Notes to Accounts of Emerald Leisures Ltd.

Mar 31, 2025

A Provision is recognized when the Company has a present obligation as a result of a past event and it is probable that an outflow of
resources is expected to settle the obligation, in respect of which a reliable estimate can be made.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.

Contingent liability is disclosed in case of

(a) present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the
obligation.

(b) present obligation arising from past events, when no reliable estimate is possible

(c) a possible obligation arising from past events where the probability of outflow of resources is not remote.

Contingent assets are neither recognized, nor disclosed.

Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.

(xii) Segment reporting

The Company determines segments based on the internal organisation and management structure of the Company and its system of
internal financial reporting and the nature of its risks and its returns. The Board of Directors of the Company has been identified as
Chief Operating Decision Maker (CODM). CODM evaluates the Company''s performance, allocate resources based on analysis of
various performance indicators of the Company for disclosing in the segment report. The accounting policies adopted for segment
reporting are in line with the accounting policies of the company.

Segment revenue includes income directly identifiable with the segments.

Expenses that are directly identifiable with the segments are considered for determining the segment result. Expenses which relate to
the Company as a whole and not allocable to segments and expenses which relate to the operating activities of the segment but are
impracticable to allocate to the segment, are included under “Unallocable corporate expenses".

Income which relates to the Company as a whole and not allocable to segments are included in Unallocable Income and netted off
from Unallocable corporate expenses.

Segment assets and liabilities include those directly identifiable with the respective segments. Unallocable corporate assets and liabilities
represent the assets and liabilites that relate to the Company as a whole and not allocable to any segment.

D. RECENT ACCOUNTING DEVELOPMENTS

The Ministry of Corporate Affairs ("MCA") has vide notification dated May 7, 2025 notified Companies (Indian Accounting
Standards) Amendment Rules, 2025 (the ''Rules'') which amends certain accounting standards, and are effective from 1 April 2025
onwards. The summary of amendments is as follows -

Ind AS 21, The Effects of Changes in Foreign Exchange Rates - These amendments provide guidance on when a currency is considered
as exchangeable, application guidance on determining exchangeability and estimating spot rates, disclosure requirements when the
currency is not exchangeable and references to matters contained in other Indian Accounting Standards.

Ind AS 101, First-time Adoption of Ind AS - Corresponding amendments are made to Ind AS 101 in line with abovementioned
amendments in Ind AS 21 with respect to entity having functional currency that is subject to severe hyperinflation or lacking
exchangeability.

The above amendments are not expected to have material impact on Company''s Financial Statements.

* Preference shares include 50,00,000 (Previous year : 50,00,000) Non Cumulative, Non Convertible, Non
Participating, Redeemable Preference shares of face value of Rs. 100/- each. The preference shares carry 10%
Dividend and are redeemable at par after 10 years from the date of issue.

a) Terms/rights attached to equity shares

1) The company has only one class of Equity Shares having face value of Rs. 5/-. Each shareholder of equity share is
entitled to one vote per share. In the event of liquidation of the Company, the equity shareholders will be entitled to
receive the remaining balance of assets if any, after preferential payments and to have a share in surplus assets of the
Company, proportionate to their individual shareholding in the paid up equity capital of the Company.

2) The shareholders of the company through a resolution passed in the meeting held on 23.04.2021 approved the
subdivision of the equity share of the company from Face value of Rs. 10/- each into two equity shares of Face value
of Rs. 5/- each. The record date of subdivision was 25.05.2021.

b) Right issue of Shares

Pursuant to resolution passed at the meeting of the Board of Directors of the company held on June 10, 2024, the
Company came out with issue of shares on right basis in ratio of 1:2 for issue to its shareholder. The Company had
issued and allotted, on right basis 1,00,12,400 equity shares of face value of f 5/- each at a price of f 12.5/- (including
securities premium of f 7.5/- per equity share) to its shareholder on October 03, 2024. The object of this right issue is
to utilize the proceeds for repayment of all or certain outstanding borrowings (including interest thereon), general
corporate purpose and to meet right issue expenses. Funds raised are utilised as per below details.

(ii) Defined Benefit Plan:

Gratuity is payable to all eligible employees of the Company on superannuation, death, permanent
disablement and resignation in terms of provisions of the Payment of Gratuity Act, 1972, or as per the
Company''s scheme whichever is more beneficial.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for
gratuity were carried out as at March 31, 2025. The present value of the defined benefit obligations and the
related current service cost and past service cost, were measured using the Projected Unit Credit Method
(PUC). Further, the plan is not funded.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity
plan and the amounts recognised in the Company''s financial statements as at balance sheet date:

VII Risk Exposure And Asset Liability Matching

Provision of a defined benefit scheme poses certain risks,some of which are detailed hereunder, as
companies take on uncertain long term obligations to make future benefit payments.

Liability Risks

a) Asset-Liability Mismatch Risk-

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching
duration with the defined benefit liabilities, the company is successfully able to neutralize valuation
swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability

b) Discount Rate Risk-

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in
practise can have a significant impact on the defined benefit liabilities.

c) Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure
purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher
present value of liabilities especially unexpected salary increases provided at management''s discretion
may lead to uncertainities in estimating this increasing risk.

Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the company
may default on paying the benefits in adverse circumstances. Funding the plan removes volatility in
company''s financials and also benefit risk through return on the funds made available for the plan.

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data
available. In addition, the Company internally reviews valuations, including independent price validation for certain instruments.

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

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

* The company has disclosed the fair values of trade payables, Borrowings, Redemable Preference shares, security deposits, trade receivables,
cash & cash equivalents, loans and other deposits at their carrying amounts, which are reasonable approximation of fair value.

# Fair value of membership deposit (current & non-current) is estimated using a discounted cashflow model. The valuation requires
management to make certain assumptions about interest rates, maturity period, credit risk, forecasted cash flows etc.

