Your directors are pleased to present the 107^th Annual Report of your company together with the Audited Balance Sheet and Profit & Loss Account for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended 31^st March, 2023 is summarized below:

2. STATE OF COMPANY’S AFFAIR AND NATURE OF BUSINESSi) Textiles and Real Estate Division

The revenue from the textile's activity was '22,614 Lakhs (Rupees Twenty Two Thousand Six Hundred and Fourteen Lakhs) as compared to '15,962 Lakhs (Rupees Fifteen Thousand Nine Hundred Sixty-Two Lakhs) in the previous year. The operating profit for the year was '1,668 Lakhs (Rupees One Thousand Six Hundred and Sixty Eight Lakhs) against '1,064 Lakhs (Rupees One Thousand and Sixty Four Lakhs) in the previous year.

The revenue from real estate and related activity was '3,351 Lakhs (Rupees Three Thousand Three Hundred Fifty-One Lakhs) as compared to '3,943 Lakhs (Rupees Three Thousand Nine Hundred Forty-Three Lakhs) in the previous year. The operating profit for the year was Rs 2,993 Lakhs (Rupees Two Thousand Nine Hundred and Ninety Three Lakhs) as against '3,583 Lakhs (Rupees Three Thousand Five Hundred and Eighty-Three lakhs) in the previous year.

ii) Land Development at Dadar

The Company has obtained renewed Occupation Certificate (OC) in 2022 including for upper floors of 'The Ruby' tower at Dadar, Mumbai. The building which was earlier approved under the Development Control Regulations 1991 (DCR 1991) is now converted under the current regulations i.e., Development Control and Promotion Regulations 2034 (DCPR 2034). The Company has made payment of requisite premium to the Municipal Corporation of Greater Mumbai (MCGM) and the State Government. This approval shall enable the company to unlock the real estate value of the tower in coming years.

3. DIVIDEND

The Board of Directors at their meeting held on 30^th May, 2023 have approved and recommended payment of final dividend of 25% i.e., INR 1.25/- per equity share on 3,34,40,000 fully paid up equity shares of '5/- each aggregating to 4,18,00,000/- subject to TDS for the financial year ended 31st March, 2023 ('final dividend'), subject to approval of the members at the ensuing AGM.

4. BONUS

The Board at its meeting held on 10th August, 2022 recommended issue of Equity Bonus Equity Shares of ' 5/- (Rupees Five Only) each as fully paid up Bonus Equity Shares, in the proportion of One (1) Equity Share of '5/- (Rupees Five Only) each for every one (1) existing Equity Shares of '5/- each held by the shareholders of the Company as on record date i.e., 26th September, 2022 subject to the approval of shareholders by way of Postal Ballot.

However, Member's approval were sought for approving the following Special Businesses i.e.,

(i) Increase in Authorised Share Capital of the Company and consequential amendment in Memorandum of Association of the Company.

(ii) Issue of Bonus equity shares.

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Board of Directors by way of passing circular resolution on September 27, 2022 have allotted 1,67,20,000 Bonus Equity Shares of '5/- (Rupees Five Only) each as fully paid up Bonus Equity Shares, in the proportion of One (1) Equity Share of '5/- (Rupees Five Only) each for every one (1) existing Equity Shares of '5/- each, to the eligible members whose names appeared in the Register of Members/ List of Beneficial Owners maintained by the Registrar and Share Transfer Agent (RTA) of the Company as on Monday, September 26, 2022, i.e. Record Date fixed for this purpose.

Consequently, the paid-up Equity Share Capital of the Company stands increased from '8,36,00,000/-divided into 1,67,20,000 Equity Shares of '5/- each fully paid up to '16,72,00,000/- divided into 3,34,40,000 Equity Shares of '5/- each fully paid up.

5. TRANSFER TO RESERVES

No amount has been transferred to General Reserve.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate or joint venture company.

7. DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 73 of The Companies Act, 2013 and rules framed there under.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL(i) Directors

Appointment / Reappointment

• Shri. Bharat Shah (DIN: 00071248), Managing Director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible for reappointment and not being disqualified under Section 164 of the Companies Act, 2013, offers himself for re-appointment. The Board recommends his re-appointment.

• A proposal for re-appointment for a period of five years from 1st April 2024 to 31st March 2029 and approval of remuneration for a period of three years from 1st April 2024 to 31st March 2027 was placed before the Board at the Board meeting held on 30^th May, 2023 for the following Directors:

a) Shri. Hiren M. Shah, Executive Chairman

b) Shri. Bharat M. Shah, Managing Director

c) Shri. Viraj M. Shah, Managing Director

Resignation/ Cessation:

There was no resignation/ Cessation during the year under review.

