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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 533274ISIN: INE811K01011INDUSTRY: Realty

BSE   ` 1458.75   Open: 1410.35   Today's Range 1399.55
1478.00
+52.85 (+ 3.62 %) Prev Close: 1405.90 52 Week Range 472.00
1478.00
Year End :2023-03 

iv. There are no projects where activities has been suspended under capital work-in-progress as at March 31,2023.

v. The Management is of the view that the fair value of investment properties under construction cannot be reliably measured and hence fair value disclosures pertaining to investment properties under construction have not been provided.

vi. Capital work-in progress with carrying amount of ' 1,562 Million (March 31,2022: ' 4,174 Million) have been pledged to secure borrowings of the Company (See Notes 23 & 27). The Capital work-in progress have been pledged as security for bank loans under a mortgage.

i. The Company's investment properties consists of commercial properties in India. The Management has determined that the investment properties consist of two classes of assets - office and retail - based on the nature, characteristics and risks of each property.

ii. As at March 31, 2023 and March 31, 2022, the fair values of the properties (excluding Right of use assets) are ' 11,188 Million and ' 7,394 Million respectively. These valuations are based on valuations performed by Jones Lang LaSalle Property Consultants India Private Limited and CBRE South Asia Private Limited, an accredited independent and registered valuer defined under Rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. A valuation model in accordance with that recommended by the International Valuation Standards Committee has been applied. The fair valuation has been carried out by the Management for material investment properties.

iii. Investment property with carrying amount of ' 6,271 Million (March 31,2022: ' 3,078 Million) have been pledged to secure borrowings of the Company (See Note 23 & 27). The investment property have been pledged as security for bank loans under a mortgage.

iv. The fair value of the Company's investment properties have been arrived at using discounted cash flow method. Under discounted cash flow method, cash flow projections based on reliable estimates of cash flow are discounted. The main inputs used are rental growth rate, expected vacancy rates, terminal yields and discount rates which are based on comparable transactions and industry data.

23f The Company has borrowings and working capital limits from banks or financial institutions on the basis of security of current assets. In respect of working capital limits, there are no requirements of filing quarterly returns or statements with banks or financial institutions as per the terms of relevant agreements. Further in respect of borrowings, the Company is required to file quarterly returns or statements with banks or financial institutions as per the terms of the borrowings and the Company has filed quarterly returns or statements which are in agreement with the books of accounts.

23g Secured, Redeemable non convertible debentures

During the year ended March 31, 2019, the Company issued 3,500 rated, unlisted, secured redeemable, non-convertible debentures (A Rating) of ' 1,000,000 each, having tenor upto August 2023, aggregating '3,500 Million on a private placement basis. These debenture are secured by exclusive charge by way of mortgage over certain projects of the Company (hereinafter referred to as "mortgaged property”), exclusive charge over receivables from sale of mortgaged property and exclusive charge over debt service reserve account and escrow accounts of mortgaged property. The debentures are repayable in two tranches, Tranche 1 - '1,000 Million in August 2021 and Tranche 2 - '2,500 Million in August 2023 carry a coupon rate of 10.50%. During the year ended March 31, 2022, the Company has redeemed the Tranche 1 debentures.

During the year ended March 31,2022, the Company issued 2,400 Series A senior, secured, redeemable, rated, listed, nonconvertible debentures (NCDs) (A Rating) of ' 1,000,000 each at par, having tenor upto November 29, 2024 and 2,600 Series B senior, secured, redeemable, rated, listed, non-convertible debentures (A Rating) of ' 1,000,000 each at par, having tenor upto November 29, 2026 aggregating '5,000 Million. These NCDs are secured by way of exclusive charge on the immovable project situated in Bengaluru owned by the Company and immovable properties situated in Goa and Bidadi owned by a Subsidiary Company and a Firm. The debentures carry a coupon rate of 8.90%. In case of Series B NCDs, the Company/ debenture holders has a call / put option to redeem by November 29, 2024.

The Company has created debenture redemption reserve as per Section 71 of the Companies Act, 2013, on a pro rata basis amounting to '1,018 Million (March 31,2022 - '564 Million).

27b Security Details :

Mortgage of certain immovable properties of the Company including related inventories, project receivables and undivided share of land belonging to the Company.

Mortgage of certain immovable properties belonging to and Corporate Guarantee from three subsidiary companies and a firm in which the Company is a partner.

Charge over receivables of various projects.

Lien against fixed deposits.

27c Repayment and other terms : Projects Loans

Repayable in Quarterly instalments ending in September 2026 and monthly instalments ending in March 2029.

These secured loans are subject to interest rates ranging from 8.95 % to 9.95 % per annum.

27d Repayment and other terms : Other Loans

Repayable in monthly instalments ending in April 2024 to October 2024.

Personal guarantee of certain directors of the Company.

These secured loans are subject to interest rates ranging from 11.40 % to 12.55 % per annum.