Fair value hierarchy

The following table provides the fair value measurement hierarchy of Company''s assets and liabilities grouped into Level 1 to Level 3 as
described in material accounting policies - Note 1. Further, table describes the valuation techniques used, key inputs to valuations and
quantitative information about significant unobservable inputs for fair value measurements.

During the year ended 31 March 2025 & 31 March 2024 there were no transfers between level 1 and level 2 fair value measurements and no
transfers into and out of level 3 fair value measurement.

Fair value of trade payables, Borrowings, Redemable Preference shares, security deposits, trade receivables, cash & cash equivalents, loans and
other deposits approximates their carrying value. Accordingly, fair value hierarchy disclosures are not applicable.

Valuation process to determine fair value

The fair values of the equity instruments, mutual fund units and bonds which are quoted, are derived from quoted market prices in active
markets. In the case of the investment measured at fair value and falling under fair value hierarchy Level 2 and Level 3, value has been
considered as an appropriate estimate of fair value.

The company''s risk management is carried out by management, under policies approved by the board of directors. Company''s treasury identifies, evaluates and hedges financial risks in close
cooperation with the company''s operating units. The board provides written principles for overall risk management, as well as policies covering specific areas, such as credit risk and investment oi
excess liquidity.

(A) Credit risk

Credit risk in case of the company arises from cash and cash equivaslenrs, deposits with banks and financial institutions, as well as credit exposures to customers including outstanding receivables.
Credit Risk Management

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the company periodically assesses the reliability of customers, taking into
account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

Trade Receivables

Credit risk from trade receivables is managed by establishing credit limits, credit approvals and monetoring credit worthiness of customers. Outstanding customer receivables are regularly
monitored. Refer note 8.1 for aging of trade receivables.

(B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availibility of funding through an adequate amount of committed credit facilities to meet obligations when due.

Due to the dynamic nature of underlying businesses, company maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rollingforecasts of the company''s liquidityposition andcash & cash equivalents on the basis of expectedcash flows. This is carried out in accordance withpractice andlimits
set by the company.

(C) Market Risk

Market riskis the risk ofloss of future earnings, fair values or future cash flows that mayresult from a change in the price of a financialinstrument. The value of a financialinstrument may change
as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all
market risk sensitive financial instruments including investments and deposits, foreign currency receivables and payables.

The Company manages market risk through a treasury department, which evaluates and excercises independent control over the entire process of market risk management. The treasuy department
recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this deparment include management of cash
resources, implementing hedging strategies for foreign currency exposures and ensuring compliance with market risk limits and policies.

(i) Foreign currency risk

The company does not operates internationally and consequently the Company is not exposed to foreign exchange risk.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in market interest rates. The Company main interest rate risk arises
from long-term borrowings with fixed rates.

The company''s risk management is carried out by management, under policies approved by the board of directors. Company''s treasury identifies, evaluates and hedges financial risks in close
cooperation with the company''s operatingunits. The board provideswritten principles for overall risk management, as well as policies covering specificareas, such as credit risk and investment
of excess liquidity.

(A) Credit risk

Credit risk in case of the company arises from cash and cash equivaslenrs, deposits with banks and financial institutions, as well as credit exposures to customers including outstanding
Credit Risk Management

Credit risk arises from the possibilitythat counterparty may not be ableto settletheirobligations as agreed. To manage this, the company periodically assesses the reliability of customers, taking
into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

Trade Receivables

Credit risk from trade receivables is managed by establishing credit limits, credit approvals and monetoring credit worthiness of customers. Outstanding customer receivables are regularly
monitored. Refer note 8.1 for aging of trade receivables

(B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availibility of funding through an adequate amount of committed credit facilities to meet obligations when due.

Due to the dynamic nature of underlying businesses, company maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the company''s liquidity position and cash & cash equivalents on the basis of expected cash flows. This is carried out in accordance with practice and
set by the company.

(C) Market Risk

Market risk is the risk of loss offuture earnings, fairvalues orfuture cash flowsthat may resultfrom a change inthe price of a financial instrument. The value of a financial instrument may change
as a result of changes inthe interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all
market risk sensitive financial instruments including investments and deposits, foreign currency receivables and payables.

The Company manages market risk through a treasury department, which evaluates and excercises independent control over the entire process of market risk management. The treasuy
department recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this deparment include management of
cash resources, implementing hedging strategies for foreign currency exposures and ensuring compliance with market risk limits and policies.

(i) Foreign currency risk

The company does not operates internationally and consequently the Company is not exposed to foreign exchange risk.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in market interest rates. The Company main interest rate risk arises
long-term borrowings with fixed rates.

Interest rate risk exposure

The exposure of the Company''s borrowing to interest rate changes at the end of the reporting period are as follows:

The Company uses Tally Prime Edit Log accounting software for maintaining its books of accounts which have a feature of recording audit trail(edit log) facility. Every transaction creating an edit log of each change made in the
books of account alongwith the date when such changeswere made andwhomade thosechangesinsuch accounting sofiware. This feature ofrecording audit trailhas operated throughout the year and wasnot tamperedwith
during the year.- The audit trail has been preserved in accordance with statutory requirements for record retention, including secure backups and restricted access protocols. The company also uses Shawman MMS* Ultra for
management of inventory at various stores within the entity, Property Management system (PMS) for management of room occupancies and invoicing and Point of Sale (POS) management system for management of restaurant
and outlet operations at the club from order booking to invoicing. These softwares do not have audit trail (edit log) facility.

