Keystone Realtors Ltd. ಖಾತೆಯ ಉಪಯುಕ್ತ ಮಾಹಿತಿ
(p) Provisions and contingent liabilitiesProvisions
Provisions are recognized when there is a present
legal or constructive obligation as a result of a past
events, it is probable that an outflow of resources
embodying economic benefits will be required to
settle the obligation and there is a reliable estimate
of the amount of the obligation. Provisions are not
recognised for future operating losses.
Provisions are measured at the present value of
managementâs best estimate of the expenditure
required to settle the present obligation at the end
of the reporting period. If the effect of the time value
of money is material, provisions are determined by
discounting the expected future cash flows at a pre¬
tax rate that reflects current market assessments of
the time value of money and the risks specific to the
liability. Where discounting is used, the increase in the
provision due to the passage of time is recognised as
an interest expense.
Contingent liabilities are disclosed when there
is a possible obligation arising from past events,
the existence of which will be confirmed only by
the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control
of the Company, or a present obligation that arises
from past events where it is either not probable that
an outflow of resources will be required to settle
the obligation or a reliable estimate of the amount
cannot be made.
(i) Short term obligations
Liabilities for wages and salaries, including non¬
monetary benefits that are expected to be settled
wholly within period of operating cycle after the
end of the period in which the employees render
the related service are recognised in respect of
employeesâ services up to the end of the reporting
period and are measured at the amounts expected
to be paid when the liabilities are settled.
(ii) Other long term employee benefit
obligations
The liabilities for earned leave are not expected to be
settled wholly within period of operating cycle after
the end of the period in which the employees render
the related service. They are therefore measured as
the present value of expected future payments to be
made in respect of services provided by employees
up to the end of the reporting period using the
projected unit credit method. The benefits are
discounted using the market yields at the end of the
reporting period that have terms approximating to
the terms of the related obligation. Remeasurements
as a result of experience adjustments and changes in
actuarial assumptions are recognised in profit or loss.
The obligations are presented as current liabilities in
the balance sheet if the Company does not have an
unconditional right to defer settlement for at least
twelve months after the reporting period, regardless
of when the actual settlement is expected to occur.
(iii) Post-employment obligations
The Group operates the following post-employment
schemes:
¦ defined benefit plan i.e. gratuity.
¦ defined contribution plans such as provident
fund.
Gratuity obligations
The liability or asset recognised in the consolidated
balance sheet in respect of defined benefit gratuity
plan is the present value of the defined benefit
obligation at the end of the reporting period less
the fair value of plan assets. The defined benefit
obligation is calculated annually by actuaries using
the projected unit credit method.
The present value of the defined benefit obligation
is determined by discounting the estimated future
cash outflows by reference to market yields at the
end of the reporting period on government bonds
that have terms approximating to the terms of the
related obligation.
The net interest cost is calculated by applying the
discount rate to the net balance of the defined
benefit obligation and the fair value of plan assets.
This cost is included in employee benefits expense in
the standalone statement of profit and loss.
Remeasurement gains and losses arising from
experience adjustments and changes in actuarial
assumptions are recognised in the period in which
they occur, directly in other comprehensive income.
They are included in retained earnings in the
standalone statement of changes in equity and in the
standalone balance sheet.
Changes in the present value of the defined benefit
obligation resulting from plan amendments or
curtailments are recognised immediately in profit or
loss as past service cost.
Defined contribution plans
The Company pays provident fund, ESIC, etc.
contributions to publicly administered provident
funds and other funds as per local regulations. The
Company has no further payment obligation once
the contributions have been paid. The contributions
are accounted for as defined contribution plans
and the contributions are recognised as employee
benefits expense when they are incurred.
(iv) Employee options
The fair value of options granted under the Rustomjee
Employee Stock Option Plan 2022 is recognised as
an employee benefits expense with a corresponding
increase in equity. The total amount to be expensed
is determined by reference to the fair value of the
options granted:
⢠including any market performance conditions
(e.g. the entityâs share price).
⢠excluding the impact of any service and non¬
market performance vesting conditions (e.g.
profitability, sales growth targets and remaining
an employee of the entity over a specified time
period).
⢠including the impact of any non-vesting
conditions (e.g. the requirement for employees
to save or hold shares for a specific period of
time).
The total expense is recognised over the vesting
period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the
end of each period, the entity revises its estimates
of the number of options that are expected to
vest based on the non-market vesting and service
conditions. It recognises the impact of the revision
to original estimates, if any, in profit or loss, with a
corresponding adjustment to equity.
For Group transactions involve repayment
arrangements that require one group entity to pay
another group entity for the provision of the share-
based payments to the suppliers of goods or services.
In such cases, the entity that receives the goods or
services shall account as a cash-settled share-based
payment transaction.
Where shares are forfeited due to a failure by the
employee to satisfy the service conditions, any
expenses previously recognised in relation to such
shares are reversed effective from the date of the
forfeiture.
(v) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
⢠The profit attributable to owners of respective
class of equity shares of the Company.
⢠By the weighted average number of equity
shares (respective class wise) outstanding during
the financial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in
the determination of basic earnings per share to take
into account:
⢠the after income tax effect of interest and other
financing costs associated with dilutive potential
equity shares, and
⢠the weighted average number of additional
equity shares that would have been outstanding
assuming the conversion of all dilutive potential
equity shares.
NOTE 1C: OTHER ACCOUNTING POLICIES
(a) Segment reporting
Operating segments are reported in a manner
consistent with the internal reporting provided to the
chief operating decision maker (CODM).
The Board of Directors of the Company has been
identified as being the CODM as they assesses the
financial performance and position of the Company,
and makes strategic decisions.
(b) Foreign currency translation
(i) Functional and presentation currency
Items included in the standalone financial
statements of the company are measured using the
currency of the primary economic environment in
which the entity operates (''the functional currency'').
The standalone financial statements are presented
in Indian rupee (INR), which is the functional and
presentation currency of the Company.
(ii) Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates at the
dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such
transactions and from the translation of monetary
assets and liabilities denominated in foreign
currencies at year end exchange rates are generally
recognised in profit or loss. A monetary item for which
settlement is neither planned nor likely to occur in
the foreseeable future is considered as a part of the
entity''s net investment in that foreign operation.
(c) Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue
of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
(d) Dividend
Provision is made for the amount of any dividend
declared, being appropriately authorised and no
longer at the discretion of the entity, on or before the
end of the reporting period but not distributed at the
end of the reporting period.
(e) Rounding of amounts
All amounts disclosed in the standalone financial
statements and notes have been rounded off to the
nearest Lakh, unless otherwise stated. Amount below
rounding off norms adopted by the Company has
been represented by *.
NOTE 1D: CHANGES IN ACCOUNTING
POLICIES AND DISCLOSURES
New and amended standards adopted by
the Company
(a) Classification of Liabilities as Current or
Non-current and Non-current Liabilities with
Covenants - Amendments to Ind AS 1
As a result of the adoption of the amendments to Ind
AS 1, the company changed its accounting policy for
the classification of borrowings.
Borrowings are classified as current liabilities unless,
at the end of the reporting period, the Company has
a right to defer settlement of the liability for at least
12 months after the reporting period.
Covenants that the company is required to comply
with, on or before the end of the reporting period,
are considered in classifying loan arrangements with
covenants as current or non-current. Covenants that
the company is required to comply with after the
reporting period do not affect the classification.
This new policy did not result in a change in the
classification of borrowings. The company did
not make retrospective adjustments as a result of
adopting the amendments to Ind AS 1.
(b) Supplier Finance Arrangements -
Amendments to Ind AS 7 and Ind AS 107
The Company did not entered into any supplier
finance arrangement, accordingly the new disclosures
for liabilities under supplier finance arrangements is
not applicable to the company.
(c) International Tax Reform - Pillar Two Model
Rules - Amendments to Ind AS 12
The Company is not within the scope of the OECD
Pillar Two Model Rules, as Pillar Two legislation has
not yet been enacted in any of the jurisdictions in
which the company operates.
(d) Lack of Exchangeability - Amendments to
Ind AS 21
The amended Ind AS 21 have added requirements
to help entities to determine whether a currency is
exchangeable into another currency, and the spot
exchange rate to use where it is not.
These amendments did not have any material impact
on the amounts recognised in prior periods and are
not expected to significantly affect the current or
future periods.
New standards or amendments not yet
adopted
Classification of Liabilities as Current or Non¬
current and Non-current Liabilities with Covenants
- Amendments to Ind AS 1 - This amendment also
includes specific provisions that will take effect for
reporting periods beginning on or after 1 April 2026,
as outlined below.
Under the existing Ind AS 1, where there is a breach of
a material provision of a long-term loan arrangement
on or before the end of the reporting period with
the effect that the liability becomes payable on
demand on the reporting date, the entity does not
classify the liability as current, if the lender agreed,
after the reporting period and before the approval
of the financial statements for issue, not to demand
payment as a consequence of the breach.
However, the amended requirements stipulate that
entities will no longer be permitted to consider lender
waivers that are granted after the reporting date but
before the financial statements are approved for the
purpose of classification of loans. This amendment is
required to be applied retrospectively in accordance
with Ind AS 8. The Company does not expect this
amendment to have an impact on its operations or
financial statements
NOTE 2: CRITICAL ESTIMATES AND
JUDGEMENTS
The preparation of standalone financial statements
requires the use of accounting estimates which,
by definition, will seldom equal the actual results.
Management also needs to exercise judgment in
applying the Companyâs accounting policies. This
note provides an overview of the areas that involved
a higher degree of judgment or complexity, and of
items which are more likely to be materially adjusted
due to estimates and assumptions turning out to be
different than those originally assessed:
⢠Revenue Recognition (Refer Note 1B(a) above)
Revenue from sale of real estate inventory
is recognised at a point in time or over the
period based on the contract entered with the
customers.
⢠Evaluation of net realisable value of inventories
(Refer Note 1B(g) above) Inventories comprising
of finished goods and construction work-in
progress are valued at lower of cost and net
realisable value. Net Realisable value is based
upon the estimates of the management. The
effect of changes, if any, to the estimates is
recognised in the Financial Statements for the
period in which such changes are determined.
⢠Impairment losses on Investments and
Impairment of financial assets (Refer
Note 1B(d) and 1B(h) above) In assessing
impairment, management estimates the
recoverable amounts of Investments based on
expected future cash flows and uses an interest
rate to discount them. Estimation uncertainty
relates to assumptions about future cash flows
and the determination of a suitable discount
rate. For financial assets, as at each balance sheet
date, based on historical default rates observed
over expected life, the management assesses
the expected credit loss on outstanding financial
assets.
Estimation of fair value
The Company carries out independent valuation for its investment properties at least annually. The best
evidence of fair value is current prices in an active market for similar properties. Where such information is not
available, the Company considers information from a variety of sources including:
(a) current prices in an active market for properties of different nature or recent prices of similar properties in
less active markets, adjusted to reflect those differences
(b) discounted cash flow projections based on reliable estimates of future cash flows
(c) capitalised income projections based upon a propertyâs estimated net market income, and a capitalisation
rate derived from an analysis of market evidence.
The fair values of investment properties have been determined by an independent registered valuer. The
main inputs used are discounted cash flow projections based on reliable estimates of future cash flows. All
resulting fair value estimates for investment properties are included in level 3.
Impairment testing of goodwill
In accordance with Ind-AS 36, goodwill is reviewed, at least annually, for impairment. The recoverable amount
is estimated as the higher of the CGUâs fair value less cost to sell, or its value in use. Directly observable market
prices rarely exist for the Companyâs assets, however, fair value may be estimated based on recent transactions
on comparable assets, internal models used by the Company for transactions involving the same type of
assets or other relevant information. Calculation of value in use is a discounted cash flow calculation based
on continued use of the assets in its present condition, excluding potential exploitation of improvement or
expansion potential.
These projected cash flows are discounted to the present value using a Cost of Equity (discount rate). The
discount rate is commensurate with the risk inherent in the projected cash flows and reflects the rate of return
required by an investor in the current economic conditions.
The Company uses specific revenue growth assumptions for each reporting unit based on history and economic
conditions.
As a result of goodwill impairment test for the year mentioned above, no goodwill impairment was identified
as the recoverable value of the CGUs to whom goodwill was allocated exceeded their carrying amounts at all
the periods reported above.
Impact of possible changes in key assumptions
The Management believes that no reasonably possible change in any of the above key assumptions would
cause the recoverable amount to fall below the carrying value of any of the CGU having allocated goodwill.
Nature and purpose of other reserves:
Securities premium reserve
Securities premium is used to record the premium on issue of shares. This is utilised in accordance with the
provision of the Companies Act, 2013.
Capital Reserve
Capital reserve is created out of profits or gains of a capital nature. The capital reserve is available for utilisation
against capital purpose and are not available for distribution of dividend.
General Reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend to general
reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not
required under the Companies Act, 2013.
Employee stock option outstanding
The share options outstanding account is used to recognise the grant date fair value of options issued to
employees under Rustomjee Employee stock option plan.
Nature of security and terms of repayment
for secured borrowings:
i) Debentures
(a) Fully paid up, senior, secured, redeemable,
listed, rated, Non convertible debentures (listed
NCDs) amounting to INR 33,305 (March 31,
2025: Nil)
The Debentures and the Secured Obligations and
the performance by the Company and the Security
Provider of their respective obligations in relation
thereto, shall be secured by the Security in favour of
the Debenture Trustee acting for and on behalf of
and for the benefit of the Debenture Holders, in the
following manner:
(i) a first ranking exclusive charge by the Security
Provider, over the Real Gem Buildtech Private
Limited (RGBPL) Secured Properties;
(ii) a first ranking exclusive charge by the Company
over the Debenture Redemption Account, ISRA
and ISRA Amount.
The Secured Obligations shall be secured by an
irrevocable and unconditional corporate guarantee
by RGBPL pursuant to the Deed of Guarantee.
