Eraaya Lifespaces Ltd. ಖಾತೆಯ ಉಪಯುಕ್ತ ಮಾಹಿತಿ

Mar 31, 2025

* Capital Advances (unrelated parties) comprises of the following:

-Rs.25.25 Millions as compelet payment against purchase of the property by the company Viz. Plot No.7 ( as per PMRD approved plan dated 27/12/2018 & 20/11/2020)area admeasuring H.00.40.00 Ares, Equivalent to 4000 Sq. Meter (1 Acers) from Manoj Nari Senani and Nanak properties Pvt. Ltd. vide agreement dated 25th August 2023 for total Basic consideration of Rs 25.25 Millions.

During the financial year 2023-24, the Company had paid an aggregate amount of ?22.59 million as advance towards the purchase of commercial properties, namely Unit No. T-12 and Unit No. T-016, located at CP67 Mall, Plot No. 252, Sector 67, Airport Road, S.A.S. Nagar (Mohali), Punjab - 160067, from AB Alcobev Private Limited, pursuant to agreements dated April 12, 2024, and April 15, 2024. However, the said agreements were subsequently cancelled during the FY 2024-25. The entire advance amount of ?22.59 million paid by the Company was duly refunded and received within the reporting period.

The Company had paid an amount of ?24.42 million as advance during the financial year 2023-24 towards the proposed purchase of commercial properties, namely Unit Nos. T-005-006, T-008, T-011, and T-015, situated at CP67 Mall, Plot No. 252, Sector 67, Airport Road, S.A.S. Nagar (Mohali), Punjab - 160067, from AB Alcobev Private Limited, pursuant to the agreement dated February 7, 2024.However, the said agreements were subsequently cancelled during the FY 2024-25. The entire advance amount of ?22.59 million paid by the Company was duly refunded and received within the reporting period.

a) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of ? 1/ each (as at March 31,2024 : par value of ? 10 each) share. Each holder of equity share is entitled to one vote per equity share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts and liabilities. The distribution will be in proportion to the number of fully paid-up equity shares held by the shareholders. The dividend proposed by the Board of Directors of the Company is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

*The Company made allotment of 1,36,50,000 (One Crore Thirty-six Lacs Fifty Thousand only) fully Convertible Warrants convertible into one Equity share per Warrant on preferential basis at an issue price of Rs. 10/per Warrant and received the Rs. 2.50 per warrant amount of the issue price. As per payment terms balance of Rs. 7.50/ per warrant shall be paid within 18 months from the date of warrant allotment.

On 15th September,2023 the company converted 60,00,000 warrants into 60,00,000 equity shares of face value of Rs. 10/- each and received Rs. 7.50 per warrant (being 75% of the issue price per warrant) . Consequent the issued and paid-up capital of the Company stands increased to Rs 747.316 Lakhs consisting of 74,73,160 equity shares of Rs. 10/- each. On 10th October, 2023 the company converted 76,50,000 warrants into 76,50,000 equity shares of face value of Rs. 10/-each and received Rs. 7.50 per warrant (being 75% of the issue price per warrant). Consequent the issued and paid-up capital of the Company stands increased to Rs. 1512.316 Lakhs consisting of 1,51,23,160 equity shares of Rs. 10/- each.

-The company has Issued 2,70,00,000 convertible warrants @ Rs. 81 per share (F.V of Rs.1 at premium of Rs. 80) against which the company has realised 25% of the issue amount i.e. Rs. 2,18,70,00,000 as upfront payment on warrants allotment.

-The company has Converted 14,00,000 Shares warrants into equal number of equity shares @ Rs. 81 per share (F.V of Rs.1 at premium of Rs.80) and received balance 75% of the issue amount i.e. Rs. 8,50,50,000 w.r.t. warrants conversion in FY 2024-25. The Shares were listed on Bombay stock exchange & National Stock Exchange of India.

Securities Premium Reserve

Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to Securities Premium Reserves.

Retained Earnings

Retained Earning are created from the profit / loss of the Company, as adjusted for distributions to owners, transfers to other reserves, etc.

Money Received Against Share Warrants

Share warrants are financial instruments that give the holder the right (but not the obligation) to purchase a company's shares at a specific price within a certain time frame. When a company issues these warrants, it often receives an upfront payment from the investors — this is known as money received against share warrants.

Note No. 17A: Utilisation of Proceeds of Funds raised during the year

I. Funds Raised During FY 2024-25

A. Proceeds from subscription to the Issue of Equity shares under Qualified Institutional Placement (QIP) , made during the year ended March 31, 2025

Objects of QIP Issue as per Letter of Offer and utilisation of Proceeds

-The company has Converted 14,00,000 Shares warrants into equal number of equity shares @ Rs. 81 per share (F.V of Rs.1 at premium of Rs.80) and received balance 75% of the issue amount i.e Rs. 8,50,50,000 w.r.t. warrants conversion in FY 2024-25. The Shares were listed on Bombay stock exchange & National Stock Exchange of India.

