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Kalpataru Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 7489.09 Cr. P/BV 1.88 Book Value (Rs.) 193.16
52 Week High/Low (Rs.) 457/325 FV/ML 10/1 P/E(X) 346.71
Bookclosure EPS (Rs.) 1.05 Div Yield (%) 0.00
Year End :2025-03 

(s) Provisions, contingent liabilities and
contingent assets

i) Provisions are recognised when the Company
has a present legal or constructive obligation
as a result of past events, it is probable that
an outflow of resources will be required to
settle the obligation and the amount can
be reliably estimated. Provisions are not
recognised for future operating losses.
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.

Provisions (excluding retirement benefits) are
discounted using 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 recognised as interest
expense.

ii) A contingent liability is a possible obligation
that arises from past events whose existence
will be confirmed by the occurrence or non¬
occurrence of one or more uncertain future
events beyond the control of the company.
The Company does not recognize a contingent
liability but discloses its existence in the
financial statements.

iii) Contingent assets are not recognized, but
disclosed in the financial statements where an
inflow of economic benefit is probable.

(t) Business combinations

i) The Company accounts for each business
combination (other than common control
transactions) by applying the acquisition
method. The Acquisition date is the date on
which control is transferred to the acquirer.
Judgement is applied in determining the
acquisition date and determining whether
control is transferred from one party to
another.

ii) The Company measures goodwill as of the
applicable acquisition date at the fair value of
the consideration transferred, including the
recognised amount of any non-controlling
interest in the acquire, less the net recognised
amount (measured at fair value) of the
identifiable assets acquired and liabilities
(including contingent liabilities in case such
a liability represents a present obligation and
arises from a past event, and its fair value
can be measured reliably) assumed. When
the fair value of the net identifiable assets
acquired and liabilities assumed exceeds the
consideration transferred, a bargain purchase
gain is recognised as capital reserve.

iii) Consideration transferred includes the fair
values of the assets transferred, liabilities
incurred by the Company to the previous
owners of the acquire, and equity interests
issued by the Company. Consideration
transferred also includes the fair value of
any contingent consideration. Consideration
transferred does not include amounts related
to settlement of pre-existing relationships.

iv) Transactions costs that the company incurs in
connection with a business combination are
expensed as incurred.

v) Common control transactions are accounted
for based on pooling of interest method where
the assets and liabilities of the acquire are
recorded at their existing values, the identity
of reserves of the acquire is preserved and
the difference between consideration and the
face value of the Share capital of the acquire is
transferred to the capital reserve.

3 Significant accounting judgements,
estimates and assumptions

The preparation of the Company's financial statements
in conformity with Ind AS requires management to make
judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures, and
the disclosure of contingent liabilities. Estimates and
judgements are continuously evaluated and are based
on historical experience and other factors, including
expectations of future events that are believed to be
reasonable. Uncertainty about these assumptions
and estimates could result in outcomes that require a
material adjustment to the carrying amount of assets
or liabilities affected in future periods. Revisions to
accounting estimates are recognised in the period in
which the estimate is revised.

a) Classification of property

The Company determines whether a property is
classified as investment property or inventory:

Investment property comprises land and buildings
(principally commercial premises and retail
property) that are not occupied substantially for
use by, or in the operations of, the Company, nor
for sale in the ordinary course of business, but are
held primarily to earn rental income and capital
appreciation. These buildings are substantially
rented to tenants and not intended to be sold in the
ordinary course of business.

Inventory comprises property that is held for sale
in the ordinary course of business. Principally, the
Company develops and intends to sell before or on
completion of construction."

b) Fair value measurement of financial instruments

When the fair values of financial assets and
financial liabilities recorded in the balance sheet

cannot be measured based on quoted prices in
active markets, their fair value is measured using
appropriate valuation techniques. The inputs to
these models are taken from observable markets
where possible, but where this is not feasible, a
degree of judgement is required in establishing
fair values. Judgements include considerations of
inputs such as liquidity risk, credit risk and volatility.
Changes in assumptions about these factors
could affect the reported fair value of financial
instruments.

c) Evaluation of percentage completion

Determination of revenues under the percentage
of completion method necessarily involves making
estimates, some of which are of a technical nature,
concerning, where relevant, the percentages of
completion, costs to completion, the expected
revenues from the project or activity and the
foreseeable losses to completion. Estimates of
project income, as well as projects costs, are
reviewed periodically. The effect of changes, if any, to
estimates is recognised in the financial statements
for the period in which such are determined.

d) Taxes

The Company periodically assesses its liabilities
and contingencies related to income taxes for all
years open to scrutiny based on latest information
available. For matters where it is probable that an
adjustment will be made, the Company records its
best estimates of the tax liability in the current tax
provision. The Management believes that they have
adequately provided for the probable outcome of
these matters.

