Warren Tea Ltd. — Annual Report 2020

Jun 30, 2020

Warren Tea Limited ~,

WTL/SEC/S-2

30[th] June, 2020

The General Manager, Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Scrip Code 508494 The Secretary The Calcutta Stock Exchange Limited, 7 Lyons Range, Kolkata 700 00 I - Scrip Code 33002

Enclosed please find the Audited Standalone and Consolidated Financial Results for the Quarter and Year Ended 31 st March, 2020 which has been approved by the Board of Directors at its meeting held today together with Audit Report and Declaration pursuant to Regulation 33 (3)(d) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. We would request you to place the said results on the website of your Exchange.

In accordance to the SEBI directive and relaxation given till 30[th] June, 2020, newspaper publication is not mandatory for listed entities till 30[th] June, 2020, hence the same is not being published,

This may please be treated as compliance of Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Yours faithfully, Warren Tea Limited

SOmCL C~~iLt (Soma Chakraborty) . 0 Company Secretary

CIN : L01132AS1977PLC001706 • website: www.warrentea.com

orate Office: 'Suvira House', 48, Hungerford Street, Kolkata 700 017 Corp F '. 2289 4444 E-mail: corporate@warrentea.com Telephone: 2287 2287. ax. , .., 1 Registered Office: Oeohall Tea Estate, P.O. Hoogrijan, OIS1,Tmsukla. Assam 786 60

WARREN TEA LIMITED

,~ Warren Tea Limited

Registered Olfice: Deohall Tea Estate P.O. Hoogrijan. Dist. Tinsukia. Assam 786601. Tei: +9195310 45098. CIN: L01132AS1977PLC001706 Email: corporate@warrentea.com. Website: www.warrentea.com

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Qu"rt"r Ended On Year Ended On
PARTICULARS
31.1~.2019
31.03.2070 31.03.2019 31.03.2020 31.03.2019
(Unaudited)
1 Revenue from Operations 890 2973 1570 12291 11850
2 Other Income 75 146) 95 174 101
3 Totcllncome 965 2927 1665 12465 I i951
4 Expenses
oj Cnonges in inventories of Finished Goods 862 1588 938 528 3i3
1 11
b) Employee Benefits Expense 1862 2872 1802 10546 10012
cl Finance Cmts t 46 142 115 534 .;04
dl Depreciation and Amortisation Expense 43 76 90 273 347
e) Olher Expenses 392 1073 569 3752 3879
fl Total Expenses 3305 5751 3514 15633 14329
5 Profil/(Lo"I before Tax (3-4) I i134G) 1~824) (1849) (3168) (2:::781
6 Tax Expense
- Current Tax - -I
- Defelred Tax Il51) 1786: (7511 (736)
7 Profit I (Loss) for the Period (5-61 (15891 «~24) (1(163; (2417) (,('1"'>\ ....,•..,
8 01her Comprehemive Income
Items that will nol be reclassified la Profit or Loss :
- Remeasurement of Defined Benefit Plan 293 65 167 487 5J
- Effect for Change in Value of Investments (1) - (I) (1) il)
- Income To. relaling to Ilems lllat will not t'e reclassified 10 Profil or Loss (138) (148) (138) (148)
9 Total Comprehensive Income for Ihe Period 17-81 (1435) (2759) {10451 120691 (12181
10 Paid up Equily Share C(]pital 1195 1195 1195 1195 1195
(Face Valve 0: Rs.l01- eachl
II Other Equily excluding Revalualion Reserve as ~hown ir. 1:,e 5132 7157
Audited Balance Sheet
12 Earnings per Share IEPSI
- Basic and diluled Earnings per Share (Rupeesl (13.30) 123.63) 18.901 (20.22) (13.32)
I .
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,~ Warren Tea Limited

1. Cost of consumption of Green leaf produced at the Company's own gardens, being raw material used for manufacture of Black Tea, isnot ascertainable from financial accounting records since production involves an "integrated process" having various stages including growing, cultivation, manufacturing and marketing of Black Tea.

