Notes to Accounts of Morepen Laboratories Ltd.

Mar 31, 2025

*During the financial year 2020-21, the Company had paid a sum of ''2596.38 Lakhs towards the acquisition of land for expansion of manufacturing facilities at Baddi, Himachal Pradesh. The necessary documentation for want of statutory approvals for the transfer of land in the name of the company was not completed till previous financial year. However, during the current financial year, the company has received all requisite approvals from the state government and legal ownership of the land now stand transferred in the name of the company. Accordingly, an amount of ''2,060.00 Lakhs has been capitalized under the head ''Land'' within Property, Plant and Equipment. In addition, an amount of ''123.60 Lakhs incurred towards e-stamping and e-registration charges has also been capitalized along with value of acquired land.

Upon completion of final measurements and verification, the total payable amount for the land was confirmed at ''2,060.00 lakhs. Therefore, a net amount of ''536.38 lakhs was received by the company during the year, representing refund of excess payment of ''701.18 lakhs and payment of outstanding dues of ''164.80 lakhs.

C. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -

i) The equity shares of the company are having a par value of ''2/- each. Every member of the Company holding equity shares shall be entitled to vote on every resolution placed before the Company and his voting rights on any poll shall be in proportion to his share in the paid-up equity share capital of the company.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company as per preference prescribed under the Act. The distribution will be in the proportion of the number of equity shares held by each shareholder.

D. During last 5 years immediately preceding the balance sheet date, no Equity Share has been issued pursuant to any contract without payment being received in cash.

G. In terms of Hon''ble National Company Law Tribunal (''NCLT'') order dated 12.03.2018, the company sent notices to all the eligible FD holders seeking, their bank account details and identification particulars, for transfer of Fixed Deposit (FD) dues in their respective bank accounts. In all 4953 no. of fixed deposit holders submitted their identification and bank account particulars and surrendered a total of 50,62,872 Equity Shares for cancellation, with the company. All these FD holders who provided their bank account details, identification particulars and other relevant details, were paid their entire FD dues as per Hon''ble NCLT order dated 12.03.2018. The necessary information in this regard to payment of FD dues were duly submitted to the jurisdictional Registrar of Companies.

Post reconciliation of equity shares surrendered by eligible Fixed Deposit (FD) holders, the number of equity shares identified for cancellation has increased to 50,62,872 instead of earlier 50,38,983 equity shares.

The company has approached BSE Limited (BSE) and National Stock Exchange of India (NSE) for cancellation of aforesaid shares, for which pay-out has been made by the company, in compliance with Hon''ble NCLT''s order dated 12.03.2018. As soon as the Stock Exchanges give their go ahead for cancellation of said shares from total listed capital, the resultant reduction of share capital will be updated with the jurisdictional Registrar of Companies.

Necessary accounting entries for the cancellation of equity capital and reversal of reserves and surplus for ''100.78 Lakhs and ''469.63 Lakhs respectively, will be given effect on the receipt of guidance from stock exchanges and depositories. The total sum of ''570.41 Lakhs, comprising of debit balance of share capital and reserves & surplus, is appearing under head - other current assets. Aforesaid entries has insignificant impact on EPS and current assets.

H. During the year, the company has issued and allotted 3,67,84,991 equity shares of ''2/- each in Qualified Institutions Placement (''QIP'') at an issue price of ''54.37/- per share (including securities premium of ''52.37/- per share) after a discount of 5% on the floor price of ''57.23 per share aggregating to ''20,000.00 lakhs. The issue was made through QIP in terms of Securities and exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI Regulations) as amended, Sec 42, Sec 62 & other relevant provisions of Companies Act, 2013.

Pursuant to the allotment of equity shares in the QIP, the paid up equity share capital of the Company has increased from ''10,222.71 lakhs comprising of 51,11,68,708 equity shares to ''10,959.07 lakhs comprising of 54,79,53,699 equity shares.The company has incurred expenses amounting to ''926.96 lakhs towards issuance of equity shares which have been debited to securities premium account.

Notes - 1. The sum of ''280.59 Lakhs (previous year ''309.89 Lakhs) benefits paid as salaries in respect of compensated absences and ''74.29 Lakhs (previous year ''41.33 Lakhs) regular benefit payments upon exit from service is included in the amount of ''354.87 Lakhs (previous year ''426.38 Lakhs) of benefits paid. 2. During Financial year ending March 31,2024, benefits paid includes a sum of ''87.91 Lakhs (Gratuity) and ''64.92 Lakhs (Leave Encashment), transferred to Morepen Rx Limited (MRx Ltd.), a wholly owned subsidiary, in respect of employees transferred to MRx Ltd., in transfer of business under Slump Sales basis under U/R 11UA, of Income Tax Rules 1962, pursuant to business transfer agreement (BTA) signed between, Morepen Laboratories Limited and Morepen Rx Limited dated, August 22, 2023.

37. IMPAIRMENT

It is the view of management that there are no impairment conditions that exist as on 31st March, 2025. Hence, no provision is required in the accounts for the year under review.

B) Long Term Borrowings - Unsecured

During the current financial year, Corporate Term Loan facility of ''2,500.00 lakhs was sanctioned by Shinhan Bank repayable over a period of 36 months and carrying interest rate of 9.25%. The loan is to be repaid in 10 equal quarterly instalments with moratorium period of 6 months. Interest is to be serviced on monthly basis. Loan is secured by the personal guarantee of Mr. Sushil Suri, Chairman and Managing Director of the company.

The Company has opted to pay the tax under section 115BAA of the Income Tax Act, 1961. Accordingly the provision for current and deferred tax has been determined at the rate of 25.17%

39. Dividend

The Board of Directors at their meeting held on 12 ^th May, 2025 recommended a final dividend of ''0.20/- per share, for the financial year ending March 31, 2025. Final dividend proposed by the Board of Directors is recognized upon approval by the members shareholders, at the forthcoming Annual General Meeting, who have the right to decrease but not increase the amount of dividend recommended by the Board of Directors.

No dividend shall be payable in respect of 50,62,872 equity shares that had been surrendered by members (erstwhile fixed deposit holders) to the Company for cancellation and had claimed refund of their fixed deposit dues in lieu thereof, in accordance with the order passed by the Hon''ble National Company Law Tribunal (NCLT), Chandigarh, dated March 12, 2018. These shares have been cancelled by the Board of Directors of the Company and are pending for cancellation by the Stock Exchanges.

40. Corporate Social Responsibility (CSR)

a) During the financial year ended March 31,2025, CSR amount required to be spent by the Company as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof was ''225.11 Lakh (Previous year ''210.00 Lakh).

b) During the year the Company has made an expenditure of ''225.51 Lakh (Previous year ''220.36 lakh) related to CSR.

C) Short Term Borrowings - Bank Overdrafts and bill discounting facilities

The Company had availed overdraft facility and bill discounting facility from ICICI Bank. This facility was secured by way of Term Deposits made by the company with the bank. Annual rate of interest chargeable on these facilities ranges upto 8.5%, 0.5% over and above deposit rate given by the bank. This facility will be closed as and when the financed bills falls due for payment.

D) Short Term Borrowings - Cash Credit Limit and Working Capital Demand Loan

During the year, Punjab National Bank has sanctioned a demand loan of ''276.50 Lakhs. This demand loan is secured by way of Term Deposits in the name of the company held by the bank. Annual rate of interest chargeable on these facilities ranges upto 8.5%, 0.5% over and above deposit rate given by the bank. This facility will be closed as and when term deposits associated with facility gets matured.

During the year, Kotak Mahindra Bank has sanctioned working capital facilities of ''9,900.00 lakhs (including cash credit (CC) limit of ''2,000.00 lakhs and working capital demand loan (WCDL) of ''7,900.00 lakhs) with tenor of 12 months for CC limit and 90 days for WCDL. The rate of interest is 11.00% per annum for both CC limit and WCDL.

The cash credit limit and working capital demand loan are secured by :-

- Primary Security :- First charge by way of hypothecation on all present and future current assets and fixed assets (both movable and immovable assets).

- Collateral Security :- Equitable/ Registered mortgage over one of the manufacturing facilities of the company.

- The cash credit limit and working capital demand loan is additionally secured by personal guarantee of Mr. Sushil Suri, Chairman and Managing Director of the company and corporate guarantee of M/s. Solitary Investments and Financial Services Private Limited and M/s. Square Investments and Financial Services Private Limited, entities promoted by promoters of the company and holding shares of the company.

42. RIGHT OF USE OF ASSETS AND LEASE LIABILITIES

a) In accordance with Ind AS-116, Leases, the company recognizes a Right-of-Use (RoU) asset at the commencement of the lease term, representing the right to use the underlying leased asset over the lease period. The RoU asset is initially measured at cost, which includes the initial amount of lease liability, any lease payments made at or before the commencement date, and any initial direct costs incurred by the Company. The RoU asset is subsequently amortized on a straight-line basis over the lease term or the useful life of the underlying asset, whichever is shorter, unless the lease transfers ownership of the asset at the end of the lease term. As at the reporting date, the Right of Use Assets are disclosed separately under Note No. 2. - Right of use of Assets.

b) Lease liabilities are recognized at the present value of future lease payments at the commencement date of the lease. Interest expense of lease liabilities during the year was ''152.91 Lakhs.

The company does not face significant restrictions or covenants imposed by lease arrangements.

The Company has recognized ''493.26 lakhs as rent expense during the year which pertains to short term lease/ low value asset and rent charged by subsidiary Dr. Morepen Limited amounting to ''231.98 Lacs, which was not recognized as part of asset.

Total lease expense incurred during the year including short term lease/ low value asset was amounting to ''1319.78 Lakhs.

the transfer (hiving off) of its medical devices business, classified as an ""undertaking"" under Section 180(1)(a) of the Companies Act, 2013, to its subsidiary, Morepen Medipath Limited (formerly known as Morepen Medtech Limited).

In furtherance of the above, the Company executed a Business Transfer Agreement (""BTA"") with Morepen Medipath Limited on March 18, 2025, specifying February 1,2025, as the ''Appointed Date'' for the transfer of ownership of the said undertaking. However, considering the time required for obtaining necessary statutory and regulatory approvals and addressing certain operational considerations, the Board of Directors at its meeting held on May 12, 2025, approved an amendment to the BTA, revising the Appointed Date'' from February 1,2025, to April 1,2025.

The Company has provided refundable, non-interest bearing deposits amounting to ''341.81 lakhs to lessors for various leased premises. These have been measured at amortized cost using an effective interest rate of 9.25%. The difference of ''79.51 lakhs has been recorded as Right of Use of Assets and amortized over the term period of these leases.

c) During the year, the company recognized a sum of ''767.22 lakhs towards, annual depreciation and amortization expense on Right-of-Use (ROU) assets . In view of above, annual Rent/Other expenses are lower by ''826.52 Lakhs. Further, during the year the company recognized annual interest expense of ''152.91 lakhs, representing the interest component of lease liabilities calculated using the effective interest rate method. Notional interest income for the current year for ''22.33 lakhs has been recognised during the year in accordance with Ind AS 109 - Financial Instruments.

On account of above, profits after tax for the year, are down by ''74.83 lakhs, representing netting of rent expenses, interest income, against amortisation charges, interest expenses and deferred tax asset.

43. OTHER SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all assets except stated otherwise have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances of Non-current liabilities, Current liabilities, Long terms loans and advances, Trade receivables, Short term loans and advances and banks are subject to confirmation.

c) Assessments under indirect tax laws for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion of assessments.

d) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

44. Change in appointed date for transfer of ownership

Based on the recommendation of the Audit Committee and subsequent approvals by the Board of Directors and the

shareholders of the Company on January 14, 2025, and February 10, 2025, respectively, the Company had approved

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Mar 31, 2025

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits

Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits

Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of
''10/- each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per
share, whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to
vote on every resolution placed before the company in the General Meeting as per applicable law from time to
time. Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of
cumulative redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh)
was extended up to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of
the said preference shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023,
to October 30, 2032.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining
assets of the company after distribution of preferential amounts. The distribution will be in the proportion of
the number of equity shares held by the shareholders.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into
Compulsory Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained
in note no. 29

A Preference Share Capital

Under the previous GAAP, preference shares were shown as part of equity and carried at cost. Redeemable preference
shares contain a contractual obligation to deliver cash to the holders. Under Ind AS the same is classified as liability.
Dividend on cumulative preference shares has accordingly been shown as part of finance cost.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of ''10/-
each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per share,
whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to vote on
every resolution placed before the company in the General Meeting as per applicable law from time to time.
Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh) was extended up
to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference
shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

ii) Capital Redemption Reserve for redemption of Preference Shares is not created during the year because of
unavailability of surplus.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into Compulsory
Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained in note no. 29

17 CONTINGENT LIABILITIES AND COMMITMENTS
(TO THE EXTENT NOT PROVIDED FOR)

(i) Contingent Liabilities

a) ''The company alongwith its erstwhile Special Purpose Vehicle Company and Blue Coast Infrastructure Pvt.
Ltd. agreed to propose a compromise to make arrangements for a contingency of ''315.62 Crore (subject to
final adjudication) & the terms were duly recorded before Hon''ble High Court, Delhi. Balance of
Contingency ''70.74 Crore is as on 31.03.2025 (Previous Year ''94.57 Crore). Primary parties to the case
regularly paying the agreed amount, accordingly no provision is considered necessary.

b) ''The Company had provided a Bank Guarantee ("BG") to the Punjab Urban Development Authority
("PUDA") in connection with the hotel project at Amritsar, Punjab, undertaken by its subsidiary, Golden
Joy Hotel Private Limited. The said BG lapsed in the year 2013 and the same was not encashed
by PUDA within the validity period. However, a contingent liability of ''5.00 Crore may arise pursuant to a
civil suit filed by PUDA in relation to the same.

(ii) Commitments

The Company has provided a Corporate Guarantee of ''35 crores to Punjab National Bank on behalf of
M/s Joy Hotel & Resorts Pvt. Ltd. for their Chandigarh hotel project. As on 31.03.2025, the outstanding amount
is ''7.20 crore (''15.70 crore as on 31.03.2024), for which the Company is contingently liable.

28 MATERIAL UNCERTAINITY RELATED TO GOING CONCERN

The Company''s hotel operations had been discontinued in the earlier years and the company has been incurring huge
operational losses regularly which has resulted in negative net worth of the Company. This situation indicates that a material
uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. The management
believes that the company''s future business plans and prospects will enable it to meet the operational expenses. Further, the
Board is hopeful and has passed a resolution to receive financial support from its wholly owned Subsidiary Company, M/s
Blue Coast Hospitality Limited, out of funds available with the subsidiary company from various sources, including, if
required, from liquidation or monetization of the land parcel situated in Goa owned by the subsidiary company, to the extent
which may be required by the Company to meet its obligations in future. Considering these factors, the financial statements
for the year ending 31.03.2025 have been prepared by the management on a going concern basis.

29 DISCLOSURE REGARDING WAIVER OF DIVIDEND, MODIFICATION OF TERMS OF REDEEMABLE
PREFERENCE SHARES (RPS) AND PARTIAL CONVERSION THEREOF

(i) Preference Dividend Waiver (Exceptional Item)

The Board of Directors of the company in its meeting held on September 3, 2024, with the consent of the Preference
Shareholders ("RPS"), waived off the dividend accrued amounting to ''8,617.82 lakhs, on RPS held by them,
representing 95% of the total accrued dividend amounting to ''9,071.39 lakhs till 31^st August, 2024. Accordingly, an
amount of ''8,617.82 lakhs has been waived off and is no longer payable by the Company. The remaining 5%,
amounting to ''453.57 lakhs, continues to be payable and has been retained as a liability in the financial statements.

The dividend waiver of ''8,617.82 lakhs (Net of ''8617.79 lakhs for period ending as on 31.08.2024 less ''164.27 lakhs
for the period, April 1, 2024 till August 31, 2024) have been recognized as income under "Exceptional Items" in the
financial statements for the year ended 31^st March 2025.

ii. Reduction of Coupon rate and Conversion into Compulsory Convertible Preference Shares (CCPS)

During the reporting period, pursuant to approval of Board of Directors, Shareholders and with the consent of
Redeemable Preference Shareholders ("RPS"), the following variations in the rights of the existing Redeemable
Preference Shares were made:

a) On 28^th September, 2024, the coupon rate on all outstanding RPS was reduced from 10% per annum to
0.01% per annum.

b) On November 14, 2024, conversion of 6,93,110, 0.01% RPS of ''100 each (out of 20% defaulted of the 41,50,000
RPS, amounting ''8.30 crore) into 0.01% Compulsorily Convertible Preference Shares (CCPS) of ''100 each.
Subsequently, at the same Board Meeting, the Board approved the conversion of 1,89,200 CCPS (out of the
6,93,110 CCPS) into 18,92,000 Equity Shares of ''10 each, at a conversion ratio of 1 CCPS of ''100 each for 10 Equity
Shares of ''10 each.

iii. Subsequent Conversion of pending Compulsory Convertible Preference Shares (CCPS) into Equity Shares

As on the balance sheet date, the Company has outstanding no. of 5,03,910 CCPS of ''100/-. These CCPS are
mandatorily convertible into equity shares in a phased manner. On 16^th May, 2025, 2,55,200 CCPS of ''100/- has been
converted into 25,52,000 equity shares of ''10 each. The remaining balance of 2,48,710 CCPS of ''100/- shall be
converted within the prescribed time. As these instruments are already classified as equity, no further gain or loss
will be recognized upon their conversion.

The conversion will not involve any cash outflow/inflow, however will result in an increase in the equity share
capital of the Company. The impact of the conversion on dilution has been considered in the financial disclosures
under EPS.

iv. Fair Value Measurement of Redeemable Preference Shares (RPS)

The fair value of the modified RPS was determined by discounting expected future cash flows using the prevailing
market interest rate of 10%, as at the date of modification. The fair value of the instruments was as fair value of
residual RPS (post rate reduction): ''1470.49 lakhs.

v. Accounting and Classification as per Ind AS 109 and 32

In accordance with Ind AS 109 - Financial Instruments, the modification of the Redeemable Preference Shares (RPSs)
involved substantial changes in the contractual terms-most notably, a significant reduction in the interest rate and a
partial conversion of the liability into equity instruments. Consequently, the transaction was assessed as a
substantial modification in accordance with the guidance provided in paragraphs 3.3.2 and B3.3.6 of Ind AS 109.

As a result, the original RPSs were derecognized in full, and the modified instruments were recognized at their fair
value. The resulting gain on derecognition of the original liability, amounting to ''1,986.40 lakhs, has been recognized
under "Equity Component of Compound Financial Instruments" within "Other Equity" in the financial statements.

30 DISCLOSURE REGARDING CLAIM OVER RETAINED AUCTION PROCEEDS FROM SALE OF GOA

HOTEL PROPERTY

(i) On 23.02.2015, the "Hotel Park Hyatt Goa Resort & Spa" (Goa Hotel Property) owned by the Blue Coast Hotels Ltd.
(BCHL) was auctioned by the First Charge Holder IFCI Ltd. (IFCI) for the total sum of ''515,44,01,000/- to the
Auction Purchaser ITC Ltd.

(ii) In the representative Civil Suit being C.S.(O.S.) No. 176/ 2015, vide Order dated 31.07.2015, the Hon''ble High Court
of Delhi has been pleased to direct IFCI to retain a sum of ''85.00 Crores from the auction proceed of the Goa Hotel
Property of BCHL in an interest-bearing FD.

(iii) Vide Letter dated 06.02.2019, IFCI informed BCHL that out of the total auction proceed of ''515,44,01,000/-, IFCI has
appropriated a sum of ''314,23,10,542/- towards its loans and other expenses, besides disbursing the sum of
''8,52,07,142/- to the State Bank of Mysore. It was also informed by IFCI that out of the remaining auction proceed, a
sum of ''126,78,37,602/- was released to SEBI towards PACL Ltd. NCD A/c, and a sum of ''85.00 Crores (with
accrued interest) retained by IFCI in terms of the said Order dated 31.07.2015 passed by the Hon''ble High Court.

(iv) Thereafter, towards claim of the said sum of ''85.00 Crores (with accrued interest), SEBI approached the Hon''ble
Supreme Court vide an Application being I.A. No. 128401/ 2018 in the pending C.A. No. 13301/ 2015, seeking a
direction against IFCI to release the sum of ''85.00 Crores (plus accrued interest), having been retained by IFCI. Since,
the said balance auction proceeds for the sum of ''85.00 Crores (plus accrued interest) belonged to the BCHL,
being the rightful claimant to the said balance auction proceed, BCHL filed an Objection/ Counter Affidavit before
the Hon''ble Supreme Court thereby objecting to the said claim of SEBI while stressing that the entire amount
due and payable to SEBI towards the PACL Ltd. NCD A/c on account of the debentures issued to PACL Ltd. stands
fully satisfied and nothing remained payable thereof and thus, the said balance auction proceed is liable to be
returned to BCHL.

(v) On 12.12.2024, SEBI withdrew the said I.A. No. 128401/ 2018 from the Hon''ble Supreme Court, while seeking
permission to approach the Justice Lodha (Retd.) Committee for consideration of the subject matter of said I.A.
No. 128401/ 2018.

(vi) The matter is presently pending consideration before the Ld. Recovery Officer, acting on behalf of Justice Lodha
(Retd.) Committee (in the PACL Matter), where BCHL has filed its Objections thereby making claim over the said
balance auction proceed for the sum of ''85.00 Crores (plus accrued interest) being the surplus amount out of the
auction of the Goa Hotel Property owned by BCHL, while taking various legal and factual pleas, which is a matter of
record and is pending consideration before the Ld. Recovery Officer.

31 SIGNIFICANT DISCLOSURE REGARDING OTHER MATTERS

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance

of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 17(i) )

g) Due to absence of profit, the Company has not paid the dividend on its Cumulative Redeemable Preference Shares
(RPS) and also default in respect of redemption of 0.01% Redeemable Preference Shares. Out of Total default
amounting ''830.00 lakhs, ''693.11 lakhs RPS has been converted into CCPS. Net default of RPS as on 31.03.2025 is
''136.89 lakhs. The Company will address these obligations as soon as financial conditions permit, and the required
profits are available.

h) Pursuant to the examination report received from National Stock Exchange of India ("NSE"), the Securities and
Exchange Board of India ("SEBI") had initiated an investigation into the financial affairs of the Company, for
possible violation of the SEBI Act, 1992 and regulations made thereunder. Following the said investigation, the
company and some of its officials (Whole Time Director and former Chief Financial Officer) have received a Show
Cause Notice ("SCN"), on 04^th March 2025, under Rule 4(1) of SEBI (Procedure for Holding Enquiry and Imposing
Penalties) Rule, 1995 from the Office of the Chief General Manager and Adjudicating Officer, Securities Exchange
Board of India.

The said SCN lists out alleged violation of certain provisions of, inter alia, Regulation 4, 17(8), 23, 33, 34 and 48 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 27 of SEBI Act, 1992
read with Indian Accounting Standard 1, 24 and 37. Without prejudice to our rights and contentions, at this stage, the
Company along with its Whole Time Director have submitted a Settlement Application on 03.05.2025 with SEBI
under SEBI''s Settlement Regulations, 2018, which is currently pending consideration. The settlement, if accepted,
may involve payment of a settlement amount around ''25.00 lakhs, as proposed.

i) The company has not been carrying any business operations during the reporting year. However, the company has
been regularly incurring substantial expenses on leasing of office building, employee costs and professional
expenses for pending disputes and litigation, besides routine expenses. The company has also incurred expenses on
Listing and ROC fee of conversion of Compulsory Convertible Preference Shares into Equity Shares. The same has
resulted in incurring huge operational losses to the company. The management is of the opinion that these expenses
have been incurred in the ordinary course and are necessary for future proposed operations of the company and
to recover claim of amount retained by the IFCI Ltd and to handle writ petition filed against auction of the
hotel property of the company by the IFCI Ltd, for which the management expects the probable positive
outcome in future.

33 OTHER STATUTORY INFORMATION

(i) All the title deeds of immovable properties held in the name of the company.

(ii) The company has not fair valued its Investment Property (as measured for disclosure purposes in the financial
statement) during the year.

(iii) The company has not revalued its Property, Plant and Equipment (including Right of Use Assets) during the
year.

(iv) The Company does not hold any intangible assets; hence, revaluation of intangible assets is not applicable.

(v) The company has not entered into any transaction of Loans or Advances in the nature of Loan granted to
promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or
jointly with any other person.

(vi) The company does not have any Capital Work in Progress (CWIP) during the year.

(vii) The company does not have any Intangible Assets under Development during the year.

(viii) The Company neither hold any Benami property, nor are there any proceedings initiated or pending against the
Company in respect of holding any Benami property.

(ix) The company does not have borrowing from bank or financial institution on basis of security of current assets.

(x) The Company has not been declared a wilful defaulter by any bank, financial institution, government, or
governmental authority during the year.

(xi) The Company has not entered into any transaction with companies struck off.

(xii) The Company has two charges registered with the Registrar of Companies:

(a) ''235 crore in favor of IFCI vide charge ID No. 10202817; and

(b) ''100 crore in favor of SBICAP Trustee Company Ltd vide charge ID No. 10281132.

Since the matters pertaining to these charges are sub judice and currently under adjudication, the Company has
not received confirmation for satisfaction of charges.

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

(xiv) The company has not been involved in any kinds of arrangements as explain u/s 230-237.

(xv) The Company has neither advanced or loaned nor 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.

---

Mar 31, 2025

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits

Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits

Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of
''10/- each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per
share, whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to
vote on every resolution placed before the company in the General Meeting as per applicable law from time to
time. Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of
cumulative redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh)
was extended up to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of
the said preference shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023,
to October 30, 2032.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining
assets of the company after distribution of preferential amounts. The distribution will be in the proportion of
the number of equity shares held by the shareholders.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into
Compulsory Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained
in note no. 29

A Preference Share Capital

Under the previous GAAP, preference shares were shown as part of equity and carried at cost. Redeemable preference
shares contain a contractual obligation to deliver cash to the holders. Under Ind AS the same is classified as liability.
Dividend on cumulative preference shares has accordingly been shown as part of finance cost.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of ''10/-
each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per share,
whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to vote on
every resolution placed before the company in the General Meeting as per applicable law from time to time.
Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh) was extended up
to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference
shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

ii) Capital Redemption Reserve for redemption of Preference Shares is not created during the year because of
unavailability of surplus.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into Compulsory
Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained in note no. 29

17 CONTINGENT LIABILITIES AND COMMITMENTS
(TO THE EXTENT NOT PROVIDED FOR)

(i) Contingent Liabilities

a) ''The company alongwith its erstwhile Special Purpose Vehicle Company and Blue Coast Infrastructure Pvt.
Ltd. agreed to propose a compromise to make arrangements for a contingency of ''315.62 Crore (subject to
final adjudication) & the terms were duly recorded before Hon''ble High Court, Delhi. Balance of
Contingency ''70.74 Crore is as on 31.03.2025 (Previous Year ''94.57 Crore). Primary parties to the case
regularly paying the agreed amount, accordingly no provision is considered necessary.

b) ''The Company had provided a Bank Guarantee ("BG") to the Punjab Urban Development Authority
("PUDA") in connection with the hotel project at Amritsar, Punjab, undertaken by its subsidiary, Golden
Joy Hotel Private Limited. The said BG lapsed in the year 2013 and the same was not encashed
by PUDA within the validity period. However, a contingent liability of ''5.00 Crore may arise pursuant to a
civil suit filed by PUDA in relation to the same.

(ii) Commitments

The Company has provided a Corporate Guarantee of ''35 crores to Punjab National Bank on behalf of
M/s Joy Hotel & Resorts Pvt. Ltd. for their Chandigarh hotel project. As on 31.03.2025, the outstanding amount
is ''7.20 crore (''15.70 crore as on 31.03.2024), for which the Company is contingently liable.

28 MATERIAL UNCERTAINITY RELATED TO GOING CONCERN

The Company''s hotel operations had been discontinued in the earlier years and the company has been incurring huge
operational losses regularly which has resulted in negative net worth of the Company. This situation indicates that a material
uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. The management
believes that the company''s future business plans and prospects will enable it to meet the operational expenses. Further, the
Board is hopeful and has passed a resolution to receive financial support from its wholly owned Subsidiary Company, M/s
Blue Coast Hospitality Limited, out of funds available with the subsidiary company from various sources, including, if
required, from liquidation or monetization of the land parcel situated in Goa owned by the subsidiary company, to the extent
which may be required by the Company to meet its obligations in future. Considering these factors, the financial statements
for the year ending 31.03.2025 have been prepared by the management on a going concern basis.

