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Notes to Accounts of Westlife Foodworld Ltd.

Mar 31, 2023

ii) Rights, preferences and restrictions Equity shares

of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Preference shares

The Company has only one class of Preference shares having par value of H10 per share. These shares carry a right to cumulative dividend of 8% p.a. The shares are redeemable at any time within 20 years from the date of issue at the option of the Company by giving a 48 hour prior written notice to the holders at the specified redemption price.

iii) Information regarding aggregate number of equity shares issued during the five years immediately preceding the date of Balance Sheet:

The Company has not issued shares for consideration other than cash and has not bought back any shares during the past five years.

9,500 equity shares have been issued under Employee Stock Option Plan (March, 31 2022: 123,800) for which exercise price has been received in cash (refer note 22)

No equity shares have been forfeited.

(a) Capital reserve

Capital reserve was created pursuant to the composite scheme of arrangement (amalgamation of WestPoint Leisureparks Private Limited, Triple A Foods Private Limited and demerger of Westlife Development Limited) under section 391 to 394 of the Companies Act, 1956 sanctioned by the Hon''ble High Court of Bombay.

The excess amount of the book value of investment under the composite scheme of arrangement over its cost of investment is treated as capital reserve.

(b) Securities premium reserve

Securities premium reserve is used to record the premium received on issue of shares by the Company. The reserve can be utilised in accordance with the provision of Section 52(2) of Companies Act, 2013.

(c) General reserve

The general reserve is a free reserve which is used from time to time to transfer profits from / to retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss.

(d) Employee stock options outstanding

The Company has established equity-settled share-based payment plans for certain categories of employees of subsidiary Company. Refer to Note 22 for further details on these plans.

(e) Retained earnings

Retained earnings represent the profits that the Company has earned till date, less any transfers to general reserve. Retained Earnings is a free reserve.

(f) Share application money pending allotment

Share application money pending allotment represents application money received on account of Employee Stock Option Scheme. As at March 31, 2022, the Company had received H100 each per share towards allotment of 1000 equity share at exercise price of H100 each and was shown under share application money pending allotment. The Company had made the allotment on April 12, 2022.

Carrying amounts of cash and cash equivalents, investments, loans, other receivables, trade payables and borrowings (other than debt securities) as at March 31, 2023 and March 31, 2022 approximate the fair value.

b Fair value hierarchy

This section explains the judgement and estimates made in determining the fair values of the financial instruments that are

a) recognised and measured at fair value.

b) measured at amortised cost and for which fair values are disclosed in the standalone financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the Indian accounting standard. An explanation of each level is mentioned below :

Level 1 - Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

estimates. If alt 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 is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3. Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

Risk management framework

In the course of its business, the Company is exposed to a number of financial risks: credit risk, liquidity risk and market risk . This note presents the Company''s objectives, policies and processes for managing its financial risk and capital. The key risks and mitigating actions are also placed before the Board of Directors of the Company. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

The Company manages the risk through the finance department that ensures that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The activities are designed to:

- protect the Company''s financial results and position from financial risks

- maintain market risks within acceptable parameters, while optimising returns; and

- protect the Company''s financial investments, while maximising returns."

The Company''s Audit Committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

i. Credit risk

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors.

The gross carrying amount of financial assets, net of any impairment losses recognised represents the maximum credit exposure. A financial asset is ''credit-impaired'' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred such as a breach of contract."

In respect of its investments the Company aims to minimize its financial credit risk through the application of risk management policies. The Company has Loan of H55.05 million at March 31, 2023 (March 31, 2022 - H55.05 millions) and other receivables of Nil as at March 31, 2023 (March 31, 2022 - H5.39 millions) (Refer Note 20). There are no significant amounts due by more than 180 days and not provided for. Management believes that other receivables and loans being amounts receivable from its wholly owned subsidiary and controlled trust are fully collectible based on their ability to generate independent cash flows. These amounts can be called for by the Company at short notice.

Credit risk on cash and cash equivalent (including bank balances) is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.

ii. Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions.

Exposure to liquidity risk

The table below analyses the Company''s financial liabilities into relevant maturity analysis based on their contractual maturities for all derivative and non derivative financial liabilities.

iii. Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, which will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

i) Currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company does not have any currency exposure and all its assets and liabilities as also commitments are denominated in Indian rupees (functional currency). The currencies in which the transactions are denominated is Indian Rupees.

ii) Interest rate risk is the risk that the that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s interest risk arises from borrowings (Other than debt securities) with variable rates.

iii) Other price risk is the risk that that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company''s investment in mutual funds is exposed to pricing risk. Other financial instruments held by the company does not possess any risk associated with trading. An increase of 5 percent in Net Assets Value (NAV) of mutual funds would decrease the loss before tax by approximately H5.99 million (March 31, 2022 - H5.67 million ). A similar percentage decrease would have resulted equivalent opposite impact.

17 Capital Management

The Company''s objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through loans and operating cash flows generated. The Company is not subject to any externally imposed capital requirements.

