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NOTES TO ACCOUNTS

Bharat Agri Fert & Realty Ltd.

You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (₹) 147.89 Cr. P/BV 3.07 Book Value (₹) 9.11
52 Week High/Low (₹) 74/27 FV/ML 1/1 P/E(X) 161.64
Bookclosure 26/09/2024 EPS (₹) 0.17 Div Yield (%) 0.00
Year End :2025-03 

Terms/rights attached to equity shares

The company has only one class of equity shares having par value of INR 1 per share (previous year Rs.1 per share). Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends 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.

The Board of Directors have not recommended dividend for the financial year 2024-25 (P.Y Rs 0.05/- per fully paid up share).

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distributionof all preferential amounts.

The distribution will be in proportion to the number of equity shares held by the shareholders.

iv. # The Company had equity shares having face value Rs.10/-. Vide Extra ordinary meeting dated 28/02/2023, the equity shares having face value Rs.10 has subdivided to Re 1 per share.

v. Aggregate number of equity shares issued as bonus, shares issued for consideration otherthan cash and shares bought back duringthe period of five years immediately preceding the reporting date: NIL (previous period of five years ended March 31, 2024: NIL)

vi. None of the above shares are reserved for issue under options and contracts or commitments for the sale of shares or disinvestment, including the terms and amounts.

The Company created a General Reserve in earlier years pursuant to the provisions of the Companies Act wherein certain percentage of profits were required to be transferred to General Reserve before declaring dividends. As per Companies Act 2013, the requirement to transfer profits to General Reserve is not mandatory. General Reserve is a free reserve available to the Company.

i. Amounts received before the related performance obligation is satisfied are included in the balance sheet (Contract liability) as “Advances received from Customers" in (Refer Note 23 ) Other Current Liabilities.

ii. Wembley, Majiwada's tallest and most prestigious residential tower, redefining luxury living in the heart of Thane. More than just a residence, Wembley24 stands as a symbol of prestige and sophistication, offering panoramic views of the bustling city and serene landscapes from every meticulously designed apartment.

Total units in project: 240 units Cumulative units sold: 16 units

Total Sales Value: INR 2098.10 lakhs of which INR 1027.33 lakhs is received. Revenue will be recognized basis IND AS 115 accounting for the Project.

iii. Project wembley is proposed to be completed by 31.12.2028.

iv. During the year ended 31st March 2025, the Company has not recognised revenue (Previous Year: K NIL) which relates to performance obligations satisfied in earlier periods.

A Characteristics of defined benefit plans: Gratuity

The company provides for gratuity for employees in india as per the Payment of Gratuity Act, 1972. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by number of years of service. The same is payable on termination of service or retirement whichever is earlier. The benefit vests after five years of continuous service. The Company has provided the gratuity liability based on Acturial Valuation.

Defined contribution plans

The company also has defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the period towards defined contribution plan is INR 21.69 Lakhs (March 31, 2023: INR 4.86 Lakhs)

37. COMMITMENTS AND CONTINGENCIES

A. Commitments

Capital Commitments

Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

(Amount in INR Lakhs)

March 31, 2025

March 31, 2024

Property, plant and equipment

69.71

25.62

(Amount in INR Lakhs)

B. Contingent Liabilities

March 31, 2025

March 31, 2024

Income Tax 1

13.64

595.50

Bank Guarantee

7.00

7.00

Total

20.64

602.50

(In respect of the above contingent liabilities estimated timelines of the outflow (if any) can not be predicted and hence not provided by the Company)

* In respect of the contigent liability as at 31st March, 2025. The amount disclosed is only tax amount (i.e. without giving effect of interest, penalty or other fees).

(v) Terms and conditions of transactions with related parties

The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables and payables for the year ended March 31, 2025. This assessment is undertaken each financial year through examining the financial position of the related party and market in which the related party operates.

139. SEGMENT REPORTING |

Basis of identifying operating segments, reportable segments, segment profit and definition of each reportable segment:

(i) Basis of identifying Operating segments:

Operating segments are identified as those components of the Company

(a) that engage in business activities to earn revenues and incur expenses (including transactions with any of the Company's other components);

(b) whose operating results are regularly reviewed by the Company's executive management to make decisions about resource allocation and performance assessment; and

(c) for which discrete financial information is available.

The Company has three reportable segments as described under “segment composition" below. The nature of products and services offered by these businesses are different and are managed separately given the different sets of technology and competency requirements.

(ii) Reportable segments

An operating segment is classified as reportable segment if reported revenue (including inter-segment revenue) or absolute amount of result or assets exceed 10% or more of the combined total of all the operating segments.

