j. Provisions, contingent liabilities and contingent assets
A provision is recognised when the Company has a present obligation as a result of a past event and it is probable that an outflow of embodying economic benefits will
be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure
required to settle the present obligation at the Balance sheet date. Provisions are determined by discounting the expected future cash flows (representing the best estimate
of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the liability. Provisions are reviewed at each balance sheet date and adjusted to effect current management estimates.
Contingent liabilities are not recognised but are disclosed in the notes forming part of restated consolidated financial statements. A Contingent liability is a possible
obligation arising from past events, the existence of which will be confirmed only by the occurence or non-occurence of one or more uncertain future events not wholly
within the control of the Group or a present obligation that arises from past events but is not recognised because it is not probable that an outflow of resources embodying
economic benefits will be required to settle the obligation; or the amount of the obligation cannot be measured with sufficient reliability. Contingent assets are neither
recognised nor disclosed in the restated consolidated financial statements.
k. Income Tax
Income tax expense comprises current and deferred tax. It is recognised in statement of profit and loss except to the extent that it relates to items recognised directly in
equity or in OCI.
(i) Current Tax
Current tax is measured at the amount expected to be paid in respect of taxable income using tax rates enacted or substantively enacted at the reporting date. Current tax
comprises the expected tax payable on the taxable income or loss for the year and any adjustment to the tax payable in respect of previous years.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax
items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Current tax assets and current tax liabilities are offset only if the Company has a legally enforceable right to set off the recognised amounts, and it intends to realise the
asset and settle the liability on a net basis or simultaneously.
(ii) Deferred Tax
Deferred tax is recognised in respect on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial
statements.
Deferred tax assets arising mainly on account of carry' forward losses and unabsorbed depreciation under tax laws are recognised only if there is reasonable certainty of
its realisation, supported by convincing evidence.
Deferred tax assets on account of other temporary differences are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will
be available against which such deferred tax assets can be realised.
Deferred tax assets and liabilities arc measured using tax rates and tax laws that have been enacted or substantively enacted at the Balance Sheet date. Changes in
deferred tax assets / liabilities on account of changes in enacted tax rates are given effect to in the standalone statement of profit and loss in the period of the change. The
carrying amount of deferred tax assets are reviewed at each Balance Sheet date.
Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set-off assets against liabilities representing current tax and where
the deferred tax assets and deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.
l. Cash and cash equivalents
Cash and cash equivalents includes cash on hand and balance with bank in current accounts, demand deposits with banks, other short-term highly liquid investments with
original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For
the purpose of the statement of cash flows, cash and cash equivalents cash and short-term deposits are considered integral part of the Company’s cash management.
m. Bank balances other than cash and cash equivalents
Bank balances other than cash and cash equivalents includes fixed deposits with banks with original maturities of twelve months or less.
n. Impairment of non-financial assets
The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. An asset is impaired when the carrying amount of the
asset exceeds its recoverable amount. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. An
impairment loss is reversed to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had
previously been recognised.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) net selling price and its value in use. The recoverable amount is determined for
an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount
of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an
appropriate valuation model is used.
o. Segment reporting
The company prepares the consolidated financial statements. In accordance with Ind AS 108 on operating segments, the Company has not disclosed the segments
information in the standalone financial statements.
p. Earnings per share
The Company reports basic and diluted earnings per equity share. Basic earnings per equity share have been computed by dividing net profit attributable to the equity
share holders for the year by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share have been computed by
dividing the net profit attributable to the equity share holders after giving impact of dilutive potential equity shares for the year by the weighted average number of equity
shares and dilutive potential equity shares outstanding during the year, except where the results are anti-dilutive.
q. Cash flow statement
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals
of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the Company are segregated.
q. Business combinations
Business combinations are accounted for by applying the acquisition method as at the date of acquisition, which is the date on which control is transferred to the
Company. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. When the
Company acquires a business, it assess the financial assets and liabilities assumed for appropriate classification and designation. In accordance with contractual terms,
economic circumstances, and pertinent conditions as at acquisition date. The excess of the cost of acquisition over the interest in the fair value of the identifiable net
assets acquired and attributable to the owners of the Company is recorded as goodwill. The cost of an acquisition is measured as the aggregate of the consideration
transferred, which is measured at the acquisition date fair value and the amount of a non-controlling interest in the acquire. Transaction costs incurred in connection with
a business acquisition arc expensed as and when incurred. Any contingent consideration payable is measured at fair value at the acquisition date. Subsequent changes in
the fair value of contingent consideration are recognised in Standalone Statement of Profit and Loss. Contingent consideration that is classified as equity is not
remeasured and subsequent settlement is accounted for within equity.