(ii) Key Managerial Personnel Appointment/Reappointment

The Board on recommendation of Nomination and Remuneration Committee appointed Ms. Anuradha Tendulkar as the Company Secretary and Compliance officer of the Company with effect from 7^th May 2022.

Resignation/Cessation

Shri Purav Shah was ceased to be the Compliance Officer of the Company with effect from 7th May 2022.

(iii) Declaration by Independent Directors

The Company has received the necessary declarations from each of the Independent Directors of the Company pursuant to Section 149(7) and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Each of them meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and relevant Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board has carried out the annual performance evaluation of its own performance and other Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment.

Performance evaluation of independent directors was done by the entire board, excluding the independent director.

In a separate meeting of Independent directors held on 16^th March 2023, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was reviewed and evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors.

(v) Number of Board Meetings

During the year under review, the Board met 6 (Six) times on the following dates 7^th May 2022, 30^th May, 2022, 10^th August, 2022, 23^rd September 2022, 08^th November, 2022 and 13^th February 2023. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2022-23 are given in the Corporate Governance Report forming part of this Integrated Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations.

9. DIRECTOR’S RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31^st March, 2023 and state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis; and

v. The Directors had laid down proper systems of internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

The potential candidates for appointment to the Board including Independent Directors appointed during the year are, inter alia, evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Company's vision, mission, values and, prominence in business, institutions or professions and, professional skill, knowledge and expertise and, financial literacy and such other competencies and skills as may be considered necessary. In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under the Act, the Listing Regulations and other applicable regulations and guidelines.

The policy of which has been uploaded on the Company's website at the following link: https://www.rubymills. com/uploads/investor-reports/1409223679 Nomination-and-Remuneration-Policy.pdf

For further details on the policy, please refer to the Corporate Governance report which forms part of the Annual report. No changes in the Nomination and Remuneration policy were made during the year under review.

11. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report which forms part of this report.

12. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviour. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. which has been uploaded on the Company's website at the following link - https://www.rubymills.com/ uploads/investor-reports/1255509256 Microsoft-Word-WBP-Final.pdf

The Whistle Blower Policy aims to:

a. allow and encourage stakeholders to bring to the management's notice concerns about unethical behaviour.

b. ensure timely and consistent organisational response.

c. build and strengthen a culture of transparency and trust.

d. provide protection against victimisation.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

During the year under review no employee was denied access to the Chairman of the Audit Committee.

13. RISK MANAGEMENT

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Company has a disciplined process for continuously assessing risks, in the internal and external environment along with minimising the impact of risks.

The objective of Risk Management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholder expectations proactively and improve organisational resilience and sustainable growth.

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and has defined a structured approach to manage uncertainty and to make use of these in their decisionmaking pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. At present there is no identifiable risk which in the opinion of the Board may threaten the existence of the Company.

The Risk Management Policy has been uploaded on the website of the company on following link: https://www. rubymills.com/uploads/investorreports/117263501_Microsoft-Word-Risk-Management-Policy.pdf

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in “Annexure A" which forms part of this Report.

15. ANNUAL RETURN

Annual Return for the financial year ended 31st March, 2023 made under the provisions of Section 92(3) of the Act is uploaded on the website of the Company and link for the same is https://www.rubymills.com/uploads/ investor-reports/1383818504 RML Annual%20Return%202022-23.pdf

16. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on the CSR activities undertaken during the financial year ended 31st March, 2023 in accordance with the Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules") is set out in “Annexure B" to this Report. The details pertaining to composition of audit committee are included in the Corporate Governance Report which forms part of this report.

For other details regarding the CSR Committee and the policy, please refer to the Corporate Governance Report, which forms part of this report. The Corporate Social Responsibility policy has been uploaded on the Company's website at the following link https://www.rubvmills.com/uploads/investor-reports/231775630 Microsoft-Word-Fina-lCSR-Policy.pdf .

No changes were made in the CSR policy during the year under review.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations.