27e In respect of working capital limits basis security of current assets of the Company there are no requirements of filing quarterly returns or statements with banks or financial institutions as per the terms of relevant agreements. Further in respect of borrowings, the Company is required to file quarterly returns or statements with banks or financial institutions as per the terms of the borrowings and the Company has filed quarterly returns or statements which are in agreement with the books of accounts.

27f Inter corporate deposits and loans from others are subject to interest rates ranging from 0.00% to 12.00% per annum and are repayable on demand.

3. The Company enters into construction contracts with its vendors. The final amounts payable under such contracts will be based on actual measurements and negotiated rates, which are determinable as and when the work under the said contracts are completed.

4. The Company has entered into agreements with land owners under which the Company is required to make payments based on the terms/ milestones stipulated under the respective agreements.

5. The Company has entered into joint development agreements with owners of land for its construction and development. Under the agreements the Company is required to pay certain payments/ deposits to the owners of the land and share in built up area/ revenue from such developments in exchange of undivided share in land as stipulated under the agreements. Further the Company has given guarantees in favour of certain Joint Development partners without any commission charged on such guarantees considering the economic interest with such partners. Accordingly, management is of the view that these guarantees are not prejudicial to the interests of the Company.

6. The Company has made commitment to subscribe to further capital in certain of its subsidiaries and jointly controlled entities based on operations of such entities.

7. The Company has Investment in certain subsidiaries which are yet to commence its project activities. The management of the subsidiaries is in process of evaluating/ obtaining relevant approvals for commencement of project and expects recovery of its investments in due course of time.

41

Ý

CONTINGENT LIABILITIES (TO THE EXTENT NOT PROVIDED FOR)

(' in Million)

Particulars

As at

March 31, 2023

As at

March 31, 2022

1 Claims against Company not acknowledged as debts

a. Disputed Value Added Tax

248

413

b. Disputed Service Tax

425

404

c. Disputed Income Tax

185

99

d. Others

130

130

The above amounts does not include penalties, if any, that may be levied by the authorities when the disputes are settled.

2 Corporate guarantees given on behalf of other entities (Refer notes 40 & 52)

50,757

49,115

The Company does not expect any reimbursement in respect of the above contingent liability and it is not practicable to estimate the timings of the cash outflows, if any, in respect of matters above pending resolution of the arbitration/ appellate proceedings and it is not probable that an outflow of resources will be required to settle the above obligations/ claims.

3 The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business, including certain litigation for lands acquired by it for construction purposes, either through joint development agreements or through outright purchases. These cases are pending with various courts and are scheduled for hearings. The management believes that these cases will not adversely effect its financial statements.

E3 SEGMENT INFORMATION

The Chief Operating Decision Maker reviews the operations of the Company as a real estate development activity and letting out of developed properties, which is considered to be the only reportable segment by the Management. The Company's operations are in India only.

WT% EMPLOYEE BENEFIT PLANS

(i) Defined Contribution Plans : The Company contributes to provident fund and employee state insurance scheme which are defined contribution plans.

g. Sensitivity analysis

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and employee attrition. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

h. Estimated amount of Gratuity contribution over the next one year is ' 10 Million, one to three years is ' 30 Million and greater than three years is ' 186 Million.

(iii) Other Employee Benefits - Compensated absences

The leave obligations cover the Company's liability for earned leave and is not funded.

Leave encashment benefit expensed in the Statement of Profit and Loss for the year is ' 16 Million (March 31, 2022: ' 13 Million).

Leave encashment benefit outstanding is ' 67 Million (March 31,2022 : ' 57 Million).

45 There are no foreign currency exposures as at March 31, 2023 (March 31, 2022 - Nil) that have not been hedged by a derivative instrument or otherwise.

46 Refer Annexure I for disclosures under Regulation 34(3) and 53(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company's principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the acquisition and Company's real estate operations. The Company's principal financial assets include investments, trade and other receivables, cash and cash equivalents, land advances and refundable deposits that derive directly from its operations.

The management is of the view that the terms and conditions of the investments made, guarantees provided, security given, land advances, refundable deposits, current account with partnership firms, loans and advances are not prejudicial to the interest of the Company considering its economic interest and furtherance of the business objectives.

The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The 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. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

I Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and other price risk, such as equity price risk and commodity risk. The Company has no exposure to commodity prices as it does not deal in derivative instruments whose underlying is a commodity. Financial instruments affected by market risk include loans and borrowings and refundable deposits.

The sensitivity analysis in the following sections relate to the position as at March 31, 2023 and March 31, 2022. The sensitivity analysis have been prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt are constant.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post retirement obligations; provisions.

The following assumptions have been made in calculating the sensitivity analysis:

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31,2023 and March 31, 2022.

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 and short-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate borrowings. The Company does not have any interest rate swaps.

Interest rate sensitivity

The following table demonstrates the sensitivity to a possible change in interest rates on that portion of borrowings outstanding at the balance sheet date. With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:

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 refundable joint development deposits, security deposits, loans to employees and other financial instruments.

Trade and other receivables

Trade receivables of the Company comprises of receivables towards sale of properties, rental receivables and other receivables.