Pursuant to search and seizure conducted in 2018, the income-tax authorities issued an Order in May 2021 and July 2021 under Section 153A of the Income-Tax Act, 1961 directing the Company to file revised returns for 7 years under block assessment. Block assessment for the period A.Y 201314 to A.Y. 2019-20 was completed during the year and the tax authorities had raised a demand amounting to H11.61 Million. There were apparent errors in determining the tax demand of H11.61 Million for which the Company had filed rectification applications in May 2021 and July 2021. The rectification orders were passed in February 2022 and the revised tax demand amounting to H0.83 million has been raised on the Company. The Company had also filed an appeal in October 2021 before the Commissioner of Income Tax (Appeals) against the tax demand of H11.61 Million. The hearing is yet to be concluded and the Company believes the case is not tenable.

22 Employee Stock Option Scheme

a) The Company provides share based payment scheme (the ''Scheme'') which covers certain eligible employees of the Company and its subsidiary company. According to the Scheme, the employees selected by the Nomination and Remuneration Committee from time to time would be entitled to options, subject to satisfaction of the prescribed vesting conditions. Westlife ESOS Trust (the ''Trust'') has been established to facilitate the scheme.

ESOS Scheme 2021

The shareholders of the Company at its meeting held on September 16, 2021 by way of special resolution, formulated the "The Westlife Development Limited Employees Stock Option Scheme 2021" (referred to as ''the Company''s 2021 ESOS Scheme''). ESOP is the primary arrangement under which shared plan service incentive are provided to certain employees of it''s subsidiary."

For options exercised during the year, the weighted average share price at the exercise date was H466.44 per share (March 31, 2022: H510.63 per share).

The weighted average remaining contractual life for the stock options outstanding as at March 31, 2023 is 6.88 years (March 31, 2022: 3.54 years). The range of exercise prices for options outstanding at the end of the year was H2/- to H698.50/- (March 31, 2022: H100/- to H300/-) *During the year, the Company has recovered H Nil million (inclusive of taxes) (March 31, 2022 H4.08 million (inclusive of taxes)) from its subsidiary towards compensation cost pertaining to the share based payment. However, Employee Stock Compensation Expense includes the effect of the following transaction:

During the year ended 31^st March 2023, Westlife Foodworld Limited (Formerly Known As Westlife Development Limited) (''the Company'') vide Board resolution dated 18 May 2022, approved the transition of stock options held by certain employees of its subsidiary company i.e. Hardcastle Restaurants Private Limited from "The Westlife Development Limited Employees Stock Option Scheme 2013" (referred to as ''the Company''s 2013 ESOS Scheme'') to ""The Westlife Development Limited Employee Stock Option (Trust) Scheme 2021" (''referred to as the Company''s 2021 ESOS Scheme'').

Pursuant to the transition, stock options granted earlier by the Company under the Company''s 2013 ESOS Scheme were cancelled on obtaining consent from respective option holders who were paid H480 lakhs as cash payout in lieu of cancellation. Consequently, net effect on cancellation of options of H247 lakhs after adjusting balance in ''Employees Stock Option Outstanding Reserve'' of H233 lakhs was charged to the profit and loss of the subsidiary company. Further, as per the transition, in lieu of cancellation of options the option holders were also granted new stock options under Company''s 2021 ESOS Scheme in accordance with the terms as set out in the said scheme.

23 Segment reporting

There is no separate reportable segment as per Ind AS 108 on ''Operating Segments'' in respect of the Company.

The Company operates in single segment only. There are no operations outside India and hence there is no external revenue or assets which require disclosure.

There is no revenue from external customers during the year ended March 31, 2023 (March 31, 2022: Nil)

24 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. The Company has not received any fund from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

b) Disclosure Of Transactions With Struck Off Companies

The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

c) No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

(1) Crypto Currency or Virtual Currency

(2) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(3) Registration of charges or satisfaction with Registrar of Companies

(4) Transaction not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961"

d) Analytical ratios

The Company is termed as an Unregistered Core Investment Company (CIC) as per Reserve Bank of India Guidelines dated 13 August 2020 and is not exposed to any regulatory imposed capital requirements. Thus, the following analytical ratios are not applicable to the Company:

1. Capital to risk-weighted assets ratio (CRAR)

2. Tier I CRAR

3. Tier II CRAR

4. Liquidity Coverage Ratio

26 The Company has defined process to take daily back-up of books of account maintained electronically and maintain the logs of the back-up of such books of account for cyclic period of 7 days only. However, management is taking steps to configure systems to ensure that logs of daily back up for books of account is maintained on a daily basis so long as they are required to be maintained under applicable statute.

27 Subsequent events

The Company has evaluated subsequent events from the balance sheet date through May 09, 2023, the date at which the financial statements were available to be issued, and determined that there are no items to report.

Mar 31, 2022

Rights, preferences and restrictions Equity shares

The Company has only one class of Equity Shares having par value of H2 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, if any proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Preference shares

Information regarding aggregate number of equity shares issued during the five years immediately preceding the date of Balance Sheet:

The Company has not issued shares for consideration other than cash and has not bought back any shares during the past five years.

123,800 equity shares have been issued under Employee Stock Option Plan (March, 31 2021: 134,200) for which exercise price has been received in cash (refer note 20)

No equity shares have been forfeited.

(a) Capital reserve

The excess amount of the book value of investment under the composite scheme of arrangement over its cost of investment is treated as capital reserve.

(b) Securities premium reserve

(c) General reserve

(d) Employee stock options outstanding

The Company has established equity-settled share-based payment plans for certain categories of employees of subsidiary Company. Refer to Note 19 for further details on these plans.