18. AUDITORS(i) Statutory Auditors

At the 106^th Annual General Meeting held on 23^rd September, 2022, the Members approved reappointment of M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-100036) to hold office from the conclusion of the 106^th Annual General Meeting until the conclusion of the 111^th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

The Report given by M/s. CNK & Associates LLP, Statutory Auditors on the financial statements of the Company for the financial year 2022-23 is part of this Annual Report. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

(ii) Reporting of Frauds by Statutory Auditors Under Section 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014

(iii) Secretarial Auditor

The Board has appointed M/s. Vikas R. Chomal & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Report of the Secretarial Audit Report is annexed herewith as “Annexure C". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(iv) Cost Auditor and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the accounts and records are required to be maintained by the Company, in respect of various manufacturing activities and are required to be audited. Accordingly, such accounts and records are maintained in respect of various manufacturing activities. Shri. Dakshesh H. Zaveri, Cost Accountant has been appointed as Cost Auditor of the Company for the FY 2022-23 to carry out the Cost Audit, for auditing cost accounting Records in respect of the Textile Segment of the Company and to submit Cost Audit Report to the Board as required under Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Amendment Rules, 2014. Accordingly, a resolution seeking the members' ratification for the remuneration payable to Shri. Dakshesh H. Zaveri, Cost Auditors, in terms of the resolution proposed to be

passed, is included in the Notice convening the Annual General Meeting of the Company.

(v) Internal Auditor

Pursuant to provisions of Section 138(1) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors of the Company in their meeting held on 08^th November, 2022 has appointed M/s Aneja Associates, Chartered Accountants as Internal Auditor of the Company for the Financial Year 2022- 23 on the remuneration of Rs 12,00,000 per annum and such other terms and conditions as may be mutually decided by the Board and the Internal Auditor.

19. (i) Green Initiatives

Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company will be sending Annual Report through electronic mode i.e., email to all the shareholders who have registered their email addresses with the Company or with the Depository to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

(ii) Human Resources

Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

(iii) Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental Regulations and preservation of natural resources. There was no major accident during the year.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

There are adequate internal financial controls in place with reference to the financial statements. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.

22. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions entered into by your Company during the Financial Year 2022-23 were on arm's length basis and in the ordinary course of business. There is no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company. Prior approval of the Audit Committee and the Board of Directors of the Company was obtained for all the Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Attention of Shareholders is also drawn to the disclosure of transactions with related parties as set out in Note No.48 of Financial Statements, forming part of the Annual Report.

23. PARTICULARS OF EMPLOYEES:

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure D" and forms a part of this Report of the Directors.

There were no employees drawing remuneration of Rupees One Crore and Two Lakhs per annum or more or Rupees Eight Lakhs Fifty Thousand per month or more during the year under review. However, Shri. Hiren M. Shah (DIN: 00071077), Executive Chairman, Shri. Bharat M. Shah (DIN: 00071248), Managing Director and Shri. Viraj M. Shah (DIN: 00071616), Managing Director drew a remuneration of '194.29 Lakhs per annum. each and Mr. Purav H Shah (DIN: 00123460) Chief Executive Officer and Chief Financial Officer of the Company, Executive Director drew a remuneration of '111.34 Lakhs per annum during the year under review.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexual harassment of women employees at workplace. There was no cases / complaint received during the year under review.

25. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to financial statements provided in this Annual Report.

26. DISCLOSURE REQUIREMENTS

As per relevant regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report with auditor's certificate thereon and Management Discussion and Analysis are attached, which form part of this Annual Report.

27. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

I. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

II. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

III. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

IV. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.

V. During the year under review, there are no instances of loan borrowed from Directors by the company. Therefore, no declaration is required under Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules 2014.

VI. During the year under review, there was no occasion where the Board has not accepted any recommendation of the Audit Committee.

VII. During the year under review, there has been no pendency of any proceedings against the company under the Insolvency and Bankruptcy Code, 2016.

VIII. During the year under review, there have been no instances of one time settlement with any bank or financial institution.

IX. During the year under review, there has no been Preferential issue or Qualified Institution Placement(QIP")

28. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of Company's business during the year under review.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the rules') as amended up to date, after completion of seven years, all the unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government.

Further, according to the said Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the dematerialisation account of the IEPF Authority.

30. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF:

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to '73,557 (Rupees Seventy Three Thousand Five Hundred and Fifty Seven) lying unclaimed for a period of seven years was transferred during the financial year 2022-23 to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Members are requested to note that even after the transfer to IEPF as above said, the unclaimed dividend amount and the shares transferred to IEPF Suspense Account, both, can be claimed by making an online application in Form IEPF-5 and sending the physical copy of the same duly signed (as per specimen signature registered with the Company/RTA) along with requisite documents enumerated in the said Form IEPF-5 to the Company at its registered office or to the RTA.

The IEPF Rules and the application form (Form IEPF-5), as prescribed by the Ministry of Corporate Affairs are available on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

31. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year 2022-23, your Company has complied with applicable Secretarial Standards i.e., SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively as notified by the Institute of Company Secretaries of India.