Deferred tax assets are recognised for unused tax
losses to the extent that it is probable that taxable
profit will be available against which the losses can
be utilised. Significant management judgement is
required to determine the amount of deferred tax
assets that can be recognised, based upon the likely
timing and the level of future taxable profits.

e) Recognition and measurement of defined benefit
obligations

The obligation arising from defined benefit plan is
determined on the basis of actuarial assumptions.
Key actuarial assumptions include discount rate,
trends in salary escalation and attrition rate.
The discount rate is determined by reference to
market yields at the end of the reporting period on
government securities.

3a Recent Accounting Pronouncements

Ministry of Corporate Affairs ("MCA") notifies new
standard or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time. for the year ended March
31, 2025, MCA has not notified any new standard or
amendments to the existing standards applicable to the
Company.

B. Disclosures relating to investment property are as under:

i) Fair value disclosure of Company's investment property

The Company's investment property includes commercial properties namely "Kalpataru Inspire” situated at Santacruz,
Mumbai, "Kalpataru Synergy" situated at Santacruz, Mumbai, and "Kalpataru Infinia" situated at Wakdewadi, Shivajinagar,
Pune. The fair value of Kalpataru Inspire, Kalpataru Synergy & Kalpataru Infinia as at 31 March 2025 and 31 March
2024 have been arrived at on the respective dates based on Independent Valuer's Reports by Meraki Consultants LLP.
Meraki Consultants LLP is registered with the authority which governs the valuers in India and they have appropriate
qualifications and experience in the valuation of properties in the relevant locations. The fair values were determined
using the capitalisation rate method based on recent market prices without any significant adjustments being made to the
market observable data.

Nature of securities and terms of repayments for non-current borrowings

a) Loan from banks/ financial institution

(i) Nil (' 42,184 lakhs) is secured by mortgage of land and building situated at Santacruz, Mumbai and at Pune (along
with underlying receivables) developed by the Company and personal guarantee of director of the Company. The loan
carries interest @ 0.35% p.a. above lender's benchmark rate and is repayable in one hundred and seventy four monthly
instalments ending in the financial year 2035-2036. However the company has pre-paid the entire loan in January
2025.

(ii) ' 1,14,615 lakhs (' 1,39,162 lakhs) is secured by way of mortgage of the land and Buildings at Thane (part), Mumbai,
Panvel, Lonavala, Pune, Mahabaleshwar and Nagpur together with structures thereon, present and future and
receivables arising therefrom; receivables arising from Infrastructure and Development on land at Thane; personal
guarantee given by the Director of the company and corporate guarantee by other related parties. The loan carries
interest 0 one month bank MCLR plus spread of 30 basis point and repayable till financial year 2031-2032.

(iii) ' 28,091 lakhs (' 31,781 lakhs) is secured by way of hypothecation of license and other fees receivables from various
licensees; mortgage of land and building at Thane (part), Mumbai, Panvel, Lonavala, Pune, Mahabaleshwar and
Nagpur together with structures thereon, present and future and receivables arising therefrom; receivables arising
from Infrastructure and Development on land at Thane; personal guarantee given by the Director of the company and
corporate guarantee by other related parties. The loan carries interest @ RBI Repo rate plus spread of 200 basis point
and repayable till financial year 2032-2033.

iv) Pursuant to Master Restructuring Agreement dated 27 June 2023 w.e.f. 1 April 2023, the repayment of the above loans
(note a (ii) & (iii)) have been rescheduled with extended time period for repayment (upto FY 2032-33). Further, the
interest rate on the aforesaid facilities have been reduced to one month bank MCLR plus spread of 30 basis point. In
addition, the company has also agreed to create charge over residual cash flows of certain identified project owned by
the company and its group companies post the repayment of the credit facilities availed/to be availed with respect to
these identified assets.

Consequent to aforesaid restructuring, the lender financial institution had followed the regulatory requirements in
accordance with the directives of the Reserve Bank of India. Based on future business plans and cash flow estimates,
the management of company is confident of meeting its obligations under the restructuring plan as they fall due.

