d b realty ltd Management discussions

Global Economy

Global economic activity has experienced a broad-based and sharper-than-expected slowdown, with inflation higher than seen in several decades. The cost-of-living crisis, tightening financial conditions in most regions, Russias invasion of Ukraine, and the lingering COVID-19 pandemic all weigh heavily on the global outlook. However, the economy demonstrated in the second half of the year as it began to recover from the impacts of the pandemic and geopolitical tensions. Stricter monetary policies , synchronized increase in rates are few effective measures adopted and implemented by Central Banks to stablise markets and to effectively address these challenges and combat inflation.

Overall, FY 22-23 has been a period marked by economic challenges and recovery efforts, influenced by a complex interplay of factors such as the pandemic, inflation, geopolitical tensions, and monetary policies. The projections suggest that while recovery is on the horizon, uncertainties and adjustments will continue to shape the global economic landscape.

International Monetary Funds (IMF) had projected global economic growth to be as low as 2.8% in CY23 and thereafter in CY24 it will grow to 3.0%. In contrast, advanced economies are expected to experience a growth rate of 1.3% in CY23. Decrease in global inflation is predicted to be around 7.0% in CY23 and further reduced to 4.9% in the next year i.e. CY24.

Indian Economy

The Reserve Bank of India (RBI) and other economic forecasters projected varying growth rates for India in FY 22-23. These projections depended on factors such as the trajectory of the pandemic, the effectiveness of policy responses, and the pace of vaccination efforts. The growth estimates ranged from moderate to robust recovery, with the latter part of the period showing potential for stronger economic expansion.

The Indian economy remained relatively robust amid global economic headwinds. This positive performance along with overall optimism and compelling macroeconomic indicators, exemplify strong economic fundamentals for the country. India has emerged as one of the fastest growing major economies and clocked a growth of 7.2% in FY23, reveals the National Statistical Office (NSO).

Below are the some of the key aspects of the Indian economy

? Demographics

India has a large and youthful population, which presents both opportunities and challenges. A growing workforce can drive economic growth, but there is also a need to generate sufficient employment opportunities for this workforce.

? Services Sector

The services sector is a significant contributor to Indias GDP. It includes IT services, financial services, telecommunications, and more. Indias IT industry is particularly notable, contributing to the countrys reputation as an outsourcing hub.

? Agriculture

Agriculture plays a crucial role in Indias economy, employing a significant portion of the population. However, the sector has faced challenges such as low productivity, outdated farming practices, and the need for modernization.

? Manufacturing

India has been working to boost its manufacturing sector through initiatives like "Make in India." The aim is to enhance domestic production, create jobs, and reduce dependence on imports

? Investment and FDI

India has attracted foreign direct investment (FDI) across sectors such as technology, manufacturing, and retail. Regulatory reforms have been introduced to make the investment process more streamlined and attractive.

Industry Overview Indian Real Estate Sector

The economic growth of India in FY 22-23 was characterized by a mix of fluctuations due to the challenges mentioned earlier and the efforts made to counter them. While there were periods of slower growth due to COVID-19 disruptions, there were also signs of recovery and resilience, particularly in sectors that could adapt to the changing circumstances.

Real estate sector in India has seen unexpected upwards trend which leads to revision in the market size of the sector to reach US$ 1 trillion by 2030, up from US$ 200 billion in 2021. An increase at a CAGR of 19.5% during 2017-2028 is estimated for Indias real estate market. It is anticipated that the Real Estate sector growth shall lead its contribution to almost 13% of Indias GDP by 2025 which is around US$ 650 billion. Indias real estate sector experienced price growth of 6% in 2022. As GDP contribution by the real estate sector increases, this would also be supported by increased industrial activity, improved income level and urbanisation.

All segments, including residential, commercial, retail, and warehousing, witnessed growth given the positive outlook and increased consumer confidence. The same was witnessed by launch of various new projects across India and a magnificent increase in the property demands in major Indian cities.

The property sales index demonstrated a substantial annual growth of 36%, with sales volume surpassing prepandemic levels in 2019. This upswing can be attributed to renewed confidence in residential real estate as a secure investment option.