The Company made allotment of 1,36,50,000 (One Crore Thirty-six Lacs Fifty Thousand only) fully Convertible Warrants convertible into one Equity share per Warrant on preferential basis at an issue price of Rs. 10/per Warrant and received the Rs. 2.50 per warrant amount of the issue price. As per payment terms balance of Rs. 7.50/ per warrant shall be paid within 18 months from the date of warrant allotment.

On 15th September,2023 the company converted 60,00,000 warrants into 60,00,000 equity shares of face value of Rs. 10/- each and received Rs. 7.50 per warrant (being 75% of the issue price per warrant) . Consequent the issued and paid-up capital of the Company stands increased to Rs 747.316 Lakhs consisting of 74,73,160 equity shares of Rs. 10/- each. On 10th October, 2023 the company converted 76,50,000 warrants into 76,50,000 equity shares of face value of Rs. 10/-each and received Rs. 7.50 per warrant (being 75% of the issue price per warrant). Consequent the issued and paid-up capital of the Company stands increased to Rs. 1512.316 Lakhs consisting of 1,51,23,160 equity shares of Rs. 10/- each.

*The Company issued US$ 120 million 9.50% Senior Secured Foreign Currency Convertible Bonds (FCCBs) due 2031 in two tranches. The Bonds carry interest at 9.50% per annum payable semi-annually, are convertible into equity shares at an initial price of ?801 per share (subject to adjustments, with a floor price of ?800.25), and are secured by pledge of 100% equity shares of EBIX Inc.acquired/funded through the proceeds. However the pledge on shares of Ebix Inc is yet to be created by the company as on reprting date. Unless earlier converted, redeemed or repurchased, the Bonds are redeemable at par on 25 August 2031. This includes USD 40 million pertaining to the second tranche of FCCBs, the proceeds of which are yet to be received and have been disclosed separately as receivables. Legal recovery proceedings are pending before the High Court of Justice, King's Bench Division, England and Wales (refer Note No. 42)

Note: Unsecured loans from others aggregating ?188.90 million include ?42.85 million bearing interest at 12% per annum, repayable over a term of 3 years, and ?146.05 million bearing interest at 9% per annum, repayable over a term of 5 years. These amounts include accrued interest and are classified as non-current borrowings as at the reporting date. The loans are not secured by any collateral or guarantees. As per management's assessment, there is no significant risk of default, and the loans are neither credit-impaired nor past due as at the reporting date .

Note 32: Earnings per Shares

EPS is calculated by dividing the profit/ loss for the year attributable to equity shareholders of the Holding Company by the weighted average number of equity shares outstanding during the year. Partly paid equity shares are treated as a fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fully paid equity share during the reporting year.

Diluted EPS is calculated by dividing the profit attributable to equity shareholders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares, except where the impact of the same is anti-dilutive.

Note 33: Re-Companying

Cretain reclassification have been to the comparitive period Financial statements to enhance comparability with the current financial year financial statements & enhance compliance with guidance note on the Division-II- Ind AS Shedule III to the companies Act.

Reclassification of Prior Period Figures

(Pursuant to Ind AS 1 - Presentation of Financial Statements and Ind AS 109 - Financial Instruments) During the current year, the Company has changed the presentation of transactions relating to the sale and purchase of shares and securities. Previously, such transactions were presented on a gross basis, i.e., separately showing the sale proceeds as revenue and the purchase cost as expenses. In line with the requirements of Ind AS 109 (Financial Instruments) and to provide more relevant information, the Company has now presented these transactions on a net basis, recognizing only the net gain or loss from such transactions under 'Revenue From Operations'.

In accordance with Ind AS 1 - Presentation of Financial Statements (Paragraphs 41-44), the comparative figures for the previous period have been reclassified to conform with the current year's presentation. This reclassification is a presentation change and does not have any impact on the net profit or loss or equity for the previous year.

Accordingly, revenue and expenses relating to such transactions have been netted off in the previous year figures for the FY 2023-24 to make it comparable with current year figures of FY 2024-25.