Business combinations involving entities or businesses under common control shall be accounted for using the pooling of interest method
If a business combination is achieved in stages, any previously held equity interest in the acquiree is re-measured at its acquisition dale fair value and any resulting gain
or loss is recognised in profit or loss or OC1, as appropriate.
Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value is less than its carrying amount. ____
r. Use of estimates and judgements
The preparation of financial statements in conformity with Ind AS requires that the management make estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results could differ from those estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognized prospectively in current and future years. In particular, information
about areas of significant estimation uncertainty and critical judgements in applying accounting policies that have a significant effect on the amounts recognized in the
financial statements are included below:
(i) Depreciation and amortization
Depreciation and amortisation is based on management estimates of the future useful lives of the properly, plant and equipment and intangible assets. Estimates may
change due to technological developments, competition, changes in market conditions and other factors and may result in changes in the estimated useful life and in the
depreciation and amortisation charges.
(ii) Recognition and measurement of defined benefit obligations
The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary-
escalation, actuarial rates and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The
period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations. Due to complexities involved in the valuation
and its long term nature, defined benefit obligation is sensitive to changes in these assumptions.
(iii) Fair value of financial instruments
Financial instruments are required to be fair valued as at the balance sheet date as provided in Ind AS 109 and Ind AS 113. Being a critical estimate, judgement is
exercised to determine the carrying values. The fair value of financial instruments that arc unlisted and not traded in an active market is determined at fair values
assessed based on recent transactions entered into with third parties, based on valuation done by external appraisers etc., as applicable.
(iv) Expected credit losses on financial assets
The Company recognizes loss allowances for expected credit losses on its financial assets measured at amortized cost. At each reporting date, the Company assesses
whether financial assets carried at amortized cost are credit- impaired. 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.
(v) Deferred Tax
Deferred tax assets and liabilities are recognized for the future tax consequences of temporary' differences between the carrying values of assets and liabilities and their
respective tax bases. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible
temporary differences could be utilized. Further details are disclosed in Note 23.
(vi) Provision and contingencies
The recognition and measurement of other provisions are based on the assessment of the probability of an outflow ot resources, and on past experience and
circumstances known at the reporting date. The actual outflow of resources at a future date may therefore, vary from the amount included in other provisions.
(vii) Share based payments
Estimating fair value for share based payment requires determination of the most appropriate valuation model. The estimate also requires determination of the most
appropriate inputs to the valuation model including the expected life of the option, volatility and dividend yield and making assumptions about them. The assumptions
and models used for estimating fair value for share based payments transactions arc discussed in Note 29 "Share based payments".
In determining whether an arrangement is, or contains a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains,
a lease date if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset, even if that right is
not explicitly specified in the arrangement.
(Lx) Operating cycle
Based on the time involved between acquisition of assets for processing and their realisation in cash and cash equivalents, the Group has identified twelve months as its
operating cycle for determining current and non-current classification of assets and liabilities in the balance sheet.
s. Recent pronouncements
Ministry' of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued
from time to time. For the year ended 31 March 2025, MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and
leaseback transactions, applicable to the Company w.e.f. 01 April 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined
that it does not have any impact in its financial statements.
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Company as a lessee
Tire Company’s lease asset classes primarily consist of leases for premises and leasehold improvements. The Company assesses whether a contract contains a lease, at inception of a contract.
To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company
has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognizes a right — of — use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for
leases with a term of twelve months or less (short-term leases) and low value leases.
For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The Company has not
recognised any short term leases.
Certain lease arrangements include the option to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably
certain that they will be exercised.
The ROU are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any prepaid lease plus any initial direct costs. I hey are subsequently measured at
cost less accumulated depreciation.
ROU assets are depreciated from the commencement date on a straight-line basis over the lease term.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the incremental borrowing rate of the
company. Lease liabilities are re-measured with a corresponding adjustment to the related right of use asset if the Company changes its assessment on whether it will exercise an extension or a
termination option.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments of INR 151.86 Millions (March 31, 2024 : 1NR 126.96 Millions) have been classified as
cash flow generated from financing activity.
(I)) Terms/rights attached to equity slimes and preference slimes
Rights, preferences and restrictions attached to equity shares
The Company has issued equity share, having a par value of INR 2/- per share. Every member holding equity shares therein shall have voting rights in proportion to their share of the paid up equity share capital. The holder of the
equity shares shall be entitled to dividend as and when declared by the Company in proportion to the number of shares held In the event of liquidation of the Company, the 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.
Rights, preferences and restrictions attached to Class A equity shares
The holders of the Class A Equity Shares shall have the same rights, privileges, limitations, and restrictions pari-passu with the holder of Equity Shares and shall enjoy all other rights such as bonus shares, rights shares etc. which the
holders of Equity Shares are entitled to subject to the voting rights.