29 DISCLOSURE REGARDING WAIVER OF DIVIDEND, MODIFICATION OF TERMS OF REDEEMABLE
PREFERENCE SHARES (RPS) AND PARTIAL CONVERSION THEREOF

(i) Preference Dividend Waiver (Exceptional Item)

The Board of Directors of the company in its meeting held on September 3, 2024, with the consent of the Preference
Shareholders ("RPS"), waived off the dividend accrued amounting to ''8,617.82 lakhs, on RPS held by them,
representing 95% of the total accrued dividend amounting to ''9,071.39 lakhs till 31^st August, 2024. Accordingly, an
amount of ''8,617.82 lakhs has been waived off and is no longer payable by the Company. The remaining 5%,
amounting to ''453.57 lakhs, continues to be payable and has been retained as a liability in the financial statements.

The dividend waiver of ''8,617.82 lakhs (Net of ''8617.79 lakhs for period ending as on 31.08.2024 less ''164.27 lakhs
for the period, April 1, 2024 till August 31, 2024) have been recognized as income under "Exceptional Items" in the
financial statements for the year ended 31^st March 2025.

ii. Reduction of Coupon rate and Conversion into Compulsory Convertible Preference Shares (CCPS)

During the reporting period, pursuant to approval of Board of Directors, Shareholders and with the consent of
Redeemable Preference Shareholders ("RPS"), the following variations in the rights of the existing Redeemable
Preference Shares were made:

a) On 28^th September, 2024, the coupon rate on all outstanding RPS was reduced from 10% per annum to
0.01% per annum.

b) On November 14, 2024, conversion of 6,93,110, 0.01% RPS of ''100 each (out of 20% defaulted of the 41,50,000
RPS, amounting ''8.30 crore) into 0.01% Compulsorily Convertible Preference Shares (CCPS) of ''100 each.
Subsequently, at the same Board Meeting, the Board approved the conversion of 1,89,200 CCPS (out of the
6,93,110 CCPS) into 18,92,000 Equity Shares of ''10 each, at a conversion ratio of 1 CCPS of ''100 each for 10 Equity
Shares of ''10 each.

iii. Subsequent Conversion of pending Compulsory Convertible Preference Shares (CCPS) into Equity Shares

As on the balance sheet date, the Company has outstanding no. of 5,03,910 CCPS of ''100/-. These CCPS are
mandatorily convertible into equity shares in a phased manner. On 16^th May, 2025, 2,55,200 CCPS of ''100/- has been
converted into 25,52,000 equity shares of ''10 each. The remaining balance of 2,48,710 CCPS of ''100/- shall be
converted within the prescribed time. As these instruments are already classified as equity, no further gain or loss
will be recognized upon their conversion.

The conversion will not involve any cash outflow/inflow, however will result in an increase in the equity share
capital of the Company. The impact of the conversion on dilution has been considered in the financial disclosures
under EPS.

iv. Fair Value Measurement of Redeemable Preference Shares (RPS)

The fair value of the modified RPS was determined by discounting expected future cash flows using the prevailing
market interest rate of 10%, as at the date of modification. The fair value of the instruments was as fair value of
residual RPS (post rate reduction): ''1470.49 lakhs.

v. Accounting and Classification as per Ind AS 109 and 32

In accordance with Ind AS 109 - Financial Instruments, the modification of the Redeemable Preference Shares (RPSs)
involved substantial changes in the contractual terms-most notably, a significant reduction in the interest rate and a
partial conversion of the liability into equity instruments. Consequently, the transaction was assessed as a
substantial modification in accordance with the guidance provided in paragraphs 3.3.2 and B3.3.6 of Ind AS 109.

As a result, the original RPSs were derecognized in full, and the modified instruments were recognized at their fair
value. The resulting gain on derecognition of the original liability, amounting to ''1,986.40 lakhs, has been recognized
under "Equity Component of Compound Financial Instruments" within "Other Equity" in the financial statements.

30 DISCLOSURE REGARDING CLAIM OVER RETAINED AUCTION PROCEEDS FROM SALE OF GOA

HOTEL PROPERTY

(i) On 23.02.2015, the "Hotel Park Hyatt Goa Resort & Spa" (Goa Hotel Property) owned by the Blue Coast Hotels Ltd.
(BCHL) was auctioned by the First Charge Holder IFCI Ltd. (IFCI) for the total sum of ''515,44,01,000/- to the
Auction Purchaser ITC Ltd.

(ii) In the representative Civil Suit being C.S.(O.S.) No. 176/ 2015, vide Order dated 31.07.2015, the Hon''ble High Court
of Delhi has been pleased to direct IFCI to retain a sum of ''85.00 Crores from the auction proceed of the Goa Hotel
Property of BCHL in an interest-bearing FD.

(iii) Vide Letter dated 06.02.2019, IFCI informed BCHL that out of the total auction proceed of ''515,44,01,000/-, IFCI has
appropriated a sum of ''314,23,10,542/- towards its loans and other expenses, besides disbursing the sum of
''8,52,07,142/- to the State Bank of Mysore. It was also informed by IFCI that out of the remaining auction proceed, a
sum of ''126,78,37,602/- was released to SEBI towards PACL Ltd. NCD A/c, and a sum of ''85.00 Crores (with
accrued interest) retained by IFCI in terms of the said Order dated 31.07.2015 passed by the Hon''ble High Court.

(iv) Thereafter, towards claim of the said sum of ''85.00 Crores (with accrued interest), SEBI approached the Hon''ble
Supreme Court vide an Application being I.A. No. 128401/ 2018 in the pending C.A. No. 13301/ 2015, seeking a
direction against IFCI to release the sum of ''85.00 Crores (plus accrued interest), having been retained by IFCI. Since,
the said balance auction proceeds for the sum of ''85.00 Crores (plus accrued interest) belonged to the BCHL,
being the rightful claimant to the said balance auction proceed, BCHL filed an Objection/ Counter Affidavit before
the Hon''ble Supreme Court thereby objecting to the said claim of SEBI while stressing that the entire amount
due and payable to SEBI towards the PACL Ltd. NCD A/c on account of the debentures issued to PACL Ltd. stands
fully satisfied and nothing remained payable thereof and thus, the said balance auction proceed is liable to be
returned to BCHL.

(v) On 12.12.2024, SEBI withdrew the said I.A. No. 128401/ 2018 from the Hon''ble Supreme Court, while seeking
permission to approach the Justice Lodha (Retd.) Committee for consideration of the subject matter of said I.A.
No. 128401/ 2018.

(vi) The matter is presently pending consideration before the Ld. Recovery Officer, acting on behalf of Justice Lodha
(Retd.) Committee (in the PACL Matter), where BCHL has filed its Objections thereby making claim over the said
balance auction proceed for the sum of ''85.00 Crores (plus accrued interest) being the surplus amount out of the
auction of the Goa Hotel Property owned by BCHL, while taking various legal and factual pleas, which is a matter of
record and is pending consideration before the Ld. Recovery Officer.

31 SIGNIFICANT DISCLOSURE REGARDING OTHER MATTERS

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance

of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 17(i) )

g) Due to absence of profit, the Company has not paid the dividend on its Cumulative Redeemable Preference Shares
(RPS) and also default in respect of redemption of 0.01% Redeemable Preference Shares. Out of Total default
amounting ''830.00 lakhs, ''693.11 lakhs RPS has been converted into CCPS. Net default of RPS as on 31.03.2025 is
''136.89 lakhs. The Company will address these obligations as soon as financial conditions permit, and the required
profits are available.

h) Pursuant to the examination report received from National Stock Exchange of India ("NSE"), the Securities and
Exchange Board of India ("SEBI") had initiated an investigation into the financial affairs of the Company, for
possible violation of the SEBI Act, 1992 and regulations made thereunder. Following the said investigation, the
company and some of its officials (Whole Time Director and former Chief Financial Officer) have received a Show
Cause Notice ("SCN"), on 04^th March 2025, under Rule 4(1) of SEBI (Procedure for Holding Enquiry and Imposing
Penalties) Rule, 1995 from the Office of the Chief General Manager and Adjudicating Officer, Securities Exchange
Board of India.

The said SCN lists out alleged violation of certain provisions of, inter alia, Regulation 4, 17(8), 23, 33, 34 and 48 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 27 of SEBI Act, 1992
read with Indian Accounting Standard 1, 24 and 37. Without prejudice to our rights and contentions, at this stage, the
Company along with its Whole Time Director have submitted a Settlement Application on 03.05.2025 with SEBI
under SEBI''s Settlement Regulations, 2018, which is currently pending consideration. The settlement, if accepted,
may involve payment of a settlement amount around ''25.00 lakhs, as proposed.

i) The company has not been carrying any business operations during the reporting year. However, the company has
been regularly incurring substantial expenses on leasing of office building, employee costs and professional
expenses for pending disputes and litigation, besides routine expenses. The company has also incurred expenses on
Listing and ROC fee of conversion of Compulsory Convertible Preference Shares into Equity Shares. The same has
resulted in incurring huge operational losses to the company. The management is of the opinion that these expenses
have been incurred in the ordinary course and are necessary for future proposed operations of the company and
to recover claim of amount retained by the IFCI Ltd and to handle writ petition filed against auction of the
hotel property of the company by the IFCI Ltd, for which the management expects the probable positive
outcome in future.

33 OTHER STATUTORY INFORMATION

(i) All the title deeds of immovable properties held in the name of the company.

(ii) The company has not fair valued its Investment Property (as measured for disclosure purposes in the financial
statement) during the year.

(iii) The company has not revalued its Property, Plant and Equipment (including Right of Use Assets) during the
year.

(iv) The Company does not hold any intangible assets; hence, revaluation of intangible assets is not applicable.

(v) The company has not entered into any transaction of Loans or Advances in the nature of Loan granted to
promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or
jointly with any other person.

(vi) The company does not have any Capital Work in Progress (CWIP) during the year.

(vii) The company does not have any Intangible Assets under Development during the year.

(viii) The Company neither hold any Benami property, nor are there any proceedings initiated or pending against the
Company in respect of holding any Benami property.

(ix) The company does not have borrowing from bank or financial institution on basis of security of current assets.

(x) The Company has not been declared a wilful defaulter by any bank, financial institution, government, or
governmental authority during the year.

(xi) The Company has not entered into any transaction with companies struck off.

(xii) The Company has two charges registered with the Registrar of Companies:

(a) ''235 crore in favor of IFCI vide charge ID No. 10202817; and

(b) ''100 crore in favor of SBICAP Trustee Company Ltd vide charge ID No. 10281132.

Since the matters pertaining to these charges are sub judice and currently under adjudication, the Company has
not received confirmation for satisfaction of charges.

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

(xiv) The company has not been involved in any kinds of arrangements as explain u/s 230-237.

(xv) The Company has neither advanced or loaned nor 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.

---

Mar 31, 2025

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits

Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits

Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of
''10/- each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per
share, whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to
vote on every resolution placed before the company in the General Meeting as per applicable law from time to
time. Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of
cumulative redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh)
was extended up to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of
the said preference shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023,
to October 30, 2032.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining
assets of the company after distribution of preferential amounts. The distribution will be in the proportion of
the number of equity shares held by the shareholders.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into
Compulsory Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained
in note no. 29

A Preference Share Capital

Under the previous GAAP, preference shares were shown as part of equity and carried at cost. Redeemable preference
shares contain a contractual obligation to deliver cash to the holders. Under Ind AS the same is classified as liability.
Dividend on cumulative preference shares has accordingly been shown as part of finance cost.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of ''10/-
each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per share,
whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to vote on
every resolution placed before the company in the General Meeting as per applicable law from time to time.
Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh) was extended up
to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference
shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

ii) Capital Redemption Reserve for redemption of Preference Shares is not created during the year because of
unavailability of surplus.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into Compulsory
Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained in note no. 29

17 CONTINGENT LIABILITIES AND COMMITMENTS
(TO THE EXTENT NOT PROVIDED FOR)

(i) Contingent Liabilities

a) ''The company alongwith its erstwhile Special Purpose Vehicle Company and Blue Coast Infrastructure Pvt.
Ltd. agreed to propose a compromise to make arrangements for a contingency of ''315.62 Crore (subject to
final adjudication) & the terms were duly recorded before Hon''ble High Court, Delhi. Balance of
Contingency ''70.74 Crore is as on 31.03.2025 (Previous Year ''94.57 Crore). Primary parties to the case
regularly paying the agreed amount, accordingly no provision is considered necessary.

b) ''The Company had provided a Bank Guarantee ("BG") to the Punjab Urban Development Authority
("PUDA") in connection with the hotel project at Amritsar, Punjab, undertaken by its subsidiary, Golden
Joy Hotel Private Limited. The said BG lapsed in the year 2013 and the same was not encashed
by PUDA within the validity period. However, a contingent liability of ''5.00 Crore may arise pursuant to a
civil suit filed by PUDA in relation to the same.

(ii) Commitments

The Company has provided a Corporate Guarantee of ''35 crores to Punjab National Bank on behalf of
M/s Joy Hotel & Resorts Pvt. Ltd. for their Chandigarh hotel project. As on 31.03.2025, the outstanding amount
is ''7.20 crore (''15.70 crore as on 31.03.2024), for which the Company is contingently liable.

28 MATERIAL UNCERTAINITY RELATED TO GOING CONCERN

The Company''s hotel operations had been discontinued in the earlier years and the company has been incurring huge
operational losses regularly which has resulted in negative net worth of the Company. This situation indicates that a material
uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. The management
believes that the company''s future business plans and prospects will enable it to meet the operational expenses. Further, the
Board is hopeful and has passed a resolution to receive financial support from its wholly owned Subsidiary Company, M/s
Blue Coast Hospitality Limited, out of funds available with the subsidiary company from various sources, including, if
required, from liquidation or monetization of the land parcel situated in Goa owned by the subsidiary company, to the extent
which may be required by the Company to meet its obligations in future. Considering these factors, the financial statements
for the year ending 31.03.2025 have been prepared by the management on a going concern basis.

29 DISCLOSURE REGARDING WAIVER OF DIVIDEND, MODIFICATION OF TERMS OF REDEEMABLE
PREFERENCE SHARES (RPS) AND PARTIAL CONVERSION THEREOF

(i) Preference Dividend Waiver (Exceptional Item)

The Board of Directors of the company in its meeting held on September 3, 2024, with the consent of the Preference
Shareholders ("RPS"), waived off the dividend accrued amounting to ''8,617.82 lakhs, on RPS held by them,
representing 95% of the total accrued dividend amounting to ''9,071.39 lakhs till 31^st August, 2024. Accordingly, an
amount of ''8,617.82 lakhs has been waived off and is no longer payable by the Company. The remaining 5%,
amounting to ''453.57 lakhs, continues to be payable and has been retained as a liability in the financial statements.

The dividend waiver of ''8,617.82 lakhs (Net of ''8617.79 lakhs for period ending as on 31.08.2024 less ''164.27 lakhs
for the period, April 1, 2024 till August 31, 2024) have been recognized as income under "Exceptional Items" in the
financial statements for the year ended 31^st March 2025.

ii. Reduction of Coupon rate and Conversion into Compulsory Convertible Preference Shares (CCPS)

During the reporting period, pursuant to approval of Board of Directors, Shareholders and with the consent of
Redeemable Preference Shareholders ("RPS"), the following variations in the rights of the existing Redeemable
Preference Shares were made:

a) On 28^th September, 2024, the coupon rate on all outstanding RPS was reduced from 10% per annum to
0.01% per annum.

b) On November 14, 2024, conversion of 6,93,110, 0.01% RPS of ''100 each (out of 20% defaulted of the 41,50,000
RPS, amounting ''8.30 crore) into 0.01% Compulsorily Convertible Preference Shares (CCPS) of ''100 each.
Subsequently, at the same Board Meeting, the Board approved the conversion of 1,89,200 CCPS (out of the
6,93,110 CCPS) into 18,92,000 Equity Shares of ''10 each, at a conversion ratio of 1 CCPS of ''100 each for 10 Equity
Shares of ''10 each.

iii. Subsequent Conversion of pending Compulsory Convertible Preference Shares (CCPS) into Equity Shares

As on the balance sheet date, the Company has outstanding no. of 5,03,910 CCPS of ''100/-. These CCPS are
mandatorily convertible into equity shares in a phased manner. On 16^th May, 2025, 2,55,200 CCPS of ''100/- has been
converted into 25,52,000 equity shares of ''10 each. The remaining balance of 2,48,710 CCPS of ''100/- shall be
converted within the prescribed time. As these instruments are already classified as equity, no further gain or loss
will be recognized upon their conversion.

The conversion will not involve any cash outflow/inflow, however will result in an increase in the equity share
capital of the Company. The impact of the conversion on dilution has been considered in the financial disclosures
under EPS.

iv. Fair Value Measurement of Redeemable Preference Shares (RPS)

The fair value of the modified RPS was determined by discounting expected future cash flows using the prevailing
market interest rate of 10%, as at the date of modification. The fair value of the instruments was as fair value of
residual RPS (post rate reduction): ''1470.49 lakhs.

v. Accounting and Classification as per Ind AS 109 and 32

In accordance with Ind AS 109 - Financial Instruments, the modification of the Redeemable Preference Shares (RPSs)
involved substantial changes in the contractual terms-most notably, a significant reduction in the interest rate and a
partial conversion of the liability into equity instruments. Consequently, the transaction was assessed as a
substantial modification in accordance with the guidance provided in paragraphs 3.3.2 and B3.3.6 of Ind AS 109.

As a result, the original RPSs were derecognized in full, and the modified instruments were recognized at their fair
value. The resulting gain on derecognition of the original liability, amounting to ''1,986.40 lakhs, has been recognized
under "Equity Component of Compound Financial Instruments" within "Other Equity" in the financial statements.

30 DISCLOSURE REGARDING CLAIM OVER RETAINED AUCTION PROCEEDS FROM SALE OF GOA

HOTEL PROPERTY

(i) On 23.02.2015, the "Hotel Park Hyatt Goa Resort & Spa" (Goa Hotel Property) owned by the Blue Coast Hotels Ltd.
(BCHL) was auctioned by the First Charge Holder IFCI Ltd. (IFCI) for the total sum of ''515,44,01,000/- to the
Auction Purchaser ITC Ltd.

(ii) In the representative Civil Suit being C.S.(O.S.) No. 176/ 2015, vide Order dated 31.07.2015, the Hon''ble High Court
of Delhi has been pleased to direct IFCI to retain a sum of ''85.00 Crores from the auction proceed of the Goa Hotel
Property of BCHL in an interest-bearing FD.

(iii) Vide Letter dated 06.02.2019, IFCI informed BCHL that out of the total auction proceed of ''515,44,01,000/-, IFCI has
appropriated a sum of ''314,23,10,542/- towards its loans and other expenses, besides disbursing the sum of
''8,52,07,142/- to the State Bank of Mysore. It was also informed by IFCI that out of the remaining auction proceed, a
sum of ''126,78,37,602/- was released to SEBI towards PACL Ltd. NCD A/c, and a sum of ''85.00 Crores (with
accrued interest) retained by IFCI in terms of the said Order dated 31.07.2015 passed by the Hon''ble High Court.

(iv) Thereafter, towards claim of the said sum of ''85.00 Crores (with accrued interest), SEBI approached the Hon''ble
Supreme Court vide an Application being I.A. No. 128401/ 2018 in the pending C.A. No. 13301/ 2015, seeking a
direction against IFCI to release the sum of ''85.00 Crores (plus accrued interest), having been retained by IFCI. Since,
the said balance auction proceeds for the sum of ''85.00 Crores (plus accrued interest) belonged to the BCHL,
being the rightful claimant to the said balance auction proceed, BCHL filed an Objection/ Counter Affidavit before
the Hon''ble Supreme Court thereby objecting to the said claim of SEBI while stressing that the entire amount
due and payable to SEBI towards the PACL Ltd. NCD A/c on account of the debentures issued to PACL Ltd. stands
fully satisfied and nothing remained payable thereof and thus, the said balance auction proceed is liable to be
returned to BCHL.

(v) On 12.12.2024, SEBI withdrew the said I.A. No. 128401/ 2018 from the Hon''ble Supreme Court, while seeking
permission to approach the Justice Lodha (Retd.) Committee for consideration of the subject matter of said I.A.
No. 128401/ 2018.

(vi) The matter is presently pending consideration before the Ld. Recovery Officer, acting on behalf of Justice Lodha
(Retd.) Committee (in the PACL Matter), where BCHL has filed its Objections thereby making claim over the said
balance auction proceed for the sum of ''85.00 Crores (plus accrued interest) being the surplus amount out of the
auction of the Goa Hotel Property owned by BCHL, while taking various legal and factual pleas, which is a matter of
record and is pending consideration before the Ld. Recovery Officer.

31 SIGNIFICANT DISCLOSURE REGARDING OTHER MATTERS

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance

of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 17(i) )

g) Due to absence of profit, the Company has not paid the dividend on its Cumulative Redeemable Preference Shares
(RPS) and also default in respect of redemption of 0.01% Redeemable Preference Shares. Out of Total default
amounting ''830.00 lakhs, ''693.11 lakhs RPS has been converted into CCPS. Net default of RPS as on 31.03.2025 is
''136.89 lakhs. The Company will address these obligations as soon as financial conditions permit, and the required
profits are available.

h) Pursuant to the examination report received from National Stock Exchange of India ("NSE"), the Securities and
Exchange Board of India ("SEBI") had initiated an investigation into the financial affairs of the Company, for
possible violation of the SEBI Act, 1992 and regulations made thereunder. Following the said investigation, the
company and some of its officials (Whole Time Director and former Chief Financial Officer) have received a Show
Cause Notice ("SCN"), on 04^th March 2025, under Rule 4(1) of SEBI (Procedure for Holding Enquiry and Imposing
Penalties) Rule, 1995 from the Office of the Chief General Manager and Adjudicating Officer, Securities Exchange
Board of India.

The said SCN lists out alleged violation of certain provisions of, inter alia, Regulation 4, 17(8), 23, 33, 34 and 48 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 27 of SEBI Act, 1992
read with Indian Accounting Standard 1, 24 and 37. Without prejudice to our rights and contentions, at this stage, the
Company along with its Whole Time Director have submitted a Settlement Application on 03.05.2025 with SEBI
under SEBI''s Settlement Regulations, 2018, which is currently pending consideration. The settlement, if accepted,
may involve payment of a settlement amount around ''25.00 lakhs, as proposed.

i) The company has not been carrying any business operations during the reporting year. However, the company has
been regularly incurring substantial expenses on leasing of office building, employee costs and professional
expenses for pending disputes and litigation, besides routine expenses. The company has also incurred expenses on
Listing and ROC fee of conversion of Compulsory Convertible Preference Shares into Equity Shares. The same has
resulted in incurring huge operational losses to the company. The management is of the opinion that these expenses
have been incurred in the ordinary course and are necessary for future proposed operations of the company and
to recover claim of amount retained by the IFCI Ltd and to handle writ petition filed against auction of the
hotel property of the company by the IFCI Ltd, for which the management expects the probable positive
outcome in future.

33 OTHER STATUTORY INFORMATION

(i) All the title deeds of immovable properties held in the name of the company.

(ii) The company has not fair valued its Investment Property (as measured for disclosure purposes in the financial
statement) during the year.

(iii) The company has not revalued its Property, Plant and Equipment (including Right of Use Assets) during the
year.

(iv) The Company does not hold any intangible assets; hence, revaluation of intangible assets is not applicable.

(v) The company has not entered into any transaction of Loans or Advances in the nature of Loan granted to
promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or
jointly with any other person.

(vi) The company does not have any Capital Work in Progress (CWIP) during the year.

(vii) The company does not have any Intangible Assets under Development during the year.

(viii) The Company neither hold any Benami property, nor are there any proceedings initiated or pending against the
Company in respect of holding any Benami property.

(ix) The company does not have borrowing from bank or financial institution on basis of security of current assets.

(x) The Company has not been declared a wilful defaulter by any bank, financial institution, government, or
governmental authority during the year.

(xi) The Company has not entered into any transaction with companies struck off.

(xii) The Company has two charges registered with the Registrar of Companies:

(a) ''235 crore in favor of IFCI vide charge ID No. 10202817; and

(b) ''100 crore in favor of SBICAP Trustee Company Ltd vide charge ID No. 10281132.

Since the matters pertaining to these charges are sub judice and currently under adjudication, the Company has
not received confirmation for satisfaction of charges.

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

(xiv) The company has not been involved in any kinds of arrangements as explain u/s 230-237.

(xv) The Company has neither advanced or loaned nor 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.

---

Mar 31, 2025

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits

Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits

Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of
''10/- each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per
share, whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to
vote on every resolution placed before the company in the General Meeting as per applicable law from time to
time. Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of
cumulative redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh)
was extended up to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of
the said preference shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023,
to October 30, 2032.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining
assets of the company after distribution of preferential amounts. The distribution will be in the proportion of
the number of equity shares held by the shareholders.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into
Compulsory Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained
in note no. 29

A Preference Share Capital

Under the previous GAAP, preference shares were shown as part of equity and carried at cost. Redeemable preference
shares contain a contractual obligation to deliver cash to the holders. Under Ind AS the same is classified as liability.
Dividend on cumulative preference shares has accordingly been shown as part of finance cost.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of ''10/-
each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per share,
whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to vote on
every resolution placed before the company in the General Meeting as per applicable law from time to time.
Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh) was extended up
to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference
shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

ii) Capital Redemption Reserve for redemption of Preference Shares is not created during the year because of
unavailability of surplus.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into Compulsory
Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained in note no. 29

17 CONTINGENT LIABILITIES AND COMMITMENTS
(TO THE EXTENT NOT PROVIDED FOR)

(i) Contingent Liabilities

a) ''The company alongwith its erstwhile Special Purpose Vehicle Company and Blue Coast Infrastructure Pvt.
Ltd. agreed to propose a compromise to make arrangements for a contingency of ''315.62 Crore (subject to
final adjudication) & the terms were duly recorded before Hon''ble High Court, Delhi. Balance of
Contingency ''70.74 Crore is as on 31.03.2025 (Previous Year ''94.57 Crore). Primary parties to the case
regularly paying the agreed amount, accordingly no provision is considered necessary.

b) ''The Company had provided a Bank Guarantee ("BG") to the Punjab Urban Development Authority
("PUDA") in connection with the hotel project at Amritsar, Punjab, undertaken by its subsidiary, Golden
Joy Hotel Private Limited. The said BG lapsed in the year 2013 and the same was not encashed
by PUDA within the validity period. However, a contingent liability of ''5.00 Crore may arise pursuant to a
civil suit filed by PUDA in relation to the same.

(ii) Commitments

The Company has provided a Corporate Guarantee of ''35 crores to Punjab National Bank on behalf of
M/s Joy Hotel & Resorts Pvt. Ltd. for their Chandigarh hotel project. As on 31.03.2025, the outstanding amount
is ''7.20 crore (''15.70 crore as on 31.03.2024), for which the Company is contingently liable.

28 MATERIAL UNCERTAINITY RELATED TO GOING CONCERN

The Company''s hotel operations had been discontinued in the earlier years and the company has been incurring huge
operational losses regularly which has resulted in negative net worth of the Company. This situation indicates that a material
uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. The management
believes that the company''s future business plans and prospects will enable it to meet the operational expenses. Further, the
Board is hopeful and has passed a resolution to receive financial support from its wholly owned Subsidiary Company, M/s
Blue Coast Hospitality Limited, out of funds available with the subsidiary company from various sources, including, if
required, from liquidation or monetization of the land parcel situated in Goa owned by the subsidiary company, to the extent
which may be required by the Company to meet its obligations in future. Considering these factors, the financial statements
for the year ending 31.03.2025 have been prepared by the management on a going concern basis.

29 DISCLOSURE REGARDING WAIVER OF DIVIDEND, MODIFICATION OF TERMS OF REDEEMABLE
PREFERENCE SHARES (RPS) AND PARTIAL CONVERSION THEREOF

(i) Preference Dividend Waiver (Exceptional Item)

The Board of Directors of the company in its meeting held on September 3, 2024, with the consent of the Preference
Shareholders ("RPS"), waived off the dividend accrued amounting to ''8,617.82 lakhs, on RPS held by them,
representing 95% of the total accrued dividend amounting to ''9,071.39 lakhs till 31^st August, 2024. Accordingly, an
amount of ''8,617.82 lakhs has been waived off and is no longer payable by the Company. The remaining 5%,
amounting to ''453.57 lakhs, continues to be payable and has been retained as a liability in the financial statements.