The above sensitivity analysis is based on a change an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit obligation liability recognised in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to previous year

(ii)    Enterprise over which KMP and their relatives exercise significant influence

Advik Capital Limited

(iii)    Terms and Conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

The following methods / assumptions were used to estimate the fair values:

a)    The carrying value of cash and cash equivalents, trade receivables and trade payables is approximate their fair values mainly due to short-term maturities of these instruments.

b)    The fair value of other financial assets and other financial liabilities is estimated by discounting future cash flows using rates applicable to instruments with similar terms, currency, credit risk and remaining maturities. The fair values of other financial assets and other financial liabilities are assessed by the management to be same as their carrying value and is not expected to be significantly different if estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. These are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.

c)    The Company's borrowings have been contracted at fixed rate of interest which resets annualy as per prevailing market rate. Accordingly, the carrying value of such borrowings (including interest accrued but not due) approximates fair value.

There are no significant unobservable inputs used in the fair value measurement.

Fair value hierarchy

All financial instrument for which fair value is recognised or disclosed are categorised within the fair value hierarchy,

described as follows, based on the lowest level input that is significant to the fair value measurement as a whole;

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for assets or liabilities that are not based on observable market data (unobservable inputs)

The following table presents the financial instruments measured at fair value, by level within the fair value measurement hierarchy:

Note 36. Financial risk management objectives and policies

The Company's principal financial liabilities comprise borrowings, trade payables, other financial liability etc. The main purpose of these financial liabilities is to manage finances for the Company's operations. The Company's principal financial assets include trade and other receivables, cash and cash equivalents, security deposits, investments , Loans etc. that derive directly from its operations.

The Company is exposed to market risk (interest rate risk), credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The senior professionals working to manage the financial risks and the appropriate financial risk governance frame work for the Company are accountable to the Board Audit Committee. This process provides assurance to the Company's senior management that the Company's financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Company's policies and Company's risk appetite. 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 shall be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below:

(a)    Credit risk

Credit risk is the risk that the Company will incur a loss because its customers or counterparties fail to discharge their contractual obligations. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, other bank balances, investments, loan assets, trade receivables and other financial assets. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

(b)    Credit Risk Management

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. 'The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company has established a credit quality review process to provide early identification of possible changes in the creditworthiness of counterparties, including regular collateral revisions. The Company assigns the following Creditor ratings to each class of financial assets based on the assumption, Input and factor specific to the class of financial assets.

- (c) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities (other than derivatives) that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.

The Company maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors the Company's liquidity positions (also comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. The Company also takes into account liquidity of the market in which the entity operates.

The table below summarizes the maturity profile of the Company's financial liabilities based on contractual undiscounted payments:-

(d) Market Risk - Interest rate risk

Interest rate risk is the risk that the 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 related primarily to the Company's borrowings with fixed interest rates.

Interest rate risk exposure

-(e) Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk on account of its borrowings, receivables and other payables in foreign currency. The functional currency of the company is Indian Rupee.

The foreign currency exchange management policy is to minimize economic and transactional exposures arising from currency movements against the US dollar & Euro. The Company manages the risk by netting off naturally-occurring opposite exposures wherever possible, and then dealing with any material residual foreign currency exchange risks if any.The company does not have borrowings, receivables and other payables in foreign currency and hence does not have any currency risk.

(f)    Competition and Price Risk

The Company faces competition from competitors. Nevertheless, it believes that it has competitive advantage in terms of high quality products and by continuously upgrading its expertise and range of products to meet the needs of its customers.

(g)    Equity price risk management

The Company's exposure to equity price risk arises from investment held by the Company and classified as FVTOCI and FVTPL. In general, FVTOCI investments are strategic investments and are not held for trading purposes. Reports on the equity portfolio are submitted to the Company's senior management on a regular basis

NOTE 38: IndAS 116 : Lease

Effective April 01, 2019 the Company adopted Ind AS 116 Leases and applied the standard to all lease contracts existing on April 01,2019 using the modified retrospective method. ROU are measured at cost comprising the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date and any initial direct costs less any lease incentives received. Lease liabilities were recognized based on the present value ol the remaining lease payments, discounted using the incremental borrowing rate at the date of initial application.

The following is the summary of practical expedient selected on initial application:

1.    Applying a single discount rate to a portfolio of leases with reasonably similar characteristics

2.    Applied the exemption not to recognize right-to-use assets and liabilities for leases with less than 12 months of lease term on the date on initial application.

3.    Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application. The weighted average incremental borrowing rate applied to lease liabilities is 9%

*Interest due on Micro and small Enterprises is nil, as confirmation from MSME creditors is received that no interest would be claimed or charged on outstanding balance with the company.

Capital management

The Company manages its capital to ensure that it will be able to continue as going concern while maximizing the return to stakeholders through the optimisation of the debt and equity balance. The Board of directors of the Company review the capital structure of the Company on an ongoing basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital.

Note No.41: Segment Reporting

The Company operates in single reportable segment based on the regular review by the CODM of company which is Finance Business for the purpose of Ind AS 108.