Note 36 - Going Concern Assumption

Due to historical financial performance of the Company, the management performed detailed going concern assessment and also assessed whether there is any requirement for impairment of non financial assets of the Company as
on March 31, 2025 as per Ind AS 36 - Impairment of Assets. For this purpose, the management obtained fair valuation report of the business for the purpose of computation of recoverable value of Cash Generating Unit (CGU) as
per the requirement of Ind AS 36 for the year ended 31.03.2025. The management believes that there is no adverse change in the fair value of assets as on 31.03.2025 considering the market conditions. Since the recoverable value of
CGU is higher than the carrying cost, the management believes that there is no requirement for impairment of non-current financial assets.

Further based on the evaluation of external and internal information available with the Company, future business projections prepared, no instances of default in paying current liabilities (including repayment of borrowings from
banks and interest thereon), continued financial support from the promoters till March 31, 2025 along with the letter of support received from the promoters as on March 31, 2025, the management believes that the company will be
able to meet its liabilities existing at the date of balance sheet (i.e. March 31, 2025) as and when they fall due within a period of one year from the balance sheet date and no material uncertainty exists about the entity''s ability to
continue as a going concern. Therefore considering aforementioned factors, the management believes that there is no requirement for impairment of non financial assets as on March 31, 2025 and therefore no material adjustment is
required to the financial statements for the year ended March 31, 2025.

The said investment made by the company is in compliance with Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

Note 38 - Other Notes
i. Details of Benami Property

The Company does not own any benami property neither any proceedings are initiated or pending against theCompany under the Prohibition of Benami Property Transactions Act, 1988.
ii Borrowings secured against current assets

Although the Company has fund based borrowings from banks or financial institutions on the basis of security of current assets, there is no requirement of submittimng statement of Current Assets.

iii. Wilful Defaulter

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

iv. Relationship with Struck off Companies

As per the information available with the Company, the Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

v. 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) nor has it received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party).

vi. Details of Crypto-Currency or Virtual Currency

The Company has not traded or invested in Crypto-Currency or Virtual Currency during the financial year.

vii. Registration of charges or satisfaction with Registrar of Companies

There is no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period.

viii. Undisclosed Income

There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

ix. Revaluation

The Company has not revalued its Property,Plant and Equipment and intangible assets during the year.

Note 39 - Previous year figures

Comparative previous year''s figures have been reworked, regrouped and reclassified to the extent possible, wherever necessary to confirm to current year''s classification and presentation.

Note 40 - The financial statements of Emerald Leisures Limited were approved by the Board of Directors and authorised for issue on May 22, 2025.

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

For P G BHAGWAT HP EMERALD LEISURES LIMITED

Chartered Accountants

SD/- SD/- SD/- SD/-

Devdatta Mainkar Nikhil Mehta Rajesh Loya Kapil Purohit

CFO & Whole

Partner CEO & Director Company Secretary

time Director

Membership No. 109795 (DIN:00252482) (DIN:00252470)

Place : Mumbai Place : Mumbai

Date : 22/05/2025 Date : 22/05/2025

---

Mar 31, 2024

* Preference shares include 50,00,000 (Previous year : 50,00,000) Non Cumulative, Non Convertible, Non Participating, Redeemable Preference shares of face value of Rs. 100/- each. The preference shares carry 10% Dividend and are redeemable at par after 10 years from the date of issue.

a) Terms/rights attached to equity shares

1) The company has only one class of Equity Shares having face value of Rs. 5/-. Each shareholder of equity share is entitled to one vote per share. In the event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining balance of assets if any, after preferential payments and to have a share in surplus assets of the Company, proportionate to their individual shareholding in the paid up equity capital of the Company.

2) The shareholders of the company through a resolution passed in the meeting held on 23.04.2021 approved the subdivision of the equity share of the company from Face value of Rs. 10/- each into two equity shares of Face value of Rs. 5/- each. The record date of subdivision was 25.05.2021.

a) Capital Redemption Reserve: Capital Redemption Reserve was created on redemption of Preference shares in earlier years. /

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

b) Revaluation Reserve: The revaluation reserve is credited on account of revaluation of freehold land. It is not available fordistribution as dividend.

c) Retained earnings are the profits / losses that the Company has earned till date, less any transfers to General reserve and payment of dividend.

d) Other Comprehensive Income: This represents the cumulative gains and losses arising on remeasurement of defined benefits obligation.

The above reserves will be utilised in accordance with the provision of the Companies Act, 2013.

(i) Terms of the Preference Shares are as follows :

Preference shares include 50,00,000 (Previous year : 50,00,000) Non Cumulative, Non Convertible, Non Participating, Redeemable Preference shares of face value of Rs. 100/- each. The preference shares carry 10% Dividend and are redeemable at par after 10 years from the date of issue.

The Company had issued these non-cumulative redeemable preference shares amounting to Rs. 4000.00 Lakhs and Rs. 1000 Lakhs during the financial year 2017-18 and 2019-20 respectively. (refer note 35)

(ii) Term Loans :

a) Term Loan includes 4 loans from an NBFC amounting to Rs. 1862.19 Lakhs (Previous year : 2305.44 Lakhs) carrying floating interest rate linked to the NBFC''s Internal reference rate. Total amount outstanding as on 31.03.2024 is Rs. 1862.19 Lakhs out of which Rs.786.06 Lakhs has been shown under Other Current Financial Liabilities as current maturity of long term loan. The Tenure details of the above loans is as follows -

Principal & interest portion of EMIs for the month of March 2024 amountijng to Rs 46.90lakhs and Rs 15.81lakhs (falling due on 15.03.2024) for above mentioned term loans have been paid subsequently in April 2024 & May 2024

The loans are secured as follows :

1) Primary Security : Hypothecation on all present & future current assets of the company.and equitable mortgage of immovable property of company

2) Collateral Security ( Owned by others ):

(i) Residential Property at Dadar East Mumbai

(ii) Commercial Property located at Fort Mumbai

3) There has been no continuing default as on the balance sheet date in repayment of any of the above loans and interest thereon, except stated above

4) The company has used the borrowings from NBFC for the purpose for which it was taken as at the balance sheet date.