2. TheCompany has entered into a memorandum of understanding to sell Sealkotee Tea Estateand received a part of the consideration as advance. Relative agreement for sale isunder way and on execution of the same balance proceeds shall be received by the Company.

3. Due to outbreak of COVID 19Pandemic, the Company's production of made tea suffered from 25th March, 2020due to shutdown of the country impacting the performance of the Company during the financial year.

4. The operations of the Company have since been restored in a phased manner from mid-April, 2020 but certain uncertainty persistsregarding the short term prospects of the Company.

5. Thefigures for the last quarter ended 31st March, 2020.arethe balancing figures between audited figures in respect of full financial year ended 31st March, 2020and the year to date figures upto the third quarter of current financial year.

6. Upon appropriate recommendations by the Audit Committee of the Directors, the above Financial Resultshave been approved by the Board of Directors of the Company at its meeting held on 30th June, 2020.

Kolkato

. 30th June, 2020

V. K.Goenka Executive Chairman

		Particulars			Year Ended On
					31.03.2020	31.03.2019
	A 1	ASSETS Non-Current Assets Property. Plant and Equipment . Capital Work-in-Progress Other Intangible Assets Financial Assets Investments Loans Other Financial Assets Deferred Tax Assets (Net) Other Non Current Assets			7608 1703 6 3314 610 4 1260 465	7082 1728 8 3315 615 4 648 555
					14970	13955
	2	Current Assets Inventories Biological Assets other than Bearer Plants Financial Assets Trade Receivables Cash and Cash Equivalents , Other Bank Balances Loans Other Financial Assets Other Current Assets			611 1299 292 241 1806 2890 2 5 1 1 2 7 3 3 1086 559
					3803	5005
		TOTAL ASSETS			18773	18960
	B 1	EQUITIES AND LIABILITIES Equity Equity Share Capital Other Equity			1195 5132	1195 7157
					6327	8352
	2	LIabilities Non-Current LIabilities Financial Liabilities Borrowings Trade Payables Others Provisions			2600 83 215 1549	1275 90 150 1141
					4447	2656
		Current LIabilities Financial Liabilities BorroWings Trade Payables Other Financial LiabJities	~ .<,sl>.TH <l c-		1982 2363 1899	2150 2215 2066
		Other Currenl Liabilities ""'-~ ."/~ <- 376 Provisions ~!~J~ 492 Current Tax Liabilities [Net} -5-" ~ 887 "P1'1l ' ~~				31 531 959
		.	C'IiED ACCf:J . ~		7999	7952
		TOTAL EQUITIES AND LIABILITIES			18773	18960

AUDITED STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31 ST MARCH, 2020

,~ Warren Tea Limited

		('{'in Lakhs)
		Previous Year
A. Cash Flow from operating activities
Profit / (Loss)before Taxation
Adjustments for
Depreciation and Amortisation Finance Costs	273	347
Income from Interest and Dividends Biological Assetsother than Bearer Plants Provisions no longer required written back (Profit) / Losson Disposal of Properly, Plant and Equipment (Net)	534 (17) (52) (28)	404 (4) (79) (1)
Operating Profit before working capital changes
Adjustments for changes in
Trade and Other Receivables Inventories	599	629
Trade Payables'and Other Liabilities Cash generated from operations Direct Taxes Paid Net Cash from operating activities B. Cash Flow from investing activities	688 1185 14 (73) (59)	(473) 2242 687 (I) 686
Purchase of Property, Plant and Equipment Payment of Capital Advances Purchase of Current Investment Proceeds from Current Investment Sale of Property, Plant and Equipment Interest and Dividend Received Net Cash from / (used) in investing activities C. Cash Flow from financing activities	(727) 111 (200) 200 17 (599)	(714) (189) 4 (899)
Proceeds from Short-term Borrowings	1400
Proceeds from Long-term Borrowings Repayment of Long -term Borrowings Repayment of Short -term Borrowings Finance Costs Paid Net Cash from / (used) in financing activities	1850 (525) (1568) (502) 655	(400) (200) (405) 210
Cash and Cash Equivalents
Opening Balance
Cash and Cash Equivalents
Closing Balance
Cash and Cash Equivalents

