* The Company had recognised ' 600 lakhs as an impairment loss in prior years in respect of certain investment properties in the leasing segment due to the impact of Covid-19 Pandemic. The Company updated its business projections taking into account revised forecasts for the future periods for the purpose of determining the revised recoverable amount of Investment Property as at March 31, 2023 and accordingly reversed impairment loss of ' 600 lakhs that was recognised as an exceptional item.
The fair value of investment properties is based on discounted cash flows and classified as level 3 fair value in the fair value hierarchy due to the use of unobservable inputs. There has been no change in valuation techniques used since prior year. The valuations are performed by an independent registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.
Under the DCF method, fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. This method involves the projection of a series of cash flows on a real estate property interest. To this projected cash flow series, a market-derived discount rate is applied to establish the present value of the income stream associated with the asset.
The duration of the cash flows and the specific timing of inflows and outflows are determined by events such as rent reviews, lease renewal and related re-letting, redevelopment, or refurbishment. The appropriate duration is typically driven by market behaviour that is a characteristic of the class of real estate property. Periodic cash flow is typically estimated as gross income, non-recoverable expenses, collection losses, lease incentives, maintenance cost and other operating and management expenses. The series of periodic net operating income, along with an estimate of the terminal value anticipated at the end of the projection period, is then discounted.
(b) Terms/ rights attached to equity shares
The Company has only one class of equity shares having a par value of ' 10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting.
In event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(e) Shares issued for consideration other than cash and reserved for issue under options
The Company has issued total 17 lakhs shares (March 31,2023: 18 lakhs shares) during the period of 5 years immediately preceding the reporting date on exercise of options granted under Employee Stock Option Plan “(ESOP)” wherein part consideration was received in the form of employee services.
Note 1: Includes term loans from banks secured by way of assignment of project receivables ' 101 lakhs (March 31, 2023: ' 2,031 lakhs) and further secured by collateral security of underlying land, building and movable property, plant and equipment and investment property. The loans are repayable in 3 quarterly instalments of ' 34 lakhs each from 35 months from the balance sheet date.
Note 2: Includes term loan from banks by way of mortgage of project properties and future lease rentals ' 1,74,505 lakhs (March 31, 2023: ' 1,40,456 lakhs). The loans are repayable within 12-177 instalments ranging from ' 14 lakhs to 864 lakhs for various loans.
Note 3: As at the year end, there were no instance of any creation of charges or satisfaction of charges which are yet to be registered with Registrar of Companies.
32 Commitments and contingencies
a. Commitments
(i) The Company has given ' 39,944 lakhs (March 31, 2023: ' 35,930 lakhs) as advances/deposits for purchase of land/ joint development. Under the agreements executed with the land owners, the Company is required to make further payments and/or give share in area/ revenue from such development in exchange of undivided share in land based on the agreed terms/ milestones.
(ii) In connection with Company’s investments in certain subsidiaries, the Company has entered into shareholders agreement with other shareholders wherein it has certain commitments including further investment in accordance with the terms of the agreement.
(iii) The Company has entered into a power purchase agreement with a party wherein the Company has committed minimum purchase of power.
(iv) The Company is committed to provide financial support to some of its subsidiaries to ensure that these entities operate on going concern basis and are able to meet their debts and liabilities as they fall due.
(v) At March 31,2024, the estimated amount of contract remaining to be executed on capital account not provided for is ' 40,730 lakhs (March 31,2023: ' 7,870 lakhs)
b. Contingent liabilities
|
|
March 31,2024
|
March 31,2023
|
Claims against the Company not acknowledged as debts
|
|
|
- Income tax
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13
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13
|
- Sales tax / Value added tax/ Entry tax
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1,486
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1,486
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- Service tax (net of ' 29 lakhs provided for)
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2,907
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2,907
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Letters of credit and Bank guarantees
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2,526
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2,330
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Corporate Guarantees/Letter of Comfort given to subsidiaries (Restricted to extent of loan amounts outstanding)
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45,004
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50,843
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c. Other Litigations:
(i) The Company has paid land advances of ' 860 lakhs that are under litigation. The underlying loans and advances are considered as good and recoverable based on legal evaluation by management of ultimate outcome of legal proceedings.