Note No.42: Note on acquisition of Ebix Inc. (US) and FCCB Issuance and related legal proceedings:

During the year under consideration, the Company completed the acquisition of Ebix Inc. and all its global subsidiaries for a Cash Consideration of USD 138.577 Million (net of the contribution made by minority shareholders as debt and equity), against which USD 27.327 million yet to be remitted to complete the accounting of Sale Consideration and thus shown as Current Financial Liabilities in the financial statements. The company issued Secured Foreign Currency Convertible Bonds (FCCBs) for an aggregate principal amount of USD 120 million pursuant to Offering Circular dated August 23, 2024, in 2 tranches of USD 60 Million each, out of which USD 40 million is yet to be received. Necessary legal action has been initiated by the Company for recovery of these funds which is currently pending before High Court of Justice, Kings' Bench Division, England and Wales, hence this USD 40 million is shown as 'Receivable and considered good' in the financial statements.

As per the terms and conditions outlined in offer circlular, company is obligated to pledge its investment in Ebix Inc. as collateral security. However, this pledge remains pending as of the balance sheet date.

Further, on petition of certain eligible shareholders, Honorable National Company Law Tribunal (NCLT) by means of passing an interim order dated February 13, 2025 has directed the Company to maintain status quo with respect to all transactions emanating from the said Offering Circular until the final disposal of the petition. Constrained by the NCLT Order, the Company has deferred making any provision for the liabilities of whatsoever nature arising out of the Offering Circular. The company has acknowledged the contingent liabilities of Rs. 55.75 Crores in the audited financial statements in respect of unrecognized interest on FCCBs, subject to the outcome of the ongoing litigation.

Considering the above facts, the company has also deferred the accounting treatment for compound financial instruments as prescribed under Ind AS 32 with respect to these bonds in the financials.

Note: 43

The Eraaya Lifespaces Limited (Eraaya) entered into an agreement dated May 24, 2024, with Vikas Lifecare Limited (VLL) for consortium participation in the acquisition of Ebix Inc. Under this agreement, VLL contributed USD 34.827 million. An addendum dated August 16, 2024, provided for repayment terms and consequences of default.

Due to delays in realization of USD 40 million from its FCCB issue, Eraaya could not repay VLL within the agreed timelines. Consequently, the matter was referred to arbitration. The proceedings culminated in a Settlement Deed, wherein the parties agreed for transfer of 51% shares of Ebix UK to VLL. However, the Settlement Deed provides that if Eraaya/Ebix Inc realizes its FCCB proceeds, it shall settle VLLs dues along with applicable interest, and thereafter VLL shall relinquish its claim over the agreed shares.

At present, the dispute over the FCCB proceeds is pending adjudication before the London Court. Hence, Eraaya's obligation to pay interest is contingent upon realization of FCCB funds and the subsequent settlement with VLL and liability to pay interest is not unconditional; it arises only upon realization of FCCB proceeds and accordingly liability of Rs 1112.60 Mn. has been considered as contingent liability on account of interest liability towards Vikas Lifecare Limited.

Note: 44

Compliance under Foreign Exchange Management Act, 1999 and rules and regulaltions made there under:

Please refer to the Note No. 5, The company is yet to complied with FEMA Rules and regulation made thereunder with respect to Overseas Direct Investments for Acquisition of its subsidiary i.e Ebix Inc,. Further the company is also in process to file Form ODI Part II to the AD bank and Annual Performance Report (APR) is yet to filed by the company for foreign entity to the Reserve Bank of India.

The company is also in process of filing of relevant forms with the AD Bank and Reserve bank of India and under the relevant statute with respect to foreign currency Convertible Bond (FCCB) as referred in Note No. 18 of the financial statements.

Note 48: Additional Regulatory Information During the Period or previous years

(a)    There are no immoveable property whose title deed are not in the name of company.

(b)    The Company has not revalued its Property, Plant and Equipment during the year .

(c)    The company does not have any Benami Property, where any proceeding has been initiated pending against the company for holding any Benami Property.

(d)    The company has not advanced any loan or advances in the nature of loan to specified persons viz. Promoters, Directors, KMP, and Related Parties which are repayable on demand or where the agreement document specifies any terms or period of repayment.

(e)    The company has not been declared as a wilful defaulter by any lender who has the power to declare a Company as a wilful defaulter at any time during the financial year or after the end of the reporting period but before the date when the financial statements are approved.

(f)    The company has utilized funds raised from the issue of securities or borrowings from banks & financial institutions for the specific purposes, for which they were issued/taken.