(v) 42,070 (' Nil lakhs) is secured by mortgage of land and building situated at Santacruz, Mumbai (along with underlying
receivables) developed by the Company and personal guarantee of director of the Company. The loan carries interest
@ 10.70% p.a. below lender's benchmark rate and is repayable in one hundred and eighty monthly instalments ending
in the financial year 2039-2040.

(vi) 4,379 (' Nil lakhs) is secured by mortgage of land and building situated at Pune (along with underlying receivables)
developed by the Company. The loan carries interest @ 8.00% p.a. below lender's benchmark rate and is repayable in
one hundred and thirty two monthly instalments ending in the financial year 2035-2036.

(vii) Vehicle loans of ' 70 lakhs (' 92 lakhs) from banks are secured against hypothecation of vehicles. The loans carry
weighted average interest rate not exceeding @ 9.68% p.a. calculated as on the balance sheet date and are repayable
in monthly instalments ending in financial year 2027-2028.

(b ) The company has outstanding unrated, unlisted non convertible debentures ("NCD") of '19,484 lakhs (' 17,033 lakhs) [150
NCD 0 54.67 Lakhs and 68 NCD @ 100 lakhs Each] (150 NCD @ 54.67 Lakhs and 68 NCD @ 100 lakhs Each). These NCDsare
secured by way of mortgage of part of land and Projects at Mumbai, Karjat, Thane, Pune together with structures thereon,
present and future and all receivables arising therefrom owned by the company, its subsidiaries & other group entities. The
NCD is further secured by corporate guarantee of related parties and personal guarantee of Director of the company. The
rate of return is 18.50% p.a. and repayable in 4 quarterly instalment ending in FY 2026-2027 also includes interest accrued
and due.

(c) The Company had issued 950,000 (Previous year - 9,50,000) 0% cumulative non-convertible redeemable preference shares
(CNCRPS) of '10 each at a premium of ' 990 per share. As per the terms of the issue, all the CNCRPS were cumulative
and redeemable at end of fifteen years from the date of allotment, unless redeemed earlier at the option of the Company.
The holders of the CNCRPS shall not have any voting rights except as provided under the Companies Act, 2013. The said
CNCRPS were due for redemption during the FY 2023-24.

During the previous year, the terms for redemption of the said CNCRPS are extended upto January 14, 2027 or earlier at the
option of the Company vide resolution passed by the members at the Extra ordinary general meeting held on 26th March
2024. Accordingly, the CNCRPS are redeemable at the issued price upon maturity unless decided to be redeemed earlier
at the option of the Company. The redemption value have been recognised at present value on the basis of the weighted
average cost of borrowings.

Nature of securities and terms of repayments for current borrowings

a) Loan from banks

(i) ' Nil [319 Lakhs) and Overdraft facility of ' Nil lakhs (636 lakhs) is secured by way of the exclusive first charge over
development rights of Project Kalpataru Imperia situated at Santacruz, personal guarantee of director. Loan carries
Interest not exceeding @1.75% over Lenders Benchmark rate repayable in six equal installments starting after twenty
seven months from the date of Disbursement ending Financial Year 2025-26.

(ii) ' 21,758 lakhs (' 1,379 lakhs) overdraft facility availed by the company which is secured against fixed deposits held by
the Company lien in favour of bank.

b) Loan from financial institutions

(i) ' 7,805 lakhs (' 6,198 lakhs] is secured by exclusive charge by way of registered mortgage over the development rights

along with share of units of the company arising out of development agreement together with underlying receivables
arising there from the property situated at Mumbai to be re-developed by the company and personal guarantee of
director of the company. The loan carries interest @ 3.45% below lender's benchmark rate and is repayable in twenty
four monthly instalments ending in the financial year 2030-31.

(c) The company has outstanding unrated unlisted non-convertible debentures ("NCD") 1900 (Previous year 550) having face
value of ' 10 lakhs (Previous year ' 10 lakhs] each and outsatnding of ' 21,820 lakhs (Previous year ' 5,510 lakhs). The
NCD are secured by a mortgage over the development rights of a project located in Borivali, Mumbai, including all present
and future structures and receivables arising from it, secured by a mortgage over the property at Pune owned by related
party, pledge over shares and corporate guarantee thereof and personal guarantee from the director of the company. The
rate of return is 18.00% p.a. and have a bullet repayment in FY 2027-28.

d) There are certain legal cases/disputes pending against the Company or filed by the Company and liabilities in respect
thereof if any, are unascertained. The Company has engaged reputed advocates to protect its interests and has been
advised that it has strong tegat positions against such disputes.

e] The Company does not have any tong-term contracts inctuding derivative contracts on which there are foreseeabte
tosses which are not provided.

