kolte patil developers ltd share price Directors report

To,

The Members,

Your Directors have the pleasure in presenting 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31 March 2023.

1. Financial highlights

H( in Lakhs)

Particulars	Consolidated		Standalone
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	148,843	111,748	82,417	37,760
Operating Profit/(Loss) before interest, depreciation, amortization and taxes (EBITDA)	18,927	18,620	3,251	(1,618)
Depreciation and amortization	1,156	1,039	897	763
Interest and finance charges	4,067	5,003	3,754	4,806
Other income	3,259	1,902	2,064	2,034
Profit/(Loss) Before Tax (PBT)	16,963	14,480	664	(5,153)
Tax expenses	5,625	5,144	357	200
Profit/(Loss) After Tax (PAT)	11,338	9,336	307	(5,353)
Share of Profit / (Loss) of joint ventures, associates (net)	(154)	(159)	-	-
Exceptional Items	0	(692)	-	(335)
Add: Other Comprehensive Income	(22)	77	(16)	34
Total Comprehensive Income before Non- Controlling Interest	11,162	8,562	291	(5,654)
Less: Non-Controlling Interest	937	547	-	-
Profit/(Loss) after other Comprehensive Income	10,225	8,015	291	(5,654)
Earnings Per share (in H)	13.48	10.45	0.4	(7.48)

2. Performance of the Company

The key highlights of the Companys performance is as under:

Financial Overview (Consolidated Performance)

Our revenues were increased by 33.20% at H148,843 lakhs during the year compared to H111,748 lakhs in the previous year. Earnings before Interest Taxes and Depreciation was increased by 1.65% at H18,927 lakhs as compared to H18,620 lakhs. EBITDA margins decreased from 16.67% to 12.72% during the year. Total Comprehensive Income (post minority interest) increased to H10,225 lakhs compared to H8,015 lakhs in the previous year. Earnings per Share stood at H13.48 as compared to H10.45 last year.

Financial Overview (Standalone Performance)

Our revenues were increased by 118.27% at H82,417 lakhs during the year compared to H37,760 lakhs in the previous year. Earnings before Interest Taxes and Depreciation was increased to H3,251 lakhs as compared to H(1,618) lakhs in the previous year. EBITDA margins increased from

(4.28%) to 3.94% during the year. Total Comprehensive Income increased by 105.15% at H291 lakhs compared to H(5,654) lakhs in the previous year. Earnings per Share stood at H0.40 as compared to H(7.48) last year.

3. Dividend

The Board of Directors have recommended a Final Dividend of H4 per Equity Share for Financial Year 2022-23, subject to the approval of members in the ensuing 32nd Annual General Meeting.

4. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013.

5. Share Capital

The paid-up Equity Share Capital as on 31 March 2023 stood at H7,600.44 Lakhs, which comprises of 7,60,04,409 Equity Shares of H10 each.

During the year under review, there is no change in paid up equity share capital of the Company.

6. Issue of Debentures

The Company in April 2023, have issued the Secured, Non-Convertible Debentures as follows: a. 14,000 (fourteen thousand) Secured, Unlisted, Redeemable Non- Convertible Debentures of face value H1,00,000/- each, on a private placement basis, aggregating to H140,00,00,000/- (Rupees One Hundred and Forty Crores Only), to India Realty Excellence Fund IV on 10 April 2023. b. 20,650 (twenty thousand six hundred fifty) Senior, Secured, Listed, Rated, Redeemable Non-convertible debentures of face value H1,00,000/- each, on a private placement basis, aggregating H206,50,00,000/- (Rupees Two Hundred Six Crores and Fifty Lakhs Only), to Marubeni Corporation, Japan on 17 April 2023. These debentures are listed on BSE Limited w.e.f. 19 April 2023.

7. Internal Financial Controls

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The Management has periodically conducted the assessment of internal financial controls for determining operative effectiveness and the control were operating effectively. The internal financial controls were also reviewed by an Independent Auditor and found to be adequate and operating effectively for ensuring accuracy and completeness of the accounting records. No reportable material weaknesses were observed. The report of Independent Auditor is annexed to the Auditors Report on Standalone Financial Statements.

8. Details of Subsidiary/Joint Ventures/ Associate Companies

During the year under review, the Company had formed subsidiary namely Kolte Patil Planet Kiwale Project Private Limited (Formerly known as Kolte-Patil Kiwale Project Private Limited) for development of real estate project. Consequent to the Share Subscription cum Share Holders Agreement (SSSHA) dated October 21, 2022, Kolte-Patil Planet Kiwale Project Private Limited ceases to be the Companys wholly owned subsidiary and is now an Associate Company of the Company. The Company is currently holding 17% of the Equity Share Capital of Kolte-Patil Planet Kiwale Project Private Limited.