The Security created by or pursuant to the respective
Security Documents shall be a continuing security and
shall remain in full force and effect notwithstanding
any intermediate payment or statement of account
or other matter.
Terms of repayment along with interest charged
is as follows:
(i) subject to the Put Option, Call Option and
Mandatory redemption date, the date falling on
the expiry of 3 (three) years from the Deemed
Date of Allotment, on which all Debentures
are redeemed and the Secured Obligations
in relation thereto are duly and fully satisfied
and discharged by the Issuer, to the complete
satisfaction of the Debenture Trustee, as
notified in writing by the Debenture Trustee in
accordance with the terms and conditions of the
Transaction Documents and more particularly
set out in Deed.
(ii) the NCDs carried interest rate of 9.50% p.a.
payable quarterly.
(b) Redeemable non-convertible debentures
(NCDs) amounting to INR 5,003 (March 31, 2025:
INR 3,000)
(i) First charge by way of equitable mortgage over
Development Rights of the Property.
(ii) First pari-passu charge by way of hypothecation
on the Escrow Account of the Project.
(iii) First pari-passu charge by way of hypothecation
on the future Scheduled Receivables of the
Project and all insurance proceeds, both present
and future.
(iv) First charge on the ISRA and on all monies
credited/deposited therein (in whatever form the
same may be), and all investments in respect
thereof (in whatever form the same may be).
Terms of repayment along with interest charged
is as follows:
(i) the NCDs are repayable in bullet payment at the
end of 36 months from date of allotment
(ii) the term loan carried interest rate of 12% p.a.
payable monthly.
ii) Term loans from banks and other parties
(a) Term loan (TL-1) from Axis Bank Limited
amounting to Nil (March 31, 2025: INR 4,553),
ICICI Bank Limited amounting to Nil (March
31, 2025: INR 10,056) and Aditya Birla Finance
Limited amounting to Nil (March 31, 2025: INR
4,907) is secured against
(i) Pari Passu charge by way of mortgage of
immovable property i.e. the units and 3 specific
units of BR in the project including proportionate
undived share of land.
(ii) Pari Passu charge by way of mortgage on all
other project assets entire
(iii) Pari Passu charge on cash flows including
present and future receivables in the project
through an escrow mechanism
(iv) Pari passu charge on the development rights
and all other project documents
(v) Pari Passu charge over Interest Service Reserve
account
Terms of repayment along with interest charged
is as follows:
(i) the loan is repayable in 3.5 years quarterly
installment including moratorium period of 18
months.
(ii) The loan carries interest rate linked to Axis Bank
Limited 6 months MCLR 1.40%. Effective
interest rate as at March 31, 2025 is 10.70%.
(b) Term loan from ICICI Bank Limited amounting
to INR 6,464 (March 31, 2025: Nil) is secured
against:
(i) Exclusive charge by way of registered mortgage
on the development rights of the project
Balmoral.
(ii) Exclusive charge by way of registered mortgage
on the Project Balmoral excluding the sold
units and Secured units, but including any
cancellations.
(iii) Exclusive charge by way of registered mortgage
on the future Scheduled Receivables of the
Project Balmoral and all insurance proceeds,
both present and future.
(iv) Exclusive charge by way of registered mortgage
on security of all rights, title, interest, claims,
benefits, demands under the Project Documents
of the Project both present and future.
(v) Exclusive charge by way of registered mortgage
on the Escrow Account/s of the Project Balmoral
and the DSR Account all monies credited/
deposited therein (in whatever form the same
may be), and all investments in respect thereof
(in whatever form the same may be).
Terms of repayment along with interest charged
is as follows:
(i) the loan is repayable in 18 monthly installments
commencing from the 43rd months from the
date of first disrbursement.
(ii) The Term loan carries interest rate linked to ICICI
Bank Limited MCLR "spread". Effective interest
rate as at March 31, 2026 is 9.48%.
(c) Term loan from ICICI Bank Limited amounting
to INR 5,776 (March 31, 2025: Nil) is secured
against:
(i) Exclusive charge by way of registered mortgage
on the development rights of the project Ozone.
(ii) Exclusive charge by way of registered mortgage
on the Project Ozone phase II.
(iii) Exclusive charge by way of registered mortgage
on the future Scheduled Receivables of the
Project Ozone and all insurance proceeds, both
present and future.
(iv) Exclusive charge by way of registered mortgage
on security of all rights, title, interest, claims,
benefits, demands under the Project Documents
of the Project both present and future.
(v) Exclusive charge by way of registered mortgage
on the Escrow Account/s of the Project Ozone
and the DSR Account all monies credited/
deposited therein (in whatever form the same
may be), and all investments in respect thereof
(in whatever form the same may be)."
Terms of repayment along with interest charged
is as follows:
(i) the loan is repayable in 6 monthly installments
commencing from the 25th months from the
date of first disrbursement.
(ii) The Term loan carries interest rate linked to ICICI
Bank Limited MCLR "spread". Effective interest
rate as at March 31, 2026 is 9.32%.
iii) Cash credit and overdraft facilities
(a) The overdraft facility availed from Axis Bank
Limited amounting to Nil (March 31, 2025: INR
882) is secured by same securities as that of
the term loan as on March 31, 2026. (refer point
25(ii)(a))
Interest rate is as follows:
The facility carries interest rate linked to Axis Bank
Limited 6 months MCLR 1.40%.
(b) The overdraft facility availed from ICICI Bank
Limited amounting to INR 1,179 (March 31,
2025: Nil) is secured by same securities as that of
the term loan as on March 31, 2026. (refer point
25(ii)(c))
Interest rate is as follows:
The overdraft facility carries interest rate linked to
ICICI Bank Limited MCLR "spread". Effective interest
rate as at March 31, 2026 is 9.30%.
(c) The overdraft facility availed from ICICI Bank
Limited amounting to INR 622 (March 31, 2025:
Nil) is secured by same securities as that of the
term loan as on March 31, 2026. (refer point
25(ii)(c))
Interest rate is as follows:
The overdraft facility carries interest rate linked to
ICICI Bank Limited MCLR "spread". Effective interest
rate as at March 31, 2026 is 9.25%.
iv) Vehicle loan
Vehicle loan amounting to INR 250 (March 31,
2025: INR 350) is secured against:
Vehicle Loan I is taken from ICICI bank INR 38 (March
31, 2025: INR 57) and repayable in 60 monthly
installment of INR 1.79 including interest @ 8.65%
p.a.
Vehicle Loan II is taken from HDFC bank INR 61
(March 31, 2025: INR 84) and repayable in 60
monthly installment of INR 2.48 including interest @
8.40% p.a.
Vehicle Loan III is taken from Mercedez-Benz
Financial Services INR 65 (March 31, 2025: INR 103)
and repayable in 48 monthly installment of INR 3.48
including interest @ 8.27% p.a.
Vehicle Loan IV is taken from Bank of Baroda INR
86 (March 31, 2025: INR 107) and repayable in 60
monthly installment of INR 2.68 including interest @
8.85% p.a.
These loans are secured by underlying assets against
which these loans have been obtained, refer note 53.
v) Unsecured Loans and advances from related
parties and others
Loan from related parties are interest free.
The carrying amounts of financial and non-financial
assets pledged as security for current and non¬
current borrowings are disclosed in note 53.
For Liabilities from financing activities refer note 47.
This section explains the judgements and estimates
made in determining the fair values of the financial
instruments that are measured at amortised cost
and for which fair values are disclosed in the financial
statements.
Level 1: Level 1 hierarchy includes financial
instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are
not traded in an active market (for example, traded
bonds, over-the-counter derivatives) is determined
using valuation techniques which maximise the use
of observable market data and rely as little as possible
on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable,
the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not
based on observable market data, the instrument is
included in level 3.
The fair values of investment in debentures and
borrowings, security deposits, long term deposits
with bank, trade payable, corpus, security deposit
towards rented premises with original maturity of
more than 12 months are calculated based on cash
flows discounted using a current lending rate. They
are classified as level 3 fair values in the fair value
hierarchy due to the inclusion of unobservable inputs
including counterparty credit risk.
The finance department of the Company includes
a team that performs the valuations of financial
assets and liabilities required for financial reporting
purposes, including level 3 fair values.
NOTE 43 - FINANCIAL RISK MANAGEMENT
The Companyâs activities expose it to a variety of
financial risks namely credit risk, liquidity risk and
market risk. The Companyâs focus is to foresee the
unpredictability of financial markets and seek to
minimise potential adverse effects on its financial
performance.
Credit risk is the risk of financial loss to the Company
if a customer or counter-party fails to meet its
contractual obligations. The Company is exposed
to credit risk from investment in debentures, loans,
deposits with banks and financial institutions.
Trade receivables
Trade receivables are generally unsecured and are
derived from revenue earned from customers. Credit
risks related to receivables resulting from sale of
inventories is managed by requiring customers to
pay the dues before transfer of possession, therefore,
substantially eliminating the Companyâs credit risk in
this respect. I n case of cancellation of sales agreement
by the customer, the company shall be entitled to sell
and transfer the premises to another customer, forfeit
and appropriate into itself an amount equivalent
to (a) 10% (ten percent) of the Sale Consideration
and (b) the actual loss to occur on the resale of the
premises to the new customer. Historical experience
of collecting receivables of the company is supported
by low level of past default and hence the credit risk
is perceived to be low.
Other financial assets
The Company has assessed for its other financial
assets namely loans, interest receivable, security
deposits, deposits recoverable from land owners and
housing societies, receivable from JV Partner, Bank
balances other than cash and cash equivalents and
other receivable as high quality, negligible credit risk.
The Company periodically monitors the recoverability
and credit risks of its financial assets. The Company
evaluates 12 month expected credit losses for all the
financial assets for which credit risk has not increased.
In case credit risk has increased significantly, the
Company considers lifetime expected credit losses
for the purpose of impairment provisioning.
Liquidity is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a
reasonable price. Company''s objective is to, at all time maintain optimum levels of liquidity to meet its financial
obligations. The Company manages liquidity risk by maintaining sufficient cash and cash equivalents and by
having access to funding through an adequate amount of committed credit lines. In addition, processes and
policies related to such risks are overseen by senior management.
(iii) 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 of two types of risk: interest rate risk and currency risk.
Financial instruments affected by market risk include borrowings and creditors for capital expenditure.
(a) Foreign 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 not materially exposed to any foreign exchange risk during
the reporting periods.
(b) Interest 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 risk of changes in market rate is limited to
borrowings (excluding vehicle loans and non-convertible debentures) which bear floating interest rate.
The Companyâs fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest
rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate
because of a change in market interest rates.
The Company manages interest rate risk by having a balanced portfolio of fixed and variable rate borrowings.
The exposure of the Companyâs borrowing to interest rate changes at the end of the reporting period is as
follows:
(b) Sensitivity
Profit or loss is sensitive to higher/lower interest expense as a result of changes in interest rates. A 100
basis point increase or decrease is used when reporting interest rate risk internally to key management
personnel and represents managementâs assessment of the reasonably possible change in interest rates.
With all other variables held constant, the Companyâs profit before tax will be impacted by a change in
interest rate as follows:
For the purpose of the Companyâs capital management, capital includes issued equity capital and all other
equity reserves attributable to the equity holders of the Parent, non-controlling interest and borrowings
(including interest accrued and lease liability).
The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern
and to optimise returns for it''s shareholders. The capital structure of the Company is based on managementâs
judgment of the appropriate balance of key elements in order to meet its strategic and day-to-day needs.
The Company monitors the capital structure on the basis of debt to equity ratio and maturity profile of the
overall debt portfolio of the Company.
The Company considers the amount of capital in proportion to risk and manages the capital structure in light
of changes in economic conditions and the risk characteristics of the underlying assets.
The Companyâs aim is to translate profitable growth to superior cash generation through efficient capital
management. The Company''s policy is to maintain a stable and strong capital structure with a focus on total
equity so as to maintain investor, creditors and market confidence and to sustain future development and
growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its
capital structure.
The leave obligations cover the Company''s liability for casual, sick and earned leave are based on Acturial
valuation.
The amount of the provision of INR 696 (March 31, 2025: INR 805) is presented as current, since the Company
does not have an unconditional right to defer settlement for any of these obligations. However, based on past
experience, the Company does not expect all employees to take the full amount of accrued leave or require
payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or
paid within the next 12 months.
(ii) Defined contribution plans
The Company has certain defined contribution plans. Contributions are made to provident fund in India for
employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered
provident fund administered by the government. The obligation of the Company is limited to the amount
contributed and it has no further contractual nor any constructive obligation. During the year, the Company has
recognised INR 421 (March 31, 2025: INR 323) in the standalone statement of profit and loss or construction
work-in-progress.
(iii) Post employment obligations
Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees
who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on
retirement/termination is the employees last drawn basic salary per month computed proportionately for 15
days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company
makes contributions to recognised funds in India. The Company does not fully fund the liability and maintains
a target level of funding to be maintained over a period of time based on estimations of expected gratuity
payments.
The above sensitivity analysis is based on a change in
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 as when
calculating the defined benefit liability recognised in
the balance sheet.
The methods and types of assumptions used in
preparing the sensitivity analysis did not change
compared to the prior period.
(v) The major categories of plan assets are
as follows:
The plan asset for the funded gratuity plan is
administered by Life Insurance Corporation of India
(''LIC'') as per the investment pattern stipulated for
Pension and Group Schemes fund by Insurance
Regulatory and Development Authority regulations
i.e. 100% of plan assets are invested in insurer
managed fund. Quoted price of the same is not
available in active market.
Through its defined benefit plans, the Company is
exposed to a number of risks, the most significant of
which are detailed below:
Interest rate risk: A fall in the discount rate which is
linked to the government securities rate will increase
the present value of the liability requiring higher
provision. A fall in the discount rate generally increases
the mark to market value of the assets depending on
the duration of asset.
Salary risk: The present value of the defined benefit
plan liability is calculated by reference to the future
salaries of members. As such, an increase in the
salary of the members more than assumed level will
increase the plan''s liability.