In summary, the Indian economy in FY 22-23 faced challenges stemming from the pandemic, inflation, and supply chain disruptions. Despite these challenges, the country also seized opportunities for reform, digital transformation, and infrastructure development. The economic performance was a mix of ups and downs, with recovery efforts and policy interventions playing a pivotal role in shaping the trajectory of growth and resilience. The property markets in major cities are anticipated to maintain an upward trend in the coming year as a result of the surge in both pent-up and new demand.

Mumbai Real Estate Market

Mumbai being financial capital of the India contributes highest share in GDP of India. The Mumbai real estate market has been one of Indias most vibrant and dynamic, with numerous factors driving its growth over the years. With the ongoing economic recovery and rising demand for residential and commercial properties, trends in Mumbai real estate are expected to continue their growth trajectory in 2023. This has instilled confidence in real estate developers inspiring them to undertake new projects in a city.

Mumbai has become a viable location for property investment. Thanks to the real estate markets wide variety of options, unrivalled employment prospects, and solid infrastructure. In addition, HNIs and NRIs are investing in the push for digitization and the execution of smart city initiatives, in addition to local property buyers. One thing is certain: the markets long-term potential is still strong because of these causes and their effects.

As covered in one of the real estate reports of Business Today of early 2023, new property releases in the top seven cities climbed by 42% to nearly 4,02,000 units in 2022, compared to 2,78,650 units in 2021. It is expected that new releases would increase by 35% to approximately 5,44,000 units in 2023. The optimistic trends in the real estate weather residential and/or commercial spaces, have added more positivity to the developers of the city for upward trends to continue in 2023.

The major trends influencing the market include sustainability, technological integration, novel living concepts, opulent developments, & real estate tokenization.

Below listed are some of the major factors driving trends in Mumbai Real Estate Market

• Growing population

• Status as a financial hub

• Affordable housing initiatives

• Infrastructure development

• Growth of Businesses

• Foreign investment

In conclusion, the Mumbai real estate market will still be a dynamic and changing environment in 2023. The industry has experienced impressive growth as a result of infrastructure improvements, efforts to provide affordable housing, and rising demand for co-working spaces.

"In March 2023, Mumbai recorded a decade-high property registration revenue of ?12,259 million."

OPPORTUNITIES

? Economic Reforms

India continued to implement structural reforms aimed at enhancing ease of doing business, attracting investments, and promoting sectors like manufacturing, agriculture, and technology. Government initiatives and policy reforms, such as the Pradhan Mantri Awas Yojana (PMAY), the Real Estate Regulatory Authority (RERA) and tax incentives, create a favourable environment for real estate development.

? Infrastructural Upgradation

The Indian governments focus on infrastructure development, particularly in transportation, energy, and digital connectivity, aimed to create jobs and stimulate economic growth. Ongoing infrastructural development projects, such as the development of smart cities, transportation networks and industrial corridors, create opportunities for real estate developers.

? Rise in Demand

An intensifying demand for real estate, especially in the affordable housing segment, provides a significant opportunity for developers. This has been driven by growing aspirational population, higher disposable incomes and a revival in the employment sector. Meeting this demand can lead to substantial returns on investment and market expansion.

? Digital Transformation

The adoption of digital technologies and e-commerce accelerated during this period. This presented opportunities for businesses to reach consumers online and streamline operations. Developers that embrace technological advancements can gain a competitive edge and cater to the evolving preferences of tech-savvy customers.

? Consolidation

The consolidation of the industry presents a lucrative opportunity for the existing real estate developers to cater to rising housing demand. The current year trends established that customers are preferring branded players who have a successful track records. As per research report of Anarock, more than 50% of incremental supply is coming from branded developers. Similarly, Banks/ Financial Institutions prefer to lend only to reputed branded developers.

THREATS, RISKS AND CONCERNS

With the long term vision and mission your company is in a position to face every threats & challenges and also converting a every challenges in to a prospect opportunities which will contribute to the overall success of the company.

As the real estate industry is growing at pace its also faces some of the threats and challenges from the market which are listed below.