Warren Tea Limited ,~

The General Manager, Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Scrip Code 508494

The Secretary, The Calcutta Stock Exchange Limited, 7 Lyons Range, Kolkata 700 001 - Scrip Code 33002

Declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015

It is hereby declared that the Audit Report in respect of the Audited Financial Results for the year ended 31[51] March, 2020 does not contain any modified opinion.

Yours faithfully,

Warren Tea Limited

S.K. MU~:dhYaY Chief Financial Officer

CIN : L01132AS1977PLC001706 • website: www.warrentea.com

Corporate Office: 'Suvira House', 48, Hungerford Street, Kolkata 700 017 Telephone: 22872287. Fax: 22894444, E-mail: corporate@warrentea.com Registered Office: Deohall Tea Estate, P.O. Hoogrijan, Dist. Tinsukia, Assam 786 601

'~ M CHATRATH & CO LLP (FORMERLY B M CHATRATH & CO) CHARTER'ED ACCOUNTANTS LLPIN AAJ-0682

REGD. OFFICE: CENTRE POINT, 4th FLOOR, Suite No. 440 21, HEMANTA BASU SARANI, KOLKATA - 700001 TEL: 2248-4575/4667/6810/6798,2210-1385,2248_9934 E-mail: bmccal@bmchatrath.in website. wwwbmchatrath.com

Independent Auditor's Report on Quarterly and Year to Date Audited Standalone Financial Results of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Report on the audit ofthe Standalone Financial Results

Opinion

We have audited the accompanying standalone financial results of WARRENTEA LIMITED("the Company") for the quarter ended 31 March 2020and [the year to date results for the period from 1[st] April 2019 t031[st] March 2020 ("the Statement"), attached herewith], being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us these standalone financial results:

• i) are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

• ii) give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the net loss and other comprehensive loss and other financial information for the quarter ended and year to date results for the year ended 31[st] March 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). OUf responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these r~quirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Management's Responsibilities for the Standalone Financial Results

The statement has been prepared on the basis of the standalone annual financial statements.

The Company's Board of Directors are responsible for the preparation and presentation of the Statement that give a true and fair view of the net loss and other comprehensive loss and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting rec.ords in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate

NOIDA - 0-26. 2nd Floor, Sector - 3, Noida - 201301 (Uttar Pradesh). Ph. No - 0120-4593360. 0120-4593361 DELHI :- Flat No. - 10. 45 Friends Colony East. New Delhi 110065 MUMBAI :- A/9, Sai Prasad, 2nd Floor, Rajshree Shahu Maharaj Cross Road. (Telly Gulley Cross Road), Andheri East. Mumbai400069, Ph. : 022-32231382 HYDERABAD:H No. 8-2-618/2/2Jlat No. -18, 1st. Floor, R. K. ReSidency. Road No .. 11. Pin 500033. Ph 040-26832264 JAIPUR :- B-269, Janta Colony, Jaipur-302004, Ph .. 0141-2601727

internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

., , In preparing the standalone financialresults, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free froJ:l1material misstatement, whether due to fraud or error, and to Issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. lfwe conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the standalone financial results represent the underlying transactions and events in a manner that achieves fair presentation.

·We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governa'nce with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them alJrelationships and other matters that may reasonably be thought to bear on our independence and where applicable, related safeguards.

Other Matters

The statement includes the results for the quarter ended 31 March 2020 and the corresponding quarter ended in the previous year as reported in these standalone financial results, are the balancing figures between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current and previous financial year respectively, which were subject to limited review, as required under the Listing Regulations.