Investment risk: The present value of the defined
benefit plan liability is calculated using a discount rate
which is determined by reference to market yields
at the end of the reporting period on government
bonds. If the return on plan asset is below this rate,
it will create a plan deficit. Currently, for the plan in
India, it has a relatively balanced mix of investments in
government securities, and other debt instruments.
Asset liability matching risk (ALM risk): The plan faces the ALM risk as to the matching cash flow. Since the
plan is invested in lines of rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only,
plan does not have any longevity risk.
Concentration risk: Plan is having a concentration risk as all the assets are invested with the insurance Company
and a default will wipe out all the assets. Although probability of this is very less as insurance companies have
to follow regulatory guidelines.
(vii) Defined benefit liability and employer contributions
Expected contributions to post-employment benefit plans for the year ending March 31, 2026 is INR 270
(March 31, 2025: INR 131).
On November 21, 2025, the Government of India notified the four consolidated Labour Codes, replacing
multiple existing Labour laws. Based on the draft rules and available guidance, the Company has assessed
the impact of the changes in accordance with Ind AS 19 and based on actuarial valuation, has recognised an
increase in gratuity liability arising due to application of the New Labour Codes as a past service cost of ^ 347
Lakh under Employee benefit expenses in the financial statements for the year ended March 31, 2026. The
Company will continue to monitor the finalisation of the relevant Central and State Rules and will account for
any additional impacts in the period in which such Rules or clarifications are notified.
(viii) Employee stock option plan
The establishment of the Rustomjee Employee Stock Option Plan 2022 was approved by the Keystone Realtors
Limited Shareholders on 11th May 2022. Participation in the plan is at the Keystone Realtors Limited Boardâs
discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed
benefits.
Once vested, the options remain exercisable for a period of four years. When exercisable, each option is
convertible into one equity share.
Stock options exercisable as at March 31, 2026
is 629,605 with Weighted average remaining
contractual life of options outstanding at end of
period is 3.00.
Weighted average remaining contractual life of
options outstanding at end of period is 4.10.
Fair value of options granted
The fair value at grant date is independently
determined using the Black-Scholes Model which
takes into account the exercise price, the term of the
option, the share price at grant date and expected
price volatility of the underlying share, the expected
dividend yield and the risk-free interest rate for the
term of the option.
The model inputs for options granted during the year
ended March 31, 2026 includes:
Grant -1
a) Vested options are exercisable for a period of four
years after vesting.
b) exercise price: INR 480 (in absolute)
c) grant date: August 01, 2022
d) share price at grant date: INR 499.34 (in absolute)
e) expected price volatility of the companyâs shares:
43%
f) Dividend yield: 0%
g) risk-free interest rate: 6.95% to 7.27%
Grant -2
a) Vested options are exercisable for a period of
three years after vesting.
b) exercise price: INR 480 (in absolute)
c) grant date: October 18, 2023
d) share price at grant date: INR 562.95 (in absolute)
e) expected price volatility of the companyâs shares:
43%
f) Dividend yield: 0%
g) risk-free interest rate: 7.45% to 7.49%
Grant -3
a) For one employee - Total vesting period shall be
2 years from the date of grant. Vesting pattern in
50% in Year 1 and 50% in Year 2.
For Others - 100% options shall vest in Year 1.
b) exercise price: INR 10 (in absolute)
c) grant date: August 01, 2024
d) share price at grant date: INR 717.97 (in absolute)
e) expected price volatility of the companyâs shares:
38%
f) Dividend yield: 0%
g) risk-free interest rate: 6.79%
Grant -4
a) Vested options are exercisable in a year after
vesting.
b) exercise price: INR 10 (in absolute)
c) grant date: September 19, 2024
d) share price at grant date: INR 695.43 (in absolute)
e) expected price volatility of the companyâs shares:
38%
f) Dividend yield: 0%
g) risk-free interest rate: 6.94% to 6.95%
Grant -5
a) Total vesting period shall be 3 years from the
date of grant. .Vesting pattern is 25% in Year 1,
37.50% in Year2 and 37.50% in Year 3.
b) exercise price: INR 10 (in absolute)
c) grant date: May 07, 2025
d) share price at grant date: INR 496.03 (in absolute)
e) expected price volatility of the companyâs shares:
38%
f) Dividend yield: 0&
g) risk-free interest rate: 6.18% to 6.22%
Grant -6
a) 100% options shall vest in a year or as provided
by the company.
b) exercise price: INR 10 (in absolute)
c) grant date: August 01, 2025
d) share price at grant date: INR 617.88 (in absolute)
e) expected price volatility of the companyâs shares:
38%
f) Dividend yield: 0%
g) risk-free interest rate: 5.97% to 6.28%
Grant -7
a) Vested options are exercisable in a year after
vesting.
b) exercise price: INR 10 (in absolute)
c) grant date: August 20, 2025
d) share price at grant date: INR 640.75 (in absolute)
e) expected price volatility of the companyâs shares:
38%
f) Dividend yield: 0%
g) risk-free interest rate: 6.11%
Grant -8
a) Total vesting period shall be 4 years from the
date of grant.Vesting pattern is 20% in year 1 and
year 2 and 30% in year 3 and year 4.
b) exercise price: INR 10 (in absolute)
c) grant date: January 19, 2026
d) share price at grant date: INR 487.92 (in absolute)
e) expected price volatility of the companyâs shares:
38%
f) Dividend yield: 0%
g) risk-free interest rate: 6.22% to 6.77%
Grant -9
a) Total vesting period shall be 4 years from the
date of grant.Vesting pattern is 20% in year 1 and
year 2 and 30% in year 3 and year 4.
b) exercise price: INR 10 (in absolute)
c) grant date: February 18, 2026
d) share price at grant date: INR 449.17 (in absolute)
e) expected price volatility of the companyâs shares:
38%
f) Dividend yield: 0%
g) risk-free interest rate: 6.12% to 6.64%
The expected price volatility is based on the historic
volatility (based on the remaining life of the options),
adjusted for any expected changes to future volatility
due to publicly available information.
The Board of directors (BOD) is the Companyâs
chief operating decision-maker. Management has
determined the operating segments based on the
information reviewed by the BOD for the purposes
of allocating resources and assessing performance.
Presently, the Company is engaged in only one
segment viz ''Real estate and allied activities'' and
there is no separate reportable segment as per Ind
AS 108 ''Operating Segments''.
(a) Information about product and services - The
Company operates is a single category viz Real
estate and allied activities.
(b) Information in respect of geographical area - The
Company has operations within India.
(c) Information about major customer - None of the
customer contribute to more than 10% of total
revenue of the Company.
Non-current assets excluding financial assets, current
tax assets and deferred tax assets amounting to
INR 6169 (March 31, 2025: INR 7,212) are located
entirely in India.
Terms and conditions
Transactions were done in ordinary course of business and on normal terms and conditions
Outstanding balances are unsecured and repayable in cash. Loan to related parties are interest free except
for loan to Imperial Infradevelopers Private Limited, Riverstone Education Academy Private Limited, Keyvihar
Realtors Private Limited, Keymeadows Realtors Private Limited, Keymidtown Developers Private Limited,
Keyamoura Realtors Private Limited and Real Gem Buildtech Private Limited which carries interest rate of 9%
-18%. The purpose for which loans are given (futherance of business) are not considered prejudicial to the
company''s interest.
2. The Company has evaluated the impact of the Supreme Court (SC) judgement dated February 28, 2019
in case of "Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West
Bengal" and the related circular (Circular No. C-I/I(33)2019/Vivekananda Vidya Mandir/284) dated March
20, 2019 issued by the Employeesâ Provident Fund Organisation in relation to non-exclusion of certain
allowances from the definition of "basic wages" of the relevant employees for the purposes of determining
contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act,
1952. In the assessment of the management which is supported by legal advice, the Company believes
that the aforesaid judgement does not have material impact on the Company. The Company will continue
to monitor and evaluate its position based on future events and developments.
3. The Company has ongoing disputes with direct tax authorities relating to tax treatment of certain items.
These mainly include timing difference of expenses claimed, tax treatment of certain items of income/
expense, etc.
4. There are pending litigations relating to input tax credit matters including interest, penalties and exemption
availment.
5. Company is involved in certain legal and civil claims.
Significant judgement: classification of joint arrangements
The company has entered into Partnership firms/Association of person whose legal form confers separation
between the parties to the joint arrangement and the Company itself. Also, as per the contractual arrangements,
the parties to the joint arrangement have rights to the assets, and obligations for the liabilities, relating to the
arrangement. Accordingly the Joint arrangements have been identified as Joint controlled entities.
Financial impact of joint controlled entities
The Company accounts for assets, liabilities,
revenue and expenses relating to its interest in joint
controlled entities based on the internal agreements/
arrangements entered into between the parties to
the joint arrangements for execution of projects.
Accordingly the Company has recognised revenue
from operations INR 317 (March 31, 2025: INR 297),
total expenditure (including tax) INR 388 (March 31,
2025: INR 476), total assets as at March 31, 2026: INR
6,712 (March 31, 2025: INR 7,051), total liabilities as
at March 31, 2026: INR 5,599 (March 31, 2025: INR
4,605) and loss of March 31, 2026: INR 30 (March 31,
2025: INR 36).
NOTE 56 - MERGER OF KEY FORTUNE
RELATORS PRIVATE LIMITED
During the previous year ended March 31, 2025, the
Scheme o
(p) Provisions and contingent liabilities
Provisions
Provisions are recognized when there is a present legal
or constructive obligation as a result of a past events,
it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation
and there is a reliable estimate of the amount of the
obligation. 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. If the effect of the time value of money is material,
provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and the
risks specific to the liability. Where discounting is used,
the increase in the provision due to the passage of time is
recognised as an interest expense.
Contingent liabilities
Contingent liabilities are disclosed when there is a
possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non¬
occurrence of one or more uncertain future events not
wholly within the control of the Company, or a present
obligation that arises from past events where it is either
not probable that an outflow of resources will be required
to settle the obligation or a reliable estimate of the amount
cannot be made.
(q) Employee benefits
(i) Short term obligations
Liabilities for wages and salaries, including non-monetary
benefits that are expected to be settled wholly within
period of operating cycle after the end of the period in
which the employees render the related service are
recognised in respect of employees'' services up to the end
of the reporting period and are measured at the amounts
expected to be paid when the liabilities are settled.
(ii) Other long term employee benefit obligations
The liabilities for earned leave are not expected to be
settled wholly within period of operating cycle after the
end of the period in which the employees render the
related service. They are therefore measured as the
present value of expected future payments to be made
in respect of services provided by employees up to the
end of the reporting period using the projected unit credit
method. The benefits are discounted using the market
yields at the end of the reporting period that have terms
approximating to the terms of the related obligation.
Remeasurements as a result of experience adjustments
and changes in actuarial assumptions are recognised in
profit or loss. The obligations are presented as current
liabilities in the balance sheet if the Company does not
have an unconditional right to defer settlement for at least
twelve months after the reporting period, regardless of
when the actual settlement is expected to occur.
(iii) Post-employment obligations
The Group operates the following post-employment
schemes:
¦ Defined benefit plan i.e. gratuity.
¦ Defined contribution plans such as provident fund.
Gratuity obligations
The liability or asset recognised in the consolidated
balance sheet in respect of defined benefit gratuity plan is
the present value of the defined benefit obligation at the
end of the reporting period less the fair value of plan assets.
The defined benefit obligation is calculated annually by
actuaries using the projected unit credit method.
The present value of the defined benefit obligation is
determined by discounting the estimated future cash
outflows by reference to market yields at the end of the
reporting period on government bonds that have terms
approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount
rate to the net balance of the defined benefit obligation
and the fair value of plan assets. This cost is included in
employee benefits expense in the standalone statement
of profit and loss.
Remeasurement gains and losses arising from experience
adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in
other comprehensive income.
They are included in retained earnings in the standalone
statement of changes in equity and in the standalone
balance sheet.
Changes in the present value of the defined benefit
obligation resulting from plan amendments or curtailments
are recognised immediately in profit or loss as past service
cost.
Defined contribution plans
The Company pays provident fund, ESIC, etc. contributions
to publicly administered provident funds and other funds
as per local regulations. The Company has no further
payment obligation once the contributions have been
paid. The contributions are accounted for as defined
contribution plans and the contributions are recognised
as employee benefits expense when they are incurred.
(iv) Employee options
The fair value of options granted under the Rustomjee
Employee Stock Option Plan 2022 is recognised as an
employee benefits expense with a corresponding increase
in equity. The total amount to be expensed is determined
by reference to the fair value of the options granted:
⢠Including any market performance conditions (e.g.
the entity''s share price).
⢠Excluding the impact of any service and non-market
performance vesting conditions (e.g. profitability,
sales growth targets and remaining an employee of
the entity over a specified time period).
⢠Including the impact of any non-vesting conditions
(e.g. the requirement for employees to save or hold
shares for a specific period of time).
The total expense is recognised over the vesting period,
which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period,
the entity revises its estimates of the number of options
that are expected to vest based on the non-market
vesting and service conditions. It recognises the impact
of the revision to original estimates, if any, in profit or loss,
with a corresponding adjustment to equity.
For Group transactions involve repayment arrangements
that require one group entity to pay another group
entity for the provision of the share-based payments
to the suppliers of goods or services. In such cases, the
entity that receives the goods or services shall account
as a cash-settled share-based payment transaction.
Where shares are forfeited due to a failure by the employee
to satisfy the service conditions, any expenses previously
recognised in relation to such shares are reversed effective
from the date of the forfeiture.
(v) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
⢠The profit attributable to owners of respective class
of equity shares of the Company.
⢠By the weighted average number of equity shares
(respective class wise) outstanding during the
financial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into
account:
⢠The after income tax effect of interest and other
financing costs associated with dilutive potential
equity shares, and
⢠The weighted average number of additional equity
shares that would have been outstanding assuming
the conversion of all dilutive potential equity shares.