(g)    The company has not advanced or loaned or invested funds to any other person(s) or entity(ies) including foreign entities (intermediaries) with the understanding that the intermediatory shall:

i.    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

ii.    Provide any guarantees, securities or the like or on behalf of the ultimate beneficiaries

h)    The company has not received any funds from any person(s) or entity(ies), including foreign entity(ies) (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 company (ultimate beneficiaries) or

ii.    Provide any guarantees, securities or the like or on behalf of the ultimate beneficiaries.

i)    There are no transactions and/or balances outstanding with companies struck off under section 248 of the Companies Act'2013.

j)    The company does not have any transaction which is not recorded in the books of accounts but has been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act'1961.

k)    The company has not traded or invested in cryptocurrency or virtual currency during the financial year

l)    The company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act'2013 read with Companies (Restriction on Number of Layers) Rules'2017

n) The company does not have any charges or satisfaction of charges which is yet to be registered with the registrar of companies (ROC) beyond the satisfactory period except charge w.r.t pledge of shares of Ebix Inc. in connection with FCCB borrowings which is yet to be registered by the company as on reporting date.

Note 50

Other Notes:

i)    In the opinion of the Board of Directors, Trade Receivables, other current financial assets, and other current assets

have a value on realization in the ordinary course of the company's business, which is at least equal to the amount at which they are stated in the balance sheet.

(ii)    The balances of some of the accounts classified as Trade Payables, Trade Receivables, etc. are in the process of reconciliations/confirmation. In the opinion of the Board of Directors, the result of such exercise will not have any material impact on the carrying value.

(iii)    The Board of Directors at its meeting held on May 30, 2025, has approved the Financial Statement for the year ended March 31, 2025.

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Mar 31, 2024

- Rs.241.77 Lakhs as advance against purchase of the properties by the company Viz. Unit no. T-005-006, T-008, T-011, T-015 situated at CP67 Mall Mohali, plot No. 252, Sector 67, Airport Road, S.A.S Nagar (Mohali) Punjab, 160067 from AB Alcobev Private Limited vide agreements dated 7th February,2024 for total consideration price of Rs.2442.15 Lakhs

-Rs.252.53 Lakhs as compelet payment against purchase of the property by the company Viz. Plot No.7 ( as per PMRD approved plan dated 27/12/2018 & 20/11/2020)area admeasuring H.00.40.00 Ares, Equivalent to 4000 Sq. Meter (1 Acers) from Manoj Nari Senani and Nanak properties Pvt. Ltd. vide agreement dated 25th August 2023 for total consideration of Rs 252.53 Lakshs.

As per the policy of the company, there is credit period ranging from 60 days to 90 days Trade receivable are subject to confirmation /Reconciliation, Consequential adjustment if any.

The Carrying amount of trade receivable approximates their fair value, is included in above.

The company''s exposure to credit risk and impairment allowances related to trade receivables is disclosed in Note 33 *Prepaid Expenses comprises of the expenses incurred in connection with the Proposed funds raising planning of the company by issuance and allotment of equity shares by way of QIP''s, ADR, zGDR, FCCB or any other method or combination thereof including series of Right Issue(s), on such terms (to be decided by the Board or a duly constituted committee of the Board at a later date)

** Advance to supplier comprises of Rs. 21.13 Lakhs funds advanced to Share Broker for trading of Shares & securities.

*The Company made allotment of 1,36,50,000 (One Crore Thirty-six Lacs Fifty Thousand only) fully Convertible Warrants convertible into one Equity share per Warrant on preferential basis at an issue price of Rs. 10/per Warrant and received the Rs. 2.50 per warrant amount of the issue price. As per payment terms balance of Rs. 7.50/ per warrant shall be paid within 18 months from the date of warrant allotment.

**On 15th September,2023 the company converted 60,00,000 warrants into 60,00,000 equity shares of face value of Rs. 10/- each and received Rs. 7.50 per warrant (being 75% of the issue price per warrant) . Consequent the issued and paid-up capital of the Company stands increased to Rs 747.316 Lakhs consisting of 74,73,160 equity shares of Rs. 10/- each.

***On 10th October, 2023 the company converted 76,50,000 warrants into 76,50,000 equity shares of face value of Rs. 10/- each and received Rs. 7.50 per warrant (being 75% of the issue price per warrant). Consequent the issued and paid-up capital of the Company stands increased to Rs. 1512.316 Lakhs consisting of 1,51,23,160 equity shares of Rs. 10/- each.

The proceeds from preferential issue raised during the year for the aforementioned purposes were utilized collectively majorly towards making advance for purchase of immovable properties and grant of interest bearing loans to related party M/s Just Rite Life Limited which was repayable on demand. Eventually as on year end the loan advanced to related party M/s Just Right has been received back and utilised for advance payment for purchase of immovable properties. Unutilised funds out of loan received back from Just Rite Life Limited forms part of cash and cash equivalent (cheques on hand) as on 31st March 24 to the extent of Rs. 549.77 Lakhs.