The dividend waiver of ''8,617.82 lakhs (Net of ''8617.79 lakhs for period ending as on 31.08.2024 less ''164.27 lakhs
for the period, April 1, 2024 till August 31, 2024) have been recognized as income under "Exceptional Items" in the
financial statements for the year ended 31^st March 2025.

ii. Reduction of Coupon rate and Conversion into Compulsory Convertible Preference Shares (CCPS)

During the reporting period, pursuant to approval of Board of Directors, Shareholders and with the consent of
Redeemable Preference Shareholders ("RPS"), the following variations in the rights of the existing Redeemable
Preference Shares were made:

a) On 28^th September, 2024, the coupon rate on all outstanding RPS was reduced from 10% per annum to
0.01% per annum.

b) On November 14, 2024, conversion of 6,93,110, 0.01% RPS of ''100 each (out of 20% defaulted of the 41,50,000
RPS, amounting ''8.30 crore) into 0.01% Compulsorily Convertible Preference Shares (CCPS) of ''100 each.
Subsequently, at the same Board Meeting, the Board approved the conversion of 1,89,200 CCPS (out of the
6,93,110 CCPS) into 18,92,000 Equity Shares of ''10 each, at a conversion ratio of 1 CCPS of ''100 each for 10 Equity
Shares of ''10 each.

iii. Subsequent Conversion of pending Compulsory Convertible Preference Shares (CCPS) into Equity Shares

As on the balance sheet date, the Company has outstanding no. of 5,03,910 CCPS of ''100/-. These CCPS are
mandatorily convertible into equity shares in a phased manner. On 16^th May, 2025, 2,55,200 CCPS of ''100/- has been
converted into 25,52,000 equity shares of ''10 each. The remaining balance of 2,48,710 CCPS of ''100/- shall be
converted within the prescribed time. As these instruments are already classified as equity, no further gain or loss
will be recognized upon their conversion.

The conversion will not involve any cash outflow/inflow, however will result in an increase in the equity share
capital of the Company. The impact of the conversion on dilution has been considered in the financial disclosures
under EPS.

iv. Fair Value Measurement of Redeemable Preference Shares (RPS)

The fair value of the modified RPS was determined by discounting expected future cash flows using the prevailing
market interest rate of 10%, as at the date of modification. The fair value of the instruments was as fair value of
residual RPS (post rate reduction): ''1470.49 lakhs.

v. Accounting and Classification as per Ind AS 109 and 32

In accordance with Ind AS 109 - Financial Instruments, the modification of the Redeemable Preference Shares (RPSs)
involved substantial changes in the contractual terms-most notably, a significant reduction in the interest rate and a
partial conversion of the liability into equity instruments. Consequently, the transaction was assessed as a
substantial modification in accordance with the guidance provided in paragraphs 3.3.2 and B3.3.6 of Ind AS 109.

As a result, the original RPSs were derecognized in full, and the modified instruments were recognized at their fair
value. The resulting gain on derecognition of the original liability, amounting to ''1,986.40 lakhs, has been recognized
under "Equity Component of Compound Financial Instruments" within "Other Equity" in the financial statements.

30 DISCLOSURE REGARDING CLAIM OVER RETAINED AUCTION PROCEEDS FROM SALE OF GOA

HOTEL PROPERTY

(i) On 23.02.2015, the "Hotel Park Hyatt Goa Resort & Spa" (Goa Hotel Property) owned by the Blue Coast Hotels Ltd.
(BCHL) was auctioned by the First Charge Holder IFCI Ltd. (IFCI) for the total sum of ''515,44,01,000/- to the
Auction Purchaser ITC Ltd.

(ii) In the representative Civil Suit being C.S.(O.S.) No. 176/ 2015, vide Order dated 31.07.2015, the Hon''ble High Court
of Delhi has been pleased to direct IFCI to retain a sum of ''85.00 Crores from the auction proceed of the Goa Hotel
Property of BCHL in an interest-bearing FD.

(iii) Vide Letter dated 06.02.2019, IFCI informed BCHL that out of the total auction proceed of ''515,44,01,000/-, IFCI has
appropriated a sum of ''314,23,10,542/- towards its loans and other expenses, besides disbursing the sum of
''8,52,07,142/- to the State Bank of Mysore. It was also informed by IFCI that out of the remaining auction proceed, a
sum of ''126,78,37,602/- was released to SEBI towards PACL Ltd. NCD A/c, and a sum of ''85.00 Crores (with
accrued interest) retained by IFCI in terms of the said Order dated 31.07.2015 passed by the Hon''ble High Court.

(iv) Thereafter, towards claim of the said sum of ''85.00 Crores (with accrued interest), SEBI approached the Hon''ble
Supreme Court vide an Application being I.A. No. 128401/ 2018 in the pending C.A. No. 13301/ 2015, seeking a
direction against IFCI to release the sum of ''85.00 Crores (plus accrued interest), having been retained by IFCI. Since,
the said balance auction proceeds for the sum of ''85.00 Crores (plus accrued interest) belonged to the BCHL,
being the rightful claimant to the said balance auction proceed, BCHL filed an Objection/ Counter Affidavit before
the Hon''ble Supreme Court thereby objecting to the said claim of SEBI while stressing that the entire amount
due and payable to SEBI towards the PACL Ltd. NCD A/c on account of the debentures issued to PACL Ltd. stands
fully satisfied and nothing remained payable thereof and thus, the said balance auction proceed is liable to be
returned to BCHL.

(v) On 12.12.2024, SEBI withdrew the said I.A. No. 128401/ 2018 from the Hon''ble Supreme Court, while seeking
permission to approach the Justice Lodha (Retd.) Committee for consideration of the subject matter of said I.A.
No. 128401/ 2018.

(vi) The matter is presently pending consideration before the Ld. Recovery Officer, acting on behalf of Justice Lodha
(Retd.) Committee (in the PACL Matter), where BCHL has filed its Objections thereby making claim over the said
balance auction proceed for the sum of ''85.00 Crores (plus accrued interest) being the surplus amount out of the
auction of the Goa Hotel Property owned by BCHL, while taking various legal and factual pleas, which is a matter of
record and is pending consideration before the Ld. Recovery Officer.

31 SIGNIFICANT DISCLOSURE REGARDING OTHER MATTERS

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance

of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 17(i) )

g) Due to absence of profit, the Company has not paid the dividend on its Cumulative Redeemable Preference Shares
(RPS) and also default in respect of redemption of 0.01% Redeemable Preference Shares. Out of Total default
amounting ''830.00 lakhs, ''693.11 lakhs RPS has been converted into CCPS. Net default of RPS as on 31.03.2025 is
''136.89 lakhs. The Company will address these obligations as soon as financial conditions permit, and the required
profits are available.

h) Pursuant to the examination report received from National Stock Exchange of India ("NSE"), the Securities and
Exchange Board of India ("SEBI") had initiated an investigation into the financial affairs of the Company, for
possible violation of the SEBI Act, 1992 and regulations made thereunder. Following the said investigation, the
company and some of its officials (Whole Time Director and former Chief Financial Officer) have received a Show
Cause Notice ("SCN"), on 04^th March 2025, under Rule 4(1) of SEBI (Procedure for Holding Enquiry and Imposing
Penalties) Rule, 1995 from the Office of the Chief General Manager and Adjudicating Officer, Securities Exchange
Board of India.

The said SCN lists out alleged violation of certain provisions of, inter alia, Regulation 4, 17(8), 23, 33, 34 and 48 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 27 of SEBI Act, 1992
read with Indian Accounting Standard 1, 24 and 37. Without prejudice to our rights and contentions, at this stage, the
Company along with its Whole Time Director have submitted a Settlement Application on 03.05.2025 with SEBI
under SEBI''s Settlement Regulations, 2018, which is currently pending consideration. The settlement, if accepted,
may involve payment of a settlement amount around ''25.00 lakhs, as proposed.

i) The company has not been carrying any business operations during the reporting year. However, the company has
been regularly incurring substantial expenses on leasing of office building, employee costs and professional
expenses for pending disputes and litigation, besides routine expenses. The company has also incurred expenses on
Listing and ROC fee of conversion of Compulsory Convertible Preference Shares into Equity Shares. The same has
resulted in incurring huge operational losses to the company. The management is of the opinion that these expenses
have been incurred in the ordinary course and are necessary for future proposed operations of the company and
to recover claim of amount retained by the IFCI Ltd and to handle writ petition filed against auction of the
hotel property of the company by the IFCI Ltd, for which the management expects the probable positive
outcome in future.

33 OTHER STATUTORY INFORMATION

(i) All the title deeds of immovable properties held in the name of the company.

(ii) The company has not fair valued its Investment Property (as measured for disclosure purposes in the financial
statement) during the year.

(iii) The company has not revalued its Property, Plant and Equipment (including Right of Use Assets) during the
year.

(iv) The Company does not hold any intangible assets; hence, revaluation of intangible assets is not applicable.

(v) The company has not entered into any transaction of Loans or Advances in the nature of Loan granted to
promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or
jointly with any other person.

(vi) The company does not have any Capital Work in Progress (CWIP) during the year.

(vii) The company does not have any Intangible Assets under Development during the year.

(viii) The Company neither hold any Benami property, nor are there any proceedings initiated or pending against the
Company in respect of holding any Benami property.

(ix) The company does not have borrowing from bank or financial institution on basis of security of current assets.

(x) The Company has not been declared a wilful defaulter by any bank, financial institution, government, or
governmental authority during the year.

(xi) The Company has not entered into any transaction with companies struck off.

(xii) The Company has two charges registered with the Registrar of Companies:

(a) ''235 crore in favor of IFCI vide charge ID No. 10202817; and

(b) ''100 crore in favor of SBICAP Trustee Company Ltd vide charge ID No. 10281132.

Since the matters pertaining to these charges are sub judice and currently under adjudication, the Company has
not received confirmation for satisfaction of charges.

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

(xiv) The company has not been involved in any kinds of arrangements as explain u/s 230-237.

(xv) The Company has neither advanced or loaned nor 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.

---

Mar 31, 2025

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits

Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits

Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of
''10/- each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per
share, whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to
vote on every resolution placed before the company in the General Meeting as per applicable law from time to
time. Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of
cumulative redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh)
was extended up to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of
the said preference shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023,
to October 30, 2032.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining
assets of the company after distribution of preferential amounts. The distribution will be in the proportion of
the number of equity shares held by the shareholders.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into
Compulsory Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained
in note no. 29

A Preference Share Capital

Under the previous GAAP, preference shares were shown as part of equity and carried at cost. Redeemable preference
shares contain a contractual obligation to deliver cash to the holders. Under Ind AS the same is classified as liability.
Dividend on cumulative preference shares has accordingly been shown as part of finance cost.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of ''10/-
each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per share,
whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to vote on
every resolution placed before the company in the General Meeting as per applicable law from time to time.
Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh) was extended up
to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference
shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

ii) Capital Redemption Reserve for redemption of Preference Shares is not created during the year because of
unavailability of surplus.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into Compulsory
Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained in note no. 29

17 CONTINGENT LIABILITIES AND COMMITMENTS
(TO THE EXTENT NOT PROVIDED FOR)

(i) Contingent Liabilities

a) ''The company alongwith its erstwhile Special Purpose Vehicle Company and Blue Coast Infrastructure Pvt.
Ltd. agreed to propose a compromise to make arrangements for a contingency of ''315.62 Crore (subject to
final adjudication) & the terms were duly recorded before Hon''ble High Court, Delhi. Balance of
Contingency ''70.74 Crore is as on 31.03.2025 (Previous Year ''94.57 Crore). Primary parties to the case
regularly paying the agreed amount, accordingly no provision is considered necessary.

b) ''The Company had provided a Bank Guarantee ("BG") to the Punjab Urban Development Authority
("PUDA") in connection with the hotel project at Amritsar, Punjab, undertaken by its subsidiary, Golden
Joy Hotel Private Limited. The said BG lapsed in the year 2013 and the same was not encashed
by PUDA within the validity period. However, a contingent liability of ''5.00 Crore may arise pursuant to a
civil suit filed by PUDA in relation to the same.

(ii) Commitments

The Company has provided a Corporate Guarantee of ''35 crores to Punjab National Bank on behalf of
M/s Joy Hotel & Resorts Pvt. Ltd. for their Chandigarh hotel project. As on 31.03.2025, the outstanding amount
is ''7.20 crore (''15.70 crore as on 31.03.2024), for which the Company is contingently liable.

28 MATERIAL UNCERTAINITY RELATED TO GOING CONCERN

The Company''s hotel operations had been discontinued in the earlier years and the company has been incurring huge
operational losses regularly which has resulted in negative net worth of the Company. This situation indicates that a material
uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. The management
believes that the company''s future business plans and prospects will enable it to meet the operational expenses. Further, the
Board is hopeful and has passed a resolution to receive financial support from its wholly owned Subsidiary Company, M/s
Blue Coast Hospitality Limited, out of funds available with the subsidiary company from various sources, including, if
required, from liquidation or monetization of the land parcel situated in Goa owned by the subsidiary company, to the extent
which may be required by the Company to meet its obligations in future. Considering these factors, the financial statements
for the year ending 31.03.2025 have been prepared by the management on a going concern basis.

29 DISCLOSURE REGARDING WAIVER OF DIVIDEND, MODIFICATION OF TERMS OF REDEEMABLE
PREFERENCE SHARES (RPS) AND PARTIAL CONVERSION THEREOF

(i) Preference Dividend Waiver (Exceptional Item)

The Board of Directors of the company in its meeting held on September 3, 2024, with the consent of the Preference
Shareholders ("RPS"), waived off the dividend accrued amounting to ''8,617.82 lakhs, on RPS held by them,
representing 95% of the total accrued dividend amounting to ''9,071.39 lakhs till 31^st August, 2024. Accordingly, an
amount of ''8,617.82 lakhs has been waived off and is no longer payable by the Company. The remaining 5%,
amounting to ''453.57 lakhs, continues to be payable and has been retained as a liability in the financial statements.

The dividend waiver of ''8,617.82 lakhs (Net of ''8617.79 lakhs for period ending as on 31.08.2024 less ''164.27 lakhs
for the period, April 1, 2024 till August 31, 2024) have been recognized as income under "Exceptional Items" in the
financial statements for the year ended 31^st March 2025.

ii. Reduction of Coupon rate and Conversion into Compulsory Convertible Preference Shares (CCPS)

During the reporting period, pursuant to approval of Board of Directors, Shareholders and with the consent of
Redeemable Preference Shareholders ("RPS"), the following variations in the rights of the existing Redeemable
Preference Shares were made:

a) On 28^th September, 2024, the coupon rate on all outstanding RPS was reduced from 10% per annum to
0.01% per annum.

b) On November 14, 2024, conversion of 6,93,110, 0.01% RPS of ''100 each (out of 20% defaulted of the 41,50,000
RPS, amounting ''8.30 crore) into 0.01% Compulsorily Convertible Preference Shares (CCPS) of ''100 each.
Subsequently, at the same Board Meeting, the Board approved the conversion of 1,89,200 CCPS (out of the
6,93,110 CCPS) into 18,92,000 Equity Shares of ''10 each, at a conversion ratio of 1 CCPS of ''100 each for 10 Equity
Shares of ''10 each.

iii. Subsequent Conversion of pending Compulsory Convertible Preference Shares (CCPS) into Equity Shares

As on the balance sheet date, the Company has outstanding no. of 5,03,910 CCPS of ''100/-. These CCPS are
mandatorily convertible into equity shares in a phased manner. On 16^th May, 2025, 2,55,200 CCPS of ''100/- has been
converted into 25,52,000 equity shares of ''10 each. The remaining balance of 2,48,710 CCPS of ''100/- shall be
converted within the prescribed time. As these instruments are already classified as equity, no further gain or loss
will be recognized upon their conversion.

The conversion will not involve any cash outflow/inflow, however will result in an increase in the equity share
capital of the Company. The impact of the conversion on dilution has been considered in the financial disclosures
under EPS.

iv. Fair Value Measurement of Redeemable Preference Shares (RPS)

The fair value of the modified RPS was determined by discounting expected future cash flows using the prevailing
market interest rate of 10%, as at the date of modification. The fair value of the instruments was as fair value of
residual RPS (post rate reduction): ''1470.49 lakhs.

v. Accounting and Classification as per Ind AS 109 and 32

In accordance with Ind AS 109 - Financial Instruments, the modification of the Redeemable Preference Shares (RPSs)
involved substantial changes in the contractual terms-most notably, a significant reduction in the interest rate and a
partial conversion of the liability into equity instruments. Consequently, the transaction was assessed as a
substantial modification in accordance with the guidance provided in paragraphs 3.3.2 and B3.3.6 of Ind AS 109.

As a result, the original RPSs were derecognized in full, and the modified instruments were recognized at their fair
value. The resulting gain on derecognition of the original liability, amounting to ''1,986.40 lakhs, has been recognized
under "Equity Component of Compound Financial Instruments" within "Other Equity" in the financial statements.

30 DISCLOSURE REGARDING CLAIM OVER RETAINED AUCTION PROCEEDS FROM SALE OF GOA

HOTEL PROPERTY

(i) On 23.02.2015, the "Hotel Park Hyatt Goa Resort & Spa" (Goa Hotel Property) owned by the Blue Coast Hotels Ltd.
(BCHL) was auctioned by the First Charge Holder IFCI Ltd. (IFCI) for the total sum of ''515,44,01,000/- to the
Auction Purchaser ITC Ltd.

(ii) In the representative Civil Suit being C.S.(O.S.) No. 176/ 2015, vide Order dated 31.07.2015, the Hon''ble High Court
of Delhi has been pleased to direct IFCI to retain a sum of ''85.00 Crores from the auction proceed of the Goa Hotel
Property of BCHL in an interest-bearing FD.

(iii) Vide Letter dated 06.02.2019, IFCI informed BCHL that out of the total auction proceed of ''515,44,01,000/-, IFCI has
appropriated a sum of ''314,23,10,542/- towards its loans and other expenses, besides disbursing the sum of
''8,52,07,142/- to the State Bank of Mysore. It was also informed by IFCI that out of the remaining auction proceed, a
sum of ''126,78,37,602/- was released to SEBI towards PACL Ltd. NCD A/c, and a sum of ''85.00 Crores (with
accrued interest) retained by IFCI in terms of the said Order dated 31.07.2015 passed by the Hon''ble High Court.

(iv) Thereafter, towards claim of the said sum of ''85.00 Crores (with accrued interest), SEBI approached the Hon''ble
Supreme Court vide an Application being I.A. No. 128401/ 2018 in the pending C.A. No. 13301/ 2015, seeking a
direction against IFCI to release the sum of ''85.00 Crores (plus accrued interest), having been retained by IFCI. Since,
the said balance auction proceeds for the sum of ''85.00 Crores (plus accrued interest) belonged to the BCHL,
being the rightful claimant to the said balance auction proceed, BCHL filed an Objection/ Counter Affidavit before
the Hon''ble Supreme Court thereby objecting to the said claim of SEBI while stressing that the entire amount
due and payable to SEBI towards the PACL Ltd. NCD A/c on account of the debentures issued to PACL Ltd. stands
fully satisfied and nothing remained payable thereof and thus, the said balance auction proceed is liable to be
returned to BCHL.

(v) On 12.12.2024, SEBI withdrew the said I.A. No. 128401/ 2018 from the Hon''ble Supreme Court, while seeking
permission to approach the Justice Lodha (Retd.) Committee for consideration of the subject matter of said I.A.
No. 128401/ 2018.

(vi) The matter is presently pending consideration before the Ld. Recovery Officer, acting on behalf of Justice Lodha
(Retd.) Committee (in the PACL Matter), where BCHL has filed its Objections thereby making claim over the said
balance auction proceed for the sum of ''85.00 Crores (plus accrued interest) being the surplus amount out of the
auction of the Goa Hotel Property owned by BCHL, while taking various legal and factual pleas, which is a matter of
record and is pending consideration before the Ld. Recovery Officer.

31 SIGNIFICANT DISCLOSURE REGARDING OTHER MATTERS

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance

of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 17(i) )

g) Due to absence of profit, the Company has not paid the dividend on its Cumulative Redeemable Preference Shares
(RPS) and also default in respect of redemption of 0.01% Redeemable Preference Shares. Out of Total default
amounting ''830.00 lakhs, ''693.11 lakhs RPS has been converted into CCPS. Net default of RPS as on 31.03.2025 is
''136.89 lakhs. The Company will address these obligations as soon as financial conditions permit, and the required
profits are available.

h) Pursuant to the examination report received from National Stock Exchange of India ("NSE"), the Securities and
Exchange Board of India ("SEBI") had initiated an investigation into the financial affairs of the Company, for
possible violation of the SEBI Act, 1992 and regulations made thereunder. Following the said investigation, the
company and some of its officials (Whole Time Director and former Chief Financial Officer) have received a Show
Cause Notice ("SCN"), on 04^th March 2025, under Rule 4(1) of SEBI (Procedure for Holding Enquiry and Imposing
Penalties) Rule, 1995 from the Office of the Chief General Manager and Adjudicating Officer, Securities Exchange
Board of India.

The said SCN lists out alleged violation of certain provisions of, inter alia, Regulation 4, 17(8), 23, 33, 34 and 48 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 27 of SEBI Act, 1992
read with Indian Accounting Standard 1, 24 and 37. Without prejudice to our rights and contentions, at this stage, the
Company along with its Whole Time Director have submitted a Settlement Application on 03.05.2025 with SEBI
under SEBI''s Settlement Regulations, 2018, which is currently pending consideration. The settlement, if accepted,
may involve payment of a settlement amount around ''25.00 lakhs, as proposed.

i) The company has not been carrying any business operations during the reporting year. However, the company has
been regularly incurring substantial expenses on leasing of office building, employee costs and professional
expenses for pending disputes and litigation, besides routine expenses. The company has also incurred expenses on
Listing and ROC fee of conversion of Compulsory Convertible Preference Shares into Equity Shares. The same has
resulted in incurring huge operational losses to the company. The management is of the opinion that these expenses
have been incurred in the ordinary course and are necessary for future proposed operations of the company and
to recover claim of amount retained by the IFCI Ltd and to handle writ petition filed against auction of the
hotel property of the company by the IFCI Ltd, for which the management expects the probable positive
outcome in future.

33 OTHER STATUTORY INFORMATION

(i) All the title deeds of immovable properties held in the name of the company.

(ii) The company has not fair valued its Investment Property (as measured for disclosure purposes in the financial
statement) during the year.

(iii) The company has not revalued its Property, Plant and Equipment (including Right of Use Assets) during the
year.

(iv) The Company does not hold any intangible assets; hence, revaluation of intangible assets is not applicable.

(v) The company has not entered into any transaction of Loans or Advances in the nature of Loan granted to
promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or
jointly with any other person.

(vi) The company does not have any Capital Work in Progress (CWIP) during the year.

(vii) The company does not have any Intangible Assets under Development during the year.

(viii) The Company neither hold any Benami property, nor are there any proceedings initiated or pending against the
Company in respect of holding any Benami property.

(ix) The company does not have borrowing from bank or financial institution on basis of security of current assets.

(x) The Company has not been declared a wilful defaulter by any bank, financial institution, government, or
governmental authority during the year.

(xi) The Company has not entered into any transaction with companies struck off.

(xii) The Company has two charges registered with the Registrar of Companies:

(a) ''235 crore in favor of IFCI vide charge ID No. 10202817; and

(b) ''100 crore in favor of SBICAP Trustee Company Ltd vide charge ID No. 10281132.

Since the matters pertaining to these charges are sub judice and currently under adjudication, the Company has
not received confirmation for satisfaction of charges.

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

(xiv) The company has not been involved in any kinds of arrangements as explain u/s 230-237.

(xv) The Company has neither advanced or loaned nor 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.

---

Mar 31, 2025

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits

Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits

Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of
''10/- each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per
share, whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to
vote on every resolution placed before the company in the General Meeting as per applicable law from time to
time. Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of
cumulative redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh)
was extended up to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of
the said preference shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023,
to October 30, 2032.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining
assets of the company after distribution of preferential amounts. The distribution will be in the proportion of
the number of equity shares held by the shareholders.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into
Compulsory Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained
in note no. 29

A Preference Share Capital

Under the previous GAAP, preference shares were shown as part of equity and carried at cost. Redeemable preference
shares contain a contractual obligation to deliver cash to the holders. Under Ind AS the same is classified as liability.
Dividend on cumulative preference shares has accordingly been shown as part of finance cost.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of ''10/-
each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per share,
whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to vote on
every resolution placed before the company in the General Meeting as per applicable law from time to time.
Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh) was extended up
to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference
shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

ii) Capital Redemption Reserve for redemption of Preference Shares is not created during the year because of
unavailability of surplus.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into Compulsory
Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained in note no. 29

17 CONTINGENT LIABILITIES AND COMMITMENTS
(TO THE EXTENT NOT PROVIDED FOR)

(i) Contingent Liabilities

a) ''The company alongwith its erstwhile Special Purpose Vehicle Company and Blue Coast Infrastructure Pvt.
Ltd. agreed to propose a compromise to make arrangements for a contingency of ''315.62 Crore (subject to
final adjudication) & the terms were duly recorded before Hon''ble High Court, Delhi. Balance of
Contingency ''70.74 Crore is as on 31.03.2025 (Previous Year ''94.57 Crore). Primary parties to the case
regularly paying the agreed amount, accordingly no provision is considered necessary.

b) ''The Company had provided a Bank Guarantee ("BG") to the Punjab Urban Development Authority
("PUDA") in connection with the hotel project at Amritsar, Punjab, undertaken by its subsidiary, Golden
Joy Hotel Private Limited. The said BG lapsed in the year 2013 and the same was not encashed
by PUDA within the validity period. However, a contingent liability of ''5.00 Crore may arise pursuant to a
civil suit filed by PUDA in relation to the same.

(ii) Commitments

The Company has provided a Corporate Guarantee of ''35 crores to Punjab National Bank on behalf of
M/s Joy Hotel & Resorts Pvt. Ltd. for their Chandigarh hotel project. As on 31.03.2025, the outstanding amount
is ''7.20 crore (''15.70 crore as on 31.03.2024), for which the Company is contingently liable.

28 MATERIAL UNCERTAINITY RELATED TO GOING CONCERN

The Company''s hotel operations had been discontinued in the earlier years and the company has been incurring huge
operational losses regularly which has resulted in negative net worth of the Company. This situation indicates that a material
uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. The management
believes that the company''s future business plans and prospects will enable it to meet the operational expenses. Further, the
Board is hopeful and has passed a resolution to receive financial support from its wholly owned Subsidiary Company, M/s
Blue Coast Hospitality Limited, out of funds available with the subsidiary company from various sources, including, if
required, from liquidation or monetization of the land parcel situated in Goa owned by the subsidiary company, to the extent
which may be required by the Company to meet its obligations in future. Considering these factors, the financial statements
for the year ending 31.03.2025 have been prepared by the management on a going concern basis.

29 DISCLOSURE REGARDING WAIVER OF DIVIDEND, MODIFICATION OF TERMS OF REDEEMABLE
PREFERENCE SHARES (RPS) AND PARTIAL CONVERSION THEREOF

(i) Preference Dividend Waiver (Exceptional Item)

The Board of Directors of the company in its meeting held on September 3, 2024, with the consent of the Preference
Shareholders ("RPS"), waived off the dividend accrued amounting to ''8,617.82 lakhs, on RPS held by them,
representing 95% of the total accrued dividend amounting to ''9,071.39 lakhs till 31^st August, 2024. Accordingly, an
amount of ''8,617.82 lakhs has been waived off and is no longer payable by the Company. The remaining 5%,
amounting to ''453.57 lakhs, continues to be payable and has been retained as a liability in the financial statements.

The dividend waiver of ''8,617.82 lakhs (Net of ''8617.79 lakhs for period ending as on 31.08.2024 less ''164.27 lakhs
for the period, April 1, 2024 till August 31, 2024) have been recognized as income under "Exceptional Items" in the
financial statements for the year ended 31^st March 2025.

ii. Reduction of Coupon rate and Conversion into Compulsory Convertible Preference Shares (CCPS)

During the reporting period, pursuant to approval of Board of Directors, Shareholders and with the consent of
Redeemable Preference Shareholders ("RPS"), the following variations in the rights of the existing Redeemable
Preference Shares were made:

a) On 28^th September, 2024, the coupon rate on all outstanding RPS was reduced from 10% per annum to
0.01% per annum.

b) On November 14, 2024, conversion of 6,93,110, 0.01% RPS of ''100 each (out of 20% defaulted of the 41,50,000
RPS, amounting ''8.30 crore) into 0.01% Compulsorily Convertible Preference Shares (CCPS) of ''100 each.
Subsequently, at the same Board Meeting, the Board approved the conversion of 1,89,200 CCPS (out of the
6,93,110 CCPS) into 18,92,000 Equity Shares of ''10 each, at a conversion ratio of 1 CCPS of ''100 each for 10 Equity
Shares of ''10 each.

iii. Subsequent Conversion of pending Compulsory Convertible Preference Shares (CCPS) into Equity Shares

As on the balance sheet date, the Company has outstanding no. of 5,03,910 CCPS of ''100/-. These CCPS are
mandatorily convertible into equity shares in a phased manner. On 16^th May, 2025, 2,55,200 CCPS of ''100/- has been
converted into 25,52,000 equity shares of ''10 each. The remaining balance of 2,48,710 CCPS of ''100/- shall be
converted within the prescribed time. As these instruments are already classified as equity, no further gain or loss
will be recognized upon their conversion.