Contract balances

The contract liabilities primarily relate to the advance consideration received from customers for which revenue is recognised when the performance obligation is over/ services delivered. Advance Collections is recognised when payment is received before the related performance obligation is satisfied. This includes advances received from the customer towards rooms/restaurant/banquets. Revenue is recognised once the performance obligation is met i.e. on room stay/ sale of food and beverage / provision of banquet services. It also includes membership fees received in advance and disclosed as Income received in advance.

Note - 25 Contingent Liabilities and Commitments (to the extent not provided for) A. Contingent Liabilities:
Particulars	As at 31st March, 2024 (RsJ	As at 31st March, 2023 (Rsj
Contingent liabilities
B. Commitments:
Particulars	As at 31st March, 2024 (Rs.)	As at 31stMarch, 2023(Rs.)
Estimated amount of contracts remaining to be executed on capital account and not provided for		-

This information has been determined to the extent such parties have been identified on the basis of intimation received from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. There are overdue amounts payable to Micro, Small and Medium Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act,2006, as at the reporting date or anytime during the year, amount is outstanding because of pending reconciliation of ledgers due to rate overcharged in bills and hence no interest has been paid or payable.

Note - 29 Employee benefits (i) Defined Contribution Plans:

The Company makes contributions towards provident fund, Employees State Insurance Corporation and other retirement benefits for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage / fixed amount of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the respective fund set up by the government authority.

(ii) Defined Benefit Plan:

Gratuity is payable to all eligible employees of the Company on superannuation, death, permanent disablement and resignation in terms of provisions of the Payment of Gratuity Act, 1972,or as per the Company’s scheme whichever is more beneficial.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31,2024. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method (PUC).

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Company’s financial statements as at balance sheet date:

VIII A quantitative sensitivity analysis for significant assumption is shown as follows:

Sensitivity analysis indicates the influence of a reasonable change in certain significant assumptions on the outcome of the present value of obligation. Sensitivity analysis is done by varying (increasing/ decreasing) one parameter by 100 basis points (1 %)

IX Risk Exposure And Asset Liability Matching

Provision of a defined benefit scheme poses certain risks,some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.

Liability Risks

a) Asset-Liability Mismatch Risk-

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.

b) Discount Rate Risk-

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can have a significant impact on the defined benefit liabilities.

c) Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may default on paying the benefits in adverse circumstances. Funding the plan removes volatility in company''s financials and also benefit risk through return on the funds made available for the plan.

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available. In addition, the Company internally reviews valuations, including independent price validation for certain instruments.

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

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

* The company has not disclosed the fair values of trade payables, trade receivables and cash and cash equivalents because their carrying amounts are reasonable approximation of fair value.

i. Fair value of security deposit (non-current) is estimated using a discounted cashflow model. The valuation requires management to make certain assumptions about interest rates, maturity period, credit risk, forecasted cash flows etc.

Fair value hierarchy

The following table provides the fair value measurement hierarchy of Company''s assets and liabilities grouped into Level 1 to Level 3 as described in significant accounting policies - Note 2. Further, table describes the valuation techniques used, key inputs to valuations and quantitative information about significant unobseir/able inputs for fair value measurements.

Company''s principal financial liabilities, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance and support company''s operations. Company''s principal financial assets include trade and other receivables, security deposits and cash and cash equivalents, that derive directly from its operations.

In order to minimise any adverse effects on financial performance of the company, it has taken various measures. This note explains the source of risk which the entity is exposed to and how the entity manages the risk and impact of the same in the financial instruments.

The company''s risk management is carried out by management, under policies approved by the board of directors. Company''s treasury identifies, evaluates and hedges financial risks in close cooperation with the company''s operating units. The board provides written principlesfor overall risk management, as well as policies covering specific areas, such as credit risk and investment of excess liquidity.

(A) Credit risk

Credit risk in case of the company arises from cash and cash equivaslenrs, deposits with banks and financial institutions, as well as credit exposures to customers including outstanding receivables.

Credit Risk Management

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the company periodically assesses the reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

Trade Receivables

Credit risk from trade receivables is managed by establishing credit limits, credit approvals and monetoring credit worthiness of customers. Outstanding customer receivables are regularly monitored.(Refer note 6.1 for aging of trade receivables)

(B) Liquidity risk

Prudent liquidity risk management implies maintaining suffiecient cash and the availibility of funding through an adequate amount of committed credit facilities to meet obligations when due.

Due to the dynamic nature of underlying businesses, company maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors olling forecasts of the company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. This is carried out in accordance with practice and limits set by the group.

Note - 32 Capital Management

The company''s objectives when managing capital are to

(i) Safeguard it''s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

(ii) Maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the company may issue new shares or sell assets to reduce debt. Consistent with others in the industry, the company monitors capital on the basis of the following gearing ratio: Net debt (total borrowings net of cash and cash equivalents) divided by total ''equity'' (as shown in the balance sheet).

Note 35 - Non-Cumulative Redeemable Preference Shares

The company nau issueu non-cumulative leueemame preiereiLe snares ainounnng to rs. 4000.00 Lam anu rs. 1000 Lakiis uurnig me iinancial yeai 201/-18 anu 2017-20 respectively. me Company uiu not account ror me ran value gain on initial

recognition anu unwinding oi interest cost associateu with the issuarce oi these non-cumulative refieemable pieieience shares. During the financial year 22-23, the Company has restateu the opening numbers as at April 01, 2021 anu has appropriately accounteu the fair value gain on initial recognition anu unwmding oi interest cost on these reueemable preference shares amounting to Rs. 3072. 28 lakhs anu Rs. 694. 06 lakhs respectively. Further, the Company, uuring FY 22-23 has also restateu the results ior the year enueu March 31, 2022 along with quarter enueu March 31, 2022 anu December 31, 2022 on account oi recognition oi proportionate unwinding oi interest cost relateu to these reueemable preierence shares oi Rs. 262.18 lakhs, Rs. 65.54 lakhs anu Rs. 72.10 lakhs respectively.