(ii) Entity having significant influence over the entity

Just Right Life Ltd having a significant influence over the Justride Enterprises Ltd.

(iii) Terms and Conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

The following methods / assumptions were used to estimate the fair values:

a) The carrying value of cash and cash equivalents, trade receivables and trade payables is approximate their fair values mainly due to short-term maturities of these instruments.

b) The fair value of other financial assets and other financial liabilities is estimated by discounting future cash flows using rates applicable to instruments with similar terms, currency, credit risk and remaining maturities. The fair values of other financial assets and other financial liabilities are assessed by the management to be same as their carrying value and is not expected to be significantly different if estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. These are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.

c) The Company''s borrowings have been contracted at fixed rate of interest which resets annualy as per prevailing market rate. Accordingly, the carrying value of such borrowings (including interest accrued but not due) approximates fair value.

There are no significant unobservable inputs used in the fair value measurement.

Fair value hierarchy

All financial instrument for which fair value is recognised or disclosed are categorised within the fair

value hierarchy, described as follows, based on the lowest level input that is significant to the fair value

measurement as a whole;

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for assets or liabilities that are not based on observable market data (unobservable inputs)

The Company''s principal financial liabilities comprise borrowings, trade payables etc. The main purpose of these financial liabilities is to manage finances for the Company''s operations. The Company''s principal financial assets include trade and other receivables, cash and cash equivalents, security deposits, etc. that derive directly from its operations.

The Company is exposed to market risk (interest rate risk), credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The senior professionals working to manage the financial risks and the appropriate financial risk governance frame work for the Company are accountable to the Board Audit Committee. This process provides assurance to the Company''s senior management that the Company''s financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Company''s policies and Company''s risk appetite. 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 shall be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below:

Credit risk

Credit risk is the risk that the Company will incur a loss because its customers or counterparties fail to discharge their contractual obligations. The Company''s exposure to credit risk is influenced mainly by cash and cash equivalents, other bank balances, investments, loan assets, trade receivables and other financial assets. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

Credit Risk Management

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. ''The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company has established a credit quality review process to provide early identification of possible changes in the creditworthiness of counterparties, including regular collateral revisions. The Company assigns the following Creditor ratings to each class of financial assets based on the assumption, Input and factor specific to the class of financial assets.

(i) Low credit risk

(ii) Moderate credit risk

(iii) High credit risk

The company provides for expected credit loss based on the following:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

Credit risk on cash and cash equivalents and is generally limited as the Company transacts with Banks having a high credit ratings assigned by domestic credit rating agencies.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities (other than derivatives) that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.

The Company maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors the Company''s liquidity positions (also comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. The Company also takes into account liquidity of the market in which the entity operates.

The table below summarizes the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments:-

Market Risk - Interest rate risk

Interest rate risk is the risk that the 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 related primarily to the Company''s borrowings with floating interest rates.

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk on account of its borrowings, receivables and other payables in foreign currency. The functional currency of the company is Indian Rupee. The foreign currency exchange management policy is to minimize economic and transactional exposures arising from currency movements against the US dollar & Euro. The Company manages the risk by netting off naturally-occurring opposite exposures wherever possible, and then dealing with any material residual foreign currency exchange risks if any. The company does not have borrowings, receivables and other payables in foreign currency and hence does not have any currency risk.

Note 35: Segment Reporting Operating segment

Operating Segment have been identified and presented based on the regular review by the CODM to assess the performance of segment and to make decision about allocation of resources. In accordance with provisions of Ind AS-108, the company has determined marketing services & support services, trading of securities and hospitality business as the reportable segments.

Information on Segment Reporting pursuant to Ind AS 108 - Operating Segments Operating segments:

Trading of securities Marketing & Support Services Hospitality Business Identification of segments:

The chief operational decision maker monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss of the segment and is measured consistently with profit or loss in these financial statements. Operating segments have been identified on the basis of the nature of products and Services.

Segment revenue and results

The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure (net of unallocable income).

Segment assets and liabilities:

Assets used by the operating segments mainly consist of trade receivables, advance to suppliers, inventories. Segment liabilities include trade payables, advance from customers. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocable assets/liabilities.

The measurement principles of segments are consistent with those used in preparation of these financial statements. There are no inter-segment transfers.

The primary objective of the Company''s capital management policy is to ensure that the Company complies with capital adequacy requirements required by the Reserve Bank of India and maintain strong credit ratings and healthy capital ratios in order to support its business and to maximize shareholders value.