The conversion will not involve any cash outflow/inflow, however will result in an increase in the equity share
capital of the Company. The impact of the conversion on dilution has been considered in the financial disclosures
under EPS.

iv. Fair Value Measurement of Redeemable Preference Shares (RPS)

The fair value of the modified RPS was determined by discounting expected future cash flows using the prevailing
market interest rate of 10%, as at the date of modification. The fair value of the instruments was as fair value of
residual RPS (post rate reduction): ''1470.49 lakhs.

v. Accounting and Classification as per Ind AS 109 and 32

In accordance with Ind AS 109 - Financial Instruments, the modification of the Redeemable Preference Shares (RPSs)
involved substantial changes in the contractual terms-most notably, a significant reduction in the interest rate and a
partial conversion of the liability into equity instruments. Consequently, the transaction was assessed as a
substantial modification in accordance with the guidance provided in paragraphs 3.3.2 and B3.3.6 of Ind AS 109.

As a result, the original RPSs were derecognized in full, and the modified instruments were recognized at their fair
value. The resulting gain on derecognition of the original liability, amounting to ''1,986.40 lakhs, has been recognized
under "Equity Component of Compound Financial Instruments" within "Other Equity" in the financial statements.

30 DISCLOSURE REGARDING CLAIM OVER RETAINED AUCTION PROCEEDS FROM SALE OF GOA

HOTEL PROPERTY

(i) On 23.02.2015, the "Hotel Park Hyatt Goa Resort & Spa" (Goa Hotel Property) owned by the Blue Coast Hotels Ltd.
(BCHL) was auctioned by the First Charge Holder IFCI Ltd. (IFCI) for the total sum of ''515,44,01,000/- to the
Auction Purchaser ITC Ltd.

(ii) In the representative Civil Suit being C.S.(O.S.) No. 176/ 2015, vide Order dated 31.07.2015, the Hon''ble High Court
of Delhi has been pleased to direct IFCI to retain a sum of ''85.00 Crores from the auction proceed of the Goa Hotel
Property of BCHL in an interest-bearing FD.

(iii) Vide Letter dated 06.02.2019, IFCI informed BCHL that out of the total auction proceed of ''515,44,01,000/-, IFCI has
appropriated a sum of ''314,23,10,542/- towards its loans and other expenses, besides disbursing the sum of
''8,52,07,142/- to the State Bank of Mysore. It was also informed by IFCI that out of the remaining auction proceed, a
sum of ''126,78,37,602/- was released to SEBI towards PACL Ltd. NCD A/c, and a sum of ''85.00 Crores (with
accrued interest) retained by IFCI in terms of the said Order dated 31.07.2015 passed by the Hon''ble High Court.

(iv) Thereafter, towards claim of the said sum of ''85.00 Crores (with accrued interest), SEBI approached the Hon''ble
Supreme Court vide an Application being I.A. No. 128401/ 2018 in the pending C.A. No. 13301/ 2015, seeking a
direction against IFCI to release the sum of ''85.00 Crores (plus accrued interest), having been retained by IFCI. Since,
the said balance auction proceeds for the sum of ''85.00 Crores (plus accrued interest) belonged to the BCHL,
being the rightful claimant to the said balance auction proceed, BCHL filed an Objection/ Counter Affidavit before
the Hon''ble Supreme Court thereby objecting to the said claim of SEBI while stressing that the entire amount
due and payable to SEBI towards the PACL Ltd. NCD A/c on account of the debentures issued to PACL Ltd. stands
fully satisfied and nothing remained payable thereof and thus, the said balance auction proceed is liable to be
returned to BCHL.

(v) On 12.12.2024, SEBI withdrew the said I.A. No. 128401/ 2018 from the Hon''ble Supreme Court, while seeking
permission to approach the Justice Lodha (Retd.) Committee for consideration of the subject matter of said I.A.
No. 128401/ 2018.

(vi) The matter is presently pending consideration before the Ld. Recovery Officer, acting on behalf of Justice Lodha
(Retd.) Committee (in the PACL Matter), where BCHL has filed its Objections thereby making claim over the said
balance auction proceed for the sum of ''85.00 Crores (plus accrued interest) being the surplus amount out of the
auction of the Goa Hotel Property owned by BCHL, while taking various legal and factual pleas, which is a matter of
record and is pending consideration before the Ld. Recovery Officer.

31 SIGNIFICANT DISCLOSURE REGARDING OTHER MATTERS

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance

of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 17(i) )

g) Due to absence of profit, the Company has not paid the dividend on its Cumulative Redeemable Preference Shares
(RPS) and also default in respect of redemption of 0.01% Redeemable Preference Shares. Out of Total default
amounting ''830.00 lakhs, ''693.11 lakhs RPS has been converted into CCPS. Net default of RPS as on 31.03.2025 is
''136.89 lakhs. The Company will address these obligations as soon as financial conditions permit, and the required
profits are available.

h) Pursuant to the examination report received from National Stock Exchange of India ("NSE"), the Securities and
Exchange Board of India ("SEBI") had initiated an investigation into the financial affairs of the Company, for
possible violation of the SEBI Act, 1992 and regulations made thereunder. Following the said investigation, the
company and some of its officials (Whole Time Director and former Chief Financial Officer) have received a Show
Cause Notice ("SCN"), on 04^th March 2025, under Rule 4(1) of SEBI (Procedure for Holding Enquiry and Imposing
Penalties) Rule, 1995 from the Office of the Chief General Manager and Adjudicating Officer, Securities Exchange
Board of India.

The said SCN lists out alleged violation of certain provisions of, inter alia, Regulation 4, 17(8), 23, 33, 34 and 48 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 27 of SEBI Act, 1992
read with Indian Accounting Standard 1, 24 and 37. Without prejudice to our rights and contentions, at this stage, the
Company along with its Whole Time Director have submitted a Settlement Application on 03.05.2025 with SEBI
under SEBI''s Settlement Regulations, 2018, which is currently pending consideration. The settlement, if accepted,
may involve payment of a settlement amount around ''25.00 lakhs, as proposed.

i) The company has not been carrying any business operations during the reporting year. However, the company has
been regularly incurring substantial expenses on leasing of office building, employee costs and professional
expenses for pending disputes and litigation, besides routine expenses. The company has also incurred expenses on
Listing and ROC fee of conversion of Compulsory Convertible Preference Shares into Equity Shares. The same has
resulted in incurring huge operational losses to the company. The management is of the opinion that these expenses
have been incurred in the ordinary course and are necessary for future proposed operations of the company and
to recover claim of amount retained by the IFCI Ltd and to handle writ petition filed against auction of the
hotel property of the company by the IFCI Ltd, for which the management expects the probable positive
outcome in future.

33 OTHER STATUTORY INFORMATION

(i) All the title deeds of immovable properties held in the name of the company.

(ii) The company has not fair valued its Investment Property (as measured for disclosure purposes in the financial
statement) during the year.

(iii) The company has not revalued its Property, Plant and Equipment (including Right of Use Assets) during the
year.

(iv) The Company does not hold any intangible assets; hence, revaluation of intangible assets is not applicable.

(v) The company has not entered into any transaction of Loans or Advances in the nature of Loan granted to
promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or
jointly with any other person.

(vi) The company does not have any Capital Work in Progress (CWIP) during the year.

(vii) The company does not have any Intangible Assets under Development during the year.

(viii) The Company neither hold any Benami property, nor are there any proceedings initiated or pending against the
Company in respect of holding any Benami property.

(ix) The company does not have borrowing from bank or financial institution on basis of security of current assets.

(x) The Company has not been declared a wilful defaulter by any bank, financial institution, government, or
governmental authority during the year.

(xi) The Company has not entered into any transaction with companies struck off.

(xii) The Company has two charges registered with the Registrar of Companies:

(a) ''235 crore in favor of IFCI vide charge ID No. 10202817; and

(b) ''100 crore in favor of SBICAP Trustee Company Ltd vide charge ID No. 10281132.

Since the matters pertaining to these charges are sub judice and currently under adjudication, the Company has
not received confirmation for satisfaction of charges.

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

(xiv) The company has not been involved in any kinds of arrangements as explain u/s 230-237.

(xv) The Company has neither advanced or loaned nor 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.

---

Mar 31, 2025

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits

Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits

Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of
''10/- each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per
share, whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to
vote on every resolution placed before the company in the General Meeting as per applicable law from time to
time. Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of
cumulative redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh)
was extended up to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of
the said preference shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023,
to October 30, 2032.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining
assets of the company after distribution of preferential amounts. The distribution will be in the proportion of
the number of equity shares held by the shareholders.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into
Compulsory Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained
in note no. 29

A Preference Share Capital

Under the previous GAAP, preference shares were shown as part of equity and carried at cost. Redeemable preference
shares contain a contractual obligation to deliver cash to the holders. Under Ind AS the same is classified as liability.
Dividend on cumulative preference shares has accordingly been shown as part of finance cost.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of ''10/-
each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per share,
whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to vote on
every resolution placed before the company in the General Meeting as per applicable law from time to time.
Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh) was extended up
to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference
shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

ii) Capital Redemption Reserve for redemption of Preference Shares is not created during the year because of
unavailability of surplus.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into Compulsory
Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained in note no. 29

17 CONTINGENT LIABILITIES AND COMMITMENTS
(TO THE EXTENT NOT PROVIDED FOR)

(i) Contingent Liabilities

a) ''The company alongwith its erstwhile Special Purpose Vehicle Company and Blue Coast Infrastructure Pvt.
Ltd. agreed to propose a compromise to make arrangements for a contingency of ''315.62 Crore (subject to
final adjudication) & the terms were duly recorded before Hon''ble High Court, Delhi. Balance of
Contingency ''70.74 Crore is as on 31.03.2025 (Previous Year ''94.57 Crore). Primary parties to the case
regularly paying the agreed amount, accordingly no provision is considered necessary.

b) ''The Company had provided a Bank Guarantee ("BG") to the Punjab Urban Development Authority
("PUDA") in connection with the hotel project at Amritsar, Punjab, undertaken by its subsidiary, Golden
Joy Hotel Private Limited. The said BG lapsed in the year 2013 and the same was not encashed
by PUDA within the validity period. However, a contingent liability of ''5.00 Crore may arise pursuant to a
civil suit filed by PUDA in relation to the same.

(ii) Commitments

The Company has provided a Corporate Guarantee of ''35 crores to Punjab National Bank on behalf of
M/s Joy Hotel & Resorts Pvt. Ltd. for their Chandigarh hotel project. As on 31.03.2025, the outstanding amount
is ''7.20 crore (''15.70 crore as on 31.03.2024), for which the Company is contingently liable.

28 MATERIAL UNCERTAINITY RELATED TO GOING CONCERN

The Company''s hotel operations had been discontinued in the earlier years and the company has been incurring huge
operational losses regularly which has resulted in negative net worth of the Company. This situation indicates that a material
uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. The management
believes that the company''s future business plans and prospects will enable it to meet the operational expenses. Further, the
Board is hopeful and has passed a resolution to receive financial support from its wholly owned Subsidiary Company, M/s
Blue Coast Hospitality Limited, out of funds available with the subsidiary company from various sources, including, if
required, from liquidation or monetization of the land parcel situated in Goa owned by the subsidiary company, to the extent
which may be required by the Company to meet its obligations in future. Considering these factors, the financial statements
for the year ending 31.03.2025 have been prepared by the management on a going concern basis.

29 DISCLOSURE REGARDING WAIVER OF DIVIDEND, MODIFICATION OF TERMS OF REDEEMABLE
PREFERENCE SHARES (RPS) AND PARTIAL CONVERSION THEREOF

(i) Preference Dividend Waiver (Exceptional Item)

The Board of Directors of the company in its meeting held on September 3, 2024, with the consent of the Preference
Shareholders ("RPS"), waived off the dividend accrued amounting to ''8,617.82 lakhs, on RPS held by them,
representing 95% of the total accrued dividend amounting to ''9,071.39 lakhs till 31^st August, 2024. Accordingly, an
amount of ''8,617.82 lakhs has been waived off and is no longer payable by the Company. The remaining 5%,
amounting to ''453.57 lakhs, continues to be payable and has been retained as a liability in the financial statements.

The dividend waiver of ''8,617.82 lakhs (Net of ''8617.79 lakhs for period ending as on 31.08.2024 less ''164.27 lakhs
for the period, April 1, 2024 till August 31, 2024) have been recognized as income under "Exceptional Items" in the
financial statements for the year ended 31^st March 2025.

ii. Reduction of Coupon rate and Conversion into Compulsory Convertible Preference Shares (CCPS)

During the reporting period, pursuant to approval of Board of Directors, Shareholders and with the consent of
Redeemable Preference Shareholders ("RPS"), the following variations in the rights of the existing Redeemable
Preference Shares were made:

a) On 28^th September, 2024, the coupon rate on all outstanding RPS was reduced from 10% per annum to
0.01% per annum.

b) On November 14, 2024, conversion of 6,93,110, 0.01% RPS of ''100 each (out of 20% defaulted of the 41,50,000
RPS, amounting ''8.30 crore) into 0.01% Compulsorily Convertible Preference Shares (CCPS) of ''100 each.
Subsequently, at the same Board Meeting, the Board approved the conversion of 1,89,200 CCPS (out of the
6,93,110 CCPS) into 18,92,000 Equity Shares of ''10 each, at a conversion ratio of 1 CCPS of ''100 each for 10 Equity
Shares of ''10 each.

iii. Subsequent Conversion of pending Compulsory Convertible Preference Shares (CCPS) into Equity Shares

As on the balance sheet date, the Company has outstanding no. of 5,03,910 CCPS of ''100/-. These CCPS are
mandatorily convertible into equity shares in a phased manner. On 16^th May, 2025, 2,55,200 CCPS of ''100/- has been
converted into 25,52,000 equity shares of ''10 each. The remaining balance of 2,48,710 CCPS of ''100/- shall be
converted within the prescribed time. As these instruments are already classified as equity, no further gain or loss
will be recognized upon their conversion.

The conversion will not involve any cash outflow/inflow, however will result in an increase in the equity share
capital of the Company. The impact of the conversion on dilution has been considered in the financial disclosures
under EPS.

iv. Fair Value Measurement of Redeemable Preference Shares (RPS)

The fair value of the modified RPS was determined by discounting expected future cash flows using the prevailing
market interest rate of 10%, as at the date of modification. The fair value of the instruments was as fair value of
residual RPS (post rate reduction): ''1470.49 lakhs.

v. Accounting and Classification as per Ind AS 109 and 32

In accordance with Ind AS 109 - Financial Instruments, the modification of the Redeemable Preference Shares (RPSs)
involved substantial changes in the contractual terms-most notably, a significant reduction in the interest rate and a
partial conversion of the liability into equity instruments. Consequently, the transaction was assessed as a
substantial modification in accordance with the guidance provided in paragraphs 3.3.2 and B3.3.6 of Ind AS 109.

As a result, the original RPSs were derecognized in full, and the modified instruments were recognized at their fair
value. The resulting gain on derecognition of the original liability, amounting to ''1,986.40 lakhs, has been recognized
under "Equity Component of Compound Financial Instruments" within "Other Equity" in the financial statements.

30 DISCLOSURE REGARDING CLAIM OVER RETAINED AUCTION PROCEEDS FROM SALE OF GOA

HOTEL PROPERTY

(i) On 23.02.2015, the "Hotel Park Hyatt Goa Resort & Spa" (Goa Hotel Property) owned by the Blue Coast Hotels Ltd.
(BCHL) was auctioned by the First Charge Holder IFCI Ltd. (IFCI) for the total sum of ''515,44,01,000/- to the
Auction Purchaser ITC Ltd.

(ii) In the representative Civil Suit being C.S.(O.S.) No. 176/ 2015, vide Order dated 31.07.2015, the Hon''ble High Court
of Delhi has been pleased to direct IFCI to retain a sum of ''85.00 Crores from the auction proceed of the Goa Hotel
Property of BCHL in an interest-bearing FD.

(iii) Vide Letter dated 06.02.2019, IFCI informed BCHL that out of the total auction proceed of ''515,44,01,000/-, IFCI has
appropriated a sum of ''314,23,10,542/- towards its loans and other expenses, besides disbursing the sum of
''8,52,07,142/- to the State Bank of Mysore. It was also informed by IFCI that out of the remaining auction proceed, a
sum of ''126,78,37,602/- was released to SEBI towards PACL Ltd. NCD A/c, and a sum of ''85.00 Crores (with
accrued interest) retained by IFCI in terms of the said Order dated 31.07.2015 passed by the Hon''ble High Court.

(iv) Thereafter, towards claim of the said sum of ''85.00 Crores (with accrued interest), SEBI approached the Hon''ble
Supreme Court vide an Application being I.A. No. 128401/ 2018 in the pending C.A. No. 13301/ 2015, seeking a
direction against IFCI to release the sum of ''85.00 Crores (plus accrued interest), having been retained by IFCI. Since,
the said balance auction proceeds for the sum of ''85.00 Crores (plus accrued interest) belonged to the BCHL,
being the rightful claimant to the said balance auction proceed, BCHL filed an Objection/ Counter Affidavit before
the Hon''ble Supreme Court thereby objecting to the said claim of SEBI while stressing that the entire amount
due and payable to SEBI towards the PACL Ltd. NCD A/c on account of the debentures issued to PACL Ltd. stands
fully satisfied and nothing remained payable thereof and thus, the said balance auction proceed is liable to be
returned to BCHL.

(v) On 12.12.2024, SEBI withdrew the said I.A. No. 128401/ 2018 from the Hon''ble Supreme Court, while seeking
permission to approach the Justice Lodha (Retd.) Committee for consideration of the subject matter of said I.A.
No. 128401/ 2018.

(vi) The matter is presently pending consideration before the Ld. Recovery Officer, acting on behalf of Justice Lodha
(Retd.) Committee (in the PACL Matter), where BCHL has filed its Objections thereby making claim over the said
balance auction proceed for the sum of ''85.00 Crores (plus accrued interest) being the surplus amount out of the
auction of the Goa Hotel Property owned by BCHL, while taking various legal and factual pleas, which is a matter of
record and is pending consideration before the Ld. Recovery Officer.

31 SIGNIFICANT DISCLOSURE REGARDING OTHER MATTERS

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance

of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 17(i) )

g) Due to absence of profit, the Company has not paid the dividend on its Cumulative Redeemable Preference Shares
(RPS) and also default in respect of redemption of 0.01% Redeemable Preference Shares. Out of Total default
amounting ''830.00 lakhs, ''693.11 lakhs RPS has been converted into CCPS. Net default of RPS as on 31.03.2025 is
''136.89 lakhs. The Company will address these obligations as soon as financial conditions permit, and the required
profits are available.

h) Pursuant to the examination report received from National Stock Exchange of India ("NSE"), the Securities and
Exchange Board of India ("SEBI") had initiated an investigation into the financial affairs of the Company, for
possible violation of the SEBI Act, 1992 and regulations made thereunder. Following the said investigation, the
company and some of its officials (Whole Time Director and former Chief Financial Officer) have received a Show
Cause Notice ("SCN"), on 04^th March 2025, under Rule 4(1) of SEBI (Procedure for Holding Enquiry and Imposing
Penalties) Rule, 1995 from the Office of the Chief General Manager and Adjudicating Officer, Securities Exchange
Board of India.

The said SCN lists out alleged violation of certain provisions of, inter alia, Regulation 4, 17(8), 23, 33, 34 and 48 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 27 of SEBI Act, 1992
read with Indian Accounting Standard 1, 24 and 37. Without prejudice to our rights and contentions, at this stage, the
Company along with its Whole Time Director have submitted a Settlement Application on 03.05.2025 with SEBI
under SEBI''s Settlement Regulations, 2018, which is currently pending consideration. The settlement, if accepted,
may involve payment of a settlement amount around ''25.00 lakhs, as proposed.

i) The company has not been carrying any business operations during the reporting year. However, the company has
been regularly incurring substantial expenses on leasing of office building, employee costs and professional
expenses for pending disputes and litigation, besides routine expenses. The company has also incurred expenses on
Listing and ROC fee of conversion of Compulsory Convertible Preference Shares into Equity Shares. The same has
resulted in incurring huge operational losses to the company. The management is of the opinion that these expenses
have been incurred in the ordinary course and are necessary for future proposed operations of the company and
to recover claim of amount retained by the IFCI Ltd and to handle writ petition filed against auction of the
hotel property of the company by the IFCI Ltd, for which the management expects the probable positive
outcome in future.

33 OTHER STATUTORY INFORMATION

(i) All the title deeds of immovable properties held in the name of the company.

(ii) The company has not fair valued its Investment Property (as measured for disclosure purposes in the financial
statement) during the year.

(iii) The company has not revalued its Property, Plant and Equipment (including Right of Use Assets) during the
year.

(iv) The Company does not hold any intangible assets; hence, revaluation of intangible assets is not applicable.

(v) The company has not entered into any transaction of Loans or Advances in the nature of Loan granted to
promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or
jointly with any other person.

(vi) The company does not have any Capital Work in Progress (CWIP) during the year.

(vii) The company does not have any Intangible Assets under Development during the year.

(viii) The Company neither hold any Benami property, nor are there any proceedings initiated or pending against the
Company in respect of holding any Benami property.

(ix) The company does not have borrowing from bank or financial institution on basis of security of current assets.

(x) The Company has not been declared a wilful defaulter by any bank, financial institution, government, or
governmental authority during the year.

(xi) The Company has not entered into any transaction with companies struck off.

(xii) The Company has two charges registered with the Registrar of Companies:

(a) ''235 crore in favor of IFCI vide charge ID No. 10202817; and

(b) ''100 crore in favor of SBICAP Trustee Company Ltd vide charge ID No. 10281132.

Since the matters pertaining to these charges are sub judice and currently under adjudication, the Company has
not received confirmation for satisfaction of charges.

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

(xiv) The company has not been involved in any kinds of arrangements as explain u/s 230-237.

(xv) The Company has neither advanced or loaned nor 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.

---

Mar 31, 2025

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits

Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits

Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of
''10/- each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per
share, whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to
vote on every resolution placed before the company in the General Meeting as per applicable law from time to
time. Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of
cumulative redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh)
was extended up to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of
the said preference shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023,
to October 30, 2032.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining
assets of the company after distribution of preferential amounts. The distribution will be in the proportion of
the number of equity shares held by the shareholders.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into
Compulsory Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained
in note no. 29

A Preference Share Capital

Under the previous GAAP, preference shares were shown as part of equity and carried at cost. Redeemable preference
shares contain a contractual obligation to deliver cash to the holders. Under Ind AS the same is classified as liability.
Dividend on cumulative preference shares has accordingly been shown as part of finance cost.

i) The company has two classes of shares referred as equity shares and preference shares having a par value of ''10/-
each and par value of ''100/- each respectively. Each holder of equity shares is entitled to one vote per share,
whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to vote on
every resolution placed before the company in the General Meeting as per applicable law from time to time.
Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to ''41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh) was extended up
to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference
shares are to be redeemed every year starting from the 21^st year, i.e., from October 30, 2023, to October 30, 2032.

ii) Capital Redemption Reserve for redemption of Preference Shares is not created during the year because of
unavailability of surplus.

iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into Compulsory
Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained in note no. 29

17 CONTINGENT LIABILITIES AND COMMITMENTS
(TO THE EXTENT NOT PROVIDED FOR)

(i) Contingent Liabilities

a) ''The company alongwith its erstwhile Special Purpose Vehicle Company and Blue Coast Infrastructure Pvt.
Ltd. agreed to propose a compromise to make arrangements for a contingency of ''315.62 Crore (subject to
final adjudication) & the terms were duly recorded before Hon''ble High Court, Delhi. Balance of
Contingency ''70.74 Crore is as on 31.03.2025 (Previous Year ''94.57 Crore). Primary parties to the case
regularly paying the agreed amount, accordingly no provision is considered necessary.

b) ''The Company had provided a Bank Guarantee ("BG") to the Punjab Urban Development Authority
("PUDA") in connection with the hotel project at Amritsar, Punjab, undertaken by its subsidiary, Golden
Joy Hotel Private Limited. The said BG lapsed in the year 2013 and the same was not encashed
by PUDA within the validity period. However, a contingent liability of ''5.00 Crore may arise pursuant to a
civil suit filed by PUDA in relation to the same.

(ii) Commitments

The Company has provided a Corporate Guarantee of ''35 crores to Punjab National Bank on behalf of
M/s Joy Hotel & Resorts Pvt. Ltd. for their Chandigarh hotel project. As on 31.03.2025, the outstanding amount
is ''7.20 crore (''15.70 crore as on 31.03.2024), for which the Company is contingently liable.

28 MATERIAL UNCERTAINITY RELATED TO GOING CONCERN

The Company''s hotel operations had been discontinued in the earlier years and the company has been incurring huge
operational losses regularly which has resulted in negative net worth of the Company. This situation indicates that a material
uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. The management
believes that the company''s future business plans and prospects will enable it to meet the operational expenses. Further, the
Board is hopeful and has passed a resolution to receive financial support from its wholly owned Subsidiary Company, M/s
Blue Coast Hospitality Limited, out of funds available with the subsidiary company from various sources, including, if
required, from liquidation or monetization of the land parcel situated in Goa owned by the subsidiary company, to the extent
which may be required by the Company to meet its obligations in future. Considering these factors, the financial statements
for the year ending 31.03.2025 have been prepared by the management on a going concern basis.

29 DISCLOSURE REGARDING WAIVER OF DIVIDEND, MODIFICATION OF TERMS OF REDEEMABLE
PREFERENCE SHARES (RPS) AND PARTIAL CONVERSION THEREOF

(i) Preference Dividend Waiver (Exceptional Item)

The Board of Directors of the company in its meeting held on September 3, 2024, with the consent of the Preference
Shareholders ("RPS"), waived off the dividend accrued amounting to ''8,617.82 lakhs, on RPS held by them,
representing 95% of the total accrued dividend amounting to ''9,071.39 lakhs till 31^st August, 2024. Accordingly, an
amount of ''8,617.82 lakhs has been waived off and is no longer payable by the Company. The remaining 5%,
amounting to ''453.57 lakhs, continues to be payable and has been retained as a liability in the financial statements.

The dividend waiver of ''8,617.82 lakhs (Net of ''8617.79 lakhs for period ending as on 31.08.2024 less ''164.27 lakhs
for the period, April 1, 2024 till August 31, 2024) have been recognized as income under "Exceptional Items" in the
financial statements for the year ended 31^st March 2025.

ii. Reduction of Coupon rate and Conversion into Compulsory Convertible Preference Shares (CCPS)

During the reporting period, pursuant to approval of Board of Directors, Shareholders and with the consent of
Redeemable Preference Shareholders ("RPS"), the following variations in the rights of the existing Redeemable
Preference Shares were made:

a) On 28^th September, 2024, the coupon rate on all outstanding RPS was reduced from 10% per annum to
0.01% per annum.

b) On November 14, 2024, conversion of 6,93,110, 0.01% RPS of ''100 each (out of 20% defaulted of the 41,50,000
RPS, amounting ''8.30 crore) into 0.01% Compulsorily Convertible Preference Shares (CCPS) of ''100 each.
Subsequently, at the same Board Meeting, the Board approved the conversion of 1,89,200 CCPS (out of the
6,93,110 CCPS) into 18,92,000 Equity Shares of ''10 each, at a conversion ratio of 1 CCPS of ''100 each for 10 Equity
Shares of ''10 each.

iii. Subsequent Conversion of pending Compulsory Convertible Preference Shares (CCPS) into Equity Shares

As on the balance sheet date, the Company has outstanding no. of 5,03,910 CCPS of ''100/-. These CCPS are
mandatorily convertible into equity shares in a phased manner. On 16^th May, 2025, 2,55,200 CCPS of ''100/- has been
converted into 25,52,000 equity shares of ''10 each. The remaining balance of 2,48,710 CCPS of ''100/- shall be
converted within the prescribed time. As these instruments are already classified as equity, no further gain or loss
will be recognized upon their conversion.

The conversion will not involve any cash outflow/inflow, however will result in an increase in the equity share
capital of the Company. The impact of the conversion on dilution has been considered in the financial disclosures
under EPS.

iv. Fair Value Measurement of Redeemable Preference Shares (RPS)

The fair value of the modified RPS was determined by discounting expected future cash flows using the prevailing
market interest rate of 10%, as at the date of modification. The fair value of the instruments was as fair value of
residual RPS (post rate reduction): ''1470.49 lakhs.

v. Accounting and Classification as per Ind AS 109 and 32

In accordance with Ind AS 109 - Financial Instruments, the modification of the Redeemable Preference Shares (RPSs)
involved substantial changes in the contractual terms-most notably, a significant reduction in the interest rate and a
partial conversion of the liability into equity instruments. Consequently, the transaction was assessed as a
substantial modification in accordance with the guidance provided in paragraphs 3.3.2 and B3.3.6 of Ind AS 109.

As a result, the original RPSs were derecognized in full, and the modified instruments were recognized at their fair
value. The resulting gain on derecognition of the original liability, amounting to ''1,986.40 lakhs, has been recognized
under "Equity Component of Compound Financial Instruments" within "Other Equity" in the financial statements.