(e) Retained earnings

Retained earnings represent the profits that the Company has earned till date, less any transfers to general reserve. Retained Earnings is a free reserve.

(f) Share application money pending allotment

Carrying amounts of cash and cash equivalents, other receivables and trade payables as at March 31, 2022 and March 31, 2021 approximate the fair value.

b Fair value hierarchy

This section explains the judgement and estimates made in determining the fair values of the financial instruments that are

a) recognised and measured at fair value.

b) measured at amortised cost and for which fair values are disclosed in the standalone financial statements.

14 Fair Value Measurement (Contd.)

Level 2 - The fair value of financial instruments that are not traded in an active market (for example, over-the counter derivatives) 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 is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

Measurement of fair values

The following tables show the valuation techniques used in measuring Level 1 fair values, for financial instruments measured at fair value in the statement of financial position.

Risk management framework

- protect the Company''s financial results and position from financial risks

- maintain market risks within acceptable parameters, while optimising returns; and

- protect the Company''s financial investments, while maximising returns.

i. Credit risk

The gross carrying amount of financial assets, net of any impairment losses recognised represents the maximum credit exposure.

A financial asset is ''credit-impaired'' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred such as a breach of contract.

In respect of its investments the Company aims to minimize its financial credit risk through the application of risk management policies.

The Company has other receivables of H5.39 million and loans of H55.05 million as at March 31, 2022 (March 31, 2021 - H53.28 millions) (Refer Note 18). There are no significant amounts due by more than 180 days and not provided for. Management believes that other receivables and loans being amounts receivable from its wholly owned subsidiary and controlled trust are fully collectible based on their ability to generate independent cash flows. These amounts can be called for by the Company at short notice.

Credit risk on cash and cash equivalent (including bank balances and fixed deposits) is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.

ii. Liquidity Risk

iii. Market Risk

ii) Interest rate risk is the risk that the that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any financial instrument that is exposed to interest rate risk.

iii) Other price risk is the risk that that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company''s investment in mutual funds is exposed to pricing risk. Other financial instruments held by the company does not possess any risk associated with trading. An increase of 5 percent in Net Assets Value (NAV) of mutual funds would decrease the loss before tax by approximately H5.67 million (March 31, 2021 - H4.70 million ). A similar percentage decrease would have resulted equivalent opposite impact.

15 Capital Management

The Company monitors capital using a ratio of ''net debt'' to ''equity''. For this purpose, net debt is defined as total interest bearing loans and borrowings less cash and cash equivalents. Equity comprises all components of equity. The Company does not have any debt as at March 31, 2022.

19 Contingent Liabilities: Contingent liabilities as at March 31, 2022 H Nil (March 31, 2021 H Nil)

20 Employee stock option plan

a) The Company provides share-based payment scheme to certain eligible employees of its subsidiary company. During the year ended March 31, 2022, an employee stock option plan (ESOP) was in existence. The relevant details of the scheme and the grant are as below.

On September 18, 2013, the board of directors approved the Equity Settled ESOP Scheme 2013 (Scheme 2013) for issue of stock options to the key employees and directors of the Company and its subsidiary company. According to the Scheme 2013, the employee selected by the Nomination and Remuneration Committee from time to time will be entitled to options, subject to satisfaction of the prescribed vesting conditions. The contractual life (comprising the vesting period and the exercise period) of options granted is 9 years. The other relevant terms of the grant are as below:

Vesting period Graded vesting - 20% every year (granted upto 2013)

Graded vesting - 25% every year (granted post 2013)

Exercise period - 9 years

b)	The details of the activity under the scheme are as below :
	Particulars	March 31, 2022		March 31, 2021
		No of Options	Weighted average exercise price (H)	No of Options	Weighted average exercise price (H)
Outstanding at the beginning of the year		4,06,530	230.43	5,22,480	211.83
Granted during the year		-	-	65,000	345.57
Forfeited during the year		35,750	302.45	46,750	230.48
Exercised during the year		1,23,800	199.06	1,34,200	214.47
Expired during the year		-	-	-	-
Outstanding at the end of the year		2,46,980	235.72	4,06,530	230.43
Exercisable at the end of the year		2,28,230	222.65	2,99,530	204.38

20 Employee stock option plan (Contd.)

For options exercised during the year, the weighted average share price at the exercise date was H510.63 per share (March 31, 2021: H402.87 per share).

The weighted average remaining contractual life for the stock options outstanding as at March 31, 2022 is 3.54 years (March 31, 2021: 3.86 years). The range of exercise prices for options outstanding at the end of the year was H100 to H300 (March 31, 2021: H100 to H400).

21 Segment reporting

There is no separate reportable segment as per Ind AS 108 on ''Operating Segments'' in respect of the Company.

The Company operates in single segment only. There are no operations outside India and hence there is no external revenue or assets which require disclosure.

There is no revenue from external customers during the year ended March 31, 2022 (March 31, 2021: Nil)

22 COVID-19

The Company has considered the possible effects that may result from COVID-19 on the carrying amounts of financial assets, receivables, advances, intangibles etc. as well as liabilities accrued. In developing the assumptions relating to the possible future uncertainties in the economic conditions because of this pandemic, the Company has used internal and external information. Having reviewed the underlying data and based on current estimates, the Company does not expect any material impact on the carrying amount of these assets & liabilities. The impact of COVID-19 on the Company''s standalone financial statements may differ from that estimated as at the date of approval of these standalone financial statements and the Company will continue to closely monitor any material changes to future economic conditions. The Company has also evaluated the impact of the same on the aforementioned risks i.e. credit risk, liquidity risk, market risk, currency risk and interest risk and does not foresee any material impact on account of the same.

