed date of the scheme
being 14th December, 2023. The Scheme of amalgamation has been approved by the NCLT vide order dated
27th February, 2025. The NCLT order received has erroneously stated the appointed date as 14th December, 2024
instead of 14th December, 2023 (appointed date as stated in the Scheme), accordingly the Company has filed
a rectification application on 8th March, 2025 seeking rectification of the clerical error in appointed date stated
in the Order which is pending before NCLT. The certified copy of the Order dated 27th February, 2025 has been
filed with Registrar of Companies, Mumbai on 25th April, 2025, on which the Scheme became effective. The
management has obtained a legal opinion confirming the clerical error/mistake in NCLT order and the validity of
14th December, 2023 to be the appointed date and 25th April, 2025 to be the effective date as per the Scheme of
amalgamation although the rectification order is currently pending before NCLT. Accordingly, the Company has
accounted for the aforesaid transaction in accordance with the accounting treatment approved in the scheme of
amalgamation with effect from appointed date being 14th December, 2023. Pursuant to above, the comparative
financial information presented in the standalone financial statements of the Company in respect of the prior
periods have been restated to reflect the aforesaid amalgamation with effect from the appointed date, being
14th December, 2023. The difference between the carrying value of assets, liabilities and reserves pertaining
to the Transferor Companies, as appearing in the consolidated financial statements, and the carrying value of
investment in the equity shares of the Transferor Companies in the books of accounts of the Transferee Company
amounting to ' 4,938.75 lakhs was credited to capital reserve on merger.
The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to
Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021
requiring companies, which uses accounting software for maintaining its books of account, shall use only such
accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log
of each change made in the books of account along with the date when such changes were made and ensuring
that the audit trail cannot be disabled and the audit trail has been preserved by the Company as per the statutory
requirements for record retention.
The Company uses an accounting software for maintaining its books of account which has a feature of recording
audit trail and the same has operated throughout the year for all relevant transactions recorded in the accounting
software, except that audit trail feature was not enabled at the database level to log any direct data changes for the
said accounting software.
Further, the audit trail feature of another accounting software did not capture the details of what data was changed
while recording audit trail at application level. Also, the audit trail feature was not enabled at the database level for
such accounting software to log any direct data changes, used for maintenance of accounting records.
Furthermore, the audit trail, where enabled, has been preserved by the Company as per the statutory requirements
for record retention.
These are the notes referred to in our audit report of even date.
For and on behalf of the Board of Directors
For Walker Chandiok & Co LLP Kamal Khetan Chaitanya Dalal Mukesh Jain Vaddarse Shetty
Chartered Accountants Chairman and Managing Director Director Director Director
Firm Registration No. 001076N/N500013 DIN: 00017527 DIN: 00185847 DIN: 01316027 DIN: 00021773
Place: Dubai Place: Mumbai Place: Mumbai Place: Mumbai
Rakesh R. Agarwal Sandhya Malhotra Prashant Chaubey Rachana Hingarajia
Partner Director Chief Financial Officer Director and Company Secretary
Membership No. 109632 DIN: 06450511 Place: Mumbai DIN: 07145358
Place: Thane Place: Amsterdam
Place: Mumbai
Date: 2nd May, 2025 Date: 2nd May, 2025
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