30 DISCLOSURE REGARDING CLAIM OVER RETAINED AUCTION PROCEEDS FROM SALE OF GOA

HOTEL PROPERTY

(i) On 23.02.2015, the "Hotel Park Hyatt Goa Resort & Spa" (Goa Hotel Property) owned by the Blue Coast Hotels Ltd.
(BCHL) was auctioned by the First Charge Holder IFCI Ltd. (IFCI) for the total sum of ''515,44,01,000/- to the
Auction Purchaser ITC Ltd.

(ii) In the representative Civil Suit being C.S.(O.S.) No. 176/ 2015, vide Order dated 31.07.2015, the Hon''ble High Court
of Delhi has been pleased to direct IFCI to retain a sum of ''85.00 Crores from the auction proceed of the Goa Hotel
Property of BCHL in an interest-bearing FD.

(iii) Vide Letter dated 06.02.2019, IFCI informed BCHL that out of the total auction proceed of ''515,44,01,000/-, IFCI has
appropriated a sum of ''314,23,10,542/- towards its loans and other expenses, besides disbursing the sum of
''8,52,07,142/- to the State Bank of Mysore. It was also informed by IFCI that out of the remaining auction proceed, a
sum of ''126,78,37,602/- was released to SEBI towards PACL Ltd. NCD A/c, and a sum of ''85.00 Crores (with
accrued interest) retained by IFCI in terms of the said Order dated 31.07.2015 passed by the Hon''ble High Court.

(iv) Thereafter, towards claim of the said sum of ''85.00 Crores (with accrued interest), SEBI approached the Hon''ble
Supreme Court vide an Application being I.A. No. 128401/ 2018 in the pending C.A. No. 13301/ 2015, seeking a
direction against IFCI to release the sum of ''85.00 Crores (plus accrued interest), having been retained by IFCI. Since,
the said balance auction proceeds for the sum of ''85.00 Crores (plus accrued interest) belonged to the BCHL,
being the rightful claimant to the said balance auction proceed, BCHL filed an Objection/ Counter Affidavit before
the Hon''ble Supreme Court thereby objecting to the said claim of SEBI while stressing that the entire amount
due and payable to SEBI towards the PACL Ltd. NCD A/c on account of the debentures issued to PACL Ltd. stands
fully satisfied and nothing remained payable thereof and thus, the said balance auction proceed is liable to be
returned to BCHL.

(v) On 12.12.2024, SEBI withdrew the said I.A. No. 128401/ 2018 from the Hon''ble Supreme Court, while seeking
permission to approach the Justice Lodha (Retd.) Committee for consideration of the subject matter of said I.A.
No. 128401/ 2018.

(vi) The matter is presently pending consideration before the Ld. Recovery Officer, acting on behalf of Justice Lodha
(Retd.) Committee (in the PACL Matter), where BCHL has filed its Objections thereby making claim over the said
balance auction proceed for the sum of ''85.00 Crores (plus accrued interest) being the surplus amount out of the
auction of the Goa Hotel Property owned by BCHL, while taking various legal and factual pleas, which is a matter of
record and is pending consideration before the Ld. Recovery Officer.

31 SIGNIFICANT DISCLOSURE REGARDING OTHER MATTERS

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance

of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 17(i) )

g) Due to absence of profit, the Company has not paid the dividend on its Cumulative Redeemable Preference Shares
(RPS) and also default in respect of redemption of 0.01% Redeemable Preference Shares. Out of Total default
amounting ''830.00 lakhs, ''693.11 lakhs RPS has been converted into CCPS. Net default of RPS as on 31.03.2025 is
''136.89 lakhs. The Company will address these obligations as soon as financial conditions permit, and the required
profits are available.

h) Pursuant to the examination report received from National Stock Exchange of India ("NSE"), the Securities and
Exchange Board of India ("SEBI") had initiated an investigation into the financial affairs of the Company, for
possible violation of the SEBI Act, 1992 and regulations made thereunder. Following the said investigation, the
company and some of its officials (Whole Time Director and former Chief Financial Officer) have received a Show
Cause Notice ("SCN"), on 04^th March 2025, under Rule 4(1) of SEBI (Procedure for Holding Enquiry and Imposing
Penalties) Rule, 1995 from the Office of the Chief General Manager and Adjudicating Officer, Securities Exchange
Board of India.

The said SCN lists out alleged violation of certain provisions of, inter alia, Regulation 4, 17(8), 23, 33, 34 and 48 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 27 of SEBI Act, 1992
read with Indian Accounting Standard 1, 24 and 37. Without prejudice to our rights and contentions, at this stage, the
Company along with its Whole Time Director have submitted a Settlement Application on 03.05.2025 with SEBI
under SEBI''s Settlement Regulations, 2018, which is currently pending consideration. The settlement, if accepted,
may involve payment of a settlement amount around ''25.00 lakhs, as proposed.

i) The company has not been carrying any business operations during the reporting year. However, the company has
been regularly incurring substantial expenses on leasing of office building, employee costs and professional
expenses for pending disputes and litigation, besides routine expenses. The company has also incurred expenses on
Listing and ROC fee of conversion of Compulsory Convertible Preference Shares into Equity Shares. The same has
resulted in incurring huge operational losses to the company. The management is of the opinion that these expenses
have been incurred in the ordinary course and are necessary for future proposed operations of the company and
to recover claim of amount retained by the IFCI Ltd and to handle writ petition filed against auction of the
hotel property of the company by the IFCI Ltd, for which the management expects the probable positive
outcome in future.

33 OTHER STATUTORY INFORMATION

(i) All the title deeds of immovable properties held in the name of the company.

(ii) The company has not fair valued its Investment Property (as measured for disclosure purposes in the financial
statement) during the year.

(iii) The company has not revalued its Property, Plant and Equipment (including Right of Use Assets) during the
year.

(iv) The Company does not hold any intangible assets; hence, revaluation of intangible assets is not applicable.

(v) The company has not entered into any transaction of Loans or Advances in the nature of Loan granted to
promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or
jointly with any other person.

(vi) The company does not have any Capital Work in Progress (CWIP) during the year.

(vii) The company does not have any Intangible Assets under Development during the year.

(viii) The Company neither hold any Benami property, nor are there any proceedings initiated or pending against the
Company in respect of holding any Benami property.

(ix) The company does not have borrowing from bank or financial institution on basis of security of current assets.

(x) The Company has not been declared a wilful defaulter by any bank, financial institution, government, or
governmental authority during the year.

(xi) The Company has not entered into any transaction with companies struck off.

(xii) The Company has two charges registered with the Registrar of Companies:

(a) ''235 crore in favor of IFCI vide charge ID No. 10202817; and

(b) ''100 crore in favor of SBICAP Trustee Company Ltd vide charge ID No. 10281132.

Since the matters pertaining to these charges are sub judice and currently under adjudication, the Company has
not received confirmation for satisfaction of charges.

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

(xiv) The company has not been involved in any kinds of arrangements as explain u/s 230-237.

(xv) The Company has neither advanced or loaned nor 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.

---

Mar 31, 2024

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits
Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits
Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

26 EXCEPTIONAL ITEMS

(i) On account of default in repayment of term loan by the Company, the Mortgager ("IFCI Ltd." or "IFCI") initiated
recovery proceeding under SARFAESI Act, 2002 against the Company and auctioned the hotel property named as
''Park Hyatt Goa Resort & Spa'' ("Hotel") for an amount of ''515.44 crores. Vide order dated March 19, 2018, the
Hon''ble Supreme Court directed the Company to handover the possession of the Hotel to the Auction Purchaser,
within a period of six months, which stood complied by the Company on September 19, 2018.

(ii) Out of the entire auction consideration for the sum of ''515.44 crores, the IFCI Ltd. immediately appropriated its loan
amounts with interest to the extent of ''311.71 crores on 23.02.2015 and transferred the sum of ''8.52 crores to the State
Bank of Mysore towards its working capital facility to the company. IFCI also released the sum of ''126.78 crores to
SEBI towards their claims of principal amount and interest etc. of PACL NCD A/c.

(iii) The balance sum of ''85 crores plus interest has been retained by IFCI, in an FDR and has been claimed by the
Company in its capacity as the owner and beneficiary of the remaining auction proceeds.

(iv) SEBI has also made the claim over the said sum of ''85 crores from IFCI Ltd., without any documentary support and
basis and has sought a direction by filing an Interim Application before the Hon''ble Supreme Court, which is being
duly contested by the Company, and the dispute over claim of the sum of ''85 crores with interest by the respective
parties is pending adjudication before the Hon''ble Supreme Court.

(v) In the meanwhile, before handing over the possession of the Hotel property to the Auction Purchaser, the Company
has also availed its right to redeem the Hotel property u/s 60 of the Transfer of Property Act, 1882, by giving
appropriate Notice to IFCI Ltd. and the Auction Purchaser, and under the given circumstances, during the reporting
year, the Company has accounted for the sale of the Hotel property in its financial books. A Writ Petition preferred in
this regard by the Company against IFCI Ltd. and the Auction Purchaser seeking redemption of the Hotel property
is pending adjudication before the Hon''ble High Court of Bombay, Goa Bench.

(vi) The outcome of the Writ Petition pending before the Hon''ble High Court of Bombay, Goa Bench and the claim of
''85 crores by the Company pending adjudication before the Hon''ble Supreme Court may have the material impact
on the Company as a going concern, besides impacting the alleged sale of the Hotel property, at Goa.

(vii) As per letter dated 6th February, 2019 received from IFCI, they have appropriated the proceeds of alleged sale
consideration of ''515.44 crore against Hotel Property, Park Hyatt Goa as under:

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 15(i) )

g) The Company has not paid the dividend on its Cumulative Redeemable Preference Shares and has also defaulted on
the repayment of the 10% instalment due on these shares. This default has occurred due to the non-availability of
sufficient profits during the financial year. The Company will address these obligations as soon as financial
conditions permit, and the required profits are available.

27. OTHERS SIGNIFICANT DISCLOSURES

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance
of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

---

Mar 31, 2024

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits
Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits
Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

26 EXCEPTIONAL ITEMS

(i) On account of default in repayment of term loan by the Company, the Mortgager ("IFCI Ltd." or "IFCI") initiated
recovery proceeding under SARFAESI Act, 2002 against the Company and auctioned the hotel property named as
''Park Hyatt Goa Resort & Spa'' ("Hotel") for an amount of ''515.44 crores. Vide order dated March 19, 2018, the
Hon''ble Supreme Court directed the Company to handover the possession of the Hotel to the Auction Purchaser,
within a period of six months, which stood complied by the Company on September 19, 2018.

(ii) Out of the entire auction consideration for the sum of ''515.44 crores, the IFCI Ltd. immediately appropriated its loan
amounts with interest to the extent of ''311.71 crores on 23.02.2015 and transferred the sum of ''8.52 crores to the State
Bank of Mysore towards its working capital facility to the company. IFCI also released the sum of ''126.78 crores to
SEBI towards their claims of principal amount and interest etc. of PACL NCD A/c.

(iii) The balance sum of ''85 crores plus interest has been retained by IFCI, in an FDR and has been claimed by the
Company in its capacity as the owner and beneficiary of the remaining auction proceeds.

(iv) SEBI has also made the claim over the said sum of ''85 crores from IFCI Ltd., without any documentary support and
basis and has sought a direction by filing an Interim Application before the Hon''ble Supreme Court, which is being
duly contested by the Company, and the dispute over claim of the sum of ''85 crores with interest by the respective
parties is pending adjudication before the Hon''ble Supreme Court.

(v) In the meanwhile, before handing over the possession of the Hotel property to the Auction Purchaser, the Company
has also availed its right to redeem the Hotel property u/s 60 of the Transfer of Property Act, 1882, by giving
appropriate Notice to IFCI Ltd. and the Auction Purchaser, and under the given circumstances, during the reporting
year, the Company has accounted for the sale of the Hotel property in its financial books. A Writ Petition preferred in
this regard by the Company against IFCI Ltd. and the Auction Purchaser seeking redemption of the Hotel property
is pending adjudication before the Hon''ble High Court of Bombay, Goa Bench.

(vi) The outcome of the Writ Petition pending before the Hon''ble High Court of Bombay, Goa Bench and the claim of
''85 crores by the Company pending adjudication before the Hon''ble Supreme Court may have the material impact
on the Company as a going concern, besides impacting the alleged sale of the Hotel property, at Goa.

(vii) As per letter dated 6th February, 2019 received from IFCI, they have appropriated the proceeds of alleged sale
consideration of ''515.44 crore against Hotel Property, Park Hyatt Goa as under:

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 15(i) )

g) The Company has not paid the dividend on its Cumulative Redeemable Preference Shares and has also defaulted on
the repayment of the 10% instalment due on these shares. This default has occurred due to the non-availability of
sufficient profits during the financial year. The Company will address these obligations as soon as financial
conditions permit, and the required profits are available.

27. OTHERS SIGNIFICANT DISCLOSURES

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance
of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

---

Mar 31, 2024

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits
Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits
Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

26 EXCEPTIONAL ITEMS

(i) On account of default in repayment of term loan by the Company, the Mortgager ("IFCI Ltd." or "IFCI") initiated
recovery proceeding under SARFAESI Act, 2002 against the Company and auctioned the hotel property named as
''Park Hyatt Goa Resort & Spa'' ("Hotel") for an amount of ''515.44 crores. Vide order dated March 19, 2018, the
Hon''ble Supreme Court directed the Company to handover the possession of the Hotel to the Auction Purchaser,
within a period of six months, which stood complied by the Company on September 19, 2018.

(ii) Out of the entire auction consideration for the sum of ''515.44 crores, the IFCI Ltd. immediately appropriated its loan
amounts with interest to the extent of ''311.71 crores on 23.02.2015 and transferred the sum of ''8.52 crores to the State
Bank of Mysore towards its working capital facility to the company. IFCI also released the sum of ''126.78 crores to
SEBI towards their claims of principal amount and interest etc. of PACL NCD A/c.

(iii) The balance sum of ''85 crores plus interest has been retained by IFCI, in an FDR and has been claimed by the
Company in its capacity as the owner and beneficiary of the remaining auction proceeds.

(iv) SEBI has also made the claim over the said sum of ''85 crores from IFCI Ltd., without any documentary support and
basis and has sought a direction by filing an Interim Application before the Hon''ble Supreme Court, which is being
duly contested by the Company, and the dispute over claim of the sum of ''85 crores with interest by the respective
parties is pending adjudication before the Hon''ble Supreme Court.

(v) In the meanwhile, before handing over the possession of the Hotel property to the Auction Purchaser, the Company
has also availed its right to redeem the Hotel property u/s 60 of the Transfer of Property Act, 1882, by giving
appropriate Notice to IFCI Ltd. and the Auction Purchaser, and under the given circumstances, during the reporting
year, the Company has accounted for the sale of the Hotel property in its financial books. A Writ Petition preferred in
this regard by the Company against IFCI Ltd. and the Auction Purchaser seeking redemption of the Hotel property
is pending adjudication before the Hon''ble High Court of Bombay, Goa Bench.

(vi) The outcome of the Writ Petition pending before the Hon''ble High Court of Bombay, Goa Bench and the claim of
''85 crores by the Company pending adjudication before the Hon''ble Supreme Court may have the material impact
on the Company as a going concern, besides impacting the alleged sale of the Hotel property, at Goa.

(vii) As per letter dated 6th February, 2019 received from IFCI, they have appropriated the proceeds of alleged sale
consideration of ''515.44 crore against Hotel Property, Park Hyatt Goa as under:

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 15(i) )

g) The Company has not paid the dividend on its Cumulative Redeemable Preference Shares and has also defaulted on
the repayment of the 10% instalment due on these shares. This default has occurred due to the non-availability of
sufficient profits during the financial year. The Company will address these obligations as soon as financial
conditions permit, and the required profits are available.

27. OTHERS SIGNIFICANT DISCLOSURES

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance
of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

---

Mar 31, 2024

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits
Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits
Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

26 EXCEPTIONAL ITEMS

(i) On account of default in repayment of term loan by the Company, the Mortgager ("IFCI Ltd." or "IFCI") initiated
recovery proceeding under SARFAESI Act, 2002 against the Company and auctioned the hotel property named as
''Park Hyatt Goa Resort & Spa'' ("Hotel") for an amount of ''515.44 crores. Vide order dated March 19, 2018, the
Hon''ble Supreme Court directed the Company to handover the possession of the Hotel to the Auction Purchaser,
within a period of six months, which stood complied by the Company on September 19, 2018.

(ii) Out of the entire auction consideration for the sum of ''515.44 crores, the IFCI Ltd. immediately appropriated its loan
amounts with interest to the extent of ''311.71 crores on 23.02.2015 and transferred the sum of ''8.52 crores to the State
Bank of Mysore towards its working capital facility to the company. IFCI also released the sum of ''126.78 crores to
SEBI towards their claims of principal amount and interest etc. of PACL NCD A/c.

(iii) The balance sum of ''85 crores plus interest has been retained by IFCI, in an FDR and has been claimed by the
Company in its capacity as the owner and beneficiary of the remaining auction proceeds.

(iv) SEBI has also made the claim over the said sum of ''85 crores from IFCI Ltd., without any documentary support and
basis and has sought a direction by filing an Interim Application before the Hon''ble Supreme Court, which is being
duly contested by the Company, and the dispute over claim of the sum of ''85 crores with interest by the respective
parties is pending adjudication before the Hon''ble Supreme Court.

(v) In the meanwhile, before handing over the possession of the Hotel property to the Auction Purchaser, the Company
has also availed its right to redeem the Hotel property u/s 60 of the Transfer of Property Act, 1882, by giving
appropriate Notice to IFCI Ltd. and the Auction Purchaser, and under the given circumstances, during the reporting
year, the Company has accounted for the sale of the Hotel property in its financial books. A Writ Petition preferred in
this regard by the Company against IFCI Ltd. and the Auction Purchaser seeking redemption of the Hotel property
is pending adjudication before the Hon''ble High Court of Bombay, Goa Bench.

(vi) The outcome of the Writ Petition pending before the Hon''ble High Court of Bombay, Goa Bench and the claim of
''85 crores by the Company pending adjudication before the Hon''ble Supreme Court may have the material impact
on the Company as a going concern, besides impacting the alleged sale of the Hotel property, at Goa.

(vii) As per letter dated 6th February, 2019 received from IFCI, they have appropriated the proceeds of alleged sale
consideration of ''515.44 crore against Hotel Property, Park Hyatt Goa as under:

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 15(i) )

g) The Company has not paid the dividend on its Cumulative Redeemable Preference Shares and has also defaulted on
the repayment of the 10% instalment due on these shares. This default has occurred due to the non-availability of
sufficient profits during the financial year. The Company will address these obligations as soon as financial
conditions permit, and the required profits are available.

27. OTHERS SIGNIFICANT DISCLOSURES

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance
of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

---

Mar 31, 2024

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits
Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits
Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

26 EXCEPTIONAL ITEMS

(i) On account of default in repayment of term loan by the Company, the Mortgager ("IFCI Ltd." or "IFCI") initiated
recovery proceeding under SARFAESI Act, 2002 against the Company and auctioned the hotel property named as
''Park Hyatt Goa Resort & Spa'' ("Hotel") for an amount of ''515.44 crores. Vide order dated March 19, 2018, the
Hon''ble Supreme Court directed the Company to handover the possession of the Hotel to the Auction Purchaser,
within a period of six months, which stood complied by the Company on September 19, 2018.

(ii) Out of the entire auction consideration for the sum of ''515.44 crores, the IFCI Ltd. immediately appropriated its loan
amounts with interest to the extent of ''311.71 crores on 23.02.2015 and transferred the sum of ''8.52 crores to the State
Bank of Mysore towards its working capital facility to the company. IFCI also released the sum of ''126.78 crores to
SEBI towards their claims of principal amount and interest etc. of PACL NCD A/c.

(iii) The balance sum of ''85 crores plus interest has been retained by IFCI, in an FDR and has been claimed by the
Company in its capacity as the owner and beneficiary of the remaining auction proceeds.

(iv) SEBI has also made the claim over the said sum of ''85 crores from IFCI Ltd., without any documentary support and
basis and has sought a direction by filing an Interim Application before the Hon''ble Supreme Court, which is being
duly contested by the Company, and the dispute over claim of the sum of ''85 crores with interest by the respective
parties is pending adjudication before the Hon''ble Supreme Court.

(v) In the meanwhile, before handing over the possession of the Hotel property to the Auction Purchaser, the Company
has also availed its right to redeem the Hotel property u/s 60 of the Transfer of Property Act, 1882, by giving
appropriate Notice to IFCI Ltd. and the Auction Purchaser, and under the given circumstances, during the reporting
year, the Company has accounted for the sale of the Hotel property in its financial books. A Writ Petition preferred in
this regard by the Company against IFCI Ltd. and the Auction Purchaser seeking redemption of the Hotel property
is pending adjudication before the Hon''ble High Court of Bombay, Goa Bench.

(vi) The outcome of the Writ Petition pending before the Hon''ble High Court of Bombay, Goa Bench and the claim of
''85 crores by the Company pending adjudication before the Hon''ble Supreme Court may have the material impact
on the Company as a going concern, besides impacting the alleged sale of the Hotel property, at Goa.

(vii) As per letter dated 6th February, 2019 received from IFCI, they have appropriated the proceeds of alleged sale
consideration of ''515.44 crore against Hotel Property, Park Hyatt Goa as under:

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 15(i) )

g) The Company has not paid the dividend on its Cumulative Redeemable Preference Shares and has also defaulted on
the repayment of the 10% instalment due on these shares. This default has occurred due to the non-availability of
sufficient profits during the financial year. The Company will address these obligations as soon as financial
conditions permit, and the required profits are available.

27. OTHERS SIGNIFICANT DISCLOSURES

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance
of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

---

Mar 31, 2024

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits

Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no obligation, other than the contribution payable to the provident fund. Payments to defined contribution plans are

recognised as an expense when employees have rendered service entitling them to the contributions.

Defined benefit plans -

Gratuity

The company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The Gratuity payment plan provides for a lump sum payment to the vested employees at retirement, death, incapacitation while in employment or on termination of employment of an amount based on the respective employee''s salary and tenure of employment. Vesting occurs upon completion of five years of service.

Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary, at each balance sheet date using the projected unit credit method. Re-measurements comprising of actuarial gains and losses, are recognised in other comprehensive income which are not reclassified to profit or loss in the subsequent periods.

iii) Long - term employee benefits

Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. "Pharmaceuticals".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and shortterm deposits with banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held for the purpose of meeting short-term cash commitments.

38. OTHERS SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all assets except stated otherwise have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances of Non-current liabilities, Current liabilties, Long terms loans and advances, Trade receivables, Short term loans and advances and banks are subject to confirmation.

c) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion of assessments.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

f) During the year, the company has transferred the Branded Formulation (Rx) Business to its 100% subsidiary, Morepen Rx Limited, vide business transfer agreement dated 22^nd August, 2023 as a going concern for lump sum consideration of ''703.23 lakhs on a slump sale basis. The company has acquired 70,82,356/- equity shares of Morepen Rx Limited, of ''10/- each, at par, as consideration for transfer of branded formulation business.

The movable assets, current assets and liabilities transferred by the company through its business transfer nnrppmpntrtt 99 Oft 9D93 pffprtivp 01 Oft 9099 is ns i inrlpr- -

---

Mar 31, 2024

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits
Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits
Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

26 EXCEPTIONAL ITEMS

(i) On account of default in repayment of term loan by the Company, the Mortgager ("IFCI Ltd." or "IFCI") initiated
recovery proceeding under SARFAESI Act, 2002 against the Company and auctioned the hotel property named as
''Park Hyatt Goa Resort & Spa'' ("Hotel") for an amount of ''515.44 crores. Vide order dated March 19, 2018, the
Hon''ble Supreme Court directed the Company to handover the possession of the Hotel to the Auction Purchaser,
within a period of six months, which stood complied by the Company on September 19, 2018.

(ii) Out of the entire auction consideration for the sum of ''515.44 crores, the IFCI Ltd. immediately appropriated its loan
amounts with interest to the extent of ''311.71 crores on 23.02.2015 and transferred the sum of ''8.52 crores to the State
Bank of Mysore towards its working capital facility to the company. IFCI also released the sum of ''126.78 crores to
SEBI towards their claims of principal amount and interest etc. of PACL NCD A/c.

(iii) The balance sum of ''85 crores plus interest has been retained by IFCI, in an FDR and has been claimed by the
Company in its capacity as the owner and beneficiary of the remaining auction proceeds.

(iv) SEBI has also made the claim over the said sum of ''85 crores from IFCI Ltd., without any documentary support and
basis and has sought a direction by filing an Interim Application before the Hon''ble Supreme Court, which is being
duly contested by the Company, and the dispute over claim of the sum of ''85 crores with interest by the respective
parties is pending adjudication before the Hon''ble Supreme Court.

(v) In the meanwhile, before handing over the possession of the Hotel property to the Auction Purchaser, the Company
has also availed its right to redeem the Hotel property u/s 60 of the Transfer of Property Act, 1882, by giving
appropriate Notice to IFCI Ltd. and the Auction Purchaser, and under the given circumstances, during the reporting
year, the Company has accounted for the sale of the Hotel property in its financial books. A Writ Petition preferred in
this regard by the Company against IFCI Ltd. and the Auction Purchaser seeking redemption of the Hotel property
is pending adjudication before the Hon''ble High Court of Bombay, Goa Bench.

(vi) The outcome of the Writ Petition pending before the Hon''ble High Court of Bombay, Goa Bench and the claim of
''85 crores by the Company pending adjudication before the Hon''ble Supreme Court may have the material impact
on the Company as a going concern, besides impacting the alleged sale of the Hotel property, at Goa.

(vii) As per letter dated 6th February, 2019 received from IFCI, they have appropriated the proceeds of alleged sale
consideration of ''515.44 crore against Hotel Property, Park Hyatt Goa as under:

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 15(i) )

g) The Company has not paid the dividend on its Cumulative Redeemable Preference Shares and has also defaulted on
the repayment of the 10% instalment due on these shares. This default has occurred due to the non-availability of
sufficient profits during the financial year. The Company will address these obligations as soon as financial
conditions permit, and the required profits are available.

27. OTHERS SIGNIFICANT DISCLOSURES

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance
of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

---

Mar 31, 2024

2.6 Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also 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.

Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.

2.7 Earning per share

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.

ii) Post - employment benefits
Defined contribution plans -

Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.

iii) Long - term employee benefits
Leave Encashment

The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.

2.9 Segment Reporting

The company operates in one reportable business segment i.e. “Hospitality".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.

26 EXCEPTIONAL ITEMS

(i) On account of default in repayment of term loan by the Company, the Mortgager ("IFCI Ltd." or "IFCI") initiated
recovery proceeding under SARFAESI Act, 2002 against the Company and auctioned the hotel property named as
''Park Hyatt Goa Resort & Spa'' ("Hotel") for an amount of ''515.44 crores. Vide order dated March 19, 2018, the
Hon''ble Supreme Court directed the Company to handover the possession of the Hotel to the Auction Purchaser,
within a period of six months, which stood complied by the Company on September 19, 2018.

(ii) Out of the entire auction consideration for the sum of ''515.44 crores, the IFCI Ltd. immediately appropriated its loan
amounts with interest to the extent of ''311.71 crores on 23.02.2015 and transferred the sum of ''8.52 crores to the State
Bank of Mysore towards its working capital facility to the company. IFCI also released the sum of ''126.78 crores to
SEBI towards their claims of principal amount and interest etc. of PACL NCD A/c.

(iii) The balance sum of ''85 crores plus interest has been retained by IFCI, in an FDR and has been claimed by the
Company in its capacity as the owner and beneficiary of the remaining auction proceeds.

(iv) SEBI has also made the claim over the said sum of ''85 crores from IFCI Ltd., without any documentary support and
basis and has sought a direction by filing an Interim Application before the Hon''ble Supreme Court, which is being
duly contested by the Company, and the dispute over claim of the sum of ''85 crores with interest by the respective
parties is pending adjudication before the Hon''ble Supreme Court.

(v) In the meanwhile, before handing over the possession of the Hotel property to the Auction Purchaser, the Company
has also availed its right to redeem the Hotel property u/s 60 of the Transfer of Property Act, 1882, by giving
appropriate Notice to IFCI Ltd. and the Auction Purchaser, and under the given circumstances, during the reporting
year, the Company has accounted for the sale of the Hotel property in its financial books. A Writ Petition preferred in
this regard by the Company against IFCI Ltd. and the Auction Purchaser seeking redemption of the Hotel property
is pending adjudication before the Hon''ble High Court of Bombay, Goa Bench.

(vi) The outcome of the Writ Petition pending before the Hon''ble High Court of Bombay, Goa Bench and the claim of
''85 crores by the Company pending adjudication before the Hon''ble Supreme Court may have the material impact
on the Company as a going concern, besides impacting the alleged sale of the Hotel property, at Goa.