23 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. The Company has not received any fund from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

24 As per amendment in Schedule III of Companies Act 2013, following are additional notes to accounts: (Contd.)

(3) Registration of charges or satisfaction with Registrar of Companies

(4) Transaction not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961

25 Subsequent events

The Company has evaluated subsequent events from the balance sheet date through May 18, 2022, the date at which the financial statements were available to be issued, and determined that there are no items to report.

Mar 31, 2018

No options were granted during the previous year

The expected life of the stock is based on historical data and current expectations are not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

1. Pursuant to the resolutions passed by the Board of Directors on November 06, 2017 and February 05, 2018, the Company has been classified as a Core Investment Company (''CIC'') exempt from registration with the Reserve Bank of India within the meaning of the Core Investment Companies (Reserve Bank) Directions, 2016. The Company having been classified as a CIC is mandated to adopt Indian Accounting Standards (Ind AS) only from accounting periods beginning on or after 1st April, 2019, as per the provisions of Rule 4 (1)(iv)(b)(A) of the Companies (Indian Accounting Standards) Rules, 2015 (''the Rules''). The Company has therefore prepared and presented these financial statements in accordance with the accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006 notified under Section 133 of the Companies Act 2013, read together with Rule 7 of the Companies (Accounts) Rules 2014 and Companies (Accounting Standards) Amendment Rules, 2016.

2. All assets and liabilities have been classified as current and non-current as per the criteria in Schedule III of Companies Act, 2013.

3 Previous year''s figures have been regrouped /reclassified wherever necessary to make them comparable with current year''s figures. The previous year''s figures were audited by auditors other than B S R & Associates LLP, Chartered Accountants.

Mar 31, 2017

Note 1(a) - Share application money pending allotment

i) As at March 31, 2016, share application money pending allotment represents application money received on account of Employee Stock Option Scheme. During the previous year, the Company had received H100 per share towards allotment of 4,000 equity share at exercise price of H100 each and was shown under Share application money pending allotment. During the year the Company has made the allotment on April 21, 2016.

Note 2. Employee Stock Option Plan

a) The Company provides share-based payment schemes to its employees. During the year ended March 31, 2017, an employee stock option plan (ESOP) was in existence. The relevant details of the scheme and the grant are as below.

On September 18, 2013, the board of directors approved the Equity Settled ESOP Scheme 2013 (Scheme 2013) for issue of stock options to the key employees and directors of the Company and its subsidiary company. According to the Scheme 2013, the employee selected by the Nomination and Remuneration Committee from time to time will be entitled to options, subject to satisfaction of the prescribed vesting conditions. The contractual life (comprising the vesting period and the exercise period) of options granted is 10.01 years. The other relevant terms of the grant are as below

Vesting period - Graded vesting - 20% every year

Exercise period - 10.01 years

For options exercised during the period, the weighted average share price at the exercise date was H197.08 per share (Previous Year H249.40 per share)

The weighted average remaining contractual life for the stock options outstanding as at March 31, 2017 is 6.81 years (Previous Year 7.78 years). The range of exercise prices for options outstanding at the end of the year was H100 to H300 (Previous Year H100 to H300).

The Company has granted all of its options to the employees of its subsidiary company and the related expenses are recovered from the subsidiary company. During the year, the Company has recovered H16,114,060 (previous year H15,951,015) from its subsidiary company towards ESOP cost. Thus the cost included in the Statement of Profit and Loss of the Company is HNil.

d) The weighted average fair value of stock options granted during the year was HNil (previous year H87.40). The Black Scholes valuation model has been used for computing the weighted average fair value considering the following inputs

*No options were granted during the year

Note 3. Segment Reporting

The Company operates in single business segment i.e. trading of steel, textile and other materials and hence disclosure of segment wise information is not required under AS-17 ''Segment Reporting".

The Company has only one geographical segment as it caters to the needs of the domestic market only.

Note 4. Disclosure required under Section 186 (4) of the Companies Act 2013

Included in loans and advances are certain inter-corporate deposits the particulars of which are disclosed below as required under Section 186 (4) of the Companies Act 2013.

* During the year, the subsidiary company has repaid the loan to the Company

Note 5.

Previous year''s figures have been regrouped /reclassified wherever necessary to make them comparable with current year''s figures.