II) Capital and other commitments

a) The Company has committed to provide continued financiat support to various subsidiaries, amount unascertained.

b] The Company enters into construction contracts for Civit, Etevator, Externat Devetopment, MEP work etc. with its
vendors. The totat amount payabte under such contracts witt be based on actuat measurements and negotiated rates,
which are determinabte as and when the work under the said contracts are compteted.

Wongwith Arena Orchards Private Limited, Arena Enviro Farms Private Limited, Katpataru Hitts Residency Private Limited
converted from partneship Hittcrest Constructions and Ardour Developers Private Limited.

2Atongwith Ardour Devetopers Private Limited, Ambrosia Enviro Farms Private Limited, Arena Orchards Private Limited,
Katpataru Land Private Limited, Prime Properties Private Limited, Agite Reat Estate Private Limited and Arena Enviro
Farms Private Limited.

3Atongwith Azure Tree Enviro Farms Private Limited, Katpataru Ptus Sharyans, Katpataru Constructions [Pune], Neo
Pharma Private Limited and Omega Reattors Private Limited.

4Atongwith Azure Tree Enviro Farms Private Limited, Katpataru Ptus Sharyans, Neo Pharma Private Limited and Omega
Reattors Private Limited.

* Name of the company has been changed from "Katpataru Power Transmission Limited" to "Katpataru Projects
Internationat Limited" w.e.f 22 May 2023

Notes-

a] "Others "denote entries which account for tess than 10% of the aggregate for that category of transaction.

b] Above disctosures are exctuding Ind AS adjustments.

c] The details of related party relationships identified by the management of the company and retied upon by the
auditor.d] The Amounts denoted above are net of taxes.

d] The Amounts denoted above are net of taxes.

e] Att retated party transactions entered during the year were in rdinary course of the business and are on arm's tength
basis

f] "0" [zero] indicates amounts tess than a takh.

Note - 33

Contingent liabilities and commitments (To the extent not provided for)

b] The Company has etected not to recognise right of use asset and tease tiabitity as per the provisions of Ind AS 116 -
"Leases", considering the teases being short term and tease of tow vatue asset. The Company has taken commerciat and
residentiat premises under cancetabte operating tease agreements. Lease expenditure for cancetabte operating teases is
recognised over the period of tease. The initiat period for tease is generatty for thirty six months to sixty months. Totat tease
rent expenses for the period / period is ' 67 Lakhs [' 66 takhs].

I) Contingent liabilities

a] Financiat guarantee

The Company has given corporate guarantees atong with subsidiaries, associates and other retated parties of
' 7,22,286 takhs ['5,58,500 takhs] to various Banks/Financiat Institutions for the toans granted to subsidiaries,
enterprises controtted by the company and other retated party. Such toans outstanding as on 31 March 2025 are '
4,68,023 lakhs (' 3,61,932 takhs].

b] Bank guarantees issued ' 6,403 lakhs (' 413 lakhs) in favour of MPCB and financial instutions.

c] Disputed dues of indirect tax tiabitities of ' 3,538 takhs [' 3459 lakhs). Out of which, the Company has filed appeal
and paid ' 200 takhs [' 202 takhs] under protest. Disputed dues of Direct tax tiabitities with Commissioner of Income
tax is '395 Lakhs [' Nit]. Futher, the Company has received show cause-cum-demand notices amounting to '8735
lakhs under Section 74(1) of the Central Goods and Services Tax Act, 2017, issued in Form DRC-01. The Company has
submitted its responses to the said notices, and the outcome is currentty awaited.

Financial risk management

The Company has exposure to the following risks arising from financial instruments:

(i) Market Risk

(ii) Credit Risk and

(iii) Liquidity Risk

(i) Market risk

Market risk arises from the Company's use of interest bearing financial instruments. It is the risk that the fair value
or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk) or
other market factors. Financial instruments affected by market risk include borrowings, loan givens, fixed deposits and
refundable deposits.

a 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 debt obligations with floating interest rates. The management is responsible for
the monitoring of the Company's interest rate position. Different variables are considered by the management in
structuring the Company's borrowings to achieve a reasonable, competitive, cost of funding.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of
borrowings affected with all other variables held constant. The effect of change in the interest rate on floating rate
borrowings, is as follows:

Note - 38

Details of loans given, investments made, guarantees given and securities provided covered
u/s 186(4) of the Companies Act, 2013

a) The Company is engaged in the business of Real Estate Development which is classified under Infrastructural facilities
as specified under Schedule VI of the Companies Act, 2013 (the 'Act') and hence the provisions of Section 186 (except sub
section 1] of the Act related to loans/guarantees given or securities provided are not applicable to the Company.

b) There are no investments made other than those disclosed in note 8.