(vii) As per letter dated 6th February, 2019 received from IFCI, they have appropriated the proceeds of alleged sale
consideration of ''515.44 crore against Hotel Property, Park Hyatt Goa as under:

b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.

c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.

d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.

e) Finance cost represents provision for dividend on cumulative redeemable preference shares.

f) In terms of direction issued by Hon''ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 15(i) )

g) The Company has not paid the dividend on its Cumulative Redeemable Preference Shares and has also defaulted on
the repayment of the 10% instalment due on these shares. This default has occurred due to the non-availability of
sufficient profits during the financial year. The Company will address these obligations as soon as financial
conditions permit, and the required profits are available.

27. OTHERS SIGNIFICANT DISCLOSURES

a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of ''515.44 Crores. On 19.03.2018 Hon''ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance
of Hon''ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.

---

Mar 31, 2023

CONTIGENT LIABILTY

Basic earning per share is calculated by dividing
the net profit or loss for the year attributable to the
equity shareholders (after deducting preference
dividends and attributable taxes) by the weighted
average number of equity shares outstanding
during the year.

For the purpose of calculating the diluted earnings
per share, the net profit or loss for the period
attributable to equity shareholders and the
weighted average number of shares outstanding
during the period are adjusted for the effects of all
dilutive potential equity shares. The dilutive
potential equity shares are deemed converted as
at beginning of the period, unless they have been
issued at a later date.

2.8 Employee Retirement benefits

i) Short term employee benefits

All employee benefits payable/available
within twelve months of rendering the service
are classified as short term employee benefits.
Benefits such as salaries, wages and bonus
etc., are recognised in the statement of profit
and loss in the period in which the employee
renders the related service.

ii) Post - employment benefits

Defined contribution plans -

Retirement benefits in the form of provident
fund is a defined contribution scheme. The
company has no obligation, other than the
contribution payable to the provident fund.

Payments to defined contribution plans are
recognised as an expense when employees
have rendered service entitling them to the
contributions.

Defined benefit plans -

Gratuity

The company has an obligation towards
gratuity, a defined benefit retirement plan
covering eligible employees. The Gratuity
payment plan provides for a lump sum
payment to the vested employees at
retirement, death, incapacitation while in
employment or on termination of
employment of an amount based on the
respective employee''s salary and tenure of
employment. Vesting occurs upon completion
of five years of service.

Liabilities with regard to the Gratuity Plan are
determined by actuarial valuation, performed
by an independent actuary, at each balance
sheet date using the projected unit credit
method. Re-measurements comprising of
actuarial gains and losses, are recognised in
other comprehensive income which are not
reclassified to profit or loss in the subsequent
periods.

iii) Long - term employee benefits

Leave Encashment

The liability of accumulating compensated
absences is determined by actuarial valuation
performed by an independent actuary at each
balance sheet date using projected unit credit
method.

2.9 Segment Reporting

The company operates in one reportable business
segment i.e. "Pharmaceuticals".

3.0 Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet
comprise cash at bank and in hand and short¬
term deposits with banks that are readily
convertible into cash which are subject to
insignificant risk of changes in value and are held
for the purpose of meeting short-term cash
commitments.

---

Mar 31, 2018

A. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -

i) The company has equity shares having a par value of Rs.2/- each. Every member of the Company holding equity shares shall be entitled to vote on every resolution placed before the Company and their voting right on poll shall be in proportion to their share in the paid-up equity share capital of the Company.

ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company after distribution of preferential amounts. The distribution will be in the proportion of the number of equity shares held by the shareholders.

D. During last 5 years immediately preeceding the balance sheet date, no equity share has been issued pursuant to any contract without payment being received in cash. Further the company has neither allotted any share by way of bonus shares, nor it had bought back any equity during aforesaid period of 5 years.

B. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -

i) The Company has preference shares of Rs.100/- each. Every member of the Company holding preference shares shall be entitled to vote on resolutions placed before the Company which directly affect the rights attached to their shares and any resolution for winding up of the Company or for repayment or reduction of capital and their voting right on poll shall be in proportion to their share in the paid-up preference share capital of the Company. However, where the dividend in respect of a class of preference shares has not been paid for a period of two years or more, such class of preference shareholders shall have a right to vote on all resolutions placed before the Company and the proportion of voting rights of equity shareholders to the voting rights of preference shareholders shall be in proportion to their paid up capital.

ii) All 97,35,201, 0.01% Optionally Convertible Preference Shares, had already become due for redemption/ conversion in the financial year 2014-15 and could not be redeemed due to unavailibility of surplus.

iii) Out of 17,30,000, 0.01% Cumulative Reedemable Preference Shares, 2,00,000 Shares amounting to Rs.200.00 Lakhs were due for redemption in financial year ending 31.03.2012, whereas 50% of 15,30,000 Shares amounting to Rs.765.00 Lakhs were due for redemption in the financial year ending March 31, 2017 and balance 50% had fallen due for redemption during the current year.

iv) 5,00,000, 9.75% Cumulative Redeemable Preference Shares amounting to Rs.500.00 Lakhs had been due for redemption since March 2004, however, could not be redeemed because of unavailability of surplus. The subscriber has filed a legal case against the Company for the recovery of the sum invested as well as dividend thereon. The Company is contesting the claim of the subscriber at appropriate forum.

v) During the year, the Company could not redeem the Preference Shares, already due for redemption, on account unavailability of distributable profits in terms of Section 55(2)(a) and Section 123 of Companies Act, 2013.

1. SEGMENT REPORTING

In accordance with Indian Accounting Standard, Ind AS-108 “Operating Segment”, segment information has been given in consolidated financial statements of the company, and therefore, no seperate disclosure on segment information is given in these financial statements.

2. RELATED PARTY DISCLOSURES

Disclosure as required by Indian Accounting Standard “Related Party Disclosures” (Ind AS 24) issued by the Institute of Chartered Accountants of India are as under:

3. IMPAIRMENT

It is the view of management that there are no impairment conditions that exist as on 31” March, 2018. Hence, no provision is required in the accounts for the year under review.

4. INCOME TAX

a) As required by Indian Accounting Standard “Income - taxes” i.e. (Ind-AS 12) issued by the Institute of Chartered Accountants of India, deferred tax asset on accumulated losses, is not recognized as a matter of prudence.

b) The company has carried forward losses, therefore no provision for tax is required during the current year.

5. OTHERS SIGNIFICANT DISCLOSURES

a) In the opinion of Directors, all assets and non-current investments stated otherwise have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances of Non-current liabilities, Current liabilties, Long terms loans and advances, Trade receivables, Short term loans and advances and banks are subject to confirmation.

c) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion of assessments.

d) During the financial year ended March 31, 2010, pursuant to a Scheme of Arrangement & Compromise under Section 391 of the Companies Act, 1956 approved by the Hon’ble High Court of Himachal Pradesh vide its Order dated August 4, 2009 the Company allotted 9,24,90,413 Equity Shares to the fixed deposit holders in settlement of their dues. On an appeal filed against the said Order by the Central Government, the Hon’ble Division Bench of the Hon’ble High Court of Himachal Pradesh remanded the matter back to single judge for considering the representation of central government and deciding the matter afresh. The matter was later transferred to Hon’ble National Company Law Tribunal (NCLT), Chandigarh.

The Hon’ble NCLT vide its judgement dated March 12, 2018 dismissed the Company’s petition seeking approval of the Scheme of arrangement with the Fixed Deposit holders. However, Hon’ble NCLT clarified that the Order will not affect the allotment of the shares to the FD holders who have traded the shares to the third parties or transferred the allotted shares. It was further directed that the Company shall pay the outstanding amount as per the scheme approved the Company Law Board (CLB) to the original FD holders (except to those who have since traded/transferred the shares allotted to them).

The Company had filed an appeal before the Hon’ble National Company Law Appellate Tribunal (NCLAT) at New Delhi against the order dated March 12, 2018 of the Hon’ble NCLT. The Hon’ble NCLAT while issuing notice to the Respondents have stayed the operation of the impugned Order dated March 12, 2018.

e) Remuneration paid to directors for the period April 2005 - March 2014 amounting to Rs.356.00 Lakhs is subject to central government approval.

f) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.

6. FIRST TIME ADOPTION OF IND AS

This financial statement is the first financial statement that has been prepared in accordance with Ind AS together with the comparative period data as at and for the year ended 31” March 2017, as described in the summary of Significant Accounting Policies. The transition to Ind AS has been carried out in accordance with Ind AS 101-’First time adoption of Indian Accounting Standards’ with 1 “ April, 2016 as the transition date.

This note explains the exemptions availed by the Company on first time adoption of Ind AS and the principal adjustments made by the Company in restating its Indian GAAP financial statements as at 1” April 2016 and financial statements as at and for the year ended 31” March, 2017 in accordance with Ind AS 101.

Exemptions applied

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has, accordingly, applied following exemptions:

a) The Company has elected to consider carrying amount of all items of property, plant and equipments measured as per Indian GAAP as recognized in the financial statements as at the date of transition, as deemed cost at the date of transition. The effect of consequential changes arising on the application of other Ind AS has been adjusted to the deemed cost of Property, Plant & Equipment.

b) The Company has adopted to measure investments in subsidiaries at cost in accordance with Ind AS 27 and therefore has measured such investments in its separate opening Ind AS balance sheet at carrying amount as per Indian GAAP at the date of transition in accordance with Ind AS 101.

c) The Company has availed the exemption of fair value measurement of financial assets or liabilities at initial recognition and accordingly will apply fair value measurement of financial assets or liabilities at initial recognition prospectively to transactions entered into on or after 01” April, 2016.

d) The estimates at 1” April, 2016 and at 31” March, 2017 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from the following items under Indian GAAP did not require estimation:

- Fair values of Financial Assets & Financial Liabilities

- Impairment of financial assets based on expected credit loss modal

- Discount rates

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions as at 1” April, 2016 and 31” March, 2017.

Notes to the reconciliation of equity as at 1^st April, 2016 and 31^st March, 2017 and Total comprehensive income for the year ended 31^st March, 2017

1. Leasehold land

Under Indian GAAP, land on lease was not covered under ‘Leases’ and therefore it was shown as Tangible assets. Under Ind AS, land on lease is considered as operating lease. Therefore, net block of leasehold land (31” March, 2017 Rs.26.06 Lakhs, 1” April, 2016 Rs.26.42 Lakhs) has been re-classified under the head “Other Non-Current Assets” whereas lease rental of Rs.0.36 Lakhs chargable within next 12 months has been classified under the head “Other Current Assets”. Further, lease rental of Rs.0.36 Lakhs has been charged to revenue during the year ended 31” March, 2017. Lease rentals of earlier years amounting to Rs.5.51 Lakhs and a sum of Rs.1.98 Lakhs spent on leasehold land have been charged to total equity as on 1” April, 2016.

2. Financial instruments measured at amortized cost

Under Indian GAAP, interest free loan to employees are recorded at their transaction value. Under Ind AS, these loans are to be measured at amortized cost on the basis of effective interest rate method. Due to this, long term loans to employees and short term loans to employees has been decreased and difference between carrying amount and amortized cost has been recognized as ‘Deferred employee cost’ under the head ‘Other non-current assets’ (01” April, 2016 Rs.12.41Lakh, 31” March, 2017 Rs.28.03 Lakh) and ‘Other current assets’ (01” April, 2016 Rs.29.43 Lakh, 31” March, 2017 Rs.32.71 Lakh). Further, Employee benefit expense has been increased due to amortisation of the deferred employee benefit of Rs.2.04Lakh for 2016-17 which is offset by the notional interest income on loan to employees.

3. Defined benefit obligation

Under Ind AS, remeasurements i.e. actuarial gains and losses are to be recognized in ‘Other Comprehensive Income’ and are not to be reclassified to profit and loss in a subsequent period. Under the Indian GAAP, these remeasurements were forming part of the profit or loss. Therefore, actuarial gain/loss amounting to Rs.61.68 Lakhs for the financial year 2016-17 has been recognized in OCI, which was earlier recognised as Employee benefits expense. However, the same has no impact on the total equity as at 31” March, 2017.

4. Sale of goods

a. Under Indian GAAP, sale of goods was presented as net of excise duty. However, under Ind AS, sale of goods includes excise duty. Thus, sale of goods under Ind AS has increased by Rs.1233.33 Lakhs with a corresponding increase in other expenses.

b. Under Indian GAAP, discounts including damaged and expired goods sales return were shown as expense. However under Ind AS, revenue is to be shown as net of discounts including damaged and expired goods sales returns. Accordingly, discounts and value of damaged and expired goods sales return, amounting to Rs.185.56 Lakhs has been reduced from revenue with a corresponding adjustment i n other expenses.

5. Statement of cash flows

The transition from Indian GAAP to Ind AS has not had a material impact on statement of cash flows.

---

Mar 31, 2018

Notes to Accounts

33 In the opinion of management, there is no impairment condition exists as on 31st March, 2018. Hence no provision is required in the accounts for the current period ending.

34 RELATED PARTY DISCLOSURES

Disclosure as required by the Ind AS-24 "Related Party Disclosures" issued by the Institute of Chartered Accountants of India are given here under :

a.	Related parties	Name
i.	Subsidiary Companies	Blue Coast Hospitality Limited Golden Joy Hotel Private Limited Silver Resort Hotel India Pvt. Limited
ii.	Associate Company	Nil
iii.	Key Management Personnel	Mr. Sushil Suri - Chairman & Managing Director Mr. Dilip Bhagtani - Chief Financial Officer Mr. Shivam Kumar - Company Secretary (upto 17.03.2018)
iv.	Entities over which key management personnel/ relatives of key management personnel are able to exercise significant influence with which the Company has transactions during the period

b.	Transaction with Related parties	Nature of transaction	Amount
i.	Subsidiary Companies	Advances during the year	0.02
		Closing balance as on 31.03.2017	-
		Maximum balance outstanding during the year	-
ii.	Associate Company	Nil
iii.	Key Management Personnel	Remuneration / Perquisites	69.80
		Closing balance (Payable) / Recoverable	-
		Maximum balance outstanding during the year	-
iv.	Entities over which key management personnel/ relatives of key management personnel are able to exercise significant influence with which the Company has	Capital commitments
	transactions during the period.	Closing Balance as on 31.03.2018 (Payable / Recoverable)	-
		Maximum balance outstanding during the year - Receivable	-

35. Foreign Exchange Earnings

(Rs. In Lacs)

Particulars	31.03.2018	31.03.2017
Receipts from operations	4,264.28	3,870.30

Expenditure in Foreign Currency

Particulars	31.03.2018	31.03.2017
Capital Goods	-	40.05
Others	773.17	1,685.53

36 OTHERS SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable from parties are subject to reconciliation and confirmation from respective parties.

c) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by making the suitable adjustment in the respective accounting heads

37 FIRST TIME ADOPTION OF Ind AS

This financial statement is the first financial statement that has been prepared in accordance with Ind AS together with the comparative period data as at and for the year ended 31st March 2017, as described in the summary of significant Accounting Policies. The transition to Ind AS has been carried out in accordance with Ind AS lOl-''First time adoption of Indian Accounting Standards'' with 1st April 2016 as the transition date.

This note explains the exemptions availed by the company on first time adoption of Ind AS and the principal adjustments made by the Company in restating its Indian GAAP financial statements as at 1st April 2016 and financial statements as at and for the year ended 31st March 2017 in accordance with Ind AS 101.

Exemptions applied

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has, accordingly, applied following exemptions:

a) The Company has elected to consider carrying amount of all items of property, plant and equipment''s measured as per Indian GAAP as recognized in the financial statements as at the date of transition, as deemed cost at the date of transition. The effect of consequential changes arising on the application of other Ind AS has been adjusted to the deemed cost of Property, Plant & Equipment.

b) The Company has adopted to measure investments in subsidiaries at cost in accordance with Ind AS 27 and therefore has measured such investments in its separate opening Ind AS balance sheet at carrying amount as per Indian GAAP at the date of transition in accordance with Ind AS 101.

c) The Company has availed the exemption of fair value measurement of financial assets or liabilities at initial recognition and accordingly will apply fair value measurement of financial assets or liabilities at initial recognition prospectively to transactions entered into on or after Olst April 2016.

d) The estimates at 1st April 2016 and at 31st March, 2017 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from the following items under Indian GAAP did not require estimation:

Fair values of Financial Assets & Financial Liabilities Impairment of financial assets based on expected credit loss modal Discount rates

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions as at 1st April, 2016 and 31st March, 2017.

Disclosure as required by Ind AS 101- First time adoption of Indian Accounting Standards

Reconciliation of Equity - (Rs in Lakhs)

Particulars	As at 31st March 2017			As at 1st April 2016
	As per Indian GAAP	IND AS Adjustments	As per IND AS	As per Indian GAAP	IND AS Adjustments	As per IND AS
ASSETS
Non-current assets
Property Plant and Equipment	16,838.68	_	16,838.68	17,128.27	_	17,128.27
Capital Work In Progress	163.26	-	163.26	46.20	-	46.20
Intangible Assets	64.24	-	64.24	6.94	-	6.94
Financial Assets :			-			-
Investments	23,139.25	-	23,139.25	23,139.23	-	23,139.23
Loans	464.92	-	464.92	464.72	-	464.72
Other Financial Assets	-	-	-	-	-	-
Other Non-Current Assets Total Non-current assets Current assets	110.22	-	110.22	101.16	-	101.16
	40,780.57	-	40,780.57	40,886.52	-	40,886.52
Inventories	302.62	-	302.62	1,337.58	-	1,337.58
Financial Assets :			-			-
Investments	250.00	-	250.00	-	-	-
Trade receivables	963.90	-	963.90	572.40	-	572.40
Cash and Cash Equivalents	1,007.92	-	1,007.92	142.98	-	142.98
Bank Balances other than
Cash and Cash Equivalents	-	-	-	-	-	-
Loans	-	-	-	-	-	-
Other current Assets	4,823.12	-	4,823.12	3,718.19	-	3,718.19
Total Current Assets	7,347.56	-	7,347.56	5,771.15	-	5,771.15
Total Assets	48,128.13	-	48,128.13	46,657.67	-	46,657.67

	EQUITY AND LIABILITIES
	Equity
	(a) Equity Share Capital	1,274.85	-	1,274.85	1,274.85	-	1,274.85
	(b) Other equity	5,236.19	(4,344.98)	891.21	5,838.98	4,926.51	10,765.49
	Total Equity	6,511.04	(4,344.98)	2,166.06	7,113.83	4,926.51	12,040.34
1	Liabilities
	Non-current Liabilities
	Financial Liabilities
	Borrowings	4,237.56	-	4,237.56	4,152.32	-	4,152.32
	Other Financial liabilities	98.66	-	98.66	98.64	-	98.64
	Long term provisions	165.08	-	165.08	148.58	-	148.58
	Total Non-current Liabilities	4,501.30	-	4,501.30	4,399.54	-	4,399.54
2	Current Liabilities
	Financial Liabilities
	Borrowings	-	-	-	-	-	-
	Trade Payables	872.02	-	872.02	626.07	-	626.07
	Other Financial Liabilities	34,882.68	4,344.98	39,227.66	33,095.69	(4,926.51)	28,169.18
	Other Current Liabilities	1,335.81	-	1,335.81	1,235.91	-	1,235.91
	Provisions	25.28	-	25.28	186.63	-	186.63
	Total Current Liabilities	37,115.79	4,344.98	41,460.77	35,144.30	(4,926.51)	30,217.79
	Total Equity and Liabilities	48,128.13	-	48,128.13	46,657.67	-	46,657.67

Reconciliation of Total Comprehensive Income for the year ended March 31, 2017			(Rs. in Lakhs)
Particulars	As per Indian GAAP	IND AS Adjustments	As per IND AS
Revenue from Operations (Net)	13,265.90	-	13,265.90
Other Income	113.26	-	113.26
Total revenue	13,379.16	-	13,379.16
Expenses :
Cost of materials Consumed	2,710.35	_	2,710.35
Employee benefits expense	2,599.69		2,599.69
Finance costs	2,454.49	415.00	2,869.49
Depreciation and amortization	663.01	-	663.01
Other expenses	5,615.54	-	5,615.54
Total Expenses	14,043.08	415.00	14,458.08
Profit before Tax	(663.92)	(415.00)	(1,078.92)
Tax expense Prior Period	61.17	-	61.17
Tax (MAT)	-	-	-
MAT Credit Entitlement	-	-	-

Profit for the Year	(602.75)	(415.00)	(1,017.75)
Other Comprehensive Income
Items that will not be reclassified to profit or loss -	-	-	-
Remeasurements of the defined benefit plans	-	-	-
Total Comprehensive Income for the period	(602.75)	(415.00)	(1,017.75)

Notes to the reconciliation of equity as at 1st April 2016 and 31st March 2017 and Total comprehensive income for the year ended 31st March 2017

1. Defined benefit obligation

Under Ind AS, remeasurements i.e. actuarial gains and losses are to be recognized in ''Other Comprehensive Income'' and are not to be reclassified to profit and loss in a subsequent period. Under the Indian GAAP, these remeasurements were forming part of the profit or loss. Therefore, actuarial gain/loss amounting to Rs. 61.67 Lakhs for the financial year 2016-17 has been recognized in OCI, which was earlier recognised as Employee benefits expense. However, the same has no impact on the total equity as at 31st March, 2017

2. Statement of cashflows

The transition from Indian GAAP to Ind AS has not had a material impact on statement of cash flows.

---

Mar 31, 2018

Notes to Accounts

33 In the opinion of management, there is no impairment condition exists as on 31st March, 2018. Hence no provision is required in the accounts for the current period ending.

34 RELATED PARTY DISCLOSURES

Disclosure as required by the Ind AS-24 "Related Party Disclosures" issued by the Institute of Chartered Accountants of India are given here under :

a.	Related parties	Name
i.	Subsidiary Companies	Blue Coast Hospitality Limited Golden Joy Hotel Private Limited Silver Resort Hotel India Pvt. Limited
ii.	Associate Company	Nil
iii.	Key Management Personnel	Mr. Sushil Suri - Chairman & Managing Director Mr. Dilip Bhagtani - Chief Financial Officer Mr. Shivam Kumar - Company Secretary (upto 17.03.2018)
iv.	Entities over which key management personnel/ relatives of key management personnel are able to exercise significant influence with which the Company has transactions during the period

b.	Transaction with Related parties	Nature of transaction	Amount
i.	Subsidiary Companies	Advances during the year	0.02
		Closing balance as on 31.03.2017	-
		Maximum balance outstanding during the year	-
ii.	Associate Company	Nil
iii.	Key Management Personnel	Remuneration / Perquisites	69.80
		Closing balance (Payable) / Recoverable	-
		Maximum balance outstanding during the year	-
iv.	Entities over which key management personnel/ relatives of key management personnel are able to exercise significant influence with which the Company has	Capital commitments
	transactions during the period.	Closing Balance as on 31.03.2018 (Payable / Recoverable)	-
		Maximum balance outstanding during the year - Receivable	-

35. Foreign Exchange Earnings

(Rs. In Lacs)

Particulars	31.03.2018	31.03.2017
Receipts from operations	4,264.28	3,870.30

Expenditure in Foreign Currency

Particulars	31.03.2018	31.03.2017
Capital Goods	-	40.05
Others	773.17	1,685.53

36 OTHERS SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable from parties are subject to reconciliation and confirmation from respective parties.

c) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by making the suitable adjustment in the respective accounting heads

37 FIRST TIME ADOPTION OF Ind AS

This financial statement is the first financial statement that has been prepared in accordance with Ind AS together with the comparative period data as at and for the year ended 31st March 2017, as described in the summary of significant Accounting Policies. The transition to Ind AS has been carried out in accordance with Ind AS lOl-''First time adoption of Indian Accounting Standards'' with 1st April 2016 as the transition date.

This note explains the exemptions availed by the company on first time adoption of Ind AS and the principal adjustments made by the Company in restating its Indian GAAP financial statements as at 1st April 2016 and financial statements as at and for the year ended 31st March 2017 in accordance with Ind AS 101.

Exemptions applied

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has, accordingly, applied following exemptions:

a) The Company has elected to consider carrying amount of all items of property, plant and equipment''s measured as per Indian GAAP as recognized in the financial statements as at the date of transition, as deemed cost at the date of transition. The effect of consequential changes arising on the application of other Ind AS has been adjusted to the deemed cost of Property, Plant & Equipment.

b) The Company has adopted to measure investments in subsidiaries at cost in accordance with Ind AS 27 and therefore has measured such investments in its separate opening Ind AS balance sheet at carrying amount as per Indian GAAP at the date of transition in accordance with Ind AS 101.

c) The Company has availed the exemption of fair value measurement of financial assets or liabilities at initial recognition and accordingly will apply fair value measurement of financial assets or liabilities at initial recognition prospectively to transactions entered into on or after Olst April 2016.

d) The estimates at 1st April 2016 and at 31st March, 2017 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from the following items under Indian GAAP did not require estimation:

Fair values of Financial Assets & Financial Liabilities Impairment of financial assets based on expected credit loss modal Discount rates

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions as at 1st April, 2016 and 31st March, 2017.

Disclosure as required by Ind AS 101- First time adoption of Indian Accounting Standards

Reconciliation of Equity - (Rs in Lakhs)

Particulars	As at 31st March 2017			As at 1st April 2016
	As per Indian GAAP	IND AS Adjustments	As per IND AS	As per Indian GAAP	IND AS Adjustments	As per IND AS
ASSETS
Non-current assets
Property Plant and Equipment	16,838.68	_	16,838.68	17,128.27	_	17,128.27
Capital Work In Progress	163.26	-	163.26	46.20	-	46.20
Intangible Assets	64.24	-	64.24	6.94	-	6.94
Financial Assets :			-			-
Investments	23,139.25	-	23,139.25	23,139.23	-	23,139.23
Loans	464.92	-	464.92	464.72	-	464.72
Other Financial Assets	-	-	-	-	-	-
Other Non-Current Assets Total Non-current assets Current assets	110.22	-	110.22	101.16	-	101.16
	40,780.57	-	40,780.57	40,886.52	-	40,886.52
Inventories	302.62	-	302.62	1,337.58	-	1,337.58
Financial Assets :			-			-
Investments	250.00	-	250.00	-	-	-
Trade receivables	963.90	-	963.90	572.40	-	572.40
Cash and Cash Equivalents	1,007.92	-	1,007.92	142.98	-	142.98
Bank Balances other than
Cash and Cash Equivalents	-	-	-	-	-	-
Loans	-	-	-	-	-	-
Other current Assets	4,823.12	-	4,823.12	3,718.19	-	3,718.19
Total Current Assets	7,347.56	-	7,347.56	5,771.15	-	5,771.15
Total Assets	48,128.13	-	48,128.13	46,657.67	-	46,657.67

	EQUITY AND LIABILITIES
	Equity
	(a) Equity Share Capital	1,274.85	-	1,274.85	1,274.85	-	1,274.85
	(b) Other equity	5,236.19	(4,344.98)	891.21	5,838.98	4,926.51	10,765.49
	Total Equity	6,511.04	(4,344.98)	2,166.06	7,113.83	4,926.51	12,040.34
1	Liabilities
	Non-current Liabilities
	Financial Liabilities
	Borrowings	4,237.56	-	4,237.56	4,152.32	-	4,152.32
	Other Financial liabilities	98.66	-	98.66	98.64	-	98.64
	Long term provisions	165.08	-	165.08	148.58	-	148.58
	Total Non-current Liabilities	4,501.30	-	4,501.30	4,399.54	-	4,399.54
2	Current Liabilities
	Financial Liabilities
	Borrowings	-	-	-	-	-	-
	Trade Payables	872.02	-	872.02	626.07	-	626.07
	Other Financial Liabilities	34,882.68	4,344.98	39,227.66	33,095.69	(4,926.51)	28,169.18
	Other Current Liabilities	1,335.81	-	1,335.81	1,235.91	-	1,235.91
	Provisions	25.28	-	25.28	186.63	-	186.63
	Total Current Liabilities	37,115.79	4,344.98	41,460.77	35,144.30	(4,926.51)	30,217.79
	Total Equity and Liabilities	48,128.13	-	48,128.13	46,657.67	-	46,657.67

Reconciliation of Total Comprehensive Income for the year ended March 31, 2017			(Rs. in Lakhs)
Particulars	As per Indian GAAP	IND AS Adjustments	As per IND AS
Revenue from Operations (Net)	13,265.90	-	13,265.90
Other Income	113.26	-	113.26
Total revenue	13,379.16	-	13,379.16
Expenses :
Cost of materials Consumed	2,710.35	_	2,710.35
Employee benefits expense	2,599.69		2,599.69
Finance costs	2,454.49	415.00	2,869.49
Depreciation and amortization	663.01	-	663.01
Other expenses	5,615.54	-	5,615.54
Total Expenses	14,043.08	415.00	14,458.08
Profit before Tax	(663.92)	(415.00)	(1,078.92)
Tax expense Prior Period	61.17	-	61.17
Tax (MAT)	-	-	-
MAT Credit Entitlement	-	-	-

Profit for the Year	(602.75)	(415.00)	(1,017.75)
Other Comprehensive Income
Items that will not be reclassified to profit or loss -	-	-	-
Remeasurements of the defined benefit plans	-	-	-
Total Comprehensive Income for the period	(602.75)	(415.00)	(1,017.75)

Notes to the reconciliation of equity as at 1st April 2016 and 31st March 2017 and Total comprehensive income for the year ended 31st March 2017

1. Defined benefit obligation

Under Ind AS, remeasurements i.e. actuarial gains and losses are to be recognized in ''Other Comprehensive Income'' and are not to be reclassified to profit and loss in a subsequent period. Under the Indian GAAP, these remeasurements were forming part of the profit or loss. Therefore, actuarial gain/loss amounting to Rs. 61.67 Lakhs for the financial year 2016-17 has been recognized in OCI, which was earlier recognised as Employee benefits expense. However, the same has no impact on the total equity as at 31st March, 2017

2. Statement of cashflows

The transition from Indian GAAP to Ind AS has not had a material impact on statement of cash flows.