Mar 31, 2016

ii) Terms/ Rights attached to Equity Shares

The Company has only one class of Equity Shares having par value of H2 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, if any proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended March 31, 2016, the amount of dividend per share recognized as distribution to equity shareholders was HNil (Previous year HNil). In the event of liquidation of the Company, holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts The distribution will be in proportion to the number of equity shares held by the shareholders.

iii) Details of aggregate number of shares issued for consideration other than cash and bonus shares issued during the period of 5 years immediately preceding the reporting date

As per records of the Company, including register of shareholders/members and declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of the shares.

v) Shares reserved for issue under options

For details of shares reserved for issue under the Employee Stock Option Plan of the Company, Refer Note 24

vi) Share application money pending allotment represents application money received on account of Employee Stock Option Scheme The Company has received H100 each per share towards allotment of 4,000 equity share at exercise price of H100 each and is shown under Share application money pending allotment. The Company has made the allotment on April 21, 2016. The Company has sufficient authorized share capital to cover the share capital amount on allotment of shares out of share application money

1. Contingent Liabilities : Contingent liabilities as at March 31, 2016 H Nil (Previous Year H Nil).

2. Operating Leases :

a) Operating lease payments recognized in Statement of Profit and Loss is HNil (Previous Year H2,348,000)

b) Payments received for sub-leases recognized as Income in Statement of Profit and Loss is HNil (Previous Year H2,420,000).

c) General description of leasing arrangements

(i) Leased Assets Office premises taken on lease

(ii) At expiry of the lease term, the Company has an option either to return the asset or extend the term by renewing the contract

(iii) There is no escalation clause in the lease agreement. There are no restrictions imposed by the lease arrangement.

3. The re are no Micro and Small Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the Company owes dues. This information has been determined on the basis of information available with the Company

4. Employee Stock Option Plans

a) The Company provides share-based payment schemes to its employees. During the year ended March 31, 2016, an employee stock option plan (ESOP) was in existence. The relevant details of the scheme and the grant are as below

On September 18, 2013, the board of directors approved the Equity Settled ESOP Scheme 2013 (Scheme 2013) for issue of stock options to the key employees and directors of the Company and its subsidiary company According to the Scheme 2013, the employee selected by the Nomination and Remuneration Committee from time to time will be entitled to options, subject to satisfaction of the prescribed vesting conditions. The contractual life (comprising the vesting period and the exercise period) of options granted is 10.01 years. The other relevant terms of the grant are as below Vesting period Grant vesting - 20% every year

Exercise period 10.01 years

5. Employee Stock Option Plans (contd.)

b) The details of the activity under the scheme are as below

For options exercised during the period, the weighted average share price at the exercise date was H249.40 per share (Previous Year not applicable since no options exercised).

The weighted average remaining contractual life for the stock options outstanding as at March 31, 2016 is 7.78 years (Previous Year 8.07 years). The range of exercise prices for options outstanding at the end of the year was H100 to H300 (Previous Year H100 to H300).

c) Effect of employee share based payment plans on the Statement of Profit and Loss and on its financial position

6. During the previous year, the Company had revised depreciation rate on certain fixed assets in accordance with the requirements of Schedule II of the Companies Act, 2013. Consequently H3,566 (net of tax H1,594) had been adjusted to opening balance of retained earnings on account of assets whose useful life is already exhausted as on April 01, 2014.

7. Disclosure required under Section 186 (4) of the Companies Act 2013

Included in loans and advances are certain inter-corporate deposits the particulars of which are disclosed below as required under Section 186 (4) of the Companies Act 2013

8. Promoter Group

Mr. Banwari Lal Jatia is the promoter of the Company. The persons constituting the promoter group include individuals, HUF and corporate entities. The names of these persons are

Achal Exim Private Limited, Akshay Ayush Impex Private Limited, Acacia Impex Private Limited, Anand Veena Twisters Private Limited, Concept Highland Business Private Limited, Hardcastle & Waud Mfg Co. Limited, Hardcastle Petrofer Private Limited, Hawcoplast Investments & Trading Limited, Horizon Impex Private Limited, Houghton Hardcastle (India) Limited, Hawco Lubricants Limited, Saubhagya Impex Private Limited, Shri Ambika Trading Co. Private Limited, Subh Ashish Exim Private Limited, Vandeep Tradelinks Private Limited, Vishwas Investment & Trading Co. Private Limited, Winmore Leasing & Holdings Limited, West Pioneer (India) Private Limited, West Leisure Resorts Limited, Amit BL Properties Private Limited, Ridhhika Properties Private Limited, Hardcastle Restaturants Private Limited, Makino Holdings Limited, J K Speciality Chemicals LLP, Hawco Petrofer LLP, Smt. Lalita Devi Jatia, Smt. Usha Devi Jatia, Shri. Amit Jatia, Smt. Smita Jatia, Shri. Akshay Jatia, Shri. Ayush Jatia, Shri. Anurag Jatia, Smt. Shalini Jatia, Miss Ridhika Jatia, Banwarilal Jatia - HUF, Amit Jatia - HUF and Anurag Jatia - HUF.

9. Previous year''s figures have been regrouped /reclassified wherever necessary to make them comparable with current year''s figures.

Mar 31, 2014

1 CORPORATE INFORMATION

Westlife Development Limited is a public limited company incorporated under the Companies Act, 1956 and having its registered office at Mumbai. The Company has interests in trading and in quick service restaurant business through its subsidiaries.

1.1 BASIS OF PREPARATION

The financial statements of the Company have been prepared and presented in accordance with the generally accepted accounting principles in India (Indian GAAP) under the historical cost convention on an accrual basis. The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956 read with General Circular 8 / 2014 dated April 4, 2014, issued by the Ministry of Corporate Affairs in respect of Section 133 of The Companies Act, 2013. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

2 SEGMENT INFORMATION

The Company has considered Business Segments as the primary segment for disclosure. Business Segments have been identified taking into account the nature of the products, the differing risks and returns, the organisation structure and internal reporting system.