Note - 39

Financial risk management objectives and policies

The Company's principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these
financial liabilities is to finance and support Company's operations. The Company's principal financial assets include loans
given, trade and other receivables, cash and cash equivalents, other bank balances and refundable deposits 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. The Company's senior management ensures 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. The Board of Directors reviews and agrees policies for managing each of
these risks.

b Currency risk

Currency risk is not material, as the Company's primary business activities are within India and does not have
significant exposure in foreign currency.

(ii) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables)
and from its financing activities including security deposits, loans to employees and other financial instruments.

a) Trade receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
Company has entered into contracts for sale / leasing of commercial premises. The payment terms are specified in
the contracts. The Company is exposed to credit risk in respect of the amount due. However, in case of sale, the legal
ownership is transferred to the buyer only after the entire amount is recovered. In case of leasing, the Company takes
security deposit to secure the rent. In addition, the amount due is monitored on an ongoing basis with the result that
the Company's exposure to bad debts is not significant. The Company evaluates the concentration of risk with respect
to trade receivables as low, as its customers are located in several jurisdictions industries and operate in largely
independent markets.

b) Financial instrument and cash deposits

With respect to credit risk arising from the other financial assets of the Company, which comprise bank balances,
cash, loans to related parties and other parties, other receivables and deposits, the Company's exposure to credit risk
arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these assets.

Credit risk from balances with banks is managed by Company's treasury in accordance with the Company's policy. The

Company limits its exposure to credit risk by only placing balances with local banks. Given the profile of its bankers,
management does not expect any counterparty to fail in meeting its obligations.

(iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company
monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of both
its financial investments and financial assets (e.g. trade receivables, other financial assets) and projected cash flows from
operations.

The cash flows, funding requirements and liquidity of Company is monitored under the control of Treasury team. The
objective is to optimize the efficiency and effectiveness of the management of the Company's capital resources. The
Company's objective is to maintain a balance between continuity of funding and borrowings. The Company manages
liquidity risk by maintaining adequate reserves and borrowing facilities, by continuously monitoring forecasted and actual
cash flows and matching the maturity profiles of financial assets and liabilities.

Segment information

Disclosure under Ind AS 108 - 'Operating Segments' is not given as, in the opinion of the management, the entire business
activity falls under one segment, viz., Real Estate Development. The Company conducts its business in only one Geographical
Segment, viz., India.

Capital management

For the purpose of the Company's capital management, capital includes issued equity capital, share 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 maximise the shareholders' value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net debt divided by
total capital plus net debt.

The company is the nominee shareholder of various entities in order to comply with minimum number of shareholder
requirement as per the Companies Act, 2013. Based on the request received from the beneficial owners the company has
created pledge of the securities held in its name as the registered holder in favour of the lender of respective facilities availed
by such beneficial owners. Accordingly the company has created charge/s and filed the same with ROC/MCA.

Note - 46

Scheme of Arrangement (the Scheme) between the Company and step down subsidiary namely, Kalpataru
Residency Private Limited (KRPL)

An application for approving the Scheme of Arrangement (the Scheme) between the Company and step down subsidiary
namely, Kalpataru Residency Private Limited (KRPL) is filed with Hon'ble National Company Law Tribunal, Mumbai Bench
('NCLT') on 30th September, 2024. Pursuant to the Scheme , the Demerged Undertaking of the Company comprising of project
Yoganand situated at Borivali, Mumbai, shall be demerged from the Company into KRPL on the appointed date i.e. 01st April,
2024, on a going concern basis.

Scheme is in process of NCLT's approval. Upon receipt of approval of the Scheme, necessary compliances will be done as
applicable under the Companies Act, 2013 and accounting effect in the financial statement will be given as per applicable
account standards and other accounting principles generally accepted in India.

Scheme of Arrangement (the Scheme) between the Company and step down subsidiary namely, Kalpataru Properties
Private Limited (KPPL)

An application for approving the Scheme of Arrangement (the Scheme) between the Company and step down subsidiary
namely, Kalpataru Properties Private Limited (KPPL) is filed with Hon'ble National Company Law Tribunal, Mumbai Bench
('NCLT') on 30th September, 2024. Pursuant to the Scheme, the Demerged Undertaking of the KPPL comprising of project
Magnus situated at Bandra, Mumbai, shall be demerged from the KPPL into the Company on the appointed date i.e. 01st
April, 2024, on a going concern basis.