NOTE 1C: OTHER ACCOUNTING POLOCIES
(a) Segment reporting
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker (CODM).
The Board of Directors of the Company has been identified
as being the CODM as they assesses the financial
performance and position of the Company, and makes
strategic decisions.
(b) Foreign currency translation
(i) Functional and presentation currency
Items included in the standalone financial statements of the
company are measured using the currency of the primary
economic environment in which the entity operates (''the
functional currency''). The standalone financial statements
are presented in Indian rupee (''), which is the functional
and presentation currency of the Company.
(ii) Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates at the dates
of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities
denominated in foreign currencies at year end exchange
rates are generally recognised in profit or loss. A monetary
item for which settlement is neither planned nor likely to
occur in the foreseeable future is considered as a part of
the entity''s net investment in that foreign operation.
(c) Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
(d) Dividend
Provision is made for the amount of any dividend
declared, being appropriately authorised and no longer
at the discretion of the entity, on or before the end of
the reporting period but not distributed at the end of the
reporting period.
(e) Rounding of amounts
All amounts disclosed in the standalone financial
statements and notes have been rounded off to the
nearest lakhs, unless otherwise stated. Amount below
rounding off norms adopted by the Company has been
represented by*.
NOTE 1D: CHANGES IN ACCOUNTING
POLICIES AND DISCLOSURES
New and amended standards adopted by the
Company
The Ministry of Corporate Affairs vide notification dated
9 September 2024 and 28 September 2024 notified
the Companies (Indian Accounting Standards) Second
Amendment Rules, 2024 and Companies (Indian
Accounting Standards) Third Amendment Rules, 2024,
respectively, which amended/notified certain accounting
standards (see below), and are effective for annual
reporting periods beginning on or after 1 April 2024:
⢠Insurance contracts - Ind AS 117; and
⢠Lease Liability in Sale and Leaseback - Amendments
to Ind AS 116.
These amendments did not have any material impact
on the amounts recognised in prior periods and are
not expected to significantly affect the current or future
periods.
NOTE 2: CRITICAL ESTIMATES AND
JUDGEMENTS
The preparation of standalone financial statements requires
the use of accounting estimates which, by definition,
will seldom equal the actual results. Management also
needs to exercise judgment in applying the Company''s
accounting policies. This note provides an overview of
the areas that involved a higher degree of judgment
or complexity, and of items which are more likely to be
materially adjusted due to estimates and assumptions
turning out to be different than those originally assessed.
⢠Revenue Recognition (Refer Note 1B(a)
above)
Revenue from sale of real estate inventory is
recognised at a point in time or over the period based
on the contract entered with the customers.
⢠Evaluation of net realisable value of
inventories (Refer Note 1B(g) above)
Inventories comprising of finished goods and
construction work-in progress are valued at lower of
cost and net realisable value. Net Realisable value
is based upon the estimates of the management.
The effect of changes, if any, to the estimates is
recognised in the Financial Statements for the period
in which such changes are determined.
⢠Impairment losses on Investments and
Impairment of financial assets (Refer Note
1B(d) and 1B(h) above)
In assessing impairment, management estimates
the recoverable amounts of Investments based on
expected future cash flows and uses an interest
rate to discount them. Estimation uncertainty relates
to assumptions about future cash flows and the
determination of a suitable discount rate. For financial
assets, as at each balance sheet date, based on
historical default rates observed over expected life,
the management assesses the expected credit loss
on outstanding financial assets.
Nature and purpose of other reserves:
Securities premium reserve
Securities premium is used to record the premium on issue of shares. This is utilised in accordance with the provision of
the Companies Act, 2013.
Capital Reserve
Capital reserve is created out of profits or gains of a capital nature. The capital reserve is available for utilisation against
capital purpose and are not available for distribution of dividend.
General Reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve
pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under
the Companies Act, 2013.
Nature of security and terms of repayment for
secured borrowings:
i) Debentures
Redeemable non-convertible debentures (NCDs)
(i) First charge by way of equitable mortgage over
Development Rights of the Property.
(ii) First pari-passu charge by way of hypothecation on
the Escrow Account of the Project.
(iii) First pari-passu charge by way of hypothecation on
the future Scheduled Receivables of the Project and
all insurance proceeds, both present and future.
(iv) First charge on the ISRA and on all monies credited/
deposited therein (in whatever form the same
may be), and all investments in respect thereof (in
whatever form the same may be).
Terms of repayment along with interest charged is as
follows:
(i) The term loan is repayable in bullet payment at the
end of 36 months from date of allotment.
(ii) The term loan carried interest rate of 12% p.a. payable
monthly.
ii) Term loans from banks and other parties
(a) Term loan (TL-1) from Axis Bank Limited
amounting to '' 4,553 (March 31, 2024: '' 14,900),
ICICI Bank Limited amounting to '' 10,056 (March
31, 2024: '' 17,212) and Aditya Birla Finance Limited
amounting to '' 4,907 (March 31, 2024: '' 8,400) is
secured against:
(i) Pari Passu charge by way of mortgage of immovable
property i.e. the units and 3 specific units of BR in
the project including proportionate undived share of
land.
(ii) Pari Passu charge by way of mortgage on all other
project assets entire.
(iii) Pari Passu charge on cash flows including present
and future receivables in the project through an
escrow mechanism.
(iv) Pari passu charge on the development rights and all
other project documents.
(v) Pari Passu charge over Interest Service Reserve
account.
Terms of repayment along with interest charged is as
follows:
(i) The loan is repayable in 3.5 years quarterly installment
including moratorium period of 18 months.
(ii) The loan carries interest rate linked to Axis Bank
Limited 6 months MCLR 1.25%. Effective interest rate
as at March 31, 2025 is 10.70%.
(b) Term loan (TL-2) from Axis Bank Limited
amounting to Nil (March 31, 2024: '' 6,418), ICICI
Bank Limited amounting to Nil (March 31, 2024:
'' 3,209) and Aditya Birla Finance Limited amounting
to Nil (March 31, 2024: '' 1,834) is secured against
(i) Pari Passu charge on identified unsold units (including
receivable thereon) of the Season project with a 1.00x
FACR
(ii) Pari Passu charge over ISRA ( 2 months'' interest
service obligations)
(iii) The security shall be cross collateralized with security
for TL-1 (term loan-1 facility of Axis bank on Real Gem
Build Tech Pvt. Ltd. for Rustomjee Crown Project).
It may be noted that 60 days'' time is stipulated for
security perfection for TL-1.
Terms of repayment along with interest charged is as
follows:
(i) The loan is repayable in 3.5 years quarterly installment
including moratorium period of 19 months.
(ii) The loan carries interest rate linked to Axis Bank
Limited 6 months MCLR 0.80%. Effective interest
rate as at March 31, 2025 is 11%.
(c) Term loan from Tata Capital Housing Finance
Limited amounting to Nil (March 31, 2024: '' 2,169)
is secured against:
⢠Exclusive charge by way of registered mortgage over
development rights and FSI of project Parishram by
Rustomjee situated at Pali Hill Road, Bandra.
⢠Exclusive charge to be created on Security Flat
admeasuring 2,665 sq. ft. carpet area i.e. 4,397 sq. ft.
saleable area, immediately upon receipt of OC of the
Project.
⢠Exclusive charge by way of hypothecation on all
the receivables including sold, unsold, insurance
receipts, development and other charges and any
cash inflow in the redevelopment Project Rustomjee
Pali Hill Parishram.
⢠DSRA equivalent to 3 months'' interest on outstanding
amount of the facility.
Terms of repayment along with interest charged is as
follows:
Moratorium period of 36 months and therafter 24 equated
monthly instalments commencing from the end of 37th
month since the date of first drawdown under the facility.
Rate of Interest will be Construction Finance Prime
Lending Rate (CFPLR) minus 6.45% per annum on monthly
reducing & floating rate basis. The present CFPLR is 17.45%
& present effective rate of interest will be 11.00% per
annum on monthly reducing & floating rate basis.
iii) Cash credit and overdraft facilities
(a) The overdraft facility availed from Axis Bank
Limited amounting to '' 882 (March 31, 2024:
'' 8,039) is secured by same securities as that of the
term loan as on March 31, 2025. (refer point 25(ii)
(a) )
Interest rate is as follows:
The facility carries interest rate linked to Axis Bank Limited
6 months MCLR 1.25%.
(b) The cash credit facility availed from The
Zoroastrian Co-operative Bank Limited amounting
to Nil (March 31, 2024: '' 326) is secured against
registered mortgage of 3 flats belonging to the
Company and directors.
Interest is payable monthly @ 11.00% p.a.
iv) Vehicle loan
Vehicle loan amounting to '' 350 (March 31, 2024:
'' 440) is secured against:
⢠Vehicle Loan I is taken from ICIQ bank '' 57 (March 31,
2024: '' 72) and repayable in 60 monthly installment
of '' 1.79 including interest @ 8.65% p.a.
⢠Vehicle Loan II is taken from HDFC bank '' 84
(March 31, 2024: '' 106) and repayable in 60 monthly
installment of '' 2.48 including interest @ 8.40% p.a.
⢠Vehicle Loan III is taken from Mercedez-Benz Financial
Services '' 103 (March 31, 2024: '' 134) and repayable
in 48 monthly installment of '' 3.48 including interest
@ 8.27% p.a.
⢠Vehicle Loan IV is taken from Bank of Baroda '' 107
(March 31, 2024: '' 128) and repayable in 60 monthly
installment of '' 2.68 including interest @ 8.85% p.a.
These loans are secured by underlying assets against
which these loans have been obtained, refer note 53.
v) Unsecured Loans and advances from related
parties and others
Loan from related parties are interest free.
The carrying amounts of financial and non-financial
assets pledged as security for current and non-current
borrowings are disclosed in note 53.
For Liabilities from financing activities refer note 47.
(iii) 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 of two types of risk: interest rate risk and currency risk. Financial instruments
affected by market risk include borrowings and creditors for capital expenditure.
(a) Foreign 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 not materially exposed to any foreign exchange risk during the reporting
periods.
(b) Interest 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 risk of changes in market rate is limited to borrowings
(excluding vehicle loans and non-convertible debentures) which bear floating interest rate.
The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as
defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in
market interest rates.
The Company manages interest rate risk by having a balanced portfolio of fixed and variable rate borrowings. The
exposure of the Company''s borrowing to interest rate changes at the end of the reporting period is as follows:
NOTE 44 - CAPITAL MANAGEMENT
For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity
reserves attributable to the equity holders of the Parent, non-controlling interest and borrowings (including interest
accrued and lease liability).
The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to
optimise returns for it''s shareholders. The capital structure of the Company is based on management''s judgment of the
appropriate balance of key elements in order to meet its strategic and day-to-day needs.
The Company monitors the capital structure on the basis of debt to equity ratio and maturity profile of the overall debt
portfolio of the Company.
The Company considers the amount of capital in proportion to risk and manages the capital structure in light of changes
in economic conditions and the risk characteristics of the underlying assets.
The Company''s aim is to translate profitable growth to superior cash generation through efficient capital management.
The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain
investor, creditors and market confidence and to sustain future development and growth of its business. The Company
will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
(ii) Defined contribution plans
The Company has certain defined contribution plans. Contributions are made to provident fund in India for employees at
the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered
by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual
nor any constructive obligation. During the year, the Company has recognised '' 323 (March 31, 2024: '' 238) in the
standalone statement of profit and loss or construction work-in-progress.
(iii) Post employment obligations
Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who
are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/
termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied
for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised
funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over
a period of time based on estimations of expected gratuity payments.
The above sensitivity analysis is based on a change in 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 as when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior
period.
(v) The major categories of plan assets are as follows:
The plan asset for the funded gratuity plan is administered by Life Insurance Corporation of India CLIO as per the
investment pattern stipulated for Pension and Group Schemes fund by Insurance Regulatory and Development Authority
regulations i.e. 100% of plan assets are invested in insurer managed fund. Quoted price of the same is not available in
active market.
(vi) Risk exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed
below:
Interest rate risk: A fall in the discount rate which is linked to the government securities rate will increase the present
value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of
the assets depending on the duration of asset.
Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of
members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.
Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is
determined by reference to market yields at the end of the reporting period on government bonds. If the return on
plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of
investments in government securities, and other debt instruments.
Asset liability matching risk (ALM risk): The plan faces the ALM risk as to the matching cash flow. Since the plan is
invested in lines of rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
(vii) Employee stock option plan
The establishment of the Rustomjee Employee Stock Option Plan 2022 was approved by the Keystone Realtors Limited
Shareholders on 11th May 2022. Under the plan, in respect to Tranche 1 participants are granted options which vest at 25%
each year over the period of four years of service from the grant date, in respect to Tranche 2 participants are granted
options which vest at 50% in year 1 and 25% each in year 2 and 3 over the period of three years of service from the grant
date, in respect to Tranche 3 participants are granted options which vest at 50% each year over the period of two years
of service from the grant date, and in respect to Tranche 4 participants are granted options which vest at 100% over the
period of one year of service from the grant date. Participation in the plan is at the Keystone Realtors Limited Board''s
discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
Once vested, the options remain exercisable for a period of four years. When exercisable, each option is convertible into
one equity share.
Stock options exercisable as at March 31, 2025 is 419,250
with Weighted average remaining contractual life of
options outstanding at end of period is 3.95.
Weighted average remaining contractual life of options
outstanding at end of period is 4.04.