Management has identified four reportable segments namely Trading, Leasing, Lending and Services.

Secondary Segment Information - Geographical Segments

Entire Business Activities being in India, hence there is only one geographical segment.

Trading

The Company is engaged in the business of trading of steel, textile and other materials.

Leasing

The Company provides office premises on operating lease basis.

Lending

The Company provides loan facility to its group companies and others.

Services

The Company is engaged in providing manpower services.

3 CONTINGENT LIABILITIES:

Contingent liabilities as at March 31, 2014 H Nil (Previous Year H Nil).

4 OPERATING LEASES:

a) Operating lease payments recognized in Statement of Profit and Loss is H4,886,400 (Previous Year H5,766,000).

b) Payments received for sub-leases recognized as Income in Statement of Profit and Loss is H5,040,000 (Previous Year H5,920,000).

c) General description of leasing arrangements:

(i) Leased Assets: Office premises taken on lease

(ii) At expiry of the lease term, the Company has an option either to return the asset or extend the term by renewing the contract.

(iii) There is no escalation clause in the lease agreement. There are no restrictions imposed by the lease arrangement.

5 COMPOSITE SCHEME OF ARRANGEMENT

a) Amalgamation of Westpoint Leisureparks Private Limited (WLPL)

Pursuant to the composite scheme of arrangement (''the scheme''), the erstwhile WLPL has been amalgamated with the Company under section 391 to 394 of the Companies Act, 1956 sanctioned by the Hon''ble High Court of Bombay on July 19, 2013 and the assets and liabilities of WLPL were transferred and vested in the Company with effect from October 1, 2012. Accordingly, the scheme has been given effect to in these financial statements.

The operations of WLPL include carrying out the business activities of promotion, development, setting up, management of investments in and operation of quick service restaurants, hotels, resorts, leasing of immovable properties, providing human resource, investing in shares and mutual fund units, trading in goods.

The amalgamation has been accounted for under the "pooling of interest" method as prescribed by Accounting Standard-14 "Accounting for amalgamation". Accordingly, the accounting treatment has been given as under

1) The assets, liabilities, reserves and debit balance in the Statement of Profit and Loss account of WLPL as at October 1, 2012 have been incorporated at their book values in the financial statements of the Company.

2) 1,30,395 Equity shares of Re 1 each fully paid up of WLPL stands cancelled. Further investment in 99,000 equity shares of WLPL held by the company stands cancelled and 28,994,852 equity shares of H2 each of the Company have been issued to the remaining shareholders of WLPL.

3) The excess amount of H57,958,564 of the book value of the investment in the equity share capital of WLPL and consideration given by the Company over the face value of the cancelled shares as referred in note 2 above has been debited in Capital Reserve account.

4) The profit of WLPL for the period October 1, 2012 to March 31, 2013 amounting to H395,564 has been added to surplus in Statement of Profit and Loss account.

b) Amalgamation of Triple A Foods Private Limited (TAF)

Pursuant to the composite scheme of arrangement (''the scheme"), the erstwhile TAF has been amalgamated with the Company under section 391 to 394 of the Companies Act, 1956 sanctioned by the Hon''ble High Court of Bombay on July 19, 2013 and the assets and liabilities of TAF were transferred to and vested in the Company with effect from October 1, 2012. Accordingly, the scheme has been given effect to in these financial statements.

The operations of TAF include carrying out the business activities of promotion, development, setting up, management of investments in and operation of quick service restaurants, hotels, resorts, leasing of immovable properties, providing human resource, investing in shares and mutual fund units, trading in goods.

The amalgamation has been accounted for under the "pooling of interest" method as prescribed by Accounting Standard -14 "Accounting for amalgamation". Accordingly, the accounting treatment has been given as under

1) The assets, liabilities, reserves and credit balance in the Statement of Profit and Loss of TAF as at October 1, 2012 have been incorporated at their book values in the financial statements of the Company.

2) 126,250 Equity shares of H1000 each fully paid up of TAF stands cancelled. Further investment in 101,000 equity shares of TAF held by WLPL stands cancelled and 29,704,100 equity shares of H2 each of the Company have been issued to the remaining shareholders of TAF.

3) The excess amount of H2,306,408,200 of the book value of the investment in the equity share capital of TAF and consideration given by the Company over the face value of the cancelled shares as referred in note 2 above has been debited in Capital Reserve account.

4) The profit of TAF for the period October 1, 2012 to March 31, 2013 amounting to H92,062 has been added to surplus in Statement of Profit and Loss account.

c) Demerger of Westlife Development Limited

Pursuant to the composite scheme of arrangement (''the scheme''), under section 391 to 394 of the Companies Act, 1956 sanctioned by the Hon''ble High Court of Bombay on July 19, 2013, the trading, lending and investment business (transferred business) is transferred to the resulting company "West Leisure Resorts Private Limited" (WLR) w.e.f. October 1,2012(appointed date). Accordingly the scheme has been given effect to in these financial statements.

1) All the assets and liabilities of the transferred business of the Company on the appointed date have been transferred to WLR.

2) Investment in 2,666,670 equity shares of WLR of H10 each fully paid up held by the Company stands cancelled and the excess of assets over liabilities relating to the transferred business amounting to H157,578,402 transferred to WLR, have been debited to the Capital Reserve account.