Note 36 - Going Concern Assumption

Due to historical financial performance oi the Company, the management performeu uetaileu going concern assessment anu also assesseu whether there is any requirement ior impairment oi non iinancial assets oi the Company as on March 31, 2024 as per Inu AS 36 - Impairment oi Assets. For this purpose, the management obtaineu iair valuation report oi the business ior the purpose oi computation oi recoverable value oi Cash Generating Unit (CGU) as per the requirement oi Inu AS 36 ior the year enueu 31.03.2023. The management believes that there is no auverse change in the iair value oi assets as on 31.03.2024 consiuering the market conuitions. Since the recoverable value oi CGU is higher than the carrying cost, the management believes that there is no requirement ior impairment oi non-current financial assets.

Further baseu on the evaluation oi external anu internal information available with the Company, iuture business projections prepared no instances oi ueiault in paying current liabilities (indudlng repayment oi borrowings from banks anu

interest thereon), continueu iinancial support irom the promoters till March 31, 2024 along with the letter oi support receiveu irom the promoters as on March 31, 2024, the management believes that the company will be able to meet its liabilities

existing at the uate oi balance sheet (i.e. March 31, 2024) as anu when they iall uue within a periou oi one year from the balance sheet uate anu no material uncertainty exists about the entity''s ability to continue as a going concern. Therefore consiuering aiorementioneu iactors, the management believes that there is no requirement ior impairment oi non financial assets as on March 31, 2024 anu therefore no material afijustment is requireu to the iinancial statements ior the year enueu March 31, 2024.

Note - 37 Other Notes

i. Details of Benami Property

The Company uoes not own any benami property neither any proceefiings are initiateu or penfiing against theCompany unuer the Prohibition oi Benami Property Transactions Act, 1988.

ii. Borrowings secured against current assets

Although the Company has iunu baseu borrowings irom banks or financial institutions on the basis oi security oi current assets, there is no requirement oi submittimng statement oi Current Assets.

iii. Wilful Defaulter

The Company has not been ueclareu as wiliul ueiaulter by any bank or iinancial institution or other lenuer.

iv. Relationship with Struck off Companies

As per the iniormation available with the Company, the Company has not entereu into any transactions with companies struck oii unuer section 248 oi the Companies Act, 2013 or section 560 oi the Companies Act, 1956.

v. Utilisation of Borrowed funds and share premium

The Company has not auvarceu or loaneu or investeu tonus to any other person(s) or entity(ies), indufiing foreign entities (In terme uiaries) nor has it receiveu any iunu irom any person(s) or entity(ies), inclufiing foreign entities (Funding Party).

vi. Details of Crypto-Currency or Virtual Currency

The Company has not traueu or investeu in Crypto-Currency or Virtual Cunercy uuring the iinancial year.

vii. Registration of charges or satisfaction with Registrar of Companies

There is no charges or satisiaction yet to be registereu with Registrar oi Companies beyonu the statutory periou.

Note - 38 : Previous year figures

The figures ior the previous year have been regroupeu/redassifierfwherever necessary to corresponu with current year''s classification/ ^closure.

The iinancial statements oi Emeralu Leisures Limiteu were approveu by the Boaru oi Directors anu authoriseu ior issue on May 30, 2024

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Mar 31, 2023

(x) Provisions and Contingencies

A Provision is recognized when the Company has a present obligation as a result of a past event and it is probable that an outflow of resources is expected to settle the obligation, in respect of which a reliable estimate can be made.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liability is disclosed in case of

(a) present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation.

(b) present obligation arising from past events, when no reliable estimate is possible

(c'') a possible obligation arising from past events where the probability of outflow of resources is not remote. Contingent assets are neither recognized, nor disclosed.

Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.

a) Capital Redemption Reserve: Capital Redemption Reserve was created on redemption of Preference shares in earlier years. / As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

b) Revaluation Reserve: The revaluation reserve is credited on account of revaluation of freehold land. It is not available fordistribution as dividend.

c) Retained earnings are the profits that the Company has earned till date, less any transfers to General reserve and payment of dividend.

d) Other Comprehensive Income: This represents the cumulative gains and losses arising on remeasurement of defined benefits obligation.

The above reserves will be utilised in accordance with the provision of the Companies Act, 2013.

Note:

(i) Terms of the Preference Shares are as follows :

Preference shares include 50,00,000 (Previous year : 50,00,000) Non Cumulative, Non Convertible, Non Participating, Redeemable Preference shares of face value of Rs. 100/- each. The preference shares carry 10% Dividend and are redeemable at par after 10 years from the date of issue.

(ii) Term Loans :

a) Term Loan includes loan from an NBFC amounting to Rs. 23,05,44,029/- (Previous year : 27,16,74,789/-) carrying floating interest rate linked to the NBFC''s Internal reference rate. Total amount outstanding as on 31.03.2023 is Rs. 23,05,44,029/- out of which Rs. 4,44,53,849/- has been shown under Other Current Financial Liabilities as current maturity of long term loan. The first loan is repayable in 8 years in equal monthly installments starting from 16th August, 2018 while the second loan is repayable 4 years, first 12 months is moratorium and then in equal monthly installments starting from 05th October, 2021.

b) During the year, Company received term loan under ECGS Rs. 4,35,52,000/- which is included in above term loan. The loan is repayable in 6 years, first 24 months is moratorium and then in equal monthly installments starting from 15th September, 2023.

The loan is secured as follows :

1) Primary Security : Hypothecation on all present & future current assets of the company.

2) Collateral Security :

(i) Residential Property at Dadar East Mumbai

(ii) Land & Building located at Chembur Mumbai

(iii) Commercial Property located at Fort Mumbai

3) There has been no continuing default as on the balance sheet date in repayment of any of the above loans and interest thereon.