? Inflationary Pressure

Similar to the global trend, India experienced elevated inflation levels during this period. Factors such as supply chain disruptions, high fuel prices, and increased commodity costs contributed to inflationary pressures, affecting consumer purchasing power and business operations

? Regulatory Hurdles

The industry has historically grappled with complex and often inconsistent regulations at the central and state levels. Regulatory challenges can lead to delays in project approvals and increase costs

? Liquidity Crunch

The industry has faced liquidity challenges, with limited availability of funds from banks and financial institutions. This can hinder project financing and development.

? High Construction Costs

Fluctuations in material costs and shortages in skilled labour can contribute to high construction costs, impacting project economics.

? Environmental and Sustainability Concerns

Increased awareness of environmental issues has led to demands for sustainable and eco-friendly construction practices. Meeting these demands can pose challenges for traditional construction methods.

COMPANY STRENGTHS

Company continues to capitalize on the market opportunities by leveraging its key strengths. The key strengths include:

Focus on Performance

Promoters and senior management focus is on Project Planning and Execution. Activities such as architectural design and construction are outsourced to the best-in-class practices in the Industry for present-day design and quality construction.

All these are only possible due to exceptional management capabilities and the companys ability to attract talent from a diverse set of industries. The diverse background of employees, coupled with a significant amount of delegation and ownership given to discharge their duties, creates and environment that fosters innovation.

Strategic Alliance

Company continues to explore and has good ability to do strategic alliances and Development Management Agreements with Developers, Real estate and Construction companies for business growth. Identification of the best strategy which optimises the return to the Company and provides best quality product to the customers is the key objective of such alliances and the best model is being adopted for various projects of the Company.

Highly Qualified Execution Team

The Project management team comprises of resources reflecting expertise and proven experience in their functional areas. The team drives the organization through their contribution. The organizational framework has been designed to manage the design, engineering, procurement and execution of concurrent, multi site projects keeping a focus on delivery of developments of International standards.

Deleveraging to have a strong balance sheet

Your company is in process to become debt free in FY 2023-24 driven by equity raising and sizeable asset monetization. The management is committed to maintain low levels of leverage and to have a sound credit quality. This will help to have a strong resilient balance sheet and will robust the financial performance of the Company with tremendous potential in the market to development projects and acquire new projects.

Business Overview

The Company remains committed for a high quality state-of-art construction and delivery of projects. During the previous Financial Year, the Company issued Convertible Warrants to the Promoter and Investors (Non Promoters) to raise capital of approx. Rs. 1,544 crores upon full conversion of the warrants into equity shares. Promoters and Investors opted to exercise the option and approx. Rs. 355.95 crores of fresh equity contribution was done during the current financial year. As strategized, the fund raised were utilised to reduce debt, to meet funding requirements of its various Projects of the Company/its subsidiaries/JVs or partnership firms (in which the Company is a partner), to meet working capital requirements, to strengthen financial position and for general corporate purposes.

The Company also continues to look for strategic investment/ joint ventures/tie-ups for its various projects with reputed branded real estate developers. Company conveyed one of its land parcel to a reputed pan India real estate developer to gather a better pricing and product for its customers. Company is looking to monetize its vast land bank and foresees to follow the Joint Venture / Joint Development strategic route for its ongoing / upcoming projects in the near future.

The project wise development status is as below:

DB Ozone

"DB Ozone" is located at Dahisar adjoining the Western Express Highway, amidst the scenic and tranquil hills of the National Park. The project comprise of 25 residential buildings carefully designed to enhance comfort and connectivity for its residents. The company, Neelkamal Realtors Suburban Private Limited., a subsidiary of the Company, is executing the Project. The Company has handed over more than 2700 flats to various customers as per their requirements spread across all the 25 residential towers of the project and internal finishing/fittings work is in process. The project is registered under RERA. The company had applied and obtained extension of project completion timeline from Maha RERA to Dec 2024.

Total units in project: 3,396

Cumulative units sold: 3,274

Total Sales Value: INR 102,430.29 lacs, of which INR 97,867.69 lacs has been received.

X BKC

"X BKC" (Ten BKC) spread across five acres in BKC is the idyllic flagship residential project which has thoughtfully designed spaces, elite urban aesthetics, and fluid natural expanses to create a living experience that rejuvenates, relaxes, and excites. In the roaring heart of the city, Ten BKC is one of the biggest luxury residential projects in BKC, with extensive open spaces, a commanding lobby and towering view of the Arabian Sea from the top. The project comprises 15 towers of 22 & 29 storeys divided into three zones. The project is registered with RERA and the expected possession is June 2024. The company and its JV partner Adani GoodHomes Pvt. Ltd. are jointly developing the project.