3) The profit of transferred business for the period October 1, 2012 to March 31, 2013 amounting to H20,898,628 has been adjusted in "surplus/(deficit) in statement of profit and loss" and transferred to WLR.

6 There are no Micro, Small & Medium Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the Company owes dues. This information has been determined on the basis of information available with the Company.

The options were not exercised during the year, hence the weighted average share price on the date of exercise is not mentioned (Previous year: not applicable)

The Company has granted options to the employees of its subsidiary company and the related expenses are recovered from the subsidiary company. Thus the cost included in the Statement of Profit and Loss account of the Company is nil.

e) The weighted average fair value of stock options granted during the year was H278.11 (previous year not applicable). The Black Scholes valuation model has been used for computing the weighted average fair value considering the following inputs:

7 The profit for the year is comparatively lower than the last year mainly on account of one time amalgamation costs such as stamp duty etc. (refer note 20) debited in the Statement in the Profit and Loss account. This has resulted into negative earnings before depreciation and tax.

8 Promoter Group : Mr. Banwari Lal Jatia is the promoter of the Company. The persons constituting the promoter group include individuals, HUF and corporate entities. The names of these persons are:

Achal Exim Private Limited, Akshay Ayush Impex Private Limited, Acacia Impex Private Limited, Anand Veena Twisters Private Limited, Concept Highland Business Private Limited, Hardcastle & Waud Mfg Co. Limited, Hardcastle Petrofer Private Limited, Hawcoplast Investments & Trading Limited, Horizon Impex Private Limited, Houghton Hardcastle (India) Limited, Hawco Lubricants Limited, Saubhagya Impex Private Limited, Shri Ambika Trading Co. Private Limited, Subh Ashish Exim Private Limited, Vandeep Tradelinks Private Limited, Vishwas Investment & Trading Co. Private Limited, Winmore Leasing & Holdings Limited, West Pioneer (India) Private Limited, West Leisure Resorts Limited, Amit BL Properties Private Limited, Ridhhika Properties Private Limited, Hardcastle Restaturants Private Limited, Makino Holdings Limited, J K Speciality Chemicals LLP, Hawco Petrofer LLP, Smt. Lalita Devi Jatia, Smt. Usha Devi Jatia, Shri. Amit Jatia, Smt. Smita Jatia, Shri. Akshay Jatia, Shri. Ayush Jatia, Shri. Anurag Jatia, Smt. Shalini Jatia, Miss Ridhika Jatia, Banwarilal Jatia Â HUF, Amit Jatia Â HUF and Anurag Jatia - HUF.

9 Previous year''s figures have been regrouped /reclassified wherever necessary to make them comparable with current year''s figures.

Mar 31, 2013

1. CORPORATE INFORMATION

Westlife Development Limited is a public limited company incorporated under the Companies Act, 1956 and having its registered office at Mumbai. Its shares are listed on the Bombay Stock Exchange. The Company has interests in trading and in quick service restaurant business through its subsidiaries.

2 Basis of Preparation

The financial statements of the Company have been prepared and presented in accordance with the generally accepted accounting principles in India (Indian GAAP) under the historical cost convention on an accrual basis. The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

3. SEGMENT INFORMATION

The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the nature of the products, the differing risks and returns, the organisation structure and internal reporting system.

Management has identified four reportable segments namely Trading, Leasing, Lending and Job Contracts,

4. CONTINGENT LIABILITIES

Contingent liabilities as at March 31 2013 Rs. Nil (Previous Year Rs. Nil).

5. OPERATING LEASES:

a) Operating lease payments recognised in Statement of Profit and Loss is Rs. 57,66,000 (Previous Year Rs. 64,86,000).

b) Payments received for sub-leases recognised as Income in Statement of Profit and Loss is Rs. 59,20,000 (Previous Year Rs. 66,60,000).

c) General description of leasing arrangements:

(i) Leased Assets: Office premises taken on lease

(ii) At expiry of the lease term, the Company has an option either to return the asset or extend the term by renewing the contract.

(iii) There is no escalation clause in the lease agreement. There are no restrictions imposed by the lease arrangement.

6. PROPOSED SCHEME OF ARRANGEMENT AND AMALGAMATION

The Board of Directors at its meeting held on December 12 2012 approved a Composite Scheme of Arrangement for amalgamation of Westpoint Leisure Parks Private Limited and Triple A Foods Private Limited with the Company and to spin off a part the of the Company''s business to West Leisure Resorts Private Limited.

In terms of the Scheme, the appointed date is 01 October 2012. The Scheme has been filed with the High Court of Bombay and is pending approval of the Court.

In view of the pendency, no effect of the Scheme has been recognised in the financial statements.

7. During the previous year, the Company had written off project expenditure aggregating to Rs. 1,27,43,861 relating to exploration of new business opportunities on account of non viability of the projects.

8. The Company has not recognised liability for Rs. 23,836,822 towards premium payable on redemption of preference shares, as the Management is of the view that in future there will be sufficient securities premium amount available with the Company to pay the premium payable on redemption of the preference shares.

9. There are no Micro, Small & Medium Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the Company owes dues. This information has been determined on the basis of information available with the Company.