Scheme is in process of NCLT's approval. Upon receipt of approval of the Scheme, necessary compliances will be done as
applicable under the Companies Act, 2013 and accounting effect in the financial statement will be given as per applicable
account standards and other accounting principles generally accepted in India.

Note - 47

To the best of information of management of the Company, the disclosure requirements to be given pursuant to Gazette
notification for Amendments in Schedule III to Companies Act, 2013 dated 24 March 2021 effective from 01 April 2021
pertaining to following matters are either disclosed or not applicable to the company :

1. Disclosure on Revaluation of property, plant and equipment and intangible assets from Registered Valuers is not applicable
to company.

2. No proceeding has been initiated or pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act,1988 (us of 1988) an rules made thereunder.

3. The Company has not been declared a wilful defaulter by any bank or financial institution or other lender.

4. Relationship with Struck off Companies*

During the year, the Company has not entered into any transaction with companies struck off under Section 248 of the
Companies Act, 2013 or Section 560 of Companies Act,1956.

* Based on information available as on the date of reporting.

5. As per clause (87) of section 2 and section 186 (1) of the Companies Act, 2013 and Rules made thereunder, the company is
in compliance with the number of layers as permitted under the said provisions.

6. The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

7. There are no transactions recorded in books of account reflecting surrender/ disclosure of income in the assessment under
Income Tax Act, 1961.

8. The company has not carried out any scheme which is approved by regulatory authorities during the year.

9. The accounting software used by the Company, to maintain its Books of account have a feature of recording audit trail

(edit log) facility and the same has been operated throughout the period for all transactions recorded in the software. The

Company has an established process of regularly identifying shortcomings, if any, and updating technological advancements
and features including audit trail.

Note - 48

a) To the best of our knowledge & belief, no fund (which are material either individually or in the aggregate) have been
advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by
the company to or in any other person(s) or entity(ies), including foreign entity (Intermediaries), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether , 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 provided
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) To the best of our knowledge & belief, no funds (which are material either individually or in the aggregate) have been

received by the Company from any person(s) or entity(ies), including foreign entity (funding parties), with the understanding,
whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the funding parties (Ultimate Beneficiaries) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note - 49

The Income Tax Department (the Department) conducted a Search activity (the search) under Section 132 of the Income Tax
Act, 1961 (the Act) at premises of the Company during August 2023. The Company has provided all the necessary support and
cooperation to the Income tax officials during the search and provided all the necessary information including documents
and data sought by the Department. As on the date of signing of these financial statements, the Company has only received a
notices for assessment/ reassessment which are being appropriately responded by the Company.

Events after reporting date

i) Subsequent to the year end , the company has completed an initial Public offer (the IPO) of fresh issue of 3,84,24,456 equity
shares with a face value of '10 each at an issue price of ' 414/- per share (includes 2,03,292 equity shares issued to eligible
employees with a face value of '10 each at an issue price of ' 376/- per share) aggregating to ' 1,59,000 lakhs. The equity
shares of the Company were listed on National Stock Exchange( NSE) and on Bombay Stock Exchange (BSE) on 1 July 2025.

ii) The Nomination and remuneration committee of the Company as its meeting held on June 06, 2025 approved grant of
15,94,100 Employee Stock Options Under 'Kalpataru Limited Employee Stock Options Scheme 2024' (ESOS 2024/ Scheme)
exercisable into not more than 15,94,100 fully paid up equity shares of the Company at an exercise price of ' 306/- per
option.

Note - 52

Previous year figures (not material) have been regrouped / reclassified, wherever necessary, if any, to correspond with current

year classification. Figures in brackets pertaining to previous year.

As per our report of even date attached For and on behalf of the Board

For KKC & Associates LLP

Chartered Accountants

(Formerly Khimji Kunverji & Co LLP)

FRN: 105146W/ W100621

Bharat Jain Mofatraj P. Munot Parag M. Munot

Partner Chairman Managing Director

Membership No.: 100583 (DIN- 00046905) (DIN- 00136337)

Place : Mumbai Chandrashekhar Joglekar Abhishek Thareja

Date : 16th July, 2025 Chief Financial Officer Company Secretary

M.No. A18766

Place : Mumbai
Date : 16th July, 2025


 
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