(ii) Apart from the above, the Company is also subject to certain legal proceedings and claims, which have arisen in the ordinary course of business, including certain litigation for commercial development or land parcels held for construction purposes, either through joint development arrangements or through outright purchases. These cases are pending with various courts and are scheduled for hearings. After considering the circumstances and legal evaluation thereon, the management believes that these cases will not have an adverse effect on the standalone financial statements.
Note: The Company does not expect any reimbursement in respect of the above contingent liabilities and it is not practicable to estimate the timing of the cash outflows, if any, in respect of aforesaid matters and it is not probable that an outflow of resources will be required to settle the above obligations/claims.
c. Other transactions:
1 The Company has made donation to BFT of ' 600 lakhs (March 31,2023: ' 620 lakhs) & IMET of ' 39 lakhs (March 31,2023: Nil)
2 The Company has paid ' 1,867 lakhs (March 31, 2023: ' 94 Lakhs ) to M.R. Jaishankar towards its share of collections from Brigade Atmosphere Project & Brigade Oak tree Project (Joint Development Project).
3 The Company has invested ' 381 lakhs as capital contribution in BILLP. Also refer Note 6 with respect to the carrying value of investments.
4. The Company has entered into various reimbursement of expense and income transactions with related parties whereby the total reimbursement expenses received is ' 1,089 lakhs (March 31,2023: ' 777 lakhs), total reimbursement expenses paid is ' 3 lakhs (March 31,2023: ' 1 lakh) and the total reimbursement income received is ' 12 lakhs (March 31,2023: ' 35 lakhs)
d. Other information:
Outstanding balances at the year-end for loans and advances are unsecured and carry interest upto 12% and settlement occurs in cash. The Company has not recorded any provision/ write-off of receivables relating to amounts owed by related parties.
Note: In respect of the transactions with the related parties, the Company has complied with the provisions of Section 177 and 188 of the Companies Act, 2013 where applicable, and the details have been disclosed above, as required by the applicable accounting standards.
36 Share based payments
The Company provides share-based payment schemes to its employees. The relevant details of the scheme and the grants are as below:
Employees Stock Option Scheme (‘ESOP 2017’): The Company instituted this scheme pursuant to the Board of Directors and Shareholders’ resolution dated August 08, 2017 and September 21,2017, respectively. As per ESOP 2017, the Company granted 25,16,597 (till March 31,2023: 25,16,597) options comprising equal number of equity shares in one or more tranches to the eligible employees of the Company and its subsidiaries. The options would vest equally 25% every year with exercise period of five years from the date of respective vesting. The contractual life (comprising the vesting period and the exercise period) of options granted is 9 years from date of such grant.
Employees Stock Option Scheme (‘ESOP 2022’): The Company instituted this scheme pursuant to the Board of Directors and Shareholders’ resolution dated March 25, 2022 and May 4, 2022, respectively. As per ESOP 2022, the Company granted 13,37,658 (till March 31,2023: 13,37,658) options comprising equal number of equity shares in one or more tranches to the eligible employees of the Company and its subsidiaries. The options would vest equally 25% based on the individual performance every year , with exercise period of five years from the date of respective vesting. The contractual life (comprising the vesting period and the exercise period) of options granted is 9 years from date of such grant.
The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.
37 Segment reporting
The Company is organised into 2 Strategic Business Units (SBUs) based on risks and rates of return of the products and services offered by those SBUs as per Ind AS 108 as follows: Real Estate and Leasing. The management reviews operating results of SBUs separately for the purpose of making decisions about resource allocation and performance assessment. Also, the Company's financing activities (including finance costs and finance income) and income taxes are managed at corporate level and are not allocated to operating segments. Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. There have been no transfers between levels during the period.
The management assessed that the carrying values of cash and cash equivalents, trade receivables, current investments, current loans, trade payables, current borrowings and other current financial assets and liabilities approximate their fair values largely due to the short-term maturities.
The following methods and assumptions were used to estimate the fair values:
- Refer note 4 with respect to investment properties
- The quoted investments (mutual funds) are valued using the quoted market prices in active markets.