For B M CHATRATH & CO LLP Chartered Accountants FRN:301011E/E300025 \~~'(~~ Sukhpreet S. SiJn.U Partner ~. No. 052187 UDIN:20052187 MAAAJ3238

Place: Kolkata Date: 30 June, 2020

,~ Warren Tea Limited

WARREN TEA LIMITED

Registered Office: Deoholl Tea Estate P.O. Hoogrijan. Dis!. Tinsukia. Assam 786601. Tel: +9195310 45098. CIN: L01132AS1977PLCOO1706 Email: corporate@warrentea.com. website: www.warrentea.com

STATEMENTOF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THEFOURTHQUARTERAND YEAR ENDED 31STMARCH, 2020

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PARTICULARS Quarter Ended on Year Ended on
31.12.2019
31.03.2020 31.03.2019 31.03.2020 31.03.2019
(Unaudited)
1 Revenue from Operations 890 2973 1570 12291 11850
2 Other Income 75 (46) 95 174 101
3 Total Income 965 2927 1665 12465 1195\
4 Expenses
oj Changes in Inventories of Finished Goods 862 1588 938 528 (313)
b) Employee Benefits Expense 1862 2872 1802 10546 10012
c) Finance Costs 146 142 115 534 404
d) Depreciation and Amortisation Expense 43 76 90 273 347.
e) Other Expenses 392 1073 569 3752 3879
f) Total Expenses 3305 5751 3514 15633 14329
5 Profit 1 (Loss) before tax (3-4) (2340) (2824) (1849) (3168) (2378)
6 Tax Expense
- Current Tax - - - -
- Deferred Tax (751) . (786) (751) (786)
7 Profit 1 (Loss) for the period (5-6) (1589) (2824) (1063) (2417) (15921
8 Add: Shore of Profit 1 (Loss) of Investments in Associate (32) 58 32 (23) i5
9 Profit 1 (Loss) for the Period (7+8) (1621) (2766) (1031) (2440) (1577)
10 Other Comprehensive Income
Items that will not be reclassified to Profit or Loss:
- Remeasurement of Defined Benefit Plan 293 65 167 487 523
- Effect for Change in Value of Investments 11) - (1) (1) (1)
- Shore of Other Comprehensive Income in Associate - - 1 1 2
- Income Tax relating to Hems that will not be reclassified to Profit or Loss 1138) - (148) (138) (148)
11 Total Comprehensive Income for the Period 11467) (2701) (1012) 12091) (1201)
12 Paid up Equity Shore Capitol 1195 1195 1195 1195 1195
(Face Value of f 101- each)
13 Other Equity exclUding Revaluation Reserve as shown in the
Audited Balance Sheet 5972 8020
14 Earnings per Shore (EPS)
- Basic and diluted Earnings per Shore (Rupees) (13.56) (23.15) (8.62) (20.42) (13.19)
----- End of picture text -----

,~ Warren Tea Limited

• Cost of consumption of Green Leaf produced at the Company's own gardens. being raw material used for manufacture of Black Tea. is not ascertainable from financial accounting records since production involves an "integrated process" having various stages including growing. cultivation. manufacturing and marketing of Black Tea.

• The Company has entered into a memorandum of understanding to sell Sealkotee Tea Estate and received a part of the consideration as advance. Relative agreement for sale is under way and on execution of the same balance proceeds shall be received by the Company.

• Due to outbreak of COVID 19 Pandemic. the Company's production of made tea suffered from 25th March, 2020 due to shutdown of the country impacting the performance of the Company during the financial year.

• The operations of the Company have since been restored in a phased manner from mid-April. 2020 but certain uncertainty persistsregarding the short term prospects of the Company.