---

Mar 31, 2017

1. SEGMENT REPORTING

In accordance with AS-17 "Segment Reporting", segment information has been given in consolidated financial statements of the company and therefore, no seperate disclosure on segment information is given in these financial statements.

2. RELATED PARTY DISCLOSURES

Disclosure as required by accounting standard "Related Party Disclosures" (AS-18) issued by the Institute of Chartered Accountants of India are as under:

Related Parties

3. Subsidiary Companies

Morepen Inc. Overseas Company

Dr. Morepen Limited Domestic Company

Total Care Limited Domestic Company

4. Key Management Personnel Mr. Sushil Suri, Chairman & Managing Director

Mr. Ajay Sharma, Chief Financial Officer Mr. Thomas P. Joshua, Company Secretary

5. Relatives of Key Management Personnel with whom Mr. Sanjay Suri, Mr. Varun Suri, Mr. Anubhav Suri, the company has any transaction during the year Mr. Kushal Suri, Mrs. Sunita Suri, Mrs. Mamta Suri,

Mrs. Shalu Suri, Mrs. Amita Sharma

6. Entities over which Key Management Personnel/ or Not Any Relatives of key management personnel are able to

exercise significant influence with which the company has any transactions during the year

7. IMPAIRMENT

It is the view of management that there are no impairment conditions that exist as on 31^st March, 2017. Hence, no provision is required in the accounts for the year under review.

8. TAXES

a) DEFERRED TAX LIABILITY/ (ASSET)

As required by Accounting Standard "Accounting for taxes on income" i.e. (AS-22) issued by the Institute of Chartered Accountants of India, deferred tax asset on accumulated losses, is not recognized as a matter of prudence.

b) MAT PROVISIONS

The company has carried forward losses, therefore no provision for Minimum Alternative Tax (MAT) is required during the current year. Accordingly provision of Rs.351.38 Lakhs made during the previous years has also been reversed during the current year.

9. OTHER SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all assets and non-current investments stated otherwise have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances of Non-current liabilities, Current liabilities, Long terms loans and advances, Trade receivables, Short term loans and advances and banks are subject to confirmation.

c) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion of assessments.

d) During the financial year ending 31^st March, 2010, pursuant to the Scheme of arrangement or compromise u/s 391 of the Companies Act, 1956 approved by Hon''ble High Court at Shimla, the company had allotted 9,24,90,413 Equity Shares to fixed deposit holders towards settlement of their dues. The Central Government preferred an appeal against the said order, the Hon''ble Division Bench allowed the appeal and remanded the matter back to the single judge for considering the representation of Central Government & deciding the petition. The matter which was pending adjudication before single judge of Hon''ble Himachal Pradesh High Court, has since been transferred to National Company Law Tribunal (NCLT), regional bench at Chandigarh.

e) Remuneration paid to directors for the period April, 2005 - March, 2014 amounting to Rs. 356.00 Lakhs is subject to Central Government approval.

f) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.

---

Mar 31, 2016

C. Rights, preferences and restrictions attached to each class of Shares and terms of redemption :

i) The company has two classes of shares referred as equity shares and preference shares having a par value of Rs. 10/each and par value of Rs. 100/- respectively. Each holder of equity shares is entitled to one vote per share, whereas in terms of Section 47(2) of the Companies Act, 2013 , the Preference Shareholders are entitled to vote on every resolution placed before the company in the General Meeting.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company after distribution of preferential amounts. The distribution will be in the proportion of the number of equity shares held by the shareholders.

iii) 41,50,000 10% cumulative preference shares are redeemable at par in the year 2017-18. All these shares are subject to put and call option exercisable at the end of 3rd, 6th, 9th and 12th year of allotment. Dividend arrears on above cumulative preference shares as at 31.03.2016 are Rs. 5578.47 Lacs

iv) Capital Redemption Reserve for redemption of Preference Shares is not created during the year because of unavailability of surplus.

D. The company does not have a holding company, therefore, disclosure requirements about its parent company are not applicable in the present case.

*The ownership in equity shares held by Northern Projects Limited is in dispute & the matter is pending adjudication. The court has restrained the present owner of these shares from transferring, alienating, encumbering or otherwise dealing with or parting with the possession of the shares held by it till the disposal of the suit.

(A) Current Maturities of Non Convertible Debentures

a. Non Convertible Debentures together with interest, redemption premium etc. are secured by first charge over the immovable property included in the land appearing in the schedule of fixed assets and second charge on Company''s immovable properties located at 263C, Arossim, Cansaulim, Goa, both present and future and the charges of the Debenture holders shall be subject/subsequent to the existing charges of term loan lender IFCI Limited and lenders of working capital limits. The Company has pledged 10,00,00,000 number of equity shares of Silver Resort Hotel India Private Limited (a subsidiary of the company) held by the company.

b. The Company is contesting the suit filed by the Debenture holder against its alleged pre-mature recall / redemption of Debentures, disputed / default interest & redemption premium thereon and non-fulfillment of its other obligations which is pending adjudication. In view of the litigation, the Debenture Redemption Reserve is not created. ( Refer Note 23(b)

(B) Current Maturities of Term Loans from financial institutions

The secured lender IFCI Limited had initiated the recovery proceedings and allegedly auctioned the hotel property under the provisions of the SARFAESI Act which was contested by the Company at Hon''ble High Court of Bombay. By the Judgment dated 23.3.2016, the Hon''ble Bombay High Court quashed and set aside the alleged auction sale of property and directed secured lender IFCI Limited to refund the sale consideration to auction purchaser ITC Limited . subsequently ITC Ltd & IFCI Ltd have approached the Hon''ble Supreme Court against the Bombay High Court judgment whereupon the grant of stay against the order was not accepted. however, it ordered that ''Status Quo'' as on 22nd April, 2016 be maintained and further ordered that the amounts paid by ITC Limited in the auction purchase shall remain with the IFCI Ltd until further orders. The Hotel property continues to be operated under the brand "Park Hyatt Goa Resort & Spa" & maintained under management agreement with Hyatt International. (Refer Note 23(b)

(i) Provision for fall in carrying value of investments in respect of losses in the subsidiaries & the associate Company has not been made, as these losses, in management''s perception, are temporary in nature. These companies have not started commercial operation till the balance sheet date.

(ii) Out of 18,85,10,000 equity share of Rs. 10/- each fully paid up of subsidiary company Silver Resort Hotel India (P) Limited, 10,00,00,000 equity share of Rs. 10/- each are pledged with debenture holders. The remaining 8,85,10,000 equity shares are pledged with term lender.

(iii) All 15,600 equity share of Rs. 10/- each fully paid up of associate company Joy Hotel & Resorts (P) Limited are pledged with term lenders of the associate company for securing the term loans, interest on loans and all other related moneys payable as availed by the associate company for its upcoming five star hotel project at Chandigarh.

(iv) The investments in shares in Silver Resort Hotel India ( P ) Limited and associate company are made solely with the motive to acquire and retain controlling stake, in furtherance of its business interest in hotel business.

(i) The lenders to whom guarantee is given for securing term loans of associate company Joy Hotel & Resorts Private Limited have initiated recovery proceedings against the associate company under SARFAESI Act, 2002. The lenders are fully secured against the primary security i.e. mortgage of project land & building thereon. The associate company has also challenged the alleged illegal resumption of the project site by the Lessor due to non-fulfillment of the terms of the change of land use from industrial to commercial use. Both the matters are pending adjudication.

(ii) The financial institution from which the company has taken term loan has also invested in the equity share capital of the subsidiary of the company Silver Resort Hotel India (P) Limited (setting up a five star hotel project near International Airport, Delhi) to the tune of Rs. 8500.00 Lacs. The company has executed Buy-back agreements on joint & several basis with the erstwhile directors. Till the buy back of entire equity is completed, IFCI Limited has an first charge basis on "Park Hyatt Goa Resort & Spa" Hotel property of the company situated at 263C,Arrossim, Cansaulim, Goa. Exercising the above right, the institution had called upon the company to honour buy back obligation in respect of equity contribution of Rs 8500 Lacs along with simple assured return on the investment @ 23% per annum (disputed) w.e.f. date of agreement dated 12.03.2010. The recall / claim will be contested due to non-fulfillment of the obligations undertaken by the financial institution.

(iii) Disputed Claim for non performance of obligations to Punjab Urban Development Authority (PUDA) of Rs 1031.18 Lacs (previous year Rs 776.25 Lacs) pertains to subsidiary company Golden Joy Hotel (P) Limited. The company was a bidder for the project and had given a Bank Guarantee of Rs 500 Lacs ( Previous Year Rs 500 Lacs ) which has since expired and the claim will be contested by the Company for non-fulfillment of the obligations undertaken by PUDA under the Agreements

1. PRIOR PERIOD ITEMS

Expenses include Rs. 20.00 Lacs (Previous Year Rs.1.28 Lacs) as expenses (net) relating to earlier years.

2. SEGMENT REPORTING

The Company''s business activity falls within a single primary business segment i.e. hotel operations, hence the disclosure requirements of Accounting Standards (AS - 17) "Segment Reporting", issued by the Institute of Chartered Accountants of India are not applicable.

3. DEFERRED TAX ASSET/LIABILITY :

As required by Accounting Standard - 22 "Accounting for taxes on income" issued by Institute of Chartered Accountants of India, deferred tax asset on losses for the year has not been created as a matter of prudence.

4. In the opinion of management, there is no impairment condition exists as on 31st March, 2016. Hence no provision is required in the accounts for the current period ending.

5. OTHERS SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances with parties, lenders & banks appearing under various heads are subject to confirmation.

c) In view of the brought forward losses, the provision for income tax is made under the provisions of the Minimum Alternate Tax ( MAT )

d) During the year, in view of the pending litigations ( Refer Note 9(A) (a) & (b) , the tax deduction at source is deferred & adjusted for the previous years under the respective party accounts till the settlement of the cases.

e) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by making the suitable adjustment in the respective accounting heads

f) Figures have been given in Lacs.

---

Mar 31, 2016

C. Rights, preferences and restrictions attached to each class of Shares and terms of redemption :

i) The company has two classes of shares referred as equity shares and preference shares having a par value of Rs. 10/each and par value of Rs. 100/- respectively. Each holder of equity shares is entitled to one vote per share, whereas in terms of Section 47(2) of the Companies Act, 2013 , the Preference Shareholders are entitled to vote on every resolution placed before the company in the General Meeting.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company after distribution of preferential amounts. The distribution will be in the proportion of the number of equity shares held by the shareholders.

iii) 41,50,000 10% cumulative preference shares are redeemable at par in the year 2017-18. All these shares are subject to put and call option exercisable at the end of 3rd, 6th, 9th and 12th year of allotment. Dividend arrears on above cumulative preference shares as at 31.03.2016 are Rs. 5578.47 Lacs

iv) Capital Redemption Reserve for redemption of Preference Shares is not created during the year because of unavailability of surplus.

D. The company does not have a holding company, therefore, disclosure requirements about its parent company are not applicable in the present case.

*The ownership in equity shares held by Northern Projects Limited is in dispute & the matter is pending adjudication. The court has restrained the present owner of these shares from transferring, alienating, encumbering or otherwise dealing with or parting with the possession of the shares held by it till the disposal of the suit.

(A) Current Maturities of Non Convertible Debentures

a. Non Convertible Debentures together with interest, redemption premium etc. are secured by first charge over the immovable property included in the land appearing in the schedule of fixed assets and second charge on Company''s immovable properties located at 263C, Arossim, Cansaulim, Goa, both present and future and the charges of the Debenture holders shall be subject/subsequent to the existing charges of term loan lender IFCI Limited and lenders of working capital limits. The Company has pledged 10,00,00,000 number of equity shares of Silver Resort Hotel India Private Limited (a subsidiary of the company) held by the company.

b. The Company is contesting the suit filed by the Debenture holder against its alleged pre-mature recall / redemption of Debentures, disputed / default interest & redemption premium thereon and non-fulfillment of its other obligations which is pending adjudication. In view of the litigation, the Debenture Redemption Reserve is not created. ( Refer Note 23(b)

(B) Current Maturities of Term Loans from financial institutions

The secured lender IFCI Limited had initiated the recovery proceedings and allegedly auctioned the hotel property under the provisions of the SARFAESI Act which was contested by the Company at Hon''ble High Court of Bombay. By the Judgment dated 23.3.2016, the Hon''ble Bombay High Court quashed and set aside the alleged auction sale of property and directed secured lender IFCI Limited to refund the sale consideration to auction purchaser ITC Limited . subsequently ITC Ltd & IFCI Ltd have approached the Hon''ble Supreme Court against the Bombay High Court judgment whereupon the grant of stay against the order was not accepted. however, it ordered that ''Status Quo'' as on 22nd April, 2016 be maintained and further ordered that the amounts paid by ITC Limited in the auction purchase shall remain with the IFCI Ltd until further orders. The Hotel property continues to be operated under the brand "Park Hyatt Goa Resort & Spa" & maintained under management agreement with Hyatt International. (Refer Note 23(b)

(i) Provision for fall in carrying value of investments in respect of losses in the subsidiaries & the associate Company has not been made, as these losses, in management''s perception, are temporary in nature. These companies have not started commercial operation till the balance sheet date.

(ii) Out of 18,85,10,000 equity share of Rs. 10/- each fully paid up of subsidiary company Silver Resort Hotel India (P) Limited, 10,00,00,000 equity share of Rs. 10/- each are pledged with debenture holders. The remaining 8,85,10,000 equity shares are pledged with term lender.

(iii) All 15,600 equity share of Rs. 10/- each fully paid up of associate company Joy Hotel & Resorts (P) Limited are pledged with term lenders of the associate company for securing the term loans, interest on loans and all other related moneys payable as availed by the associate company for its upcoming five star hotel project at Chandigarh.

(iv) The investments in shares in Silver Resort Hotel India ( P ) Limited and associate company are made solely with the motive to acquire and retain controlling stake, in furtherance of its business interest in hotel business.

(i) The lenders to whom guarantee is given for securing term loans of associate company Joy Hotel & Resorts Private Limited have initiated recovery proceedings against the associate company under SARFAESI Act, 2002. The lenders are fully secured against the primary security i.e. mortgage of project land & building thereon. The associate company has also challenged the alleged illegal resumption of the project site by the Lessor due to non-fulfillment of the terms of the change of land use from industrial to commercial use. Both the matters are pending adjudication.

(ii) The financial institution from which the company has taken term loan has also invested in the equity share capital of the subsidiary of the company Silver Resort Hotel India (P) Limited (setting up a five star hotel project near International Airport, Delhi) to the tune of Rs. 8500.00 Lacs. The company has executed Buy-back agreements on joint & several basis with the erstwhile directors. Till the buy back of entire equity is completed, IFCI Limited has an first charge basis on "Park Hyatt Goa Resort & Spa" Hotel property of the company situated at 263C,Arrossim, Cansaulim, Goa. Exercising the above right, the institution had called upon the company to honour buy back obligation in respect of equity contribution of Rs 8500 Lacs along with simple assured return on the investment @ 23% per annum (disputed) w.e.f. date of agreement dated 12.03.2010. The recall / claim will be contested due to non-fulfillment of the obligations undertaken by the financial institution.

(iii) Disputed Claim for non performance of obligations to Punjab Urban Development Authority (PUDA) of Rs 1031.18 Lacs (previous year Rs 776.25 Lacs) pertains to subsidiary company Golden Joy Hotel (P) Limited. The company was a bidder for the project and had given a Bank Guarantee of Rs 500 Lacs ( Previous Year Rs 500 Lacs ) which has since expired and the claim will be contested by the Company for non-fulfillment of the obligations undertaken by PUDA under the Agreements

1. PRIOR PERIOD ITEMS

Expenses include Rs. 20.00 Lacs (Previous Year Rs.1.28 Lacs) as expenses (net) relating to earlier years.

2. SEGMENT REPORTING

The Company''s business activity falls within a single primary business segment i.e. hotel operations, hence the disclosure requirements of Accounting Standards (AS - 17) "Segment Reporting", issued by the Institute of Chartered Accountants of India are not applicable.

3. DEFERRED TAX ASSET/LIABILITY :

As required by Accounting Standard - 22 "Accounting for taxes on income" issued by Institute of Chartered Accountants of India, deferred tax asset on losses for the year has not been created as a matter of prudence.

4. In the opinion of management, there is no impairment condition exists as on 31st March, 2016. Hence no provision is required in the accounts for the current period ending.

5. OTHERS SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances with parties, lenders & banks appearing under various heads are subject to confirmation.

c) In view of the brought forward losses, the provision for income tax is made under the provisions of the Minimum Alternate Tax ( MAT )

d) During the year, in view of the pending litigations ( Refer Note 9(A) (a) & (b) , the tax deduction at source is deferred & adjusted for the previous years under the respective party accounts till the settlement of the cases.

e) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by making the suitable adjustment in the respective accounting heads

f) Figures have been given in Lacs.

---

Mar 31, 2016

1. IMPAIRMENT

It is the view of management that there are no impairment conditions that exist as on 31st March, 2016. Hence, no provision is required in the accounts for the year under review.

2. DEFERRED TAX LIABILITY/ (ASSET)

As required by Accounting Standard "Accounting for taxes on income" i.e. (AS-22) issued by the Institute of Chartered Accountants of India, deferred tax asset on accumulated losses, is not recognized as a matter of prudence.

3. OTHER SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all assets and non-current investments stated otherwise have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) On 8th December 2015, the business of M/s. Medicare Textiles, a proprietorship firm engaged in manufacture of surgical materials, was merged with business of the company. The company has followed ''amalgamation in the nature of purchase'' method of accounting to reflect the amalgamation in its books of accounts. The company has paid a sum of Rs. 6.29 lacs towards acquiring business, comprising of various licenses and certificates and fixed assets of the proprietorship firm. The book value of fixed assets acquired by the company is Rs. 3.50 lacs and balance Rs. 2.79 lacs have been paid towards goodwill of the acquired business.

c) With a view to increase its visibility in the promising FMHG/OTC business and reap the potential benefits in the above business streams, with added advantages of better brand building, customer confidence and better product quality, the company has decided to acquire/buyout new brands, expand the existing brands and product portfolio, during the year, a sum of Rs.1973.92 (Previous Year Rs. 2558.57 Lacs), year to date Rs. 5227.25 Lacs has been advanced, to Dr. Morepen Limited, its wholly owned subsidiary for the same.

d) Balances of Non-current liabilities, Current liabilities, Long terms loans and advances, Trade receivables, Short term loans and advances and banks are subject to confirmation.

e) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion of assessments.

f) During the financial year ending 31st March 2010, the company had allotted, 9,24,90,413 Equity Shares to fixed deposit holders towards settlement of their dues, under the Scheme of arrangement or compromise u/s 391 of the Companies Act, 1956, approved by Hon''ble High Court at Shimla. The central government preferred an appeal against the said order before Division Bench of the High Court which was allowed. While setting aside the impugned order, matter was remanded back to the single judge for considering the representation of Central Government & deciding the petition afresh after hearing all the parties. The matter is pending for adjudication before single judge of Hon''ble Himachal Pradesh High Court.

g) Remuneration paid to directors for the period April 2005 - March 2014 amounting to Rs. 356.00 lacs is subject to central government approval.

h) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.

---

Mar 31, 2015

1. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -

a) i) The company has two classes of shares referred as equity shares and preference shares. The equity shares are having a

par value of Rs. 2/- each whereas par value for each preference shares is Rs. 100/-. Every holder of equity shares is entitled to one vote per share in respect of all matters submitted to vote in the shareholders' meeting. Preference share holders are entitled to one vote per share, in respect of every resolutions placed before the company which directly affect the rights attached to their shares. However, a preference shareholder acquires voting rights at par with an equity shareholder if the dividend on preference shares has remained unpaid for a period of not less than two years.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company after distribution of preferential amounts. The distribution will be in the proportion of the number of equity shares held by the shareholders.

iii) 1 7,30,000, 0.01% Redeemable Preference Shares of Rs. 100/- each and 5,00,000, 9.75% Redeembale Preference Shares of Rs. 100/- each are cummulative. Dividend arrears on these shares as at 31.03.2015 are Rs. 635 Lacs (Previous year Rs. 586 Lacs).

b) i) All 97,35,201, 0.01% Optionally Convertible Preference Shares, Shares having fallen due for redemption/conversion during the year, could not be redeemed because of unavailability of surplus. The conversion, if opted for, of preference shares into equity shares will be at price determined as per SEBI guidelines. Dividend arrears on above preference shares as at 31.03.2015 are Rs. 8 Lacs (Previous year Rs. 7 Lacs).

ii) Out of 1 7,30,000, 0.01 % Cummulative Reedemable Preference Shares, 15,30,000 Shares amounting Rs.1530 Lacs are redeemable in two equal installments, on May 4, 2016 & May 4, 201 7. Balance 2,00,000, Shares amounting Rs. 200 lacs, had already become due for redemption in the financial year ending 31.03.2012, could not be redeemed because of unavailability of surplus.

iii) 5,00,000, 9.75% Cumulative redeemable Preference shares amounting to Rs. 500 Lacs had been due for redemption since March 2004, however, could not be redeemed because of unavailability of surplus. The subscriber has filed a legal case against the company for the recovery of the sum invested as well as interest thereon. The company has contested the claim of the subscriber and have moved the jurisdictional appellant authorities against the said claim.

iv) Capital Redemption Reserve for redemption of Preference Shares could not be created during the year because of unavailability of surplus.

2. The company itself being ultimate holding company, therefore, disclosure requirements about its parent company are not applicable in the present case.

3. During last 5 years immediately preeceding the balance sheet date, no Equity Share or Preference share has been issued pursuant to any contract without payment being received in cash. Further the company has neither allotted any share by way of bonus shares, nor it had bought back any Equity or Preference Share during aforesaid period of 5 years.

4. Term Loans from Banks & Institutions

A. Term loans, except noted at (d) below, are secured by a first charge created by way of a joint equitable mortgage on pari - passu basis on all immovable and movable fixed assets, including plant and machinery, land & buildings and others, both present and future, first charge over Escrow/Trust and Retention Account, and second charge on the current assets of the company, both present and future. Further these loans are secured by personal guarantee of Managing Director of the company.

5. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

a) Contingent Liabilties

Claim against the Company not 1166 1144 acknowledged as debts

Guarantees 27 9

Other money for which company is 1131 1477 contingently liable

Arrears of Fixed Cummulative Dividends 643 593 on Preference Shares

Bills discounted with banks 309 126

3276 3349

b) Commitments - -

3276 3349

6. PRIOR PERIOD ITEMS

Expenses include Rs. 11 lacs (Previous Year Rs. 195 lacs) as expenses (net) relating to earlier years.

7. SEGMENT REPORTING

In accordance with AS-17 "Segment Reporting", segment information has been given in consolidated financial statements of the company, and therefore, no seperate disclosure on segment information is given in these financial statements.

8. RELATED PARTY DISCLOSURES

Disclosure as required by accounting standard "Related Party Disclosures" (AS-18) issued by the Institute of Chartered Accountants of India are as under:

9. Related Parties

1 Subsidiary Companies MorepenMax Inc. Morepen Inc. Dr. Morepen Limited Total Care Limited

Overseas Company Overseas Company Domestic Company Domestic Company

2. Associates Morepen Biotech Limited (up to 30.09.2014)

Domestic Company

3. Key Management Personnel

Mr. Sushil Suri, Chairman & Managing Director Dr. A.K. Sinha, Whole Time Directors Mr. Ajay Sharma, Chief Financial Officer Mr. Thomas Joshua,Company Secretary

4. Relatives of Key Management personnnels with whom the company has any transaction during the year

Ms. Amita Sharma Mr. Sanjay Suri

5. Entities over which key management personnel/ or Relatives of key management personnel are able to exercise significant influence with which the company has any transactions during the year

Not Any

10. IMPAIRMENT

It is the view of management that there are no impairment conditions that exist as on 31st March, 2015. Hence, no provision is required in the accounts for the year under review.

11. DEFERRED TAX LIABILITY/ (ASSET)

As required by Accounting Standard "Accounting for taxes on income" i.e. (AS-22) issued by the Institute of Chartered Accountants of India, deferred tax asset on losses during the year, is not recognized as a matter of prudence.

12. OTHERS SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all assets and non-current investments stated otherwise have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) With a view to increase its visibility in the promising FMHG/OTC business and reap the potential benefits in the above business streams, with added advantages of better brand building, customer confidence and better product quality, the company has decided to acquire/buyout new brands, expand the existing brands and product portfolio, a sum of Rs. 3393 Lacs has been advanced to Dr. Morepen Limited, its wholly owned subsidiary for the same.

c) Balances of Non-current liabilities, Current liabilties, Long terms loans and advances, Trade receivables, Short term loans and advances and banks are subject to confirmation.

d) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion of assessments.

e) During the financial year ending 31st March 2010, the company had allotted, 9,24,90,413 Equity Shares to fixed deposit holders towards settlement of their dues, under the Scheme of arrangement or compromise u/s 391 of the Companies Act, 1956, approved by Hon'ble High Court at Shimla. The central government preferred an appeal against the said order before Division of the High Court which was allowed. While setting aside the impugned order, matter was remanded back to the single judge for considering the representation of Central Government & deciding the petition afresh after hearing all the parties. The matter is pending for adjudication before single judge of Hon'ble Himachal Pradesh High Court.

f) Remuneration paid to directors' for the period April 2005 - March 2014 amounting to Rs. 356 lacs is subject to central government approval.

g) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.

h) Figures have been rounded off to the nearest lacs.

---

Mar 31, 2014

1. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -

a) i) The company has two classes of shares referred as equity shares and preference shares. The equity shares are having a par value of Rs. 2/- each whereas par value for each preference shares is Rs. 100/-. Every holder of equity shares is entitled to one vote per share in respect of all matters submitted to vote in the shareholders'' meeting. Preference share holders are entitled to one vote per share, in respect of every resolution placed before the company which directly affect the rights attached to their shares. However, a cumulative preference shareholder acquires voting rights at par with an equity shareholder if the dividend on preference shares has remained unpaid for a period of not less than two years.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company after distribution of preferential amounts. The distribution will be in the proportion of the number of equity shares held by the shareholders.

iii) 17,30,000, 0.01% Redeemable Preference Shares of Rs. 100/- each and 5,00,000, 9.75% Redeembale Preference Shares of Rs. 100/- each are cummulative. Dividend arrears on these shares as at 31.03.2014 are Rs. 586 Lacs (Previous year Rs. 537 Lacs).

b) i) Out of 97,35,201, 0.01% Optionally Convertible Preference Shares, Shares amounting to Rs. 7,040 Lacs fall due for redemption/conversion on May 4, 2014, shares amounting to Rs. 1,762 Lacs are due for redemption on May 31, 2014 whereas balance shares amounting to Rs. 933 Lacs are due for redemption/conversion on February 9, 2015. The conversion, if opted for, of preference shares into equity shares will be at price determined as per SEBI guidelines. Dividend arrears on above preference shares as at 31.03.2014 are Rs. 7 Lacs (Previous year Rs. 6 Lacs).

ii) Out of 1 7,30,000, 0.01% Cummulative Reedemable Preference Shares, 15,30,000 Shares amounting Rs. 1,530 Lacs are redeemable in two equal installments, on May 4, 2016 & May 4, 2017. Balance 2,00,000, Shares amounting Rs. 200 lacs, had already become due for redemption in the financial year ending 31.03.2012, could not be redeemed because of unavailability of surplus.

iii) 5,00,000, 9.75% Cumulative redeemable Preference shares amounting to Rs. 500 Lacs had been due for redemption since March, 2004, however, could not be redeemed because of unavailability of surplus. The subscriber has filed a legal case against the company for the recovery of the sum invested as well as interest thereon. The company has contested the claim of the subscriber and have moved the jurisdictional appellant authorities against the said claim.

iv) Capital Redemption Reserve for redemption of Preference Shares could not be created during the year because of unavailability of surplus.

2. The company itself being ultimate holding company, therefore, disclosure requirements about its parent company are not applicable in the present case.

3. During last 5 years immediately preeceding the balance sheet date, no Equity Share or Preference share has been issued pursuant to any contract without payment being received in cash. Further the company has neither allotted any share by way of bonus shares, nor it had bought back any Equity or Preference Share during aforesaid period of 5 years.

