XIII Provision, Contingent Liabilities and Contingent Assets:

A provision is recognized if as a result of a past event the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are not recognised but disclosed in the Financial Statements when economic inflow is probable.

XIV Earnings per share

i Basic earnings per share: Basic earnings per share is calculated by dividing:

1 the profit attributable to owners of the Company

2 by the weighted average numberof equity shares outstanding during the financial year, adjusted forbonuselements in equity shares issued during the year.

ii Diluted earnings per share: Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

1 the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

2 the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

XV Recent accounting pronouncements

The Ministry of Corporate Affairs (“MCA”) has notified new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31,2023, has issued the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, which are as below:

Ind AS 1 - Presentation of Financial Statements

The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements.

Ind AS 12 - Income Taxes

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments has narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company does not expect this amendment to have any significant impact in its financial statements.

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.

15.1 Short term borrowings amounting to Rs. 1,69,663.73 Lakhs carry the interest rate ranging from 0.01 % to 17%.

15.2 Borrowings from Banks/Financial Institutions as referred above are secured as under:

i Term loan from Union Bank of Rs. 564.14 Lakhs is secured by first charge on mortgage of immovable properties held by other body corporates along with corporate guarantee given by the same companies. The above loan is secured by Personal Guarantee of one director of the Company.

ii Term loan of Rs. 37,058.95 Lakhs assigned by Yes Bank Limited to J C Flowers ARC is secured by :

- During the year, the loan of Yes Bank has been transferred by the Bank to to J C Flower Assets Reconstruction Pvt. Ltd.

- Exclusive charge on immovable property of other body corporates.

- Pledge of 55,75,000 shares of the Company held by others.

- Pledge of 10,64,00,000 shares of the Company and NDU on 1,77,56,500 shares of Urban Infrastructure Holding Pvt. Ltd. held by the Company.

- Pledge of 1,03,78,000 Shares of the Company held by the Promoters of the Company.

- Corporate Guarantee given by subsidiary and other body corporates.

- Personal Guarantee given by two directors of the Company

- UDC by the Company, Personal Guarantors & Corporate Guarantors

- This liability of Yes Bank has been disputed on account of various reasons including non-fulfilment of commitment by the Lender

- Company has not booked any interest in the quarter ended March 23 on this disputed liability on account of above mentioned dispute.

iii Term loan of Rs. 3,336.99 Lakhs from IDBI Bank is secured by:

- First mortgage and charge on all immoveable & moveable properties of the Company (related to erstwhile Horizon Infrastructure Ltd), both present and future project.

- Exclusive charge on immovable property of other Body Corporates.

- Pledge of 68,80,657 shares of the Company held by others.

- Personal guarantee given by two Directors of the Company.

- PDC & Demand Promissory Note by the Company

iv Rs. 24,870.00 Lakhs from IL&FS Financial Services Ltd.(IFIN) is secured by:

- pledge of 2,62,11,397 shares of the Company held by the promoter.

- 2nd charge over land mortgaged with Union Bank of India is held by other body corporates along with corporate guarantee given by the same companies.

- mortgage of immovable properties held by other body corporates (These securities are held Pari-Paasu with loans availed by Gujarat-Dwarka Port west Ltd & SKIL- Himachal Infrastructure & Tourism Ltd. from I FIN.

- Personal Guarantee given by one director of the Company.

- ECS Mandate and Demand Promissory Note by the Company

This liability of I FIN has been disputed on account of various reasons.

On account of on-going dispute with IL&FS and considering the facts, the circumstances, the documents and particular nature of the transactions, the Company has not booked any interest on amount of Rs. 24,870 Lakhs shown as received from I FIN. The matter is under litigation and pending with appropriate judicial forum.

v 0.01 % RNCB of Rs. 16,619.80 Lakhs and Rs. 77,333.40 Lakhs are secured by

- Pledge on first and exclusive charge basis on the Company's 13,500 equity shares of Rosoboronservice (India) Limited; 14,64,08,090 equity shares of Mumbai SEZ Limited;

- Pledge on Subservient/Residual Charge basis on the Company’s 12,41,56,500 equity shares of Urban Infrastructure Holdings Private Limited and 16,69,565 equity shares of Everonn Education Limited.