32. SEGMENTS:

The Company has two segments namely Textile and Real Estate & related. The Statement of accounts prepared and submitted are therefore of two segments.

33. OTHER DISCLOSURES:I. Dues from Developers:

Post Covid 19, the last 15 months the Indian economy has been resilient Commercial activity has picked up leading to consolidation of Commercial Office Space. Post our renewed Occupation Certificate (OC) for the tower in January 2022 under DCPR 2034 for a few large transactions have been executed. During the year 2023-2024 in discussion for Lease / Sale of Large Space to reputed Indian and Foreign Companies which shall be concluded.

The Dues from Developer for the year ended 2022 were substantially reduced after incurring a huge premium cost for fungible FSI of over '100 crores to obtain the renewed OC thus have been reduced from '682.58 Crores as on 31 March, 2021 to '635.77 Crores as on 31 March 2022 and further reduced to '536.26 Crores as on 31 March 2023.

With the current pipeline of transaction a further reduction of 20% is expected in the current year and given the valuation of balance inventory which is more than adequately covers the Developers Due. There will be no difficulty in recovering the balance dues from Developer.

II. A Sum of '10,100.00 Lakhs is advance against Sale of Property directly from a prospective buyer for proposed Sale of a premises on Freehold Land under “Buildings". Out of the total consideration agreed, a substantial balance was receivable. Meanwhile, certain disputes and differences have arisen between the prospective buyer and their bankers on account of which the Company is indirectly affected. In the absence of payment of the balance consideration and inter alia with the accounts of the prospective buyer becoming a NPA with its bankers and the said advance becoming the subject matter of legal proceedings between the prospective buyer and their Bankers, including proceedings before the Debts Recovery Tribunal, NCLT and also criminal proceedings. In the said recovery proceedings between the prospective buyer and it Bankers, the Company has unnecessary been involved.

SBI petition in NCLT was admitted & RP was appointed. The Company placed facts in the correct prospective and filed the intervening application which is taken up for hearing wherein the Company offered '10,100 lakhs. During the hearing the RP produced Supreme Court order in certain proceedings between SBI and Axis Bank.

As advised the Company filed an Intervening Application in Supreme Court and further filed the Applications to hand over the fixed Deposit of '7,850 lakhs to the Registrar of Supreme Court, pending the dispute between the SBI & Axis bank.

III. Development Agreement:

a. In terms of the Development Agreement (DA) entered into in an earlier year granting rights to develop part of the Freehold land at Dadar a Commercial Tower is developed and with further agreements/ understandings between the Company and the Developer, any cost of construction incurred by the Company and such further costs (including interest on borrowings for the said construction) that may be incurred by the Company for the development of the above referred to area is to be reimbursed by the Developer. Accordingly, the cost incurred by the Company upto 31st March, 2023 for the construction (net of amounts received from the developer in terms of the DA) amounting to 46114.17 lakhs (31st March, 2022. 57,354.44 lakhs) is shown as “Due from developer under Note 13 and 7,478.32 lakhs (31st March, 2022.6,179,52 lakhs) is shown as “Due from developer" under Note 21;

b. The Company had paid the cost of construction for the area retained. Upon receipt of Occupation Certificate in January 2022, the Company has capitalised the Cost amounting to '3,851.34 lakhs for such area in the said year ended 31 March 2022.

c. The proportionate carrying cost of 12.204 square meters of land is .0.93 lakhs as on 31st March, 2023 (31st March, 2022. 0.93 lakhs), in respect of which the Development Rights are granted, is included under “Freehold Land (under development)" under “Property, plant and equipments" in Note 4;

d. Further, the consideration for the Grant of the Development Rights is based on the specified percentage of the revenue received by the Developer (in terms of the DA), irrespective of the completion of construction/handing over the possession of the said constructed area to the Purchasers/Licensees and reflected as “Grant of Development Rights" in the Statement of Profit and Loss. The DA does not contemplate a transfer or an intention to transfer the ownership or possession of the said land at present and the same continues to remain with the Company.

e. Post obtaining the full OC for this Tower, the Company would be able to recover the entire. amount in next 2 to 3 years based on further monetizing of unsold inventories of the Tower which has full OC The value of unsold inventories of Tower is double the amount due from Developer, which shall enable the Company to recover dues at all the times.

34. ACKNOWLEDGEMENT

Your directors thank all the shareholders, all employees of the Company, customers, suppliers, Government Authorities, Financial Institutions and bankers for their continued support.

You Directors look forward to their continued support in future.