The Company''s capital management objectives are :

- to ensure the Company''s ability to continue as a going concern

- to comply with externally imposed capital requirement and maintain strong credit ratings

- to provide an adequate return to shareholders

Standalone Statement of change in equity for the year ended as at March 31, 2024

Management assesses the Company''s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the sub-ordination levels of the Company''s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets (including investments in Subsidiary companies). In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Note 39: Additional Regulatory Information During the Period or previous years

(a) There are no immoveable property whose title deed are not in the name of company.

(b) The Company has not revalued its Property, Plant and Equipment during the year .

( ) The company does not have any "Benami Property", where any proceeding has been initiated pending '' '' against the company for holding any "Benami Property".

(d)The company has advanced any loan or advances in the nature of loan to specified persons viz. Promoters, Directors, KMP, and Related Parties which are repayable on demand or where the agreement document specifies any terms or period of repayment.

* During the year the company advanced unsecured interest bearing loan which was repayable on demand to its related party M/s. Just Right Life Ltd and received back the same within same financial year.

(e) The company has not been declared as a wilful defaulter by any lender who has the power to declare a Company as a wilful defaulter at any time during the financial year or after the end of the reporting period but before the date when the financial statements are approved.

(f) The company has utilized funds raised from the issue of securities or borrowings from banks & financial institutions for the specific purposes, for which they were issued/taken refer note 13(a)

(g) The company has not advanced or loaned or invested funds to any other person(s) or entity(ies) including foreign entities (intermediaries) with the understanding that the intermediator shall:

i. 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

ii. Provide any guarantees, securities or the like or on behalf of the ultimate beneficiaries

h) The company has not received any funds from any person(s) or entity(ies), including foreign entity(ies) (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 company (ultimate beneficiaries) or

ii. Provide any guarantees, securities or the like or on behalf of the ultimate beneficiaries.

i) There are no transactions and/or balances outstanding with companies struck off under section 248 of the Companies Act''2013.

j) The company does not have any transaction which is not recorded in the books of accounts but has been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act''1961.

k) The company has not traded or invested in cryptocurrency or virtual currency during the financial year

l) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act''2013 read with Companies (Restriction on Number of Layers) Rules''2017

n) The company does not have any charges or satisfaction of charges which is yet to be registered with the registrar of companies (ROC) beyond the satisfactory period.

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Mar 31, 2014

1. CONTINGENT LIABILITES

As on As on As on 31.03.2014 31.03 2013 31.03.2012

1 contingent liabilites not 60000 60000 60000 provided far Bank Guartmiee in Favour of Sales Tax Authorities

2 Sales Tax Demand tn Appeal

3 Amount Deposited with High Court 25000 55000 55000

2 The company does not have my rofornutiar. scprJing 'Joe xutuv of sopplicn under the micro, Development Act,2006 Bid hence ilnxlosurc*. if nnv, relating to arncml unpaid m. the end tf the year together with interest paid payables as required under the said Act have not been provided

3. There a no micro, small
4. Previous years figures has beet regrouped rearranged wherever considered necessary

5 In die opinion of the Board of duecton, Board of Directors, the Current Assets. Loans and advances have a value of realisation at least equal to the amount at which they are auied in the Balance Sheet and provisions Cor all known liabilities has been made

6. During the current financial year the Company has not inv ested any project

7 The company has not meuired any expend; mrc rr. foreign currency dining the year

8. Dimpg the current financial year no share has been issued by the company whethe- equity or prefrence

9. During the financial year the company had an authorised share capital of Rs five acres forty Lacs divided into 54 lacs equity shares of Rs 10/« each worth Five crores Forty* Lacs

10. During the current financial year no conversion has been made from prefrotcc share to Equity Share raid no any fresh issue has been made

11 DEGERRED TAX

No provision for Deferred tax is creaied m the books as per AS-22. m view of the fact that it a not virtually certain that sufficient taxable income will be available oguimt which deferred tax asset can be realised

12. SEGMENT INFORMATION

The company is engaged m business m indi.i only . which m the context of Accounting Standard 17 of die Segment Reporting issued by the 1CAL is considered u only geographical segment

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Mar 31, 2013

1 The company does mol have any information regarding (he status. of suppliers under the micro, Development Act 2006 and hence disclosures, if any. relating to amount unpaid at the end of the yet ocher with instructs paid'' enable as required under the Mid Act above not been provided

2. There is micro small & medium enterprises to whom the company owes dues which are outstanding for more than 45 days as at 31st December 2011 This information as required to be disclosed under the micro small and medium enterprise Development Act 2006 has been date maimed to the extent such parties leave been indentified on the basis of information available with the company.