DB Share units in project: 358

Cumulative units sold: 163

Total Sales Value: INR 89,816 lacs of which INR 52,570 lacs is received. Revenue will be recognized basis IND AS 115 accounting for the Project.

Prestige Liberty Tower

Prestige Liberty Tower, strategically located at Mahalaxmi, across the Mahalaxmi Race course is located in the historic textile mills at the heart of the city. The project is commissioned by Bangalore-based Prestige Group, one of the largest office ventures in the city, with two staggered towers of 200 and 290 meters and a five-story retail podium of 36,000m² with a wide range of programs. The project has been designed by international architect and consultants. All necessary approvals have been obtained to commence construction and work has commenced in full swing on the site. Subsequent to the year end, the Company had entered into agreement to sell its remaining 50% partnership interest to the Prestige.

101 BKC

101 BKC at Bandra Kurla Complex, Mumbai is a marquee commercial project to be developed by an associate entity of the Company viz., Prestige (BKC) Realtors Pvt. Ltd. The project is being developed as a Grade A office space in BKC. During the year under review, all approvals have been obtained by the SPV and work has commenced on site. Subsequent to the year end, the Company had entered into a pact to sell its remaining shareholding to Prestige Estates subsidiary Prestige Falcon Realty Ventures Pvt. Ltd.

Aaradhya High Park & Aaradhya Parkwood

Horizontal Ventures Pvt. Ltd., a step-down subsidiary of the Company has granted development rights of its land along with other co-owners to Man Vastucon LLP. The company is entitled to revenue share from sale of units forming part of the project being developed and constructed. The majority construction work of Phase I of its mega real estate project namely "Aaradhya High Park at Mahajanwadi within the jurisdiction of Mira Bhayandar Municipal Corporation is being completed and Man Vastucon LLP has received Occupation Certificate in respect thereof. Man Vastucon LLP has launched Phase II in the name of "Aaradhya Parkwood" and has received a very good response to the Project.

Rustomjee Crown

Rustomjee Crown is one of the most distinguished address in South Mumbai. Its designed by the sought after name like Hafeez Contractor works at crafting these living spaces. It has luxury of ampleness of space and an endless view of the sea. It offers to its residents state of the art amenities and the added luxury of access to a multitude of prominent shopping areas in the vicinity. RealGem Buildtech Pvt Ltd (a wholly owned subsidiary of DB Realty Limited) has presented a scheme of arrangement for approval with NCLT for transfer of all of its assets and liabilities pertaining to Project Undertaking on going concern basis as a Slump Sale to Kingmaker Developers Private Limited, a Group company of Rustomjee. The NCLT passed certain directions vide their order pursuant to the application. However, the Company could not comply with the said directions under the above order on account of various reasons including COVID-19. The management is proposing to file an application for reissuance of the above directions. Upon filing of new application, it will secure reissuance of the directions from NCLT and in due course of time, the Scheme filed by the Company shall be approved by the NCLT. The Company may opt for an alternate option also which best suites to the Company and Rustomjee to give effect of the understanding amongst them.

Other Developments

During the year, one of the wholly owned subsidiary of the Company has obtained all the necessary approvals to commence construction of the project for which it had received a favourable order from the Honble Supreme Court of India pursuant to which the freehold vacant land admeasuring 5.4 Acres situated in Andheri (East), Mumbai is now available for development in the

previous year. The Company intends to monetize/enter into joint development Agreement/Development Management venture for this parcel of land in FY 2023-24.

Further, during the year, wholly owned subsidiary of the Company has entered into joint venture with Godrej Properties Limited for development of land / property being all the piece and parcel of land admeasuring 19,434 sq. mtrs. of Byculla Division, Mumbai being knwn as One Mahalaxmi. In this context the subsidiary executed Deed of Conveyance in favour of Godrej Residency Pvt. Ltd. (GRPL) for sale of the land. The project will be developed by GRPL, wherein the subsidiary of the company will hold 49.99% and balance 50.01% will be held by Godrej Properties Limited.