4) The company has used the borrowings from bank for the purpose for which it was taken as at the balance sheet date.

Notes to the Financial Statements for the year ended 31st March, 2023 (All amounts are in Rs Lakhs unless otherwise stated)

Note - 28 Related party transactions

A. Related Parties (As identified by the Management In the Light of Requirements of Ind AS 24)

1. Key Management Personnel

(a) Rajesh Loya

(b) Jashwant Mehta

(c) Nikhil Mehta

(d) Jaydeep Mehta (e'') Chetan Mehta

2. Other Related Parties

(a) Dhwani Mercantile Private Limited

(b) Juhu Resorts and Development Private Limited

(c) Neptune Resorts & Developers Private Limited

(d) Ahmednagar Finance Ltd.

(e) Techno Equity Broking Private Limited

(f) Techno Property Developers Private Limited

(g) Juhu Tours & Travels Private Limited

(h) Maneesh Taparia

(i) Amit Vardhaman Shah

(j) Techno Finvestrade (India) Private Limited

(k) Techno Realtors Private Limited

Provision of a defined benefit scheme poses certain risks,some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.

Liability Risks

a) Asset-Liability Mismatch Risk-

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.

b) Discount Rate Risk-

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can have a significant impact on the defined benefit liabilities.

c) Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainities in estimating this increasing risk.

Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may default on paying the benefits in adverse circumstances. Funding the plan removes volatility in company''s financials and also benefit risk through return on the funds made available for the plan.

The Company had issued non-cumulative redeemable preference shares amounting to Rs. 4000.00 Lakhs and Rs. 1000 Lakhs during the financial year 2017-18 and 2019-20 respectively. The Company did not account for the fair value gain on initial recognition and unwinding of interest cost associated with the issuance of these non-cumulative redeemable preference shares. During the current financial year, the Company has restated the opening numbers as at April 01,2021 and has appropriately accounted the fair value gain on initial recognition and unwinding of interest cost on these redeemable preference shares amounting to Rs. 3072. 28 lakhs and Rs. 694. 06 lakhs respectively. Further, the Company, during the year has also restated the results for the year ended March 31,2022 along with quarter ended March 31,2022 and December 31,2022 on account of recognition of proportionate unwinding of interest cost related to these redeemable preference shares of Rs. 262.18 lakhs, Rs. 65.54 lakhs and Rs. 72.10 lakhs respectively.

Note 36 - Going Concern Assumption

Due to historical financial performance of the Company, the management performed detailed going concern assessment and also assessed whether there is any requirement for impairment of non financial assets of the Company as on March 31,2023 as per Ind AS 36 -Impairment of Assets. For this purpose, the management obtained fair valuation report of the business for the purpose of computation of recoverable value of Cash Generating Unit (CGU) as per the requirement of Ind AS 36. Since the recoverable value of CGU is higher than the carrying cost, the management believes that there is no requirement for impairment of non current financial assets. Further based on the evaluation of external and internal information available with the Company, future business projections prepared, no instances of default in paying current liabilities (including repayment of borrowings from banks and interest thereon), continued financial support from the promoters till March 31,2023 along with the letter of support received from the promoters as on March 31,2023, the management believes that the company will be able to meet its liabilities existing at the date of balance sheet (i.e. March 31,2023) as and when they fall due within a period of one year from the balance sheet date and no material uncertainty exists about the entity’s ability to continue as a going concern. Therefore considering aforementioned factors, the management believes that there is no requirement for impairment of non financial assets as on March 31,2023 and therefore no material adjustment is required to the financial statements for the year ended March 31,2023.

Note - 37 Other Notes

i. Details of Benami Property

The Company does not own any benami property neither any proceedings are initiated or pending against theCompany under the Prohibition of Benami Property Transactions Act, 1988.

ii. Borrowings secured against current assets

The Company does not have any fund based borrowings from banks or financial institutions on the basis of security of current assets.

iii. Wilful Defaulter

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

iv. Relationship with Struck off Companies

As per the information available with the Company, the Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

v. 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) nor has it received any fund from any person(s) or entity(ies), including foreign entities (Funding Party).

vi. Details of Crypto-Currency or Virtual Currency

The Company has not traded or invested in Crypto-Currency or Virtual Currency during the financial year.

vii. Registration of charges or satisfaction with Registrar of Companies

There is no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period.

Note - 38

The figures for the previous year have been regrouped/ reclassified to correspond with current year’s classification/ disclosure.

The financial statements of Emerald Leisures Limited were approved by the Board of Directors and authorised for issue on May 30, 2023.

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

For P G BHAGWAT LLP EMERALD LEISURES LIMITED

Chartered Accountants

sd/- sd/- sd/- sd/-

Shriniwas Shreeram Gadgil Nikhil Mehta Rajesh Loya Vedashri Chaudhari

Partner CEO & Director CFO & Director Company Secretary

(DIN:00252482) (DIN:00252470) ^{Membership No}''^:

Membership No. 120570 A55742

UDIN : 23120570BGUEGD5299

Place : Mumbai Place : Mumbai

Date : 30/05/2023 Date : 30/05/2023

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Mar 31, 2018

A. NOTESONACCOUNTS

1. Refundable Membership Fees

The Company has received Rs. 6,69,65,000/- (Rs. 1,53,52,005/- after Ind AS effect)towards Refundable Membership Fees as on the date of the Balance Sheet and the same are shown under Non- Current Liability as Refundable Membership Fees.