10. Promoter Group : Mr. Banwari Lai Jatia is the promoter of the Company. The persons constituting the promoter group include individuals, HUF and corporate entities. The names of these persons are:

Achal Exim Private Limited, Akshay Ayush Impex Private Limited, Acacia Impex Private Limited, Anand Veena Twisters Private Limited, Concept Highland Business Private Limited, Hardcastle & Waud Mfg Co. Limited, Hardcastle Petrofer Private Limited, Hawcoplast Investments & Trading Limited, Horizon Impex Private Limited, Houghton Hardcastle (India) Limited, Hawco Lubricants Limited, Saubhagya Impex Private Limited, Shri Ambika Trading Co. Private Limited, Subh Ashish Exim Private Limited, Triple A Foods Private Limited, Vandeep Tradelinks Private Limited, Vishwas Investment & Trading Co. Private Limited, Winmore Leasing & Holdings Limited, West Leisure Resorts Private Limited, Westpoint Leisureparks Private Limited, Hardcastle Restaturants Private Limited, Smt Lalita Devi Jatia, Smt Usha Devi Jatia, Shri Amit Jatia, Smt Smita Jatia, Shri Akshay Jatia, Shri Ayush Jatia, Shri Anurag Jatia, Smt Shalini Jatia, Miss Ridhika Jatia, Banwarilal Jatia - HUF, Amit Jatia - HUF and Anurag Jatia - HUF.

11. Figures of previous year were audited by a firm of chartered accountants other than S.R. Batliboi & Co. LLP.

12. Previous year''s figures have been regrouped /restated wherever necessary to make them comparable with current year''s figures.

Mar 31, 2011

1) In the opinion of the Board, Current Assets, Loans & Advances have a value on realization in the ordinary course of business at least equal to the amounts at which they are stated. Provision for all known liabilities has been made,

2) Since the Compony employs very few persons, the accrued liability in respect of shart-term compensated absences has been calculated by employing a method based on the assumption that such benefits are payable to the employees at the end of the accounting year, As for post-employment benefits the Company is not covered under the Payment of Grotuity Act, 1972 and the Employees' Provident Funds and Miscellanious Provisions Act, 1952.

However, in view of contractual obligations provision for gratuity liability has been made on the assumption that the benefit thereof is payable at the end of the accounting year.

3) To the best of knowledge of the Compony, none of its creditors is a "Small Enterprise" within its meaning under clouse (m) of Section 2 of the Micro.Small & Medium Enterprises Development Act, 2006 and therefore principal amount, interest paid / payable or accrued to such enterprises is NIL.

4) Related party disclosure : (As identified by the management and relied by the auditors)

i) Control : Mr. B.L. Jatia (Promoter)

ii) Subsidiary Companies : West Leisure Resorts Pvt Ltd West Point Leisureparks Pvt Ltd

5) Income tax demand of Rs. 1.51 Lacs for Assessment Year 2007-08 has not been provided for as Company's appeal against the same is pending before the Appellate Authoryity.

NOTE:

Secondary segment Information - Geographical segments Business Activities are only in India, hence there are no reportable Geographical Segments.

6) The Company has granted unsecured loan carrying 0% Interest during the year to West Leisure Resorts Pvt Ltd, its wholly - owned subsidiary. The year-end balance of the loan was Rs 7,87,80,000 (maximum during the year Rs. 14,11,30,000). There is no repayment schedule for the loan. Two of the Company's directors are interested therein being also directors in the loanee company.

7) The Company granted unsecured loon carrying 0% interest during the year to Westpoint Leisureparks Pvt Ltd, its subsidiary, The year-end bolance of the loan was NIL (maximum during the year Rs 4,66,00,000). Two of the Company's directors are interested therein being also directors in the loanee company.

8) There are no shares in unclaimed suspense account.

9) Promoter Group : Mr B L Jatia is the promoter of the Company. The persons constituting the promoter group include individuals, HUF and corporate entities. The names of these persons are:

Mr B.L. Jatia, Achal Exim Pvt, Ltd, Akshay Ayush Impex Pvt, Ltd, Acacia Impex Pvt. Ltd, Anand Veena Twisters Pvt, Ltd, Concept Highland Business Pvt. Ltd, Hordcostle 4 Waud Mfg Co. Ltd, Hardcastle Petrofer Pvt. Ltd, Hawcoplost Investments & Trading Ltd, Horizon Impex Pvt. Ltd, Houghton Hardcastle (India) Ltd, Howca Lubricants Ltd, Saubhagya Impex Pvt. Ltd, Shri Ambika Trading Co. Pvt. Ltd, Subh Ashish Exim Pvt. Ltd, Triple A Foods Pvt. Ltd, Vandeep Tradelinks Pvt. Ltd, Vishwas Investment A Trading Co, Pvt, Ltd, Winmore Leasing A Holdings Ltd,West Leisure Resorts Pvt, Ltd., Westpoint Leisureparks Pvt. Ltd., Hordcostle Restaturonts Pvt, Ltd, Smt Lalita Devi Jatia, Shri B.L.Jatia, Smt Usha Devi Jatia, Shri Amit Jatia, Smt Smita Jatia, Shri Akshay Jotia, Shri Ayush Jatia, Shri Anurag Jatia, Smt Shalini Jatio, Miss Ridhika Jatia, Banwarilal Jatia - HUF, Amit Jatia - HUF and Anurag Jatia - HUF.

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