During the year, the company has also obtained shareholders approval to disinvest/sale/exit its entire investment/partnership interest to the extent of 75% in ECC DB Joint Venture, which has been developing "DB Skypark" project located at Sahar, Mumbai. The Company is expected to receive cash consideration and an area equivalent to 24,250 sqft of carpet area across the project. Subsequent to the year end, the Company has executed such agreement and given effect of the same.

Other projects of the company are awaiting certain approvals pursuant to which the company shall monetize/enter JDA/JV for these large land parcels.

Apart from above mentioned ongoing projects of DB Group, your Company also made following developments for the acquisition/ increase stake in few companies during the Financial Year.

1. During the year under review, the Company has entered into Memorandum of Understanding(s) (MOU) with 1) Shiva Buildcon Private Limited 2) 2. Shiva Multitrade Private Limited and 3) Shiva Realtors Suburban Private Limited (hereinafter collectively referred as "Shiva Group Companies") to acquire entire equity shares of Shiva Group Companies from its existing shareholders. Post-acquisition, the shiva group companies shall become wholly owned subsidiary companies.

2. The Company has acquired entire equity shares of Turf Estate Realty Private Limited (a WOS of Turf Estate Joint Venture LLP in which the Company already holds 50% stake) from Turf Estate Joint Venture LLP/ its nominees, thus making its Wholly Owned Subsidiary company

3. The Company has acquired entire equity shares of Spacecon Realty Private Limited, a subsidiary company in which the Company already holds 74% stake, thus making its Wholly Owned Subsidiary company

4. The Company has acquired entire equity shares of DB Man Realty Limited, a subsidiary company which the Company already holds 91% stake, thus making its Wholly Owned Subsidiary company.

FINANCIAL PERFORMANCE OVERVIEW

A comparative table showing synopsis of FY 2023 versus FY 2022 on Balance Sheet is as follows:

(INR LACS)

Consolidated Balance Sheet	As at 31st March 2023	As at 31st March 2022	Increase/ (Decrease)
ASSETS
Non - Current Assets	2,78,116.37	2,62,788.87	15,327.51
Current Assets	5,66,650.77	6,13,338.43	(46,687.66)
Total	8,44,767.14	8,76,127.30	(31,360.15)
EQUITY AND LIABILITIES
Shareholderss Funds (Incl. OCI)	2,06,974.63	1,76,359.99	30,614.64
Non - Current Liabilities	1,39,594.45	2,05,851.05	(66,256.60)
Current Liabilities	4,98,198.06	4,93,916.26	4,281.80
Total	8,44,767.14	8,76,127.30	(31,360.16)

A comparative table showing synopsis of FY 2023 versus FY 2022 on statement of Profit and Loss is as follows:

(INR LACS)

Particulars	As at 31st March 2023	As at 31st March 2022	Increase/ (Decrease)
Revenue from Operations	69,823.96	21,943.42	47,880.54
Other Income	10,901.36	4,707.43	6,193.93
Total Revenue	80,725.32	26,650.85	54,074.47
Total Expenses	147,098.70	58,059.43	89,039.27
Profit / (Loss) before Tax	(66,373.38)	(31,408.58)	(34,964.80)
Profit / (Loss) after Tax	(9,000.64)	2,178.14	11,178.78

Your Company remains focused to reduce our leverage thereafter and create a headroom, which will enable us to capture the abundant opportunities by FY 2023-24. This will help in a strong resilient balance sheet of the Company. The capital raising exercise once completed will also make your company stand amongst the top 10 capitalized Real Estate companies in India. Further, your Company has worked on joint development for its few projects during the year and foresees to follow the Joint Venture or Joint Development strategic route for its ongoing / upcoming projects in the near future

INTERNAL CONTROL SYSTEMS

D B Realty has a team of professionals including Chartered Accountants, Company Secretaries, Lawyers and MBAs, to ensure systems in place as per applicable laws and regulations. The internal audit of the company is conducted by M/s JMT & Associates. The Audit Committee and the Board of Directors review the internal audit reports. The statutory audit of the company is conducted by Nashan Associates LTP.