• The figures for the last quarter ended 31st March. 2020 are the balancing figures between audited figures in respect of full financial year ended 31st March, 2020 and the year to date figures upto the third quarter of current financial year.

• Upon appropriate recommendations by the Audit Committee of the Dire~tors, the above Financial Resultshave been approved by the Board of Directors of the Company at its meeting held on 30th June, 2020.

Kolkata 30th June. 2020 .

V. K.Goenka Executive Chairman

,~ Warren Tea Limited

(Figures in ~ lakhs)

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Year Ended On
Particulars
31.03.2020 31.03.2019
A ASSETS
1 Non-Current Assets
Property. Plant and Equipment 7608 7082
Capital Work-in-Progress 1703 1728
Other Intangible Assets 6 8
Financial Assets
Investments 4154 4178
Loans 610 615
Other Financial Assets 4 4
Deferred Tax Assets (Net) 1260 648
Other Non Current Assets 465 555
15810 14818
2 Current Assets
Inventories 611 1299
Biological Assets other than Bearer Plants 292 241
Financial Assets
Trade Receivables 1806 2890
Cash and Cash Equivalents 2 5
Other Bank Balances 1 1
Loans 2 .7
Other Financial Assets 3 3
Other Current Assets 1086 559
3803 5005
TOTAL ASSETS 19613 19823
B EQUITIESAND LIABILITIES
1 EquIty
Equity Share Capital 1195 1195
Other Equity 5972 8020
7167 9215
2 LIabilitIes
Non-Current LIabilities
Financial Liabilities
Borrowings 2600 1275
Trade Payables 83 90
Others 215 150
Provisions 1549 1141
4447 2656
Current LIabilities
Financial Liabilities
Borrowings :\?~TH&~~ 1982 2150
Trade Payables 2363 2215
Other Financial Liablities 1899 2066
Other Current Liabilities ~~i» ~ ~ ~~ 376 31
l'Jl i::>"""
Provisions "liED "'=":" I\CC';j 492 531
Current Tax Liabilities (Net) 887 959
7999 7952
TOTAL EQUITIES AND LIABILITIES 19613 19823
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,~ Warren Tea Limited

AUDITED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31 ST MARCH, 2020

A. Cash Flow from operating activities Profit / (loss) before Taxation Adjustments for Depreciation and Amortisation Finance Costs Income from Interest and Dividends Biological Assets other than Bearer Plants Provisions no longer required written back (Profit) / loss on Disposal of Property, Plant and'Equipment (Net) Operating Profit before working capilal changes Adjustments for changes in Trade and Other Receivables Inventories Trade Payables and Other liabilities Cash generated from opp-rations Direct Taxes Paid Net Cash from operating activities B. Cash Flow from Investing actlvllies Purchase of Property, Plont and Equipment Payment of Capital Advances Purchase of Current Investment Proceeds from Current Investment Sale of Property, Plant and Equipment Interest and Dividend Received Net Cash from I (used) in investing activities (A) C. Cash Flow from financing activities Proceeds from Short-term Borrowings Proceeds from long-term Borrowings Repayment of long -ferm Borrowings Repayment of Short -term Borrowings Finance Costs Paid Net Cash from / (used) in financing octivilies Cash and Cash Equivalents Opening Balance Cosh and COsh Equivalents , .posing Balanc~, Cash and Cash Equivalents

(~in lakhs) Previous Year 273 534 (17) (52) (28) 347 404 (4) (79) (I) 599 688 1185 14 (73) --~T 629 (473) 2242 687 ( 1) 686 (727) 111 (200) 200 (114) (189) 17 (599) 1400 1850 (525) (1568) (502) 655 (400) (200) (405) 210

--.