- The fair values of the unquoted equity shares have been estimated using a DCF model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management’s estimate of fair value for these unquoted equity investments.
39 Capital management
The Company’s objectives of capital management is to maximize the shareholder value. In order to maintain or adjust the capital structure, the Company may adjust the return to shareholders, issue/ buyback shares or sell assets to reduce debt. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.
The Company monitors capital using a gearing ratio, which is net debt divided by total equity plus net debt as below.
- Equity includes equity share capital and all other equity components attributable to the equity holders
41 Financial risk management objectives and policies
The Company’s principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade, other receivables and cash and cash equivalents and bank balances other than cash and cash equivalents that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s management oversees the management of these risks and ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives.
i. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and other price risk, such as equity price risk and commodity/ real-estate price risk.
The sensitivity analysis in the following sections relate to the position as at March 31, 2024 and March 31, 2023. The sensitivity analysis has been prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt. The analysis excludes the impact of movements in market variables on the carrying values of gratuity and other post retirement obligations/provisions.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31,2024 and March 31,2023.
Interest rate risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in interest rate. The entity’s exposure to the risk of changes in interest rates relates primarily to the entity’s operating activities (when receivables or payables are subject to different interest rates) and the entity’s net receivables or payables.
The Company is affected by the price volatility of certain commodities/real estate. Its operating activities require the ongoing development of real estate. The Company’s management has developed and enacted a risk management strategy regarding commodity/real estate price risk and its mitigation. The Company is subject to the price risk variables, which are expected to vary in line with the prevailing market conditions.
Interest rate sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in interest rates, with all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of non-current and current borrowings and other current and non current financial liabilities.
The Company invests surplus funds in liquid mutual funds. The Company is exposed to market price risk arising from uncertainties about future values of the investment. The Company manages the equity price risk through investing surplus funds in liquid mutual funds for short term basis.
The table below summarises the impact of increase/decrease of the Net Asset Value (NAV) on the profit for the year. The analysis is based on the assumption that the NAV price would increase 5% and decrease by 5% with other variable constant.
ii. Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments if a counterparty defaults on its obligations. The Company’s exposure to credit risk arises majorly from trade receivables/unbilled revenue and other financial assets.
Other financial assets like security deposits, loans and bank deposits are mostly with employees, government bodies and banks and hence, the Company does not expect any credit risk with respect to these financial assets.
With respect to trade receivables/unbilled revenue, the Company has constituted teams to review the receivables on periodic basis and to take necessary mitigations, wherever required. The Company creates allowance for all unsecured receivables based on lifetime expected credit loss (‘ECL’).
45 Shares issued under QIP
On June 21, 2021, the Company launched the offering of its equity shares through a qualified institutions placement (“QIP”) in accordance with the provisions of Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”). Pursuant to QIP, the Company received an amount of ' 50,000 lakhs against the issue of 1,86,56,716 equity shares of face value of ' 10 each to qualified institutional buyers and the same were allotted and listed for trading on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from June 25,2021.
46 Additional Disclosures
(a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(b) Transactions and balances with companies which have been removed from register of Companies [struck off companies] as at the above reporting periods is Nil.
(c) The Company has not traded/invested in Crypto currency.
(d) No funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(e) 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 persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediaries shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“ Beneficiaries”) or provide any guarantee, security or the like on behalf of the Beneficiaries.”
(f) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(g) The Company is not a declared wilful defaulter by any bank or financial Institution or other lender.
(h) During the year, the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantees to companies, firms, Limited Liability Partnerships or any other parties are not prejudicial to the Company’s interest.
47 The Company has defined process to take daily back-up of books of account in electronic mode on servers physically located in India. Further, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software, except that audit trail feature is not enabled for certain changes made using administrative access rights to the SAP S/4 HANA application and the underlying database. Further no instance of audit trail feature being tampered with was noted in respect of the accounting software.
The management is taking steps to ensure that the books of account are maintained as required under the applicable statute.
48 Standards issued but not yet effective
There are no standards that are notified and not yet effective as on the date.
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