- Way of hypothecation (on Subservient/Residual Charge basis) on all the Company assets such as land, tangible assets (including all current, fixed and moveable assets) and all receivables, cash and bank balances

vi Loan from Religare Finvest Ltd. for Rs. 78.43 Lakhs is secured by way of equitable mortgage of land owned by other Body Corporate. This loan is under dispute/arbitration.

vii Rs. 9,802.00 lakhs received from Reliance Commercial Finance Ltd. is secured by pledge of 94,41,726 shares of the company held by others and Demand Promissory Note of the Company. An amount of Rs. 9,802 lakhs shown as received from Reliance Commercial Finance Ltd., a part of ADAG Group Company, promoted, owned and controlled by Shri Anil Dhirubhai Ambani, are not payable till such time a sum of Rs.50,653.15 lakhs shown as receivable/recoverable under the head “Other Advances”, from ADAG Group Companies, promoted, owned and controlled by Shri Anil Dhirubhai Ambani are received and the obligations in accordance with the Purchase Agreement dated 4th March, 2015 signed between the Company, SKIL Shipyard Holdings Pvt. Ltd. & others with the ADAG Group Companies, promoted, owned and controlled by Shri Anil Dhirubhai Ambani, viz, Reliance Infrastructure Limited and Reliance Defence Systems Pvt. Ltd. are fulfilled by ADAG Group Companies. Its a part of composite transaction emanating from and in connection with the sale of Pipavav Defence project to ADAG Group in accordance with the said Purchase Agreement and also based on the facts, circumstances and documents available on record. In view of above, the Company do not acknowledge or accept the liability of Reliance Commercial Finance Ltd. Reliance Commercial Finance Limited has filed an appeal before Hon’ble National Company LawAppealate Tribunal (NCLAT), Delhi against the dismissal of their petition filed against the company before the Hon’ble National Company Law Tribunal (“NCLT”), Mumbai.

viii Based on certain development, the Company is evaluating the possibility of exploring legal remedy in the matter of Amluckie Investment Co. Limited.

15.3 During the year, the Company is not declared willful defaulter by any bank, financial institution or any other lender.

15.4The ComDanv has not taken anv new term loan durina the vear.

24.2The Company has filed a suit in the Commercial Court, Ahmedabad against the lenders of Reliance Naval & Engineering Limited (RNEL) for illegally/unlawfully enforcing/invoking the securities furnished by the Company including the Corporate Guarantee. These securities were created in favour of the lenders of RNEL when the Company was promoter of RNEL. The Company ceased to be the promoter of RNEL and its Subsidiaries since January 2016. As the matter is sub-judice, no accounting effect has been given in the Financial Statements for Corporate Guarantees invoked of Rs. 12,87,028.00 Lakhs. RNEL Lenders have also filed recovery proceedings against the Company on account of corporate guarantee and the same is also challenged by the Company. The Company has filed claims against the Promoters of RNEL and also RNEL on account of claims arising out of indemnity provided by them under the Purchase Agreement dated 4th March, 2015.

Note 25

Fair Value Measurements

The fair value of the financial assets and liabilities are included at the amount that would be received on sale of asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements 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 and indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribe 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 that have quoted price and financial instruments like Mutual Funds for which NAV is published by the Mutual Fund Operator. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period and Mutual Fund are valued using the Closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value and instruments are observable, the instrument is included in level 2. Instruments in the level 2 category for the company include forward exchange contract derivatives.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level. Instruments in level 3 category for the Company include unquoted equity shares and FCCDs, unquoted units of mutual funds and unquoted units of venture capital funds.

Financial Risk Management Objective and Policies

The Company’s principal financial liabilities comprise loans & borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and projects under implementation. The Company’s principal financial assets include Investment, loans and advances, trade and other receivables and cash and bank balances that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. 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.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial assets will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial Assets affected by market risk include loans and borrowings, deposits and derivative financial instruments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

Trade receivables <^Rs' ^{in Lakhs}>

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each reporting date on an individual basis for major clients.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved authorities. Credit limits of all authorities are reviewed by the Management on regular basis.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of Bank Overdrafts, Letter of Credit and Working Capital Limits.

Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short term borrowings.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

Note 28

Segment Reporting

Segment information as per Ind AS -108 on Operating Segment:

The risk - return profile of the Company’s business is determined predominantly by the nature of its products. The Company is engaged in the business of Infrastructure development. Further based on the organisational structure and internal management reporting system, there are no separate reportable segments.

Gujarat Dwarka Portwest Limited, Chiplun FTWZ Pvt Ltd. and SKIL Singapore Pte. Ltd. have ceased to be the subsidiaries on account of the Company’s Investment (in the said subsidiaries) in the form of their equity shares invoked by a lender. The Company has now reversed/written back the Provision for impairment made on the said Investment and advances made to subsidiaries earlier and has shown this reversal/writing back under the head “Exceptional Income”.

Note 32

During the year a lender has invoked various securities pledged with the lender. Difference between Book Value and value realised is shown as under the head “Exceptional Income”

Note 33

During the year, Company has written off its Investment/ advances in Everonn Education Limited and Rosobornservic India Limited as these companies are in the process of Dissolution. Since, the investments/advance in these companies were fully impaired, there is no financial impact of the same in the current year.

Note 34

With regards to the Company’s going concern status, the Company expects to generate cash flow thorugh divestment/monetizaition of its assets and recovery of its claims. The Company is also pursuing setlement of its dues/borrowings with its lenders. The Company belives that all these efforts will help in meeting its legitimate liabilites. As such, the Company continues to be a going concern and accordingly the financial statement has been prepared on that basis.

Note 35

The Company along with other past promoters of RNEL have filed Claim of approximately over Rs. 10,500 crore against Reliance Group viz. Reliance Defence Systems Pvt. Ltd. (“RDSPL”) and Reliance Infrastructure Limited (“R-Infra) the current promoters of RNEL on account of claims arising out of indemnity provided by them under the Purchase Agreement dated 4th March, 2015.

The Current promoters of Reliance Naval and Engineering Limited (“RNEL") viz. Reliance Defence Systems Private Limited and Reliance Infrastructure Limited have filed claim of Rs. 5440.38 crores on account of issues arising out of the Purchase Agreement dated 4th March, 2015. The Company has denied the said claim and is defending the same appropriately.

Explanation for variance more than 25%: Lower expenses and decrease in loss during the current year as compare to previous year.

Note 37

Additional Regulatory Information

1 There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of Account. Further the Company does not have any unrecorded income and assets related to previous years which are required to recorded during the year

2 During the year, the Company has not entered, with any scheme of arrangements in terms of section 230 to 237 of the Companies Act, 2013.

3 The Company has complied with the provision of section 2(87) of the Companies Act, 2013 read with the Companies (Restrictions on number of layers) Rules, 2017.

4 No Fund have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any person or entity, including foreign entities (Intermediaries’) with the understanding, whether recorded in writing or otherwise, that the intermediary shall land or invest in party indentified by or on behalf of the Company (‘ultimate beneficiaries’). The Company has not received any funds from the any party with the understanding that the Company shall whether, directly or indirectly lend or invest in other person or entities identified by or on behalf of the Company (‘ultimate beneficiaries’) or provide any guarantee, security orthe like on behalf of the ultimate beneficiaries.

5 The Code on Social Security, 2020 relating to employee benefits during employment and post- employment benefits has received presidential assent. However the effective date of the code and final rules are yet to be notified. The Company will assess the impact once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective.

6 The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

Note 38

Previous year’s figures have been regrouped/rearranged/reclassified wherever necessary.

AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

For GPS & Associates Nikhil Gandhi

Chartered Accountants Chairman

Firm Reg. No. 121344W DIN : 00030560

Shripad Chauhan Shekhar Gandhi

Partner CFO

Membership No. 600372

Date: May 25, 2023 Nilesh Mehta

Place: Mumbai Company Secretary