Fair value of options granted
The model inputs for options granted during the year
ended March 31, 2025 includes:
Grant - 1
a) Vested options are exercisable for a period of four
years after vesting
b) Exercise price: '' 480 (in absolute)
c) Grant date: August 01, 2022
d) Share price at grant date: '' 499.34 (in absolute)
e) Expected price volatility of the company''s shares: 43%
f) Dividend yield: 0%
g) Risk-free interest rate: 6.95% to 7.27%
Grant - 2
a) Vested options are exercisable for a period of three
years after vesting
b) Exercise price: '' 480 (in absolute)
c) Grant date: October 18, 2023
d) Share price at grant date: '' 562.95 (in absolute)
e) Expected price volatility of the company''s shares: 43%
f) Dividend yield: 0%
g) Risk-free interest rate: 7.45% to 7.49%
Grant - 3
a) For one employee - Total vesting period shall be 2
years from the date of grant. Vesting pattern in 50% in
Year 1 and 50% in Year 2.
For Others - 100% options shall vest in Year 1.
b) Exercise price: '' 10 (in absolute)
c) Grant date: August 01, 2024
d) Share price at grant date: '' 717.97 (in absolute)
e) Expected price volatility of the company''s shares: 38%
f) Dividend yield: 0%
g) Risk-free interest rate: 6.79%
Grant - 4
a) Vested options are exercisable in a years after vesting
b) Exercise price: '' 10 (in absolute)
c) Grant date: September 19, 2024
d) Share price at grant date: '' 695.43 (in absolute)
e) Expected price volatility of the company''s shares: 38%
f) Dividend yield: 0%
g) Risk-free interest rate: 6.94% to 6.95%
The expected price volatility is based on the historic
volatility (based on the remaining life of the options),
adjusted for any expected changes to future volatility due
to publicly available information.
Note:
1. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending
resolution of the respective proceedings.
2. The Company has evaluated the impact of the Supreme Court (SC) judgement dated February 28, 2019 in case
of "Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal" and the
related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated March 20, 2019 issued by the
Employees'' Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of
"basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the
Employees'' Provident Funds & Miscellaneous Provisions Act, 1952. In the assessment of the management which
is supported by legal advice, the Company believes that the aforesaid judgement does not have material impact
on the Company. The Company will continue to monitor and evaluate its position based on future events and
developments.
Significant judgement: classification of joint arrangements
The company has entered into Partnership firms/Association of person whose legal form confers separation between
the parties to the joint arrangement and the Company itself. Also, as per the contractual arrangements, the parties to the
joint arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Accordingly the
Joint arrangements have been identified as Joint controlled entities.
Financial impact of joint controlled entities
The Company accounts for assets, liabilities, revenue and expenses relating to its interest in joint controlled entities
based on the internal agreements/arrangements entered into between the parties to the joint arrangements for
execution of projects. Accordingly the Company has recognised revenue from operations '' 297 (March 31, 2024: '' 183),
total expenditure (including tax) '' 476 (March 31, 2024: '' 331), total assets as at March 31, 2025: '' 7,051 (March 31, 2024:
'' 7,357), total liabilities as at March 31, 2025: '' 5,727 (March 31, 2024: '' 4,811) and loss of March 31, 2025: '' 36 (March 31,
2024: '' 93).
During the previous year, The Company has increased its stake in Fortune Partners to 99.40%, as a result of which, the
Company proportion to net assets in the jointly controlled entities i.e, Fortune Partners and Lok Fortune joint venture
(through Fortune Partners) increased as follows:
NOTE 56 - MERGER
(a) Merger of Toccata Realtors Private Limited:
During the year ended March 31, 2024, the Company had received the Hon''ble National Company Law Tribunal (NCLT)
approval for the scheme of amalgamation (the Scheme) of Toccata Realtors Private Limited (TRPL) with the Company
on May 4, 2023 and had filed the order copy with the Registrar of the Companies on June 16, 2023 (âeffective date''). The
Company had accounted for the assets and liabilities of TRPL on a line by line basis after eliminating the intercompany
receivable and payable balances between the Company and TRPL, and applying the principle of Ind AS 109 âFinancial
Instruments'', The Company had accounted for fair value of TRPL''s net assets amounting to '' 19,265 Lakh as return of
capital as reduction of the cost of investment under âInvestments'' and '' 1,208 Lakh as return on capital under âOther
Income''.
(b) Merger of Key Fortune Relators Private Limited:
The Scheme of amalgamation ("the Scheme") for merger of Key Fortune Relators Private Limited (wholly owned
subsidiary) in the Company was approved by the Mumbai Bench of National Company Law Tribunal and the Company
received the certified true copy of the order on February 19, 2025. The Company has filed the same with Registrar of
Companies, Mumbai on March 20, 2025 which is the effective date of merger. The appointed date of the Scheme is April
1, 2024. The merger has been accounted under the âpooling of interests'' method in accordance with Appendix C of Indian
Accounting Standard (âInd AS'') 103 ''Business Combinations'' and comparatives in the standalone financial statements
have been restated to give effect of the merger.
NOTE 57 - COMPLETION OF QUALIFIED INSTITUTIONAL PLACEMENT (QIP)
During the year ended March 31, 2025, the Company had completed its QIP of 12,121,212 equity shares of face value of ''
10 each at an issue price of '' 660 per share aggregating to '' 80,000 comprising of fresh issue.
In respect of the aforesaid QIP, the Company had incurred '' 1,728 as share issue expenses. The issue expenses amounting
to '' 1,728 were adjusted to securities premium.
ii) Borrowings secured against current assets
The Company has borrowings from banks and financial institutions on the basis of security of current assets, also refer
note 53. However, there are no requirements of filing quarterly returns or statements with banks as per the terms of
relevant agreements.
iii) Wilful Defaulter
The company has never been declared as wilful defaulter by any bank or financial institution or government or any
government authority.
iv) Relationship with struck off companies
The company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
v) Compliance with number of layers of companies
The company has complied with the number of layers prescribed under the Companies Act, 2013.
vi) Compliance with approved scheme(s) of arrangements
The company has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year (refer note 56).
vii) Utilisation of borrowed funds and share premium
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 Intermediary shall:
a. 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
viii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under
the Income Tax Act, 1961, that has not been recorded in the books of account.
ix) Details of crypto currency or virtual currency
The company has not traded or invested in crypto currency or virtual currency during the current or previous year.
x) Valuation of property, plant and equipment, intangible asset and investment property
The company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or
both during the current or previous year.
xi) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory
period.
xii) Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for
which such loans were was taken.
xiii) Title deed of immovable properties
The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease
agreements are duly executed in favour of the lessee), as disclosed in note 3, note 4 and note 5 to the standalone
financial statements, are held in the name of the company.
NOTE 60 - AUDIT TRAIL
As per the requirements of rule 3(1) of the Companies (Accounts) Rules 2014 the Company uses accounting software
for maintaining its books of account that have a feature of recording audit trail of each and every transaction creating an
edit log of each change made in the books of account along with the date when such changes were made within such
accounting software. This feature of recording audit trail has operated throughout the year except for certain transactions,
changes made through specific access and for direct database changes and no audit trail features were tampered during
the year and have been preserved by the company as per the statutory requirement for record retention.
NOTE 61 - DIVIDEND
The Board of Directors has recommended a final dividend of '' 1.50 per fully paid-up equity share of '' 10/- each (i.e. 15%
of face value of equity share) for the financial year ended March 31, 2025, subject to approval of the shareholders in the
ensuing Annual General Meeting of the Company.
NOTE 62 All amounts in Financial statement are rounded off to '' lakhs, Amount below rounding off norms are
reported as*.
For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No. 012754N/N500016 Keystone Realtors Limited
CIN: L45200MH1995PLC094208
Pankaj Khandelia Boman Irani Chandresh Mehta
Partner Managing Director Director
Membership No. 102022 DIN: 00057453 DIN: 00 057575
Sajal Gupta Bimal Nanda
Chief Financial Officer Company Secretary
Membership No. 11578
Mumbai Mumbai
Date: May 14, 2025 Date: May 14, 2025
(p) Provisions and contingent liabilities Provisions
Provisions are recognized when there is a present legal or constructive obligation as a result of a past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. 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. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as an interest expense.
Contingent liabilities
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Company, or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required
to settle the obligation or a reliable estimate of the amount cannot be made.
(q) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within period of operating cycle after the end of the period in which the employees render the related service are recognised in respect of employees'' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
(ii) Other long-term employee benefit obligations
The liabilities for earned leave are not expected to be settled wholly within period of operating cycle after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss. The obligations are presented as current liabilities in the balance sheet if the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Post-employment obligations
The Company operates the following post-employment schemes.
¦ defined benefit plan i.e. gratuity;
¦ defined contribution plans such as provident fund.
Gratuity obligations
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefits expense in the standalone statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income.
They are included in retained earnings in the standalone statement of changes in equity and in the standalone balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.
Defined contribution plans
The Company pays provident fund, ESIC, etc. contributions to publicly administered provident funds and other funds as per local regulations. The Company has no further payment obligation once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefits expense when they are incurred.
(iv) Employee options
The fair value of options granted under the Rustomjee Employee Stock Option Plan 2022 is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
⢠including any market performance conditions (e.g. the entity''s share price);
⢠excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period);
⢠including the impact of any non-vesting conditions (e.g. the requirement for employees to save or hold shares for a specific period of time).
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
For Group transactions involve repayment arrangements that require one group entity to pay another group entity for the provision of the share-based payments to the suppliers of goods or services. In such cases, the entity that receives the goods or services shall account as a cash-settled share-based payment transaction.
Where shares are forfeited due to a failure by the employee to satisfy the service conditions, any expenses previously recognised in relation to such shares are reversed effective from the date of the forfeiture.
(v) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
⢠The profit attributable to owners of respective class of equity shares of the Company;
⢠By the weighted average number of equity shares (respective class wise) outstanding during the financial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
⢠the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and
⢠the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
NOTE 1C: OTHER ACCOUNTING POLICIES
(a) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM).
The Board of Directors of the Company has been identified as being the CODM as they assesses the financial performance and position of the Company, and makes strategic decisions.
(b) Foreign currency translation
(i) Functional and presentation currency
Items included in the standalone financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (âthe functional currency''). The standalone financial statements are presented in Indian rupee (''), which is the functional and presentation currency of the Company.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. A monetary item for which settlement is neither planned nor likely to occur in the foreseeable future is considered as a part of the entity''s net investment in that foreign operation.
(c) Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(d) Dividend
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
(e) Rounding of amounts
All amounts disclosed in the standalone financial statements and notes have been rounded off to the nearest Lakhs, unless otherwise stated. Amount below rounding off norms adopted by the Company has been represented by 1.
NOTE 1D: CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
New and amended standards adopted by the Company
The Ministry of Corporate Affairs vide notification dated March 31, 2023 notified the Companies (Indian Accounting Standards) Amendment Rules, 2023, which amended certain accounting standards (see below), and are effective April 1, 2023:
Disclosure of accounting policies - amendments to Ind AS 1
Definition of accounting estimates - amendments to Ind AS 8
Deferred tax related to assets and liabilities arising from a single transaction amendments to Ind AS 12
The other amendments to Ind AS notified by these rules are primarily in the nature of clarifications. These amendments did not have any material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
NOTE 2: CRITICAL ESTIMATES AND JUDGEMENTS
The preparation of standalone financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the Company''s accounting policies. This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.
⢠Revenue Recognition (Refer Note 1B(a) above)
Revenue from sale of real estate inventory is recognised at a point in time or over the period based on the contract entered with the customers.
⢠Evaluation of net realisable value of inventories (Refer Note 1B(g) above)
Inventories comprising of finished goods and construction work-in progress are valued at lower of cost and net realisable value. Net Realisable value is based upon the estimates of the management. The effect of changes, if any, to the estimates is recognised in the Financial Statements for the period in which such changes are determined. 1
Impairment testing of goodwill
In accordance with Ind-AS 36, goodwill is reviewed, at least annually, for impairment. The recoverable amount is estimated as the higher of the CGU''s fair value less cost to sell, or its value in use. Directly observable market prices rarely exist for the Company''s assets, however, fair value may be estimated based on recent transactions on comparable assets, internal models used by the Company for transactions involving the same type of assets or other relevant information. Calculation of value in use is a discounted cash flow calculation based on continued use of the assets in its present condition, excluding potential exploitation of improvement or expansion potential.
The recoverable amount of a cash generating unit (CGU) is determined based on value-in-use calculations which require the use of certain assumptions. The calculations are based on cash flow projections approved by management as part of the financial budgeting process. The goodwill is allocated to the single CGU in which the Company operates i.e. real estate constructions, development and other related activities.
ii) Term loans from banks and other parties
(a) Term loan (TL-1) from Axis Bank Limited amounting to '' 14,900 (March 31, 2023: Nil), ICICI Bank Limited amounting to '' 17,212 (March 31, 2023: Nil) and Aditya Birla Finance Limited amounting to '' 8,400 (March 31, 2023: Nil) is secured against
(i) Pari Passu charge by way of mortgage of immovable property i.e. the units and 3 specific units of BR in the project including proportionate undived share of land;
(ii) Pari Passu charge by way of mortgage on all other project assets entire;
(iii) Pari Passu charge on cash flows including present and future receivables in the project through an escrow mechanism;
(iv) Pari passu charge on the development rights and all other project documents;
(v) Pari Passu charge over Interest Service Reserve account.
Terms of repayment along with interest charged is as follows:
(i) The loan is repayable in 3.5 years quarterly installment including moratorium period of 18 months.
(ii) The loan carries interest rate linked to Axis Bank Limited 6 months MCLR 1.25%. Effective interest rate as at March 31, 2024 is 11%.
(b) Term loan (TL-2) from Axis Bank Limited amounting to '' 6,418 (March 31, 2023: Nil), ICICI Bank Limited amounting to '' 3,209 (March 31, 2023: Nil) and Aditya Birla Finance Limited amounting to '' 1,834 (March 31, 2023: Nil) is secured against
(i) Pari Passu charge on identified unsold units (including receivable thereon) of the Season project with a 1.00x FACR;
(ii) Pari Passu charge over ISRA (2 months'' interest service obligations);
(iii) The security shall be cross collateralized with security for TL-1 (term loan-1 facility of Axis bank on Real Gem Build Tech Pvt. Ltd. for Rustomjee Crown Project). It may be noted that 60 days'' time is stipulated for security perfection for TL-1.