The Company has also acquired 100% equity shares of Sampada Realities Private Limited ("Sampada/SRPL") from independent third parties pursuant to share purchase agreements dated 10 August 2022 and 30 August 2022 for H6,477 lakhs and 10,096 Compulsorily Convertible Debentures (CCD) for H1,005 lakhs aggretating H7,482 lakhs. Sampada became a wholly owned subsidiary of the Company.

The Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in Form AOC - 1 is annexed as Annexure I to the Directors report.

9. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act, 2013 read with Article 167 of the Articles of Association of the Company, Mr. Milind Kolte – Executive Director (DIN: 00170760) and Mr. Yashvardhan Patil – Joint Managing Director (DIN: 06898270) will retire by rotation and being eligible, offered themselves for re-appointment at this ensuing 32nd Annual General Meeting.

Mr. Gopal Laddha resigned as Chief Financial Officer with effect from 28 November 2022.

Mr. Khiroda Jena was appointed as Chief Financial Officer of the Company with effect from 29 November 2022. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board has carried out an annual evaluation of its own performance, various committees and Individual directors.

The Board members are provided with necessary documents, reports and policies to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made at the Board and Committee Meetings, on business and performance updates.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://rb.gy/l28yo The Policy for selection of Directors and determining Directors Independence and Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure II to this Report.

10. Meetings of the Board of Directors

Eight (8) Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the board meeting were held as follows:

1. 02 April 2022

2. 25 May 2022

3. 10 August 2022

4. 12 August 2022

5. 10 November 2022

6. 28 November 2022

7. 06 February 2023

8. 27 February 2023

11. Scheme of Amalgamation and Arrangement

The Board of Directors of the Company in its meeting held on 10 November 2022 have approved the proposed scheme of merger of its wholly owned subsidiary - Sampada Realities Private Limited with the Company. The Company has filed the scheme with regulatory authorities, for requisite approvals. The appointed date for the Scheme of Amalgamation is 31 August 2022 The Board of Directors of the Company in their meeting on 06 February 2023 have approved the change in appointed date for merger of its wholly owned subsidiaries Tuscan Real Estate Private Limited and PNP Agrotech Private Limited from April 1, 2021 to April 1, 2023. The Company has filed the scheme with regulatory authorities, for requisite approvals.

12. Statutory Auditors

The Members of the Company, at the at 27th Annual General Meeting held on 29 September 2018 have reappointed M/s Deloitte Haskins & Sells LLP as Statutory Auditors of the Company to hold the office till the conclusion of 32nd Annual General Meeting of the Company to be held in Calendar Year 2023 for the second term at such remuneration (exclusive of applicable taxes and reimbursement of out of pocket expenses) as fixed by the Board of Directors of the Company in consultation with them. Accordingly, they will retire at the conclusion of 32nd Annual General Meeting.

Therefore, After evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Audit Committee and the Board of Directors at their respective meetings held on 25 May 2023, have recommended the appointment of M/s. S R B C & CO LLP, Chartered Accountants (LLP Registration No. AAB-4318, FRN – 324982E/E300003) for a first term of 5 (five) years from the conclusion of this 32nd AGM upto the conclusion of 37th AGM of the Company.

M/s. S R B C & CO LLP, Chartered Accountants have also confirmed, that they are not disqualified to be appointed as Auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

13. Contracts or arrangements with related parties

During the year under review, all transactions/ arrangements entered by the Company with related parties were in the ordinary course of business and on an arms length basis. The details of transactions are given in the Note No 46 in Notes to Accounts forming part of the Audited Standalone Financial Statement.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: https://bit.ly/3okfKzq

14. Conservation of energy, technology absorption and foreign exchange earnings and outgo

As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption has not been provided. The details of Foreign Exchange outgo are as follows:

( H in Lakhs)

Particulars	For Year ended 31 March 2023	For Year ended 31 March 2022
Travelling Expenses	21	4
Professional Fees	0	59
Total	21	63

15. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments are given in Note No 7 and 35 in Notes to accounts forming part of the Audited Financial Statements.

16. Extract of the annual return

In accordance with Sections 92(3) read with 134(3)(a) of the Act, the Annual Return of the Company as on 31 March 2023 is available on the website of the Company at: https://bit.ly/3yVleWb

17. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and Report on CSR Activities forms part of this Report as Annexure III.

18. Audit Committee

The Audit Committee of the Company comprises of following members:

Name of the Member	Designation	Category
Mr. Prakash Gurav	Chairman	Independent Director
Mr. Achyut Watve	Member	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mrs. Sudha Navandar	Member	Independent Director
Mr. Yashvardhan Patil	Member	Joint Managing Director
Mr. Nirmal Kolte	Member	Executive Director

Mr. Vinod Patil, Company Secretary of the Company, acts as the secretary to the Audit Committee and the Managing Director, Chief Executive Officer and the Chief Financial Officer of the Company are permanent invitees to the Audit Committee Meetings.