The Company has implemented internal control systems, ensuring financial reporting accuracy, operational and strategic objectives achievement, protected against loss from unauthorised use, transactions are authorised, recorded, and reported correctly and compliance with laws and regulations. An Enterprise Resource Planning (ERP) system standardises processes and automates operations. The primary objective of internal control systems is to ensure asset acquisition, efficient utilisation and adequate protection. A strong risk management system is in place to assess and mitigate risks, as well as ensure prompt reporting.

D B Realty Ltd implements a culture of continuous improvement, sponsored by top management and supported by technology excellence and innovation. The company has also focused on upgrading the IT infrastructure both in terms of hardware and software.

OUTLOOK GOING FORWARD

Financial year 2022-23 has been a good year for the Indian economy, especially in the global context. While world output decelerated considerably in 2022 to 3.4% in comparison to 6.4% in 2021, India grew at 7% in the fiscal year 2022-23. Equally important, India did a better job of controlling inflation than many of its peers. This also reflected in the remarkable stability of its banking and financial systems during this difficult period. Despite downside risks emanating from a weak external sector, the outlook for the Indian economy continues to be positive. According to the RBI, India is expected to grow at 6.5% in 2023-24, which will keep it as the worlds fastest growing large economies The demand for residential units has shown a strong upward trend and intent of Indian consumers to own a home remains strong as ever. The consolidation of the industry is expected to be continue, as during the year the branded reputed real estate developers had launched more than 50% of the new supply in the market. The early trend for FY2024 suggest that the demand for housing units will continue to remain robust.

At DB Realty Ltd, we have always endeavored to give the best services and transparent processes as we fulfill the dreams of our customers. Our landmark properties continue to enhance the beauty. The Company aims to achieve a growth trajectory through unlocking of its land bank development potential and through joint ventures (JVs), joint development agreements (JDAs), or development agreements (DAs) with reputed branded real estate developers. It will also scale up the sales momentum, given our exciting proposed launch of projects under Joint Venture/ Joint Development Arrangement model which will significantly enhance our revenue outlook going forward.

CAUTIONARY STATEMENT

Certain statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

DISCLAIMER

The Company shall be registering its forthcoming projects at an appropriate time in the applicable jurisdictions / States under the Real Estate (Regulation and Development) Act, 2016 (RERA) and Rules thereunder. Till such time, the forthcoming projects are registered under RERA, none of the images, material,projections, details, descriptions and other information that are mentioned in the Annual Report for the year 2022-23, should be deemed to be or constitute advertisements, solicitations,marketing, offer for sale, invitation to offer, or invitation to acquire within the purview of the RERA. The Company uses carpet areas as per RERA in its customer communication.

ANNEXURE

Key Financial Ratios (Consolidated)
In accordance with SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the details of significant changes (change of 25% or more as compared to the immediately previous financial year) are given below:
Ratios	2023	2022	Definition	Explanations
Debtors Turnover	10.19	0.98	Revenue from Operations/ Trade Receivables	Due to decrease in trade receivables and recognition of revenue of a inventory
Inventory Turnover	0.27	0.07	Sale from Real Estate Developments/ Inventory	Due to higher revenue from operations and decrease in inventory
Interest Coverage Ratio	(11.19)	(0.10)	Earnings before interest, taxes, depreciation and amortization expenses / Finance Costs	Due to operational losses in the FY, though Finance cost is reduced during the FY, the ratio is adverse.
Current Ratio	1.14	1.24	Current Assets / Current Liabilities	Due to decrease in inventory forming part of current assets
Debt-Equity Ratio	1.29	1.95	Total Debt / Total Shareholders Equity	Debt equity ratio is improved on account of reduction in debt
EBITDA Margin %	(0.75)	(0.10)	Earnings before interest, taxes, depreciation, amortization expenses / Total Income	Due to operational losses in the FY, the EBITDA margin has deteriorated.
Net Profit Margin %	(0.11)	0.08	Profit after tax / Total Income	Decrease in Net Profit Margin ratio is on account of losses in the current FY as compared to previous year
Return on Net Worth %	(0.04)	0.01	Profit for the year / Total Shareholders Equity	Decrease in Return on Net Worth ratio is on account of losses in the current FY and increase in Shareholders Funds as compared to previous year