Terms of repayment along with interest charged is as follows:
(i) the loan is repayable in 3.5 years quarterly installment including moratorium period of 19 months;
(ii) The loan carries interest rate linked to Axis Bank Limited 6 months MCLR 0.80%. Effective interest rate as at March 31, 2024 is 11%.
(c) Term loan from Tata Capital Housing Finance Limited amounting to '' 2,169 (March 31, 2023: '' 4,864) is secured against:
⢠Exclusive charge by way of registered mortgage over development rights and FSI of project Parishram by Rustomjee situated at Pali Hill Road, Bandra;
⢠Exclusive charge to be created on Security Flat admeasuring 2,665 sq. ft. carpet area i.e. 4,397 sq. ft. saleable area, immediately upon receipt of OC of the Project;
⢠Exclusive charge by way of hypothecation on all the receivables including sold, unsold, insurance receipts, development and other charges and any cash inflow in the redevelopment Project Rustomjee Pali Hill Parishram;
⢠DSRA equivalent to 3 months'' interest on outstanding amount of the facility.
Terms of repayment along with interest charged is as follows:
Moratorium period of 36 months and therafter 24 equated monthly instalments commencing from the end of 37th month since the date of first drawdown under the facility.
Rate of Interest will be Construction Finance Prime Lending Rate (CFPLR) minus 6.45% per annum on monthly reducing & floating rate basis. The present CFPLR is 17.45% & present effective rate of interest will be 11.00% per annum on monthly reducing & floating rate basis.
iii) Cash credit and overdraft facilities
(a) The overdraft facility availed from Axis Bank Limited amounting to '' 8,039 (March 31, 2023: Nil) is secured by same securities as that of the term loan amounting to '' 40,512 as on March 31, 2024. (refer point 24(ii)(a)) Interest rate is as follows:
The facility carries interest rate linked to Axis Bank Limited 6 months MCLR 1.25%.
Interest rate is as follows:
The facility carries floating interest rate linked to ICICI Bank Limited "I-MCLR 6M spread. The rate of interest on the loan is I-MCLR 6M plus 3.00% spread p.a.
(b) The cash credit facility availed from The Zoroastrian Co-operative Bank Limited amounting to '' 326 (March 31, 2023: '' 359) is secured against registered mortgage of 3 flats belonging to the Company and directors.
Interest is payable monthly @ 11.00% p.a.
iv) Vehicle loan
Vehicle loan amounting to '' 440 (March 31, 2023: '' 87) is secured against:
⢠Vehicle Loan I is taken from ICICI bank '' 72 (March 31, 2023: '' 87) and repayable in 60 monthly installment of '' 1.79 including interest @ 8.65% p.a. 2
⢠Vehicle Loan III is taken from Mercedez-Benz Financial Services '' 134 (March 31, 2023: Nil) and repayable in 48 monthly installment of '' 3.48 including interest @ 8.27% p.a.
⢠Vehicle Loan IV is taken from Bank of Baroda '' 128 (March 31, 2023: Nil) and repayable in 60 monthly installment of '' 2.68 including interest @ 8.85% p.a.
These loans are secured by underlying assets against which these loans have been obtained, refer note 52.
v) Unsecured Loans and advances from related parties and others
Loan from related parties carry an interest of 0%-11% p.a.
The carrying amounts of financial and non-financial assets pledged as security for current and non-current borrowings are disclosed in note 52.
For Liabilities from financing activities refer note 46.
(ii) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are measured at amortised cost and for which fair values are disclosed in the financial statements.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. The Mutual fund are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The fair values of investment in debentures and borrowings, security deposits, long term deposits with bank, trade payable, corpus, security deposit towards rented premises with original maturity of more than 12 months are calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
(iii) Valuation process
The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values.
NOTE 42 - FINANCIAL RISK MANAGEMENT
The Company''s activities expose it to a variety of financial risks namely credit risk, liquidity risk and market risk. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance.
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risk from investment in debentures, loans, deposits with banks and financial institutions.
Trade receivables
Trade receivables are generally unsecured and are derived from revenue earned from customers. Credit risks related to receivables resulting from sale of inventories is managed by requiring customers to pay the dues before transfer of possession, therefore, substantially eliminating the Company''s credit risk in this respect. In case of cancellation of sales agreement by the customer, the Company shall be entitled to sell and transfer the premises to another customer, forfeit and appropriate into itself an amount equivalent to (a) 10% (ten percent) of
the Sale Consideration and (b) the actual loss to occur on the resale of the premises to the new customer. Historical experience of collecting receivables of the Company is supported by low level of past default and hence the credit risk is perceived to be low.
Other financial assets
The Company has assessed for its other financial assets namely loans, interest receivable, security deposits, deposits recoverable from land owners and housing societies, receivable from JV Partner, Bank balances other than cash and cash equivalents and other receivable as high quality, negligible credit risk. The Company periodically monitors the recoverability and credit risks of its financial assets. The Company evaluates 12 month expected credit losses for all the financial assets for which credit risk has not increased. In case credit risk has increased significantly, the Company considers lifetime expected credit losses for the purpose of impairment provisioning.
The Company''s maximum exposure to credit risk as at March 31, 2024 and March 31, 2023 is the carrying value of each class of financial assets as disclosed in notes 7-8 and 11-16.
(iii) 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 of two types of risk: interest rate risk and currency risk. Financial instruments affected by market risk include borrowings and creditors for capital expenditure.
(a) Foreign 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 not materially exposed to any foreign exchange risk during the reporting periods.
(b) Interest 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 risk of changes in market rate is limited to borrowings (excluding vehicle loans and non-convertible debentures) which bear floating interest rate.
The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
NOTE 43 - CAPITAL MANAGEMENT
For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Parent, non-controlling interest and borrowings (including interest accrued and lease liability).
The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns for it''s shareholders. The capital structure of the Company is based on management''s judgment of the appropriate balance of key elements in order to meet its strategic and day-to-day needs.
The Company monitors the capital structure on the basis of debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
(ii) Defined contribution plans
The Company has certain defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. During the year, the Company has recognised '' 238 (March 31, 2023: '' 157) in the standalone statement of profit and loss or construction work-in-progress.
(iii) Post employment obligations Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.
The above sensitivity analysis is based on a change in 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 as when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
(v) The major categories of plan assets are as follows:
The plan asset for the funded gratuity plan is administered by Life Insurance Corporation of India (''LIC'') as per the investment pattern stipulated for Pension and Group Schemes fund by Insurance Regulatory and Development Authority regulations i.e. 100% of plan assets are invested in insurer managed fund. Quoted price of the same is not available in active market.
(vi) Risk exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
Interest rate risk:
A fall in the discount rate which is linked to the government securities rate will increase the present value of the liability requiring higher provision. A fall in the discount
rate generally increases the mark to market value of the assets depending on the duration of asset.
Salary risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.
Investment risk:
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
Asset liability matching risk (ALM risk):
The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk:
Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.
Concentration risk:
Plan is having a concentration risk as all the assets are invested with the insurance Company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.
Stock options exercisable as at March 31, 2024 is 145,775 with Weighted average remaining contractual life of options outstanding at end of period is 4.84.
Weighted average remaining contractual life of options outstanding at end of period is 4.96.
Fair value of options granted
The fair value at grant date is independently determined using the Black-Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The model inputs for options granted during the year ended March 31, 2024 includes:
Grant -1
a) vested options are exercisable for a period of four years after vesting.
b) exercise price: '' 480 (in absolute)
c) grant date: August 01, 2022
d) share price at grant date: '' 499.34 (in absolute)
e) expected price volatility of the Company''s shares: 43%
f) dividend yield: 0%
g) risk-free interest rate: 6.95% to 7.27%
Grant-2
a) vested options are exercisable for a period of three years after vesting.
b) exercise price: '' 480 (in absolute)
c) grant date: October 18, 2023
d) share price at grant date: '' 562.95 (in absolute)
e) expected price volatility of the Company''s shares: 43%
f) dividend yield: 0%
g) risk-free interest rate: 7.45% to 7.49%"
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.
NOTE 45 - SEGMENT REPORTING
The Board of directors (BOD) is the Company''s chief operating decision-maker. Management has determined the operating segments based on the information reviewed by the BOD for the purposes of allocating resources and assessing performance. Presently, the Company is engaged in only one segment viz ''Real estate and allied activities'' and there is no separate reportable segment as per Ind AS 108 ''Operating Segments''.
Entity wide disclosure
(a) Information about product and services - The Company operates is a single category viz Real estate and allied activities;
(b) Information in respect of geographical area - The Company has operations within India;
(c) Information about major customer - None of the customer contribute to more than 10% of total revenue of the Company.
Non-current assets excluding financial assets, current tax assets and deferred tax assets amounting to '' 5,221 (March 31, 2023: '' 4,059) are located entirely in India.
Notes:
1. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.
2. The Company has evaluated the impact of the Supreme Court (SC) judgement dated February 28, 2019 in case of âVivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengalâ and the related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated March 20, 2019 issued by the Employees'' Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of âbasic wagesâ of the relevant employees for the purposes of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952. In the assessment of the management which is supported by legal advice, the Company believes that the aforesaid judgement does not have material impact on the Company. The Company will continue to monitor and evaluate its position based on future events and developments.
3. The Company has ongoing disputes with direct tax authorities relating to tax treatment of certain items. These mainly include timing difference of expenses claimed, tax treatment of certain items of income/expense, etc.
4. There are pending litigations relating to input tax credit matters including interest, penalties and exemption availment.
5. Company is involved in certain legal and civil claims.
Significant judgement: classification of joint arrangements
The Company has entered into Partnership firms/Association of person whose legal form confers separation between the parties to the joint arrangement and the Company itself. Also, as per the contractual arrangements, the parties to the joint arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Accordingly the Joint arrangements have been identified as Joint controlled entities.
Financial impact of joint controlled entities
The Company accounts for assets, liabilities, revenue and expenses relating to its interest in joint controlled entities based on the internal agreements/arrangements entered into between the parties to the joint arrangements for execution of projects. Accordingly the Company has recognised revenue from operations '' 183 (March 31, 2023: '' 873), total expenditure (including tax) '' 320 (March 31, 2023: '' 879 ), total assets as at March 31, 2024: '' 1,525 (March 31, 2023: '' 13,140), total liabilities as at March 31, 2024: '' 1,357 (March 31, 2023: '' 5,275 ) and (loss)/profit of March 31, 2024: '' (83) (March 31, 2023: '' 51).
NOTE 55 - MERGER
(a) Merger of Toccata Realtors Private Limited
During the year ended March 31, 2024, the Company had received the Hon''ble National Company Law Tribunal (NCLT) approval for the scheme of amalgamation (the Scheme) of Toccata Realtors Private Limited (TRPL) with the Company on May 4, 2023 and had filed the order copy with the Registrar of the Companies on June 16, 2023 (âeffective date''). The Company had accounted for the assets and liabilities of TRPL on a line by line basis after eliminating the intercompany receivable and payable balances between the Company and TRPL, and applying the principle of Ind AS 109 âFinancial Instruments'', The Company had accounted for fair value of TRPL''s net assets amounting to '' 19,265 Lakhs as return of capital as reduction of the cost of investment under âInvestments'' and '' 1,208 Lakhs as return on capital under âOther Income''.
(b) Merger of Key Fortune Relators Private Limited
The Board of Directors of the Company in its meeting held on January 30, 2024 has approved the Scheme of amalgamation between the Company and Key Fortune Relators Private Limited and has filed the scheme with National Company Law Tribunal (NCLT), which is pending for its approval.
NOTE 56 - PRIVATE PLACEMENT
During the year ended March 31, 2023, the Company had entered into Securities Subscription and Shareholders'' Agreement (SSHA) dated May 9, 2022 with HDFC Capital Affordable Real Estate Fund - 3, One-UP Financial
Consultants Private Limited, Jagdish Naresh Master, Mahima Stocks Private Limited, IIFL Special Opportunities Fund - Series 9 and IIFL Special Opportunities Fund -Series 10 to subsribe to equity shares of the Company aggregating to '' 17,000 comprising of 3,404,412 equity shares of face value of '' 10 each and securities premium of '' 489.35 each through a private placement. In respect of aforesaid issue the Company had incurred '' 284 as share issue expenses which has been adjusted to securities premium.
NOTE 57 - COMPLETION OF INITIAL PUBLIC OFFER (IPO)
During the year ended March 31, 2023, the Company had completed its IPO of 11,737,521 equity shares of face value of '' 10 each at an issue price of '' 541 per share aggregating to '' 63,500, comprising of fresh issue of 10,351,201 shares aggregating to '' 56,000 and offer for sale of 1,386,320 shares by selling shareholders aggregating to '' 7,500. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on November 24, 2022.
In respect of the aforesaid IPO, the Company had incurred '' 4,030 as share issue expenses, which were allocated between the Company and selling shareholders, in proportion to the proceeds of the IPO received by the Company and respective selling shareholders. The Company''s share of expenses amounting to '' 3,554 were adjusted to securities premium and that of selling shareholders amounting to '' 476 were netted off from their proceeds of IPO.
NOTE 59 - ADDITIONAL REGULATORY INFORMATION
i) Details of Benami property Held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
ii) Borrowings secured against current assets
The Company has borrowings from banks and financial institutions on the basis of security of current assets, also refer note 52. However, there are no requirements of filing quarterly returns or statements with banks as per the terms of relevant agreements.
iii) Wilful Defaulter
The Company has never been declared as wilful defaulter by any bank or financial institution or government or any government authority.
iv) Relationship with struck off companies
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
v) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
vi) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year (refer note 55).
vii) Utilisation of borrowed funds and share premium
Except as detailed below, 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 Intermediary shall:
a. 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
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries:
viii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
ix) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
x) Valuation of property, plant and equipment, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
xi) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
xii) Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.
xiii) Title deed of immovable properties
The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in note 3, note 4 and note 5 to the standalone financial statements, are held in the name of the Company.