The Board has accepted all the recommendations of the Audit Committee.

19. Vigil Mechanism for Directors and Employees

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or 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. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct whether by the Directors, employees, vendors or customers and to come forward and express these concerns without fear of punishment or unfair treatment. The report received from employees will be reviewed by Audit Committee. The Directors and Management Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee.

The said policy can be accessed at https://rb.gy/ervyy

20. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of following members:

Name of the Member	Designation	Category
Mr. Jayant Pendse	Chairman	Independent Director
Mr. Prakash Gurav	Member	Independent Director
Mr. Umesh Joshi	Member	Independent Director
Mr. Achyut Watve	Member	Independent Director
Mr. Girish Vanvari	Member	Independent Director
Mrs. Sudha Navandar	Member	Independent Director

21. Managerial Remuneration

The Details required as per Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to the Directors report.

22. Employee Stock Option Scheme

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March 2023 (cumulative position) with regard to the Employees Stock Option Scheme (ESOS) are provided in Annexure V to this Report.

23. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, the Company had appointed M/s. SVD & Associates, Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2022-23. The Report of Secretarial Auditor for the Financial Year 2022-23 is annexed to this report as Annexure VI. The Comments in Secretarial Audit Report are self-explanatory.

Kolte-Patil Integrated Townships Limited (Formerly Known as Kolte-Patil I-Ven Townships (Pune) Limited), Tuscan Real Estate Private Limited and KPE Private Limited (Formerly known as Kolte-Patil Infratech Private Limited) are the material subsidiaries of the Company. Pursuant to the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as amended from time to time, the Secretarial Audit Report of material subsidiaries are annexed to this report as Annexure VII, Annexure VIII and Annexure IX respectively.

24.Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 01 October 2017. The Company is in compliance with the revised secretarial standards.

25. Corporate Governance Certificate

The Report on Corporate Governance for the Financial Year 2022-23, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

The Company has obtained the Compliance certificate for the Financial Year 2022-23 from the Statutory Auditors i.e. M/s. Deloitte Haskins & Sells LLP for the compliance of conditions of corporate governance as stipulated in Regulation 34 (3) real with Part E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. Business Responsibility and Sustainability Report ("BRSR")

The BRSR of your Company for the Financial Year 2022-23 as required under Regulation 34(2)(f) of the Listing Regulations is presented in a seperate section and forms an integral part of this Annual Report.

27. Risk Management Policy

The Company has constituted Risk Management Committee comprising 7 members, in which 4 members are Independent Directors. The Risk Management Committee has approved the Risk Management Policy. The Committee monitors the policy, ensures that the Company is acting appropriately to achieve prudent balance between the risk and reward and evaluates significant risk exposures and assesses the managements actions to mitigate the exposures.

28. Directors Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31 March 2023, the applicable accounting standards read with requirements set out under

Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 2023 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. Managements Discussion And Analysis Report

Managements Discussion and Analysis Report for the year under review, as stipulated in Regulation 34 (2) (e) of the Listing Regulations is presented in a separate section forming part of the Annual Report.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on Prevention and Redressal of Sexual Harassment at workplace. Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace.

Status of Complaints received during the year under review:

Received during the year	Resolved	Pending at the year end
NIL	NIL	NIL

31. Dividend Distribution Policy

The Company has framed the Dividend Distribution Policy and the same has been uploaded on the website of the Company at https://bit.ly/3Q9XPaP

Also, the Board of Directors at its meeting held on 25 May 2023 updated the Dividend Distribution Policy in order to provide better guidance for the utilization of the retained earnings.

32. Credit Rating

The Company has obtained credit rating as A+/Stable for the bank facilities of H695 Crores (Long Term), A1 for H105 Crores (Short Term) and A+/Stable for Non-Convertible Debentures of H206.5 Crores from CRISIL.

33. Maintenance of cost records

The Company is required to maintain cost records and have the cost records audited by a cost auditor as specified u/s 148 of the Act.

Cost records have been prepared and maintained by the Company for FY 2022-23.

34.Acknowledgements

Your Directors take this opportunity to thank customers, vendors, Central and State Governments, business associates and bankers for their consistent support and co-operation to the Company. Your Directors take this opportunity to thank all the employees who have helped for sustained excellence in performance of the Company. Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management.

For and on behalf of the Board of Directors

	Rajesh Patil
Date: 25 May 2023	Chairman and Managing Director
Place: Pune	DIN 00381866