/

B M CHATRATH & CO LLP

(FORMERLY B M CHATRATH & CO)

CHARTERED ACCOUNTANTS LLPIN . AAJ-0682

REGD. OFFICE: CENTRE POINT, 4th FLOOR, Suite No. 440 21, HEMANTA BASU SARANI, KOLKATA - 700 001 TEL: 2248-4575/4667/6810/6798, 2210-1385, 2248-9934 E-mail: bmccal@bmchatrath.in

website: www.bmchatrath.com

Independent Auditor's Report on the Quarterly and Year to Date Consolidated financial results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

To

The Board of Directors of

Report on the audit of the Consolidated Financial Results

Opinion

We have audited the accompanying statement of quarterly and year to date consolidated financial results of WARRENTEALlMITED(hereinafter referred to as "the Company") and its associates, for the quarter ended 31st March 2020 and the year to date results for the period from 1[st] April 2019 to 31[st] March 2020("the Statement"), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Regulation").

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports ofthe other auditors on separate audited financial statements and other financial information of subsidiaries and joint ventures referred to in Other Matter paragraph below,the Statement:

• (a) includes the annual financial results of the following entities:

Maple Hotels and Resorts Ltd (Associate Company)

• (b) is presented in accordance with the requirements of the Regulation, in this regard; and

• (c) give a true and fair view, in conformity with the applicable accounting standards and other accounting principles generally accepted in India, of the consolidated net loss including other comprehensive loss and other financial information of the Company and its associate for the quarter ended March 31, 2020 and year to date results for the year ended31 March 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 ("Act"). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group, its joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matter" paragraph below, is sufficient and appropriate to provide a basis for our opinion.

NOIDA ·0-26. 2nd Floor, Sector - 3. NOlda - 201301 (Uttar Pradesh). Ph No 0120-4593360.0120-4593361 DELHI:Flat No. - 10. 45 Friends Colony East. New Delhi 110065 MUMBAI :- A/9. Sai Prasad. 2nd Floor, Rajshree Shahu Maharaj Cross Road (Telly GUlley Cross Road) Andheri East. Mumbai400069, Ph 022-32231382 HYDERABAD :- H No. 8-2-618/2/2. Flat No. - 1B. 1sl. Floor. R. K. ReSidency. Road No 11 Pin 500033. Ph 040-26832264 JAIPUR :- B-269, Janla Colony, Jaipur-302004. Ph 0141-2601727

, Management's Responsibilities for the Consolidated Financial Results

The statement has been prepared on the basis of the consolidated financial results, The Company's Board of Directors are responsible for the preparation and presentation of these consolidated tinancial results that give a true and fair view of the net loss and other comprehensive loss and other financial information of the Company including its associates in accordance with the applicable Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued there under and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the company and its associate responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and its associate and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial results by the Directors of the Company, as aforesaid.

In preparing the Consolidated Financial Results, the respective Board of Directors of the company and its associates responsible for assessing the ability of the Company and its associate to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the company and its associate responsible for Qverseeingthe financial reporting process of the Company and of its associate.

Auditor's Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are consid,ered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the . statement.

As part of an audit in accordance with SAs, we exercise professional judgmen~ and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for o~r opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, iritentionalomissiOriS, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates , and related disclosures made by the Board of Directors. :

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• Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether rt material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company and its associate to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and its associate to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the associate company to express an opinion on the Statement. We are responsible for the direction, supervision and 'performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Company and such other e,ntities included in the consolidated financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify dui-ing our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Reguiations, as amended, to the extent applicable.

Other Matters

The Statement include the results for the quarter ended 31 March 2020 and the corresponding quarter ended in the previous year as reported in these Consolidated financial results which are the balancing figure between the audited figures in respect of the full financial year and the published year to date figures up to the end of third quarter of the current and previous financial yea~ respectively which were subject to limited review, as required under the Listing Regulations.

For B M CHATRATH & CO LLP

Chartered Accountants FRN:30101~E/E300025 \~··....·t~~~ Sukhpreet S. Sid_ Partner M.No. 052187 UDIN:20052187 AAAAAM1986

Place: Kolkata

Date: 30 June, 2020