4. Term Loans from Banks & Institutions

a. Term loans, except noted at (d) below, are secured by a first charge created by way of a joint equitable mortgage on pari-passu basis on all immovable and movable fixed assets, including plant and machinery, land & buildings and others, both present and future, first charge over Escrow/Trust and Retention Account, and second charge on the current assets of the company, both present and future. Further these loans are secured by personal guarantee of Managing Director of the company.

5. Unsecured Loans

During the year, the company has repaid the outstanding loan amounting to Rs. 1,074 Lacs (Previous Year Rs. 430 Lacs)

6. Current portion of long term borrowings is appearing under the head Other current liabilities. (Refer Note No. 9)

7. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

a) Contingent Liabilties

Claim against the Company not acknowledged as debts 1144 1525

Guarantees 9 14

Other money for which company is contingently liable 1477 1274

Arrears of Fixed Cummulative Dividends on Preference 593 543 Shares

Bills discounted with banks 126 134

3349 3490

b) Commitments - -

3349 3490

8. Extraordinary items of Rs. 290 Lacs (Previous year 308 Lacs) represent net of surplus of Rs. 677 Lacs accruing on account of settlement with one of the lenders of the Company and amount of Rs. 387 Lacs provided towards fall in carrying value of investment in the associate company.

9. PRIOR PERIOD ITEMS

Expenses include Rs.195 lacs (Previous Year Rs. 110 lacs) as expenses (net) relating to earlier years.

10. SEGMENT REPORTING

In accordance with AS-17 "Segment Reporting", segment information has been given in consolidated financial statements of the company and therefore, no seperate disclosure on segment information is given in these financial statements.

11. RELATED PARTY DISCLOSURES

Disclosure as required by accounting standard "Related Party Disclosures" (AS-18) issued by the Institute of Chartered Accountants of India are as under:

12. IMPAIRMENT

It is the view of management that there are no impairment conditions that exist as on 31st March, 2014. Hence, no provision is required in the accounts for the year under review.

13. DEFERRED TAX LIABILITY/ (ASSET)

As required by Accounting Standard "Accounting for taxes on income" i.e. (AS-22) issued by the Institute of Chartered Accountants of India, deferred tax asset on losses during the year, is not recognized as a matter of prudence.

14. OTHERS SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all assets and non-current investments stated otherwise have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances of Non-current liabilities, Current liabilties, Long terms loans and advances, Trade receivables, Short term loans and advances and banks are subject to confirmation.

c) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be known & accounted for, on the completion of assessments.

d) During the financial year ending 31st March, 2010, the company had allotted, 9,24,90,413 Equity Shares to fixed deposit holders towards settlement of their dues, under the Scheme of arrangement or compromise u/s 391 of the Companies Act, 1956, approved by Hon''ble High Court at Shimla. The central government preferred an appeal against the said order and the Hon''ble Divisional Bench while admitting the appeal directed the implementation of the Scheme subject to the final outcome of the Appeal. The matter has now been remanded back to the single judge of Hon''ble Himachal Pradesh High Court for giving Central Government a hearing and adjudicating the matter.

e) Remuneration paid to directors'' for the period April, 2005 - March, 2014 of Rs. 356 lacs, including current year remuneration of Rs. 52 lacs is subject to approval from Central Government.

f) In view of losses during the year, the managing director has been paid a salary of Rs. 24 lacs, out of approved salary of Rs. 60 lacs. Balance salary of Rs. 36 lacs has been forgone by him and hence not provided in the accounts.

g) Taxation - No Provision for current Income tax has been made in view of loss during the year.

h) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.

i) Figures have been rounded off to the nearest lacs.

---

Mar 31, 2013

(Rs. in Lacs)

As at As at 31.03.2013 31.03.2012

1. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

a) Contingent Liabilities

Claim against the Company not acknowledged as debts 1525 459

Guarantees 14 4

Other money for which company is contingently liable 1274 120

Arrears of Fixed Cummulative Dividends on Preference Shares 543 493

Bills discounted with banks 134 229

3490 1305

b) Commitments

3490 1305

2. PRIOR PERIOD ITEMS

Expenses include Rs. 110 lacs (Previous Year Rs. 6 lacs) as expenses (net) relating to earlier years.

3. SEGMENT REPORTING

In accordance with AS-17 "Segment Reporting", segment information has been given in consolidated financial statements of the company, and therefore, no seperate disclosure on segment information is given in these financial statements.

4. RELATED PARTY DISCLOSURES

Disclosure as required by accounting standard "Related Party Disclosures" (AS-18) issued by the Institute of Chartered Accountants of India are as under:

Related Parties

1 Subsidiary Companies

MorepenMax Inc. Overseas Company

Morepen Inc. Overseas Company

Dr. Morepen Limited Domestic Company

Total Care Limited Domestic Company

2. Associates

Morepen Biotech Limited Domestic Company

3. Key Management Personnel Mr. Sushil Suri, Chairman & Managing Director (Whole Time Directors) Dr. A.K. Sinha

4. Relatives of key Management personnels with whom the company has any transaction during the year

Nil

5. Entities over which key management personnel/ or Relatives of key management personnel are able to exercise significant influence with which the company has any transactions during the year

Blue Coast Infrastructure Development Private Limited

5. IMPAIRMENT

It is the view of management that there are no impairment conditions that exist as on 31st March, 2013. Hence, no provision is required in the accounts for the year under review.

6. DEFERRED TAX LIABILITY/ (ASSET)

As required by Accounting Standard "Accounting for taxes on income" i.e. (AS-22) issued by the Institute of Chartered Accountants of India, deferred tax asset on losses during the year, is not recognized as a matter of prudence.

7. OTHERS SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all assets and non-current investments have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances of Non-current liabilities, Current liabilties, Long terms loans and advances, Trade receivables, Short term loans and advances and banks are subject to confirmation.

c) The application for compounding of offences for violation of various provisions of the Companies Act, 1956 as pointed out in the inspection report, in respect of inspection carried out under section 209A of the said Act, is pending with the Central Govt.

d) During the financial year ending 31st March 2010, the company had allotted, 9,24,90,413 Equity Shares to fixed deposit holders towards settlement of their dues, under the Scheme of arrangement or compromise u/s 391 of the Companies Act, 1956, approved by Hon''ble High Court at Shimla. The central government preferred an appeal against the said order and the Hon''ble Divisional Bench while admitting the appeal directed the implementation of the Scheme subject to the final outcome of the Appeal. The matter has now been remanded back to the single judge of Hon''ble Himachal Pradesh High Court for giving Central Government a hearing and adjudicating the matter.

e) Remuneration paid to directors'' for the period April 2005 - March 2013, of Rs. 304 lacs, including current year remuneration of Rs. 50 lacs is subject to approval from Central Government.

f) In view of losses during the year, the managing director has been paid a salary of Rs. 24 lacs, out of approved salary of Rs. 60 lacs. Balance salary of Rs. 36 lacs has been forgone by him and hence not provided in the accounts.

g) Taxation - No Provision for current Income tax has been made in view of loss during the year.

h) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be accounted for, on the completion of assessments.

i) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.

j) Figures have been rounded off to the nearest lacs.

---

Mar 31, 2012

A. Rights, preferences and restrictions attached to each class of Shares and terms of redemption -

a) i) The company has mainly two classes of shares referred as equity shares and preference shares. The equity shares are having a par value of Rs. 2/- each whereas par value for each preference shares is Rs. 100/-. Every holder of equity shares is entitled to one vote per share in respect of all matters submitted to vote in the shareholders' meeting. Preference share holders are entitled to one vote per share, in respect of every resolutions placed before the company which directly affect the rights attached to their shares.

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company after distribution of preferential amounts. The distribution will be in the proportion of the number of equity shares held by the shareholders.

iii) Preference share capital is non - Cumulative, except in the case of 5,00,000, 9.75% Preference Shares of Rs. 100/- each. Dividend arrears on above cumulative preference shares as at 31.03.2012 are Rs. 488 Lacs.

b) i) Out of 97,35,201, 0.01% Optionally Convertible Preference Shares, amounting to Rs. 7040 Lacs are due for redemption/conversion on May 4, 2014, shares amounting to Rs. 1762 Lacs are due for redemption on May 31, 2014 whereas balance shares amounting to Rs. 933 Lacs are due for redemption/conversion on February 9, 2015. The conversion, if opted for, of preference shares into equity shares will be at price determined as per SEBI guidelines.

ii) Out of 17,30,000, 0.01% Cummulative Reedemable Preference Shares, 15,30,000 Shares amounting Rs.1530 Lacs are redeemable in two equal installments, on May 4, 2016 & May 4, 2017. Balance 2,00,000, Shares amounting Rs. 200 lacs, due for redemption in the current year, could not be redeemed because of unavailability of surplus.

iii) 5,00,000, 9.75% Cumulative redeemable Preference shares amounting to Rs. 500.00 Lacs had been due for redemption since March 13, 2004, however, could not be redeemed because of unavailability of surplus.

A. The company itself being ultimate holding company, therefore, disclosure requirements about its parent company are not applicable in the present case.

B. During last 5 years immediately preeceding the balance sheet date, no Equity Share or Preference share has been issued pursuant to any contract without payment being received in cash. Further the company has neither allotted any share by way of bonus shares, nor it had bought back any Equity or Preference Share during aforesaid period of 5 years.

Nature of Security and Terms of Repayment -

I. Term Loans from Banks

a. Term loans, except noted at (d) below, are secured by a first charge created by way of a joint equitable mortgage on pari -passu basis on all immovable and movable fixed assets, including plant and machinery, land & buildings and others, both present and future, first charge over Escrow/Trust and Retention Account, and second charge on the current assets of the company, both present and future. Further these loans are secured by personal guarantee of Managing Director of the company.

e. Debentures appearing under Note 8, Other Current Liabilities, amounting to Rs. 565 Lacs, along with interest, remuneration payable to trustees and other money due in respect thereof are secured by a first charge created jointly along with banks / financial institutions providing term loans. Surplus arising out of settlement of these debentures, being under negotiation, as per the approved CDR scheme, shall be accounted for at the time of final payout.

II. Unsecured Loans

Loans from related parties are due for repayment in the year 2013-14 and carry interest @ 21% per annum for the years 2012-13 & 2013-14.



1. CONTINGENT LIABILITIES AND COMMITMENTS (Rs. in Lacs) (TO THE EXTENT NOT PROVIDED FOR) As at As at a) Contingent Liabilties 31.03.2012 31.03.2011

Claim against the Company not acknowledged as 459 343 debts

Guarantees 4 145

Other money for which company is contingently 120 - liable

Bills discounted with banks 229 -

812 488

b) Commitments - -

812 488

2. Extraordinary items of Rs. 1204 Lacs (Previous year Nil) represent surplus accruing on account of settlement of long term borrowing of the company.

3. PRIOR PERIOD ITEMS

Expenses include Rs. 6 lacs (Previous Year Rs. 5 lacs) as expenses (net) relating to earlier years.

4. SEGMENT REPORTING

In accordance with AS-17 "Segment Reporting", segment information has been given in consolidated financial statements of the company, and therefore, no separate disclosure on segment information is given in these financial statements.

5. IMPAIRMENT

It is the view of management that there are no impairment conditions that exist as on 31st March, 2012. Hence, no provision is required in the accounts for the year under review.

6. DEFERRED TAX LIABILITY/ (ASSET)

As required by Accounting Standard "Accounting for taxes on income" i.e. (AS-22) issued by the Institute of Chartered Accountants of India, deferred tax asset on losses during the year, is not recognized as a matter of prudence.

7. OTHERS SIGNIFICANT DISCLOSURES

a) In the opinion of directors, all other assets other than fixed assets and non-current investments have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the books of accounts and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

b) Balances of Non-current liabilities, Current liabilties, Long terms loans and advances, Trade receivables, Short term loans and advances are subject to confirmation.

c) The application for compounding of offences for violation of various provisions of the Companies Act, 1956 as pointed out in the report of inspection conducted under section 209A of the said Act is, pending with the Central Govt.

d) During the financial year ending 31st March 2010, the company had allotted, 9,24,90,413 Equity Shares to fixed deposit holders towards settlement of their dues, under the Scheme of arrangement or compromise u/s 391 of the Companies Act, 1956, approved by Hon'ble High Court at Shimla. The central government preferred an appeal against the said order and the Hon'ble Divisional Bench while admitting the appeal directed the implementation of the Scheme subject to the final outcome of the Appeal. The matter has now been remanded back to the single judge of Hon'ble Himachal Pradesh High Court for giving central government a hearing and adjudicating the matter.

e) Remuneration paid to directors' for the period April 2005 - March 2012, of Rs. 254 lacs, including current year remuneration of Rs. 53 lacs is subject to approval from Central Govt.

f) In view of losses during the year, the managing director has been paid a salary of Rs. 29 lacs, out of approved salary of Rs. 60 lacs. Balance salary of Rs. 31 lacs has been forgone by him and hence not provided in the accounts.

g) Taxation

No Provision for current Income tax has been made in view of loss during the year.

h) Sales Tax assessments for earlier years are in progress. Demand, if any, shall be accounted for, on the completion of assessments.

i) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.

j) Figures have been rounded off to the nearest lacs.

---

Mar 31, 2011

1. Share Capital

1.1 Preference Share Capital

1,19,65,201 Preference Shares of Rs. 100/- each consist of -

- 97,35,201, 0.01% Optionally Convertible Preference Shares, amounting to Rs. 9735.20 Lacs are due for redemption/conversion in financial year 2014-15.

- 15,30,000, 0.01% Preference Shares amounting Rs.1530.00 Lacs are redeemable in two equal installments in the financial years 2016-17 and 2017-18.

- 2,00,000, 0.01% Preference Shares amounting Rs. 200.00 lacs, are due for redemption in the financial year 2011-12.

- 5,00,000, 9.75% Cumulative redeemable Preference shares amounting to Rs. 500.00 Lacs have already become due for redemption.

2. Secured Loans

2.1 Non Convertible Debentures of Rs. 565.00 lacs (Previous Year Rs. 565.00 lacs ) are privately placed and comprise of: 100,000 - 15% NCDs (Rs.33.33 paid up); 100,000- 18.5% NCDs (Rs.66.00 paid up);2,00,000 - 17 % NCDs (Rs.66.50 paid up) ; 200,000 19% NCDs (Rs. 33.33 paid up); 400,000- 15.5% NCDs (Rs. 66.50 paid up).

All these debentures along with interest, remuneration payable to trustees and other money due in respect thereof are secured by a first charge created jointly along with banks / financial institutions providing term and corporate rupee loans except borrowings stated in Para 2.5 below.

2.2 Interest bearing portion of restructured debts of Rs. 6264.56Lacs (Previous Year Rs. 6325.62Lacs) due to institutions/banks is payable starting from financial year 2010-11 and shall be fully payable by 31st March, 2018.

2.3 Interest free portion of restructured debts of Rs. 5558.38 Lacs (Previous Year Rs 5559.76 Lacs) due to institutions/banks shall be due for payment in the financial years starting 2016-17 and shall be fully payable by 31st March 2018. The debt will be interest bearing from the financial year 2015-16.

2.4 Non-convertible debentures/ Term loans / restructured debts, are secured by a first charge created by way of joint equitable mortgage on pari - passu basis on all immovable and movable properties both present and future except borrowings stated in Para 2.5 below.

2.5 Other loans of Rs. 36.21 lacs (Previous year Rs. 28.40 lacs) are secured by hypothecation of specific assets purchased under the hire purchase scheme.

3. Unsecured Loans

Short term loans from others represent loans and inter corporate deposits from friends, relatives & others.

4. Current liabilities

Based on the information available with the Company, no amount is payable to Micro & Small Enterprises as defined under the MSMED Act, 2006. Further, no interest during the year has been paid or payable under the terms of the MSMED Act, 2006.

5. Fixed Assets

5.1 During the year, the company has made addition to fixed assets of Rs. 356.89 lacs (Previous year Rs. 438.79 lacs). Additions to fixed assets put to use have been capitalized. Depreciation on fixed assets is provided from the subsequent month after the asset is put to use. Fixed assets installed and put to use have been certified by the management.

5.2 Leasehold land is not amortised in view of para 1(c) of Accounting Standard on Leases (AS-19) issued by The Institute of Chartered Accountants of India defining scope of the standard.

6. Investments

The fall in value of investments, in unquoted shares and in respect of losses in subsidiary companies, has not been provided, as this, in view of management's perception, is temporary.

7. Inventories

The inventory of stocks, stores and spares has been taken, valued and certified by the management.

8. Bank Balances

Bank balances of Rs. 144.91 lacs (Previous year Rs. 28.52 lacs) in deposit accounts are pledged as margin money.

9. Miscellaneous expenditure

The miscellaneous expenditure of Rs. 128.48 Lacs (Previous Year Rs. 142.38 lacs) includes Rs. 69.06 Lacs in respect of capital issue expenses remaining un-adjusted and Rs 59.42 lacs towards marketing expenses, benefits of which are expected up to a period of 5 years.

10. In the opinion of directors, the current assets, loans and advances are of the value stated except otherwise stated in the accounts, if realized in the ordinary course of business and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

11. Balances of sundry creditors, secured and unsecured loans, sundry debtors, bank balances, loans and advances and security deposits are subject to confirmation.

12. The application for compounding of various offences under provisions of the Companies Act, 1956 is pending with the Central Govt.

13. The company had allotted, in the last financial year, 9,24,90,413 Equity Shares to fixed deposit holders towards settlement of their dues, under the Scheme of arrangement or compromise u/s 391 of the Companies Act, 1956, approved by Hon'ble High Court at Shimla. The central government preferred an appeal against the said order and the Hon'ble Divisional Bench while admitting the appeal directed the implementation of the Scheme subject to the final outcome of the Appeal. The matter has now been remanded back to the single judge of Hon'ble Himachal Pradesh High Court for giving central government a hearing and adjudicating the matter.

II. CONTINGENT LIABILITIES

(Rs. in lacs)

As at As at 31st March 2011 31st March 2010

Bank Guarantees 144.91 28.52

Accumulated dividend on preference shares 4.40 3.26

Claim against the Company not acknowledged as debt 342.84 338.51

Liability, if any, arising out of legal cases filed Amount not as Amount not

against the company by parties. certainable ascertainable

Note: -

a. The above remuneration and remuneration paid during the period April 2005 till March 2010 amounting to Rs. 198.17 lacs is subject to approval from Central Govt.

b. In view of losses during the year, the managing director has been paid a salary of Rs. 26.84 lacs, out of approved salary of Rs. 60.20 lacs. Balance salary of Rs. 33.36 lacs has been forgone by him and hence not provided in the accounts.

5. Taxation

No Provision for current Income tax has been made in view of loss during the year.

6. Expenses include Rs. 5.40 lacs (Previous Year Rs. 32.05 lacs) as expenses (net) relating to earlier years.

7. Sales Tax assessments for earlier years are in progress. Demand, if any, shall be accounted for, on the completion of assessments.

8. Dividend

No dividend is provided on equity/preference share capital in view of loss during the year.

9. Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.

10. Segment Reporting

As the Company's business activity falls within a single primary business segment viz. “Pharmaceuticals” the disclosure requirements of Accounting Standards (AS-17) “Segment Reporting”, issued by The Institute of Chartered Accountants of India are not applicable.

12. Deferred Tax Liability/ (Asset)

As required by Accounting Standard “Accounting for taxes on income” i.e. (AS-22) issued by the Institute of Chartered Accountants of India, deferred tax asset on losses during the year, is not recognized as a matter of prudence.

13. Impairment

It is the view of management that there are no impairment conditions that exist as on 31st March, 2011. Hence, no provision is required in the accounts for the year under review.

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Mar 31, 2010

I BALANCE SHEET

1. Share Capital

1.1 Equity Share Capital

During the year, the company has allotted 9, 24, 90,413 Equity Shares of Rs. 2/-each fully paid up at a price of Rs. 11.32 per share, determined under SEBI (DIP) guidelines, to the fixed deposit holders of the company towards full and final settlement of their dues, pursuant to order passed by Honble High Court ofHimachal Pradesh atShimla approving the scheme of arrangement and compromise with fixed deposit holders.

1.2 Preference Share Capital

1,19,65,201 Preference Shares of Rs. 100/-each consist of-

- 97,35,201, 0.01% Optionally Convertible Preference Shares, amounting to Rs. 9735.20 Lacs are due for redemption/conversion in financial year 2014-15.

-15,30,000,0.01 % Preference Shares amounting Rs. 1530.00 Lacs are redeemable in two equal installments in the financial years 2016-1 7 and 201 7-18.

- 2,00,000,0.01 % Preference Shares amounting Rs. 200.00 lacs, aredue for redemption in the financial year 2011-12.

- 5,00,000, 9.75% Cumulative Redeemable Preference Shares amounting to Rs. 500.00 Lacs have already become due for redemption.

1.3 Naked Convertible Warrants

During the year, the company has forfeited the advance subscription amount of Rs. 270.40 Lacs received towards naked convertible warrants, on account of non-payment of balance 90% subscription money due on these warrants.

2. Reserves and Surplus

2.1 Addition to capital reserve of Rs. 270.40 Lacs, represents amount forfeited by the company, on account of non- payment within prescribed time period, of balance 90% subscription money due on the naked convertible warrants.

2.2 Addition to Securities Premium Account of Rs. 8620.11 Lacs represents premium on issue of 9,24,90,413 equity shares of Rs. 2/-each issued at a price of Rs. 11.32 per share issued to fixed deposit holders of the company towards full and final settlement of their dues.

2.3 Reduction of Rs. 357.42 lacs from Debenture Redemption Reserve represents reserve created in the earlier years and not required any longer in view of repayment/settlement of dues.

3. Secured Loans

3.1 Non Convertible Debentures of Rs.565.00 lacs (Previous Year Rs.565.00 lacs ) are privately placed and comprise of: 100,000 - 15% NCDs (Rs.33.33 paid up); 100,000- 18.5% NCDs (Rs.66.00 paid up);2,00,000 - 17 % NCDs (Rs.66.50 paid up); 200,000-19% NCDs (Rs. 33.33 paid up); 400,000-15.5% NCDs (Rs. 66.50 paid up).

All these debentures along with interest, remuneration payable to trustees and other money due in respect thereof are secured by a first charge created jointly along with banks / financial institutions providing term and corporate rupee loans except borrowings stated in Para 3.6 below.

3.2 Term Loans from financial institutions/banks of Rs.237.50 Lacs (Previous Year Rs.286.86 Lacs) represents balance amount payable in respect of settlements with these institutions/banks.

3.3 Interest bearing portion of restructured debts of Rs.6325.62 Lacs (Previous Year Rs.6781.01 Lacs) due to institutions/banks is payable starting from financial year 2010-11 and shall be fully payable by 31 st March, 2018.

3.4 Interest free portion of restructured debts of Rs.5559.76 Lacs (Previous Year Rs.5952.94 Lacs) due to institutions/banks shall be due for payment in the financial years starting 2016-1 7 and shall be fully payable by 31st March 2018. The debt will be interest bearing from the financial year 2015-16.

3.5 Non-convertible debentures/Term loans/restructured debts, are secured by a first charge created by way of joint equitable mortgage on pari - passu basis on all immovable and movable properties both present and future except borrowings stated in Para 3.6 below.

3.6 Other loans of Rs. 28.40 lacs (Previous year Rs.37.77 lacs) are secured by hypothecation of specific assets purchased under the hire purchase scheme.

4. Unsecured Loans

4.1 During the year, the scheme of arrangement and compromise with the fixed deposit holders filed by the company under section 391 of Companies Act, 1956, has been approved by the Honble High Court of Himachal Pradesh at Shimla. Pursuant to the approved scheme, the company has allotted Equity Shares of Rs. 21- each, at a price of Rs. 11.32 per share, determined under SEBI (DIP) Guidelines, to the fixed deposit holders equivalent to 75% of the principal amountdue. The balance 25% of the principal amount, as per the approved scheme, has been waived off and is shown as extraordinary items in the profit and loss account. As per the approved scheme, the interest on fixed deposits has been waived off.

4.2 Short term loans from others represent loans and inter corporate deposits from friends, relatives & others.

5. Current liabilities

Based on the information available with the Company, no amount is payable to Micro & Small Enterprises as defined under the MSMED Act, 2006. Further, no interest during the year has been paid or payable under the terms oftheMSMED Act, 2006.

6. Fixed Assets

6.1 During the year, the company has made addition to fixed assets of Rs. 438.79 lacs (Previous year Rs.163.02 lacs). Additions to fixed assets put to use have been capitalized. Depreciation on fixed assets is provided from the subsequent month after the asset is put to use. Fixed assets installed and put to use have been certified by the management.

6.2 Leasehold land is not amortised in view of para 1(c) of Accounting Standard on Leases (AS-19) issued by The Institute of Chartered Accountants of India defining scope of the standard.

7. Investments

The fall in value of investments, in unquoted shares and in respect of losses in subsidiary companies, has not been provided, as this, in view of managements perception, is temporary.

8. Inventories

The i nventory of stocks, stores and spares has been taken, valued and certified by the management.

9. Bank Balances

Bank balances of Rs. 28.52 lacs (Previous year Rs. 76.33 lacs) in deposit accounts are pledged as margin money.

10. Miscellaneous expenditure

The miscellaneous expenditure of Rs. 142.38 Lacs (Previous Year Rs. 139.38 lacs) includes Rs. 104.22 Lacs in respect of capital issue expenses remaining un-adjusted and Rs 38.16 lacs towards marketing expenses benefits of which are expected over a period of five years.

11. In the opinion of directors, the current assets, loans and advances are of the value stated except otherwise stated in the accounts, if realized in the ordinary course of business and the provision for depreciation and for all known liabilities is adequate and considered reasonable.

12. Balances of sundry creditors, secured and unsecured loans, sundry debtors, bank balances, loans and advances and security deposits are subject to confirmation.

13. During the year an amount of Rs. 11.24 Lacs was deposited in Investor Education and Protection Fund.

14. The application for compounding of various offences under provisions of the Companies Act, 1956 is pending with the Central Govt.



II. CONTINGENT LIABILITIES

(Rs. in lacs)

As at As at 31st March 2010 31st March 2009

Bank Guarantees 28.52 76.33

Pending settlement with banks/ institutions/Fixed Deposits- Nil 8004.48 Interest not provided

Accumulated dividend on preference shares 3.26 2.10

Claim againstthe Company not acknowledged as debt 338.51 359.98

Liability, if any, arising out of legal cases filed against Amount not Amount not the company by parties. ascertainable ascertainable



Note:-

a. The above remuneration paid to managerial persons is subject to approval from the Central Govt, under Section II (A) (ii) of Part II of Schedule XIII of the Companies Act, 1956. The remuneration paid is lower than minimum as allowed underthe Act.

b. Remuneration paid to directors during the years ending 31.03.2006 to 31.03.2009 amounting to Rs. 153.33 lacs is subject to approval from Central Govt.

c. In view of losses during the year, the managing director has been paid a salary of Rs. 12.75 lacs, out of approved salary of Rs. 60.20 lacs. Balance salary of Rs. 47.45 lacs has been forgone by him and hence not provided in the accounts.

2. Remuneration to auditors

3. Extraordinary items of Rs. 3385.77 Lacs represents liability waived off in respect of fixed deposit holders pursuant to approved scheme of compromise and arrangement with fixed deposit holders.

6. Taxation

No Provision for current Income tax has been made in view of loss during the year.

7. Expenses include Rs. 32.05 lacs (Previous Year Rs. 25.93 lacs) as expenses (net) relating to earlier years.

8. Sales Tax assessments for earlier years are in progress. Demand, if any, shall be accounted for, on the completion of assessments.

9. Dividend

No dividend is provided on equity/preference share capital in view of loss during the year.

10. Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout.

11. Segment Reporting

As the Companys business activity falls within a single primary business segment viz. "Pharmaceuticals" the disclosure requirements of Accounting Standards (AS-17) "Segment Reporting", issued by The Institute of Chartered Accountants of India are not applicable.

13. Deferred Tax Liability/ (Asset)

As required by Accounting Standard "Accounting for taxes on income" i.e. (AS-22) issued by the Institute of Chartered Accountants of India, deferred tax asset on losses during the year, is not recognized as a matter of prudence.

14. Impairment

It is the view of management that there are no impairment conditions that exist as on 31 st March, 2010. Hence, no provision is required in the accounts for the year under review.

15. Related party disclosures

Disclosure as required by accounting standard "Related Party Disclosures" (AS-18) issued by the institute of Chartered Accountants of India are given here under:

* Production of Drugs & Drug Intermediates is net of Captive Consumption of 21.452 MT (Previous Year 9.572 MT)

** Inclusive of free samples & free of cost quantity distributed i.e. 129.91 Nos/Lacs(Previous year 64.69 Nos/Lacs)

*** Inclusive of free of cost quantity i.e. 18922 Nos/Units(Previous year 7385 Nos/Units) (Quantitative details and installed capacity are as certified by management)