Receivables towards sale of property - The Company is not substantially exposed to credit risk as property is delivered on payment of dues. However the Company make provision for expected credit loss where any property developed by the Company is delayed due to litigation as further collection from customers is expected to be realised only on final outcome of such litigation.

Receivables towards rental receivables - The Company is not substantially exposed to credit risk as Company collects security deposits from lessee.

Other Receivables - Credit risk is managed as per the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. The impairment analysis is performed at each reporting date on an individual basis for major customers. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.

Refundable joint development deposits

The Company is subject to credit risk in relation to refundable deposits given under joint development arrangements. The management considers that the risk is low as it is in the possession of the land and the property share that is to be delivered to the land owner under the joint development arrangements.

Financial Instrument 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 counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company's Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments. The Company's maximum exposure to credit risk for the components of the Balance Sheet at March 31,2023 and March 31,2022 is the carrying amounts.

III Liquidity risk

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans. The table below summarises the maturity profile of the Company's financial liabilities based on contractual payments:

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 maintain strong credit rating and healthy capital ratios in order to support its business and maximise the shareholder value.

The Company, through its Board of Directors manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using debt equity ratio, which is net debt divided by total capital. The Company's policy is to keep the debt equity ratio below 1.00. The Company includes within net debt, interest bearing loans and borrowings (excluding borrowings from group companies) less cash and cash equivalents, current investments, other bank balances and margin money held with banks. The disclosure below could be different from the debt and equity components which have been agreed with any of the lenders.

EW DETAILS OF EXCEPTIONAL ITEMS

a. During the year ended March 31, 2021, the Company had entered into definitive agreements and transferred certain investment and completed commercial projects on a slump sale basis. Of the total agreed consideration, '1,503 million was deferred on occurrence or non-occurrence of certain contingent events and was not recognised for the year ended March 31,2021.

During the year ended March 31,2022, of the above deferred consideration, the Company had received ' 1,063 million and recognised as an exceptional item. The balance amount of ' 440 million is still deferred as at March 31,2022.

During the year ended March 31,2023, of the above deferred consideration, the Company has received the final amount of ' 204 million and recognised as an exceptional item.

b. During the year ended March 31, 2022, the Company had divested its holdings in Prestige City Estates Private Limited ('PCEPL) to a third-party investor. Post such divestment in Prestige City Estates Private Limited, based on legal advice obtained, the Company did not have any continuing or future obligations for repayment of its share of gain not recorded earlier as required under Ind AS . Accordingly, the amount received and realised amounting to ' 4,371 million had been considered as an exceptional item.

c. During the year ended March 31,2022, the Company had divested directly/ indirectly 50% of stake in Prestige Beta Projects Private Limited and Dashanya Tech Parkz Private Limited. Further the Company had on a slump sale basis transferred a particular business undertaking to Kochi Cyber Green Private Limited for a total consideration of ' 440 million resulting in expectional loss of ' 35 million.

54 Refer Annexure III for Other Statutory Information.

a. The Company had entered into a registered Joint Development Agreement (JDA) with a certain land owner (the "Land Owner Company”) to develop a residential project ("the Project”). Under the said JDA, the Company acquired development rights over a certain parcel of land of the Land Owner Company and in exchange was required to provide the Land Owner Company identified developed units with a certain specified built-up area (the "Land Owner Company's share”). The Company had also incurred Transferrable Development Rights (TDR's) of ' 881 Million which are recoverable from the Land Owner Company along with an interest of 12% per annum, from the sale of units from the residential project belonging to the Land Owner Company. Further the Company has pending claims receivable from the Land Owner Company without prejudice to its legal position.

As at March 31,2023, gross receivables due from the Land Owner Company towards TDR's aggregate to ' 923 Million. The Land Owner Company has been ordered to be wound up by the Hon'ble High Court of Judicature during the year ended 31 March 2017. The land owner Company has challenged the court order, the legal proceedings of which is pending with the Judicature.

Considering the rights of the Company under the JDA, the status of development achieved so far in the Project; the plans for completion of the Project; the Escrow arrangement with the Company, Land Owner Company and the Lender of the Land Owner Company (to whom the Land Owner Company's share of developed units have been mortgaged), which provides for manner of recovery of TDR dues; the fact that the handing over formalities of the underlying units are yet to be completed, the Company expects to recover the above gross dues towards TDR's and has accordingly classified them as good and recoverable in the financial statement.

b. As at March 31,2022, the Company was carrying inventory (including development costs) in relation to an ongoing project amounting to ' 2,145 million. The portion of land on which the project was executed was subject to litigation for which the Company had received favourable order from the court of law. However, there were certain writ appeals, filed against the favourable order received by the Company. The outcome of the project and sale of inventory was dependent on the outcome of the writ appeals.

During the year ended March 31, 2023, the writ appeal has been dismissed in favour of the Company.

(d) The Company has not provided any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(e) The management of the Company declares that, the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act has been complied with for above transactions in (a), (b) and (c) above and such transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).

(vi) 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

i. 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

ii. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed 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.

(viii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.