3. Previous. jeer, logiest hat been regrouped rearranged whether considered necessary

4. Doming the current financial year the Company has not invested any project

5. The company hat not incurred any expenditure n foreign currency dung the year

6. During the caret financial year no share has been issued by the company whether equity or presence

7. During the financial year the company had an authorized share capital of Rs. five crores forty lacs divided in to 54 lacs equity share of Rs.10/- each wroth five cores forty lacs.

8. During the current financial year no conversation has been made from preference share to Equity share and no any fresh issued has been made.

9. DEFERRED TAX

No provision for Deferred tax is created in the books as per AS-22. in via* of the fact that it not virtually clam that sufficient taxable income be available against which deferred tax asset cm be realized

10. CONTINGENT LIABILITES As on As on As on 31.03.2013 31.03.2012 31.03.2011

1. Contingent liability 60000 60000 60000 but provided for bank Guarantee in favor of sales tax authorities

2. Sales Tax Demand in Appeal

3. Amount Deposited with 55000 55000 55000 high court

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Mar 31, 2012

1.1 OVERVIEW

Tobu Enterprises Limited was incorporated in 1967 and commenced its operations as a Manufacturing of Tobu Tri- Cycles from F/Year1967-68 in combination with Steel and Plastic.

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Mar 31, 2011

I. Claims against the company not acknowledged as debts amounting to Rs. 47,520/- (Previous Year Rs. 47,520/-)

ii. Bank balance of Bank of Madura amounting to Rs. 1,10,628/- has been written off during the

iii. Labour cases are pending against the company in the courts. The total approx liability against the company is to the tune of Rs.48,43,000/-

iv. The company has borrowed a sum of Rs. 175 lacs on interest payable @ 16% on quarterly rests. Due to a dispute no interest has been provided on this loan amounting to Rs.1,39,58,831/- for the year ended 31.03.2011. In addition to this total interest of Rs 6,46,79,136/- pertaining to year 31.03.2001 to 31.03.2010 have not been provided for. Hence loss during the year is understated by Rs.1,39,58,831/-.

v. The company has written off certain doubt full debts, loans and advances and written back sundry creditors during the year amounting to Rs.6,82,061/- (NET). We are unable to comment on this write off.

vi. Figures for the previous year have been regrouped/rearranged wherever considered necessary.

vii. The company has incurred huge financial losses. In the opinion of the Directors, there is no chance of its revival. The company had disposed off substantial part of its fixed assets during the year, which was affected the status of the company as a going concern. However, the company is not planning to acquire any fixed assets to maintain its status as a going concern.

viii. Break- up of employees who are in receipt of remuneration amounting in aggregate to Rs. 24,00,000/- or more, if employed for full year and Rs. 2,00,000/- p.m., if employed for a part of the year Rs.NIL (Previous Year Rs.NIL).

ix. One of the Directors Mr.Hitender Dhaka has absconded with all the Fixed Assets of the company i.e. Machines, Dies & Moulds etc. The Company has filed a Criminal as well as a Civil Case against the above said Director in the Delhi Court.

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Mar 31, 2010

I) Contingent liabilities

Contingent liabilities are not provided for in the accounts and are shown separately in notes.

ii. Claims against the company not acknowledged as debts amounting to Rs.47.520/-(Previous year Rs.47.520)

iii) The company has borrowed a sum of Rs.175 lacs on interest payable @ 16% on quarterly rests, due to a dispute no interest has been provided on this loan amounting to Rs.1,19,32,063/- for the year ended 31.03.2008. Further interest of Rs.25.24.487 in the pertaining to the year ended 31.03.2001 Rs,34.01.331/- Pertaining to year ended 31.0.2002 and Rs.39.79.076/- pertaining to year ended 31.03.2003 and Rs.46,54,955/- pertaining to the year ended 31.03.2004 and Rs.54.45.640/- pertaining to the year ended 31.03.2005 and Rs, 63,70,628 pertaining to the year ended 31.03.2006 and Rs74.5.733/- pertaining to the year ended 31.03.2007 and Rs,87,18,644/- pertaining to the year ended 31.03.2008 and Rs.1,01,99,579/- pertaining to the year ended 31.03.2009 were also not provided for. Hence loss during he year is understated by Rs.1.19,32,063/-

iv) No provisions has been made in the accounts for doubt full debts, loans and advances amounting to Rs.24,79,683/- (Previous Year Rs.24,79,683) Out of the above legal cases for Rs.10,82,904/-(Previous Year Rs,10,82,904/-)m field by the company are pending Income Tax Matters under appeal.

v. Figures for the previous year have been regrouped rearranged wherever considered necessary.