NOTE 60 As per the requirements of rule 3(1) of the Companies (Accounts) Rules 2014 the Company uses accounting software for maintaining its books of account that have a feature of recording audit trail of each and every transaction creating an edit log of each change made in the books of account along with the date when such changes were made within such accounting software. This feature of recording audit trail has operated throughout the year except for certain transactions, changes made through specific access and for direct database changes and no audit trail features were tampered during the year.
NOTE 61 All amounts in Financial statement are rounded off to '' Lakhs, Amount below rounding off norms are reported as*.
These are the notes referred to in our report of even date.
For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors of
Firm Registration No. 012754N/N500016 Keystone Realtors Limited
(formerly known as Keystone Realtors Private Limited)
CIN: L45200MH1995PLC094208
Pankaj Khandelia Boman Irani Chandresh Mehta
Partner Managing Director Director
Membership No. 102022 DIN: 00057453 DIN: 00057575
Sajal Gupta Bimal Nanda
Chief Financial Officer Company Secretary
Membership No.: 11578
Mumbai Mumbai
Date: May 15, 2024 Date: May 15, 2024
Impairment losses on Investments and Impairment of financial assets (Refer Note 1B(h) above)
In assessing impairment, management estimates the recoverable amounts of Investments based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future cash flows and the determination of a suitable discount rate. For financial assets, as at each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit loss on outstanding financial assets.
Vehicle Loan II is taken from HDFC bank '' 106 (March 31, 2023: Nil) and repayable in 60 monthly installment of '' 2.48 including interest @ 8.40% p.a.
Estimation of fair value
The Company carries out independent valuation for its investment properties at least annually. The best evidence of fair value is current prices in an active market for similar properties. Where such information is not available, the Company considers information from a variety of sources including:
(a) current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences.
(b) discounted cash flow projections based on reliable estimates of future cash flows.
(c) capitalised income projections based upon a property''s estimated net market income, and a capitalisation rate derived from an analysis of market evidence.
The fair values of investment properties have been determined by an independent registered valuer. The main inputs used are discounted cash flow projections based on reliable estimates of future cash flows. All resulting fair value estimates for investment properties are included in level 3.
Impairment testing of goodwill
In accordance with Ind-AS 36, goodwill is reviewed, at least annually, for impairment. The recoverable amount is estimated as the higher of the CGU''s fair value less cost to sell, or its value in use. Directly observable market prices rarely exist for the Company''s assets, however, fair value may be estimated based on recent transactions on comparable assets, internal models used by the Company for transactions involving the same type of assets or other relevant information. Calculation of value in use is a discounted cash flow calculation based on continued use of the assets in its present condition, excluding potential exploitation of improvement or expansion potential.
The recoverable amount of a cash generating unit (CGU) is determined based on value-in-use calculations which require the use of certain assumptions. The calculations are based on cash flow projections approved by management as part of the financial budgeting process. The goodwill is allocated to the single CGU in which the Company operates, i.e. real estate constructions, development and other related activities.
These projected cash flows are discounted to the present value using a Cost of Equity (discount rate). The discount rate is commensurate with the risk inherent in the projected cash flows and reflects the rate of return required by an investor in the current economic conditions.
The Company uses specific revenue growth assumptions for each reporting unit based on history and economic conditions.
As a result of goodwill impairment test for the year/periods mentioned above, no goodwill impairment was identified as the recoverable value of the CGUs to whom goodwill was allocated exceeded their carrying amounts at all the periods reported above.
Impact of possible changes in key assumptions
The Management believes that no reasonably possible change in any of the above key assumptions would cause the recoverable amount to fall below the carrying value of any of the CGU having allocated goodwill.
(iii) Rights, preferences and restrictions attached to shares Equity Shares
The Company has one class of equity shares having a par value of 7 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
Nature and purpose of other reserves:
Debenture redemption reserve
The Company is required to create a debenture redemption reserve out of the profits which is available for payment of dividend and for the purpose of redemption of redeemable non convertible and optionally convertible debentures.
Securities premium reserve
Securities premium is used to record the premium on issue of shares. This is utilised in accordance with the provision of the Companies Act, 2013.
Capital Reserve
Capital reserve is created out of profits or gains of a capital nature. The capital reserve is available for utilisation against capital purpose and are not available for distribution of dividend.
General Reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.
Employee stock option outstanding
The share options outstanding account is used to recognise the grant date fair value of options issued to employees under Rustomjee Employee stock option plan.
Nature of security and terms of repayment for secured borrowings:
i) Redeemable preference shares
0% Redeemable preference shares of 7 10 each were issued on December 04, 2014 to the erstwhile shareholders of Rustomjee Buildcon Private Limited pursuant to the scheme of amalgamation (approved by Hon''ble High Court of Bombay vide its order dated November 07, 2014) without payment being received in cash. These shares may be redeemable, in whole or in part, at the option of the Company or the holder at any time on or before December 03, 2034. In the event of liquidation, preference shareholders have a preferential right over equity shareholders to be repaid to the extent of capital paid-up. During the year, preference shares has been redeemed at par.
ii) Debentures
(a) Optionally convertible debentures (OCDs)
These OCDs carry a interest rate of 15% p.a payable quarterly, which are either convertible into one fully paid up equity share of the Company for each OCD at the option of the holder or are reedemable at any time on or before April 04, 2023 at par. During the year, OCDs are converted into equity shares.
(b) Redeemable non-convertible debentures (NCDs)
(i) First charge over entire Project assets including the project development rights, buildings and any other moveable and immoveable assets of the Project with a security cover of 1.50x;
(ii) First charge over Project Collections generated from the Project which will be deposited in the Designated Bank Account;
(iii) Charge over bank accounts of the Issuer including Designated Bank Account, Current Account and DSRA Account (Interest for next 3 months) related to the Project;
(iv) Cost overrun, completion & cash shortfall undertaking from the Promoters;
(v) Personal Guarantee of Boman Irani, Chandresh Mehta & Percy Chowdhry.
Terms of repayment along with interest charged is
as follows:
(i) the term loan is repayable within 30 months from date of Allotment i.e. September 06, 2022.
(ii) the term loan carries interest rate of 11.50% p.a. payable semi-annually.
iii) Term loans from banks and other parties
(a) Term loan from ICICI Bank Limited amounting to Nil (March 31, 2022: 7 4,848) is secured against
(i) Exclusive charge by way of registered mortgage on the development rights of all the pieces and parcels of land bearing CTS Nos. G-164A (part) G-626 of village Bandra, Taluka Andheri, in Mumbai Suburban District Mumbai, admeasuring 14,184 sq. mtrs., together with all buildings and structures thereon, both present and future;
(ii) Exclusive charge by way of registered mortgage on project "Rustomjee Paramount", excluding sold units;
(iii) Exclusive charge by way of registered mortgage on the scheduled receivables of residential project "Rustomjee Paramount";
(iv) Exclusive charge by way of registered mortgage on security of all rights, title, interest, claims, benefits, demands under the Project documents both present and future;
(v) Exclusive charge by way of registered mortgage on the Escrow Account, all monies credited/ deposited therein (in whatever form the same may be), and all investments in respect thereof (in whatever form the same may be);
(vi) Additionally, Boman Irani, Percy Chowdhry and Chandresh Mehta (Managing Director and Directors of the Company respectively) have provided their unconditional and irrevocable personal guarantee in respect of the loan.
Terms of repayment along with interest charged is as follows:
(i) for 7 15,000 loan, the loan is repayable in 14 monthly installment commencing from September 15, 2021;
(ii) for 7 15,000 loan, The loan carries interest rate linked to ICICI Bank Limited "MCLR 1Y Spread". The rate of interest on the loan is MCLR 1Y plus 2.70% spread p.a.
(b) Term loan from Standard Chartered Bank amounting to Nil (March 31, 2022: 7 800) is secured against:
Exclusive charge over 9 identified unsold flats (1 flat in Project Rustomjee Elita with area of 2,010 sft, 2 flats in Project Rustomjee Oriana with area of 5,892 sft and 6 flats in Project Rustomjee Seasons with area of 13,990 sft) offered as security and all receivables thereon ensuring minimum security cover of 1.54x/65% for the facility. Additionally, Boman Irani, Percy Chowdhry and Chandresh
Mehta (Managing Director and Directors of the Company respectively) have provided their unconditional and irrevocable personal guarantee in respect of the loan.
Terms of repayment along with interest charged is as follows:
The loan is repayable in quarterly installments of 7 528 starting from October 30, 2020.
The terms loans carry interest rate of 11.25% to 12.35%.
(c) Term loan from ICICI Bank Limited amounting to Nil (March 31, 2022: 7 10,535) is secured against:
The Facility, an interest thereon, costs, charges, expenses and all other monies in respect thereof shall be secured by:
1. Exclusive mortgage in favour of ICICI BANK by way of registered mortgage on the development rights of the all the piece & parcel Of land located at survey no. 19 and City Survey no. 76 (part), 88 (part) and 588 (part), Rajendra Nagar, Borivali East, District of Mumbai City, admeasuring approximately 7,120 sq. mtrs including all the structures thereon both present future, along with all the development potential arising thereon (including additional development potential in the form of TDR, premium FSI, etc), both present and future;
2. First Pari Passu mortgage in favour of ICICI BANK by way of registered mortgage on the development rights of the Land bearing CTS Nos. G-164A (part) & G-62E of village Bandra, Taluka Andheri, in the Mumbai Suburban District, Mumbai, admeasuring 14,184 sq, mtrs., together with all buildings and structures thereon, both present and future;
3. Exclusive mortgage in favour of ICICI BANK by way Of registered mortgage on Rustomjee Summit project excluding sold units;
4. First Pari Passu mortgage in favour of ICICI BANK by way of registered mortgage on Rustomjee Paramount Project excluding sold units;
5. Exclusive mortgage by way of registered, mortgage on the Scheduled Receivables of the Rustomjee Summit Project and all insurance proceeds, both present and future;
6. First Pari Passu mortgage by way of registered mortgage on the Scheduled Receivables of the Rustomjee Paramount Project and all insurance proceeds, both present and future;
7. Exclusive mortgage by way of registered mortgage on security of all rights. title, interest, claims, benefits, demands under the Rustomjee Summit Project Documents both present and future;
8. First Pari Passu mortgage by way of registered mortgage on security of all rights, title, interest, claims, benefits, demands under the Rustomjee Paramount Project Documents both present and future;
9. Exclusive mortgage by way of registered mortgage/ hypothecation on the Escrow Account of the Rustomjee Summit Project and DSR Account all monies credited/deposited therein (in whatever form the same may be). and all investments in respect thereof (in whatever form the same may be);
10. First Pari Passu mortgage by way of registered mortgage/hypothecation on the Escrow Account 1 and Escrow Account 2 of the Rustomjee Paramount Project and the DSR Account all monies credited/ deposited therein (in whatever form the same may be) and all investments in respect thereof (in whatever form the same may be);
11. Additionally, Mr. Boman R. Irani, Mr. Percy S. Chowdhry and Mr. Chandresh Mehta (Managing Director and Directors of the Company respectively) have provided their unconditional and irrevocable personal guarantee in respect of the loan.
Terms of repayment along with interest charged is
as follows:
The Loan is repayable in 9 quarterly installments
commencing from March 15, 2021.
The terms loans carry interest rate of 11.20% to 11.35%.
(d) Term loan from L & T Finance Limited amounting to
Nil (March 31, 2022: 7 22,794) is secured against:
1) Exclusive charge by way of registered indenture of mortgage:
(i) on the development rights of the Project arising out of land parcel admeasuring 15,445.08 sq.mtrs. Corresponding to survey no.341(pt), having corresponding CTS nos 648 (Part), 6481 to 6 village Bandra, Gandhi Nagar, located at Bandra east, Mumbai0400051 and present & future construction thereon.
(ii) On entire unsold units and sold receivables of the project.
2) Second charge on 28 units in tower D of the Project currently charge with the M.I.G. Co-operative Housing Society Bandra East Group IV Limited ("Society") (Once the charge of the Society is released the Lender shall become the exclusive charge holder).
Terms of repayment along with interest charged is as follows:
The Loan is repayable after completion of 24 months from date of 1st disbursement, Loan will be repaid in 16 quarterly instalments calculated on balance outstanding after 24 months
The terms loans carry interest rate of 11.00%
(e) Term loan from Tata Capital Housing Finance Limited amounting to 7 4,864 (March 31, 2022: 7 2,814) is secured against:
⢠Exclusive charge by way of registered mortgage over development rights and FSI of project Parishram by Rustomjee situated at Pali Hill Road, Bandra.
⢠Exclusive charge to be created on Security Flat admeasuring 2665 sq. ft. carpet area i.e. 4397.25 sq. ft. saleable area, immediately upon receipt of OC of the Project.
⢠Exclusive charge by way of hypothecation on all the receivables including sold, unsold, insurance receipts, development and other charges and any cash inflow in the redevelopment Project Parishram Rustomjee at Pali Hill.
⢠DSRA equivalent to 3 month''s interest on outstanding amount of the facility.
Terms of repayment along with interest charged is as follows:
Moratorium period of 36 months and there after 24 equated monthly installments commencing from the end of 37th month since the date of first drawdown under the facility.
Rate of Interest will be Construction Finance Prime Lending Rate (CFPLR) minus 6.45% per annum on monthly reducing & floating rate basis. The present CFPLR is 17.45% & present effective rate of interest will be 11.00% per annum on monthly reducing & floating rate basis.
iv) Cash credit and overdraft facilities
(a) The overdraft facility availed from ICICI Bank Limited amounting to Nil (March 31, 2022: Nil) is secured by same securities as that of the term loan amounting to Nil as on March 31, 2022. (refer point (a))
Interest rate is as follows:
The facility carries floating interest rate linked to ICICI Bank Limited I-MCLR 6M spread. The rate of interest on the loan is I-MCLR 6M plus 2.90% spread p.a.