2. Contingent Liabilities and Commitments (to the extent not provided for)

A. Contingent Liabilities:

i. Real estate stock-in-trade (Swastik Textiles Division) of Rs.3,754,229/- (as at 31^st March, 2018, Rs.3,754,229/-) has been valued at cost of land including the accretion to its value on change of its character from’capital assets’to ‘trading assets’ plus development expenses incurred. The plots and area of these real estate stocks in trade (land) is as under:

ii. Confirmation letters have not been obtained from debtors, creditors, loans/ advances given and for certain loans/ deposits taken and hence their balances are subject to reconciliation and consequent adjustments, if any.

iii. Related party transactions

Related Parties (As identified by the Management In the Light of Requirements of AS 18)

Names of Related Parties:-

1. Key Management Personnel

(a)Rajesh Loya

(b)Jashwant Mehta

(c)Chetan Mehta

2. Other Related Parties

(a)Dhwani Mercantile Private Limited

(b) Juhu Resorts and Development Private Limited

(c) Neptune Resorts & Developers Private Limited

(d) Techno Broking & Financial Services Private Limited

(e) Techno Equity Broking Private Limited

(f) Juhu Tours & Travels Private Limited

iv. Earnings per share

Earnings per share (EPS) are calculated by dividing the profit attributable to equity shareholders by the weighted average number of equity shares outstanding during the year, as under:

v. Segment accounting as per AS 17.

The Company Operates only in a Single Segment & hence Segment Reporting as required under Accounting Standard -17 is not applicable.

vi. The deferred tax asset on account of Depreciation as per the Income Tax Act, and that as per the accounts - to Rs17,20,590/-. In view of the continuing losses no further Deferred Tax Asset is created in view of uncertainty about its ultimate recovery.

vii. Figures of the previous year have been regrouped to conform to current year grouping.

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Mar 31, 2013

1. Continoent liabilities and Commitments (to the extent not provided for)

A. Contingent liabilities, in respect of:

As at 31st As at 31st Particulars March,13 March,12 Rupees Rupees

L Demand by DGFT (excluding interest and penalty), contested before 37,463,669 37,463,669 CESTAT and recovery stayed.

ii. Non-fulfillment of export obligation under the Advance L icense Scheme. 7,244,465 7,244,465

iii. Excise demand if any against the orders passed by the CESTAT (amount deposited by the Company Rs. 16 Lacs against same) 7,268,989 7,268,989

iv. Disputed penalty by Income Tax, appealed, pending disposal. Amountnot Amountnot ascertained ascertained

In all the above matters, the Company does not expect any liability to crystallize

2. Real estate stock-in-trade (Swastjk Textiles Division)ofRs.3,754,229/-(asat31sMarch, 2012, Rs.3,754,229/-) has been valued atcost of land including the accretion to its value on change of its character from ''capital assets'' to ''trading assets'' plus development expenses incurred. The plots and area of these real estate stocks in trade (land) is as under:

i. Plot No CTS 366, area 2372 Sq Meters

(Mani garage)-Encroached Both the above

ii. PlotNoCTS 366/6, area 10,004.1 Sq Meters aggregate 12376 SqMtrs.

- Encroached by slum & unauthorized

occupants.

3. Confirmation letters have not been obtained from debtors, creditors, loans/ advances given and for certain loans/ deposits taken and hence their balances are subject to reconciliation and consequent adjustments, if any.

4. Related party transactions

Related Parties (As identified by the Management In the Light of Requirements of AS 18)

Names of Related Parties:-

1. Key Management Personnel

(a) Rajesh Loya (b) Jashwant Mehta (C) Chetan Mehta 2.. Other Related Parties

(a) Dhwani Mercantile Private Limited (b) Juhu Resorts and Development Private Limited (c) Associated Engineers and Architects

Transactions with Related Parties (Figures in Rs.)

5. Segment accounting as per AS 17.

The Company Operates only in a Single Segment & hence Segment Reporting as required under Accounting Standard -17 is not applicable.

6. The deferred tax asset on account of Depreciation as per the Income Tax Act, and that as per the accounts - to Rs137,548/-, disallow- ances u/s 43B of the Income Tax act of Rs. 1,304,942/- disallowances u/s 40a (ia) of the Income Tax act of Rs.278,100/- aggregating Rs.1,720,590/- as applicable has been provided and recognized as deferred tax asset as envisaged in AS 22. In view of the continuing losses no further Deferred Tax Asset is created in view of uncertainty about its ultimate recovery.

7. The Company has not provided for wealth tax liability, if any, in view of unascertainability of the value of such property due to reservation of land, unauthorized occupants and other reasons.

8. Figures of the previous year have been regrouped to conform to current year grouping.

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Mar 31, 2012

1. Contingent liabilities and Commitments (to the extent not provided for)

A. Contingent liabilities, in respect of:_

As at 31st As at 31st

Particulars March,12 March,11 Rupees Rupees

i Demand by DGFT (excluding interest and penalty), contested before 37,463,669 37,463,669 CESTAT and recovery stayed.

ii. Non-fulfillment of export obligation under the Advance License Scheme. 7,244,465 7,244,465

iii. Excise demand if any against the orders passed by the CESTAT (amount deposited by the Company Rs.16 Lacs against same) 7,268,989 7,268,989

iv. Disputed penalty by Income Tax, appealed, pending disposal. Amount not Amount not ascertained Amount not ascer tained

v. Demand for taxes by Bombay Municipal corporation (2000 to 2009), appeal ascertained (See 14,861,620 against same is pending before Bombay High Court Note Below)

vi. Paymenttocreditors.assignedtoacquirerunderslumpsale. 24,894,308 24,894,308

vii. Claims of Labourers as passed by 8* Labour Court Mumbai . 10.927,980

Note: The Matter has been decided in favour of the company. However the company has not received final demand note from BMC/ MCGM but conservatively the liability is not expected to be more than Rs. 10 Lakhs.

2. Confirmation letters have not been obtained from debtors, creditors, loans/ advances given and for certain loans/ deposits taken and hence their balances are subject to reconciliation and consequent adjustments, if any.