(iii) Segment profit

Performance of a segment is measured based on segment profit (before interest and tax), as included in the internal management reports that are reviewed by the corporate executive management.

A. Based on the above,for management purposes, the Company is organized into following three business units based on the risks and rates of returns of the products offered by these unit as per Ind AS 108 on 'Operating Segment' :

Construction - sale of residential flats Fertilizers- sale of single super phosphate

Resort - Room / unit accomodation and services provided by theme based resort No operating segments have been aggregated to form the above reportable operating segment.

The Company's financing arrangements are monitored at the segment level. Accordingly, finance costs are allocated to the respective operating segments based on the related borrowings attributable to those segments. Finance income is also allocated to segments where it is directly attributable.

However, income taxes are managed on a Company-wide basis 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.

| No operating segments have been aggregated to form the above reportable operating segment.

Adjustments and eliminations

Finance income and costs are not allocated to individual segments as the underlying instruments are managed on a Company basis.

Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to those segments as they are also managed on a Company basis.

Capital expenditure consists of additions of property,plant and equipment, intangible assets and Capital work in progress.

B. Information about geographical areas Revenue from external customers

The Company is domiciled in India and have operations only in India. Hence, there is no geographical segment. Accordingly, no geographical segment wise disclosure is required under Ind AS 108 "Operating Segment".

The management assessed that the fair value of cash and cash equivalent, trade receivables, trade payables, and other current financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.

The fair values for loans, deposits and other non current financial assets were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the Fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.

The fair values of non current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

There have been no transfers among Level 1, Level 2 and Level 3 during the period Measurement

Level 1 - Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2 - The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3 - If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity shares included in level 3. There is no movement in items measured using unobservable inputs (Level 3)

iii. Valuation technique used to determine fair value

Specific Valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis

iv. Valuation processes

The finance department of the company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports direclty to the chief financial officer (CFO) and the audit committee(AC). Discussions of valuation processes and results are held between the CFO, AC and the valuation team at least once every three months, in line with the company’s quarterly reporting periods.

|41. FINANCIAL RISK MANAGEMENT |

The Company's Board of Directors has overall responsibilityfor the establishment and oversight of the Company's risk management framework. The board of directors is responsible for developing and monitoring the Company's risk management policies.

The Company's risk management policiesare established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherenceto limits. Risk management policies and systems are reviewed regularlyto reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The finance team oversees how management monitors compliance with the company's risk management policies and procedures, and reviews the adequacy ofthe risk management framework in relation tothe risksfaced bythe Company. Internalaudit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

The Company's activity exposes it to market risk, liquidity risk and credit risk. This note explains the sources of risk which the entity is exposed to and how the company manages the risk.

(A) Credit risk

Credit risk is the risk that the counterparty will not meet its obligations leading to a financial loss. Credit risk arises from cash and cash equivalents, financial assets carried at amortised cost and deposits with banks and financial institutions, as well as credit exposures to customers including outstanding receivables.

(a) Trade and Subsidy receivables

Credit risk has always been managed by the company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of business.

The company considersthe probabilityof default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information.

A default on a financial asset is when the counterparty fails to make contractual payments of when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

i. Provision for expected credit losses

The company follows 'simplified approach' for recognition of loss allowance on Trade andSubsidy receivables.

As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forwardlooking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed.

(b) Other Financial Assets

The company considersthe probabilityof default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information.

A default on a financial asset is when the counterparty fails to make contractual payments when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

The carrying amount of cash and cash equivalents, loans, deposits with banks and financial institutions and other financial assets represents the maximum credit exposure.

(B) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible,that it will always have sufficient liquidity to meet its liabilities when due.The Company consistently generated sufficient cash flows from operations to meet its financial obligations.

Management monitors rolling forecasts of the company's liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. In addition, the company's liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements.

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk such as commodity price risk.

(i) Foreign exchange rate and interest rate risk

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the import payables.

The Company evaluates exchange rate exposure arisingfrom foreign currencytransactions and follows established risk management policies and standard operating procedures to mitigate the risks.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates. The management is responsible for the monitoring of the Company' interest rate position. Various variables are considered by the management in strucutring the Company's borrowings to achieve a reasonable and competitive cost of funding.

However, during the periods presented in the financial statements, the Company has primarily borrowed funds under fixed interest rate arrangements with banks and financial institutions and therefore the Company is not significantly exposed to interest rate risk.