(b) The overdraft facility availed from ICICI Bank Limited amounting to 7 123 (March 31, 2022: 7 2,450) is secured by same securities as that of the term loan amounting to Nil as on March 31, 2023. (refer point (a)).
Interest rate is as follows:
The facility carries floating interest rate linked to ICICI Bank Limited I-MCLR 6M spread. The rate of interest on the loan is I-MCLR 6M plus 3.00% spread p.a.
(c) The overdraft facility availed from Standard Chartered Bank Limited amounting to Nil (March 31, 2022: 7 2) is secured against as (refer point (d)).
Interest rate is as follows:
The loan carries floating interest rate linked to Marginal Cost of Lending Rate (MCLR). The rate of interest on the loan is MCLR plus margin.
(d) The cash credit facility availed from The Zoroastrian Co-operative Bank Limited amounting to 7 359 (March 31, 2022: Nil) is secured against registered mortgage of 3 flats belonging to the Company and directors.
Interest is payable monthly @ 11.00% p.a.
v) Vehicle loan
Vehicle loan from ICICI Bank Limited amounting to 7 87 (March 31, 2022: 7 15) is secured against:
Vehicle Loan I is taken from ICICI bank and repayable in 60 monthly installment of 7 1.14 including interest @ 775% p.a.
Vehicle Loan II is taken from ICICI bank and repayable in 60 monthly installment of 7 0.18 including interest @ 8.50% p.a.
Vehicle Loan III is taken from ICICI bank and repayable in 60 monthly installment of 7 1.79 including interest @ 8.65% p.a.
These loans are secured by underlying assets against which these loans have been obtained, refer note 52.
vi) Unsecured Loans and advances from related parties and others
Loan from related parties carry an interest of 0%-11% p.a.
The carrying amounts of financial and non-financial assets pledged as security for current and non-current borrowings are disclosed in note 52.
For Liabilities from financing activities refer note 46.
(ii) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are measured at amortised cost and for which fair values are disclosed in the financial statements.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. The Mutual fund are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The fair values of investment in debentures and borrowings, security deposits, long term deposits with bank, trade payable, corpus, security deposit towards rented premises with original maturity of more than 12 months are calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
NOTE 42 - FINANCIAL RISK MANAGEMENT
The Company''s activities expose it to a variety of financial risks namely credit risk, liquidity risk and market risk. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance.
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risk from investment in debentures, loans, deposits with banks and financial institutions.
Trade receivables
Trade receivables are generally unsecured and are derived from revenue earned from customers. Credit risks related to receivables resulting from sale of inventories is managed by requiring customers to pay the dues before transfer of possession, therefore, substantially eliminating the Company''s credit risk in this respect. In case of cancellation of sales agreement by the customer, the Company shall be entitled to sell and transfer the premises to another customer, forfeit and appropriate into itself an amount equivalent to (a) 10% (ten percent) of the Sale Consideration and (b) the actual loss to occur on the resale of the premises to the new customer. Historical experience of collecting receivables of the Company is supported by low level of past default and hence the credit risk is perceived to be low.
Other financial assets
The Company has assessed for its other financial assets namely loans, interest receivable, security deposits, deposits recoverable from land owners and housing societies, receivable from JV Partner, Bank balances other than cash and cash equivalents and other receivable as high quality, negligible credit risk. The Company periodically monitors the recoverability and credit risks of its financial assets. The Company evaluates 12 month expected credit losses for all the financial assets for which credit risk has not increased. In case credit risk has increased significantly, the Company considers lifetime expected credit losses for the purpose of impairment provisioning.
The Company''s maximum exposure to credit risk as at March 31, 2023 and March 31, 2022 is the carrying value of each class of financial assets as disclosed in notes 7-8 and 12-17.
(ii) Liquidity risk
Liquidity is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. Company''s objective is to, at all time maintain optimum levels of liquidity to meet its financial obligations. The Company manages liquidity risk by maintaining sufficient cash and cash equivalents and by having access to funding through an adequate amount of committed credit lines. In addition, processes and policies related to such risks are overseen by senior management.
(iii) 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 of two types of risk: interest rate risk and currency risk. Financial instruments affected by market risk include borrowings and creditors for capital expenditure.
(a) Foreign 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 not materially exposed to any foreign exchange risk during the reporting periods.
(b) Interest 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 risk of changes in market rate is limited to borrowings (excluding vehicle loans and non-convertible debentures) which bear floating interest rate. The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Parent, non-controlling interest and borrowings (including interest accrued and lease liability).
The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns for it''s shareholders. The capital structure of the Company is based on management''s judgment of the appropriate balance of key elements in order to meet its strategic and day-to-day needs.
The Company monitors the capital structure on the basis of debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
The Company considers the amount of capital in proportion to risk and manages the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.
The Company''s aim is to translate profitable growth to superior cash generation through efficient capital management. The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
(i) Leave obligations
The leave obligations cover the Company''s liability for casual, sick and earned leave are based on Acturial valuation.
The amount of the provision of 7 386 (March 31, 2022: 7 330) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months.
(ii) Defined contribution plans
The Company has certain defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. During the year, the Company has recognised 7 157 (March 31, 2022: 7 112) in the standalone statement of profit and loss or construction work-in-progress.
(iii) Post employment obligations Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.
The above sensitivity analysis is based on a change in 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 as when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period. (v) The major categories of plan assets are as follows:
The plan asset for the funded gratuity plan is administered by Life Insurance Corporation of India (''LIC'') as per the investment pattern stipulated for Pension and Group Schemes fund by Insurance Regulatory and Development Authority regulations i.e. 100% of plan assets are invested in insurer managed fund. Quoted price of the same is not available in active market.
(vi) Risk exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
Interest rate risk: A fall in the discount rate which is linked to the government securities rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.
Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.
Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
Asset liability matching risk (ALM risk): The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.
Concentration risk: Plan is having a concentration risk as all the assets are invested with the insurance Company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.
(vii) Defined benefit liability and employer contributions
Expected contributions to post-employment benefit plans for the year ending March 31, 2023 is 7 49 (March 31, 2022: 7 80).
(viii) Employee stock option plan
The establishment of the Rustomjee Employee Stock Option Plan 2022 was approved by the Shareholders on May 11, 2022. Under the plan, participants are granted options which vest at 25% each year over the period of four years of service from the grant date. Participation in the plan is at the board''s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
Once vested, the options remain exercisable for a period of four years. When exercisable, each option is convertible into one equity share.
Fair value of options granted:
The fair value at grant date is independently determined using the Black-Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The model inputs for options granted during the year ended March 31, 2023 includes:
a) Vested options are exercisable for a period of four years after vesting.
b) exercise price: 7 480 (in absolute)
c) grant date: August 01, 2022
d) share price at grant date: 7 499.34 (in absolute)
e) expected price volatility of the Company''s shares: 43%
f) Dividend yield: 0%
g) risk-free interest rate: 6.95% to 7.27%
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.
The Board of directors (BOD) is the Company''s chief operating decision-maker. Management has determined the operating segments based on the information reviewed by the BOD for the purposes of allocating resources and assessing performance. Presently, the Company is engaged in only one segment viz ''Real estate and allied activities'' and there is no separate reportable segment as per Ind AS 108 ''Operating Segments''.
Entity wide disclosure
(a) Information about product and services - The Company operates is a single category viz Real estate and allied activities.
(b) Information in respect of geographical area - The Company has operations within India.
(c) Information about major customer - Non of the customer contribute to more than 10% of total revenue of the Company.
Non-current assets excluding financial assets, current tax assets and deferred tax assets amounting to 7 4,059 (March 31, 2022: 7 3,539) are located entirely in India.
d) Terms and conditions
Transactions were done in ordinary course of business and on normal terms and conditions:
Outstanding balances are unsecured and repayable in cash. Loan to related parties are interest free except for loan to Luceat Realtors Private Limited, Imperial Infradevelopers Private Limited and Riverstone Educational Academy Private Limited which carries interest rate of 9%-18%. The purpose for which loans are given (futherance of business) are not considered prejudicial to the Company''s interest.
|
NOTE 50 - CONTINGENT LIABILITIES |
||
|
DESCRIPTION |
As at March 31, 2023 |
As at March 31, 2022 |
|
Claims against the Company not acknowledged as debt |
||
|
Income tax matter (refer note 3 below) |
1,957 |
4,983 |
|
Indirect tax matters (refer note 4 below) |
330 |
42 |
|
Other matter (refer note 5 below) |
375 |
375 |
Note
1. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.
2. The Company has evaluated the impact of the Supreme Court (SC) judgement dated February 28, 2019 in case of "Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal" and the related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated March 20, 2019 issued by the Employees'' Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952. In the assessment of the management which is supported by legal advice, the Company believes that the aforesaid judgement does not have material impact on the Company. The Company will continue to monitor and evaluate its position based on future events and developments.
3. The Company has ongoing disputes with direct tax authorities relating to tax treatment of certain items. These mainly include timing difference of expenses claimed, tax treatment of certain items of income/expense, etc.
4. There are pending litigations relating to input tax credit matters including interest and penalties.
5. Company is involved in certain legal and civil claims.
The Company had invested in Series B Non Convertible Debenture (NCD) of a subsidiary Company (Keystone Infrastructure Private Limited); these debentures has been redeemed in full during the year. The Company has waived off the interest accrued thereon of 7 378, (March 31, 2022 7 1,258) which has been accounted as notional income as per Ind AS 109 and debited to the deemed investment in subsidiary.
NOTE 55 - PROVISION FOR FORSEEABLE LOSS
The cost to complete estimates reflect foreseeable loss of 7 445 (March 31, 2022: 7 1,522) on a project of the Company. The differential of 7 1,076 represents reversal of forseeable loss provision, considering improvement in net realisable value in said project and which is recoginised as an income during the year in standalone statement of profit and loss.
Further, on account of aforesaid change, Changes in inventories of completed saleable units and construction work-in-progress includes reversal of provision for inventories (net realisable value) amounted to 7 1,255 (March 31, 2022: 7 3,347).
Significant judgement: classification of joint arrangements
The Company has entered into Partnership firms/Association of person whose legal form confers separation between the parties to the joint arrangement and the Company itself. Also, as per the contractual arrangements, the parties to the joint arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Accordingly the Joint arrangements have been identified as Joint controlled entities.
Financial impact of joint controlled entities
The Company accounts for assets, liabilities, revenue and expenses relating to its interest in joint controlled entities based on the internal agreements/arrangements entered into between the parties to the joint arrangements for execution of projects. Accordingly the Company has recognised revenue from operations 7 873 (March 31, 2022: 7 823), total expenditure (including tax) 7 879 (March 31, 2022: 7 809 ), total assets as at March 31, 2023: 7 13,140 (March 31, 2022: 7 12,388), total liabilities as at March 31, 2023: 7 5,275 (March 31, 2022: 7 4,993) and profit of March 31, 2023: 7 51 (March 31, 2022: 7 284).
NOTE 57 - EVENTS OCCURING AFTER THE REPORTING PERIOD
Subsequent to year end, the National Company Law Tribunal (NCLT) has approved the scheme of amalgamation of Toccata Realtors Private Limited with the Company ("the scheme"). The certified copy of the order is awaited. Considering amalgamation is not a businsess combination as per Ind AS 103 "Business combinations", the impact of the same will be given from the effective date as defined in the scheme.
The Company has entered into Securities Subscription and Shareholders'' Agreement (SSHA) dated May 09, 2022 with HDFC Capital Affordable Real Estate Fund - 3, One-UP Financial Consultants Private Limited, Jagdish Naresh Master, Mahima Stocks Private Limited, IIFL Special Opportunities Fund - Series 9 and IIFL Special Opportunities Fund -Series 10 to subscribe to equity shares of the Company aggregating to 7 17,000 comprising of 3,404,412 equity shares of face value of 7 10 each and securities premium of 7 489.35 each through a private placement. In respect of aforesaid issue the Company has incurred 7 284 as share issue expenses which has been adjusted to securities premium.
NOTE 59 - COMPLETION OF INITIAL PUBLIC OFFER (IPO)
During the year ended March 31, 2023, the Company has completed its IPO of 11,737,521 equity shares of face value of 7 10 each at an issue price of 7 541 per share aggregating to 7 63,500, comprising of fresh issue of 10,351,201 shares aggregating to 7 56,000 and offer for sale of 1,386,320 shares by selling shareholders aggregating to 7 7,500. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on November 24, 2022.
In respect of the aforesaid IPO, the Company has incurred 7 4,030 as share issue expenses, which has been allocated between the Company and selling shareholders, in proportion to the proceeds of the IPO received by the Company and respective selling shareholders. The Company''s share of expenses amounting to 7 3,554 has been adjusted to securities premium and that of selling shareholders amounting to 7 476 were netted off from their proceeds of IPO.
NOTE 61 - ADDITIONAL REGULATORY INFORMATION
i) Details of Benami property Held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
ii) Borrowings secured against current assets
The Company has borrowings from banks and financial institutions on the basis of security of current assets, also refer note 52. However, there are no requirements of filing quarterly returns or statements with banks as per the terms of relevant agreements.
iii) Wilful Defaulter
The Company has never been declared as wilful defaulter by any bank or financial institution or government or any government authority.
iv) Relationship with struck off companies
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
v) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
vi) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year (refer note 57).
vii) Utilisation of borrowed funds and share premium
Except as detailed below, 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 Intermediary shall:
a. 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
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
viii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
ix) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
x) Valuation of PP&E, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
xi) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
xii) Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.
xiii) Title deed of immovable properties
The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in note 3, note 4 and note 5 to the standalone financial statements, are held in the name of the Company.
NOTE 62 Previous year figures have been regrouped/reclassified, wherever necessary to conform to current year classification.
NOTE 63 All amounts in Financial statement are rounded off to 7 Lakhs, Amount below rounding off norms are reported as *
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