3. Related party transactions

Related Parties (As identified by the Management In the Light of Requirements of AS 18)

Names of Related Parties:- 1. Key Management Personnel

(a) Rajesh Loya (b) Jashwant Mehta (C) Chetan Mehta 2.. Other Related Parties

(a). Associated Engineers and Architects (b) Jashwant Mehta & Associates (c) Bela Estate and Development LLP (d) Bela Estate and Development Pvt Limited (e) Dhwani Mercantile Private Limited (f) Juhu Resorts and Development Private Limited (g) Neptune Resorts and Developers Private Limited.

Transactions with Related Parties (Figures in Rs.)

Since there were no related parties in FY 2010-11. All Figures are only for FY 2011 -12

4. Segment accounting as per AS 17.

The Company Operates in only In a Single Segment & hence Segment Reporting as required under Accounting Standard -17 is not Applicable

5. The deferred tax asset on account of Depreciation as per the Income Tax Act, and that as per the accounts - to Rs. 137,548/- disallowances u/s 43B of the Income Tax act of Rs.1,304,942/- disallowances u/s 40a (ia) of the Income Tax act of Rs.278,100/- aggregating Rs. 1,720,590/- as applicable has been provided and recognized as deferred tax asset as envisaged in AS 22. In view of the continuing losses no further Deferred Tax Asset is created in view of uncertainty about its ultimate recovery.

6. The Company has not provided for wealth tax liability, if any, in view of unascertainability of the value of such property due to reservation of land, unauthorized occupants and other reasons.

7. Figures of the previous year have been regrouped to conform with current year grouping.

(iv) Aggregate number and class of shares allotted as fully paid up pursuant to contracts) without payment being received in cash, bonus shares and shares bought back for the period of 5 years immediately preceding the Balance Sheet date:

All the shares have been issued in the earlier years and not in preceding 5 years as on 31st March 2012 and 31st March 2011

Note 1 - Security

The Term Loan is Secured by way of First Charge on Land and Building Situated at Plot Bearing CTS No. 366/ 15A Behind Mangal Anand Hospital and Near Shushrut Hospital Siddharth Colony Swastik Park Chembur Mumbai and Exclusive charge by way of Hypothecation of Current Assets of the Company, Both Present and Future, Equitable/Registered Charge of residential/commercial properties of Corporate Guarantors.

The Above Term Loan is Guaranteed by Some of the Directors and Others.

Note 2 - Terms of Repayment

Term Loan is to be repaid in 28 Quarterly Instalments Starting FY 2013 - 14

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Mar 31, 2010

1. Estimated amount of contracts remaining to be executed on capital account and not provided for is Rs.Nil/- (as at 31a March, 2009 Rs.Nil/-).

2. Contingent liabilities, in respect of: As at 31st March,09 Rupees Rupees

i. Demand by DGFT (excluding interest and penalty), contested before 37,463,669 38,032,707 CESTAT and recovery stayed.

ii. Non-fulfillment of export obligation under the Advance License Scheme. 7,244,465 7,244,465

iii.Excise demand if any against the orders passed by the CESTAT (amount deposited by the Company Rs. 16 Lacs against same) 7,268,989 7,268,989

iv. Disputed penalty by Income Tax, appealed, pending Amount not Amount not disposal* ascertained ascertained v. Demand for taxes by Bombay Municipal corporation (2000 to 2009), 14,861,620 - appeal against same is pending before Bombay High Court

vi. Payment to creditors, assigned to. acquirer under slump sale. 24,894,308 -

In all the above matters, the Company does not expect any liability to crystallize.

3. Real estate stock-in-trade (Swastik Textiles Division) of Rs.3,754,229/- (as at 31* March, 2009, Rs.3,754,229/-) has been valued at cost of land including the accretion to its value on change of its character from capital assets to trading assets plus development expenses incurred. The plots and area of these real estate stocks in trade (land) is as under

i. Plot No CTS 366, area 2372 Sq Meters

(Mani garage)-Encroached Both the above

ii. PlotNoCTS366/6,area10,004.1SqMeters aggregate 12376 SqMtrs.

- Encroached by slum & unauthorized occupants.

4. Capita! work-in-progress as at 31" March, 2010, aggregating Rs.23,429,810/- (as at 31" March, 2009, Rs. 22.659,528/-) and incidental expenditure during construction period, 13,378,333/- (as at 31st March, 2009 Rs.12,307,116/-) representing expenditure incurred on certain project at the Sports Complex project in Mumbai.

5. Depreciation has been provided on the written down value method in accordance with the provisions of the Companies Act, 1956, at the rates and in the manner specified in schedule XIV to this Act.

6. Confirmation letters have not been obtained from debtors, creditors, loans/ advances given and for certain loans/ deposits taken and hence their balances are subject to reconciliation and consequent adjustments, if any.

7. Managerial remuneration undersection 198 of the Companies Act, 1956: (minimum remuneration)

To the Finance Director

8. Additional information pursuant to the provisions of paragraphs 3,4C and 4D of part II of Schedule VI to the Companies Act, 1956 (to the extent applicable): (i) Stock (a) Openino Stocks

9. Since there hasbeen no business activity during the year and no revenues from any business segments, there is nothing to disclose under segment accounting as per AS 17.

10. The deferred tax asset on account of Depreciation as per the Income Tax Act, and that as per the accounts - to Rs. 137,548/-, disallow- ances u/s 43B of the Income Tax act of Rs.1,304,942/- disallowances u/s 40a (ia) of the Income Tax act of Rs.278,100/- aggregating Rs. 1,720,590/- as applicable has been provided and recognized as deferred tax asset as envisaged in AS 22.

11. The Company has not provided for wealth tax liability if any in view of of the value of such property due to reservation of land, unauthorized occupants and other reasons.

12. Figures of the previous year have been regrouped to conform with current year grouping.