(iii) Inventory price risk

The company is exposed to the movement in price of principal finished product i.e Fertilizer. The main raw material i.e Rock Phosphate is imported from Egypt / Jordan and its price is variable depending upon exchange rate. Fertiliser being a seasonal as well as subsidized product; prices of fertilizer are monitered by government. Department of Fertilizer implemented "Direct Benefit Transfer" (DBT) system for eligibilityof subsidy on sale of fertilizer through POS machines. Company monitors the fertilizer prices on daily basis and formulates the sales strategy to achieve maximum realisation.

42. GOVERNMENT GRANT / SUBSIDY

The Company is eligible to receive subsidy from Department of Fertilizers (DOF) on single super phosphates granulated and powder Fertilizers at the rates notified from time to time.

Subsidy income is recorded based on the quantity sold i.e. when control of goods has been transferred to the buyer during the financial year.

Upon introduction of Direct BenefitTransfer (DBT) schemesfor all FertilizerCompanies,there is shift in procedureforgeneration of subsidy claims with respect to Price subsidy & disbursement thereon. As per the same, Company is entitled for generation of claims/receipt of subsidy on the basis of actual sale by the retailers on weekly basis through POS machines.

|44. CAPITAL MANAGEMENT |

For the purpose ofthe company's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders ofthe parent. The primary objective of the Company's capital management is to maximise the shareholder value.

The company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The company includes within debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents and other bank balances.

|Sr.No. Reason for variance

2Debt Equity Ratio increased as debt of the company has increased during the year, borrowed funds are for real estate division and expansion of resort division.

3 Debt service coverage ratio has improved due to repayment of short term borrowings.

4,9 & Return on equity, Return on capital emplyed and Net Profit ratio has improved compared to last year. Fertiliser division capacity utilization is less than 10% and

10 performance of resort division has improved as compared to last year.

11 In previous year the Company had sale of unquoted investment, no such sale took place in current year resulting in lower return on investment ratio as compared to previous year.

48. In the opinion of the Board, any of the assets other than Property, Plant and Equipment , Intangible assets and non-current investments do not have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated"

49. Company has repaid all working capital limits availed for fertiliser division during Q4 of FY 2023-24 and hence, no stock statement was required to be submitted to the bankers for the year 2024-25. Discrepancy to be reported under Clause L(ix) under Additional Regulatory Information applicable to a Company required to prepare Financial Statements under Division II Ind AS Schedule III of the Company's Act for the year 2023-24 is as follows

50. The Following disclosures are not applicable to the Company.

a) Disclosure where a company is a declared willful defaulter by any bank or financial Institution

b) Details of transaction not recorded in the books that has been surrendered or disclosed as income in the tax assessments

c) Details of Crypto Currency or Virtual Currency

d) Details of Benami Property held

e) Compliance with number of layers of companies

f) Compliance with approved Scheme(s) of Arrangements

The Company has not given any loans or advances in the nature of loans to directors, key managerial personnel, or any other officers of the Company, either severally or jointly

g) with any other person.

h) There are no amounts due from directors, key managerial personnel, or any other officers of the Company, either severally or jointly with any other person.

i) There have been no defaults in the repayment of loans or borrowings to banks, financial institutions, or any other lenders during the reporting period.

51. The Company has applied the borrowings from banks/financial institutions for the purposes for which the funds were obtained.

52. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

A. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

B. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

ii. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) 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.

53. The Company has performed the assessment to identify transactions with struck-off companies as at 31 March 2025 and identified that no such transactions with any struck-off company.

54. In case of a lander the Company has repaid the borrowed amount of Rs 7 lakhs, however the satifaction of charge is yet to be filed with ROC and as confimed by Company and the charges for Rs 5850 lakhs has been registered after 31-Mar-2025 (i.e. on 16-Apr-25 and 30-Apr-25) apart from the above instance, there are no other pending filings relating to creation, modification, or satisfaction of charges with the Registrar of Companies.

55. Exceptional Items includes one time loss due to drastic reduction in subsidy rates w.e.f 01.10.2023 and said reduction is applicable on unsold inventory of SSP fertiliser as per Ifms portal and POS mechanism under NBS policy.

56. Disclosure pursuant to regulation 34 (3) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 186 of the Companies Act,

2013 is not applicable to the Company as at 31.3.25

57. There have been no events after the reporting date that require disclosure in these financial statements.

58. Previous year's amounts are regrouped and reclassified to make them comparable with current year's classification, wherever necessary.

1

In respect of the contingent liability as at 31st March, 2024. The Income Tax Department ("the Department”) had raised demand Rs.575.70 lacs for the FY -2012-13.The Department has not given any credit for the taxes paid by the Company. The Company has paid income tax Rs.557.99 lacs as declared in the Income Tax Return.

In view of this and based on the legal advice received,no amount is payable or the demand is expected to be reduced significantly.

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