Class A Equity Shareholders shall carry such voting rights such that all Class A Equity Shares, shall in aggregate, entitle the holders of all Class A Equity Shares, to voting rights (rounded down to the nearest whole number) equal to
81% (eighty one percent) of all issued and outstanding Equity Shares, Class A Equity Shares and cumulative compulsory preference shares, on an as-if converted basis.
The aggregate voting rights of all Class A Equity Shares held by a holder of Class A Equity Shares shall automatically, without any further action, stand reduced to 0 (zero) votes, such that the relevant Class A Equity Shares shall not
have any voting rights, immediately upon the earlier of, (a) the date of Transfer of any Class A Equity Shares to any Person by a holder of Class A Equity Shares; (b) the dale on which such holder of Class A Equity Shares ceases
providing services to the Company or any of its subsidiaries as an officer. Director or employee; or (c) the date of death or permanent incapacity of any individual registered as a holder of Class A Equity Shares.
Rights, preferences end restrictions attached to preference shares
Series A-l, A-2, A-3, A-4, B, C-l, C-2, D, E Compulsorily convertible preference shares
Any Series A-l, Series A-2, Scries A-3, Series A-4, Series B, Series C-l, Series C-2, Series D and Series E compulsorily convertible preference Shares (collectively referred to as "Preference Shares"), issued by the Company, if not
converted at any time prior to 20 (Twenty) years from the date of issuance of the same, shall automatically convert into Equity Shares on the (a) latest permissible date prior to the issue of Shares to the public in connection with the
occurrence of an Initial Public Offer (IPO) under Applicable Law; or (b) day immediately preceding the completion of 20 (Twenty) years from the date of issuance of the same.
The Preference Shareholders of the Company for their action or consideration at any meeting of Shareholders of the Company, each holder of outstanding Preference Shares shall be entitled to cast the number of voles equal to the
number of Equity Shares into which the Preference Shares held by such holder are convertible as of the record date for determining Shareholders entitled to vote on such matter.
Any of the rights, powers, preferences and other terms of a series of Preference Shares may be waived on behalf of all holders of such scries of Preference Shares by the. affirmative written consent or vote of the holders of atleast a
majority of shares of such series of Preference Shares then outstanding.
Each Preference Share is issued at a preferential dividend rate of 0.00001% (Zero point Zero Zero Zero Zero One percent) per annum. The Dividend is non-cumulative and shall not accrue whether or not paid. The Dividend shall be
due only when declared by the Board in compliance with Applicable Law.
The holders of the Preference Shares shall have conversion rights as follows (the "Conversion Rights") -
Each share of Preference Shares shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid
Equity Shares as is determined by dividing the applicable Original Issue Price by the applicable Preferred Conversion Price (as defined below) in effect at the time of conversion. Each such initial Preferred Conversion Price, and the
rale at which Preference Shares may be converted into Equity Shares, shall be subject to adjustment for Diluting Issues, Share Splits and Consolidations, other dividends and distributions, merger or reorganisations.
Mandatory conversion:
Upon either (a) prior to the filing of red herring prospectus in connection with an IPO, or(b) the vote or written consent of the Requisite Holders and, for conversion of any series of the Preference Shares, the vote or written consent,
of the holders of at least majority of the outstanding shares of such series of the Preference Shares as required under Applicable Law, voting as a separate class (such date of filing of the red herring prospectus or the date and time
specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”), then (i) all outstanding Preference Shares shall automatically be converted into Equity Shares, at the then effective conversion rate
as calculated pursuant to Part B(a)(i)A of Schedule 5 and (ii) such shares may not be reissued by the Company.
(i) Retained earnings:
The cumulative gain or loss arising From the operations which is retained by the Company is recognised and accumulated under the heading "Retained Earnings". At the end of the
year, the profit (loss) after tax is transferred from the statement of profit and loss to retained earnings.
(ii) Securities premium:
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purpose in accordance with the provisions of the Companies Act.
(iii) Share options outstanding account:
It represents fair value of the employee stock option plan. These option are issued by the Company to the employees of the Company and its subsidiary companies. (Refer note 29)
(iv) Other comprehensive income
It represents gain or loss recognised on investment in equity instruments measured at fair value through OCI.
25 Financial instruments - Fair values and risk management (continued)
B Valuation technique used to determine fair values
Specific valuation technique to value financial instruments like:
i. Use of quoted market prices for financial instruments traded in active markets.
ii. Comparable company multiple/discounted cash flow analysis for other financial instruments.
iii. The fair values for financial assets and liabilities other than investments are disclosed at there carrying value as their carrying amounts are a reasonable approximation of the fair values.
C Financial risk management
The Company has exposure to the following risks arising from financial instruments:
(i) Credit risk;
(ii) Liquidity risk; and
(iii) Market risk
i. Risk management framework
The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. 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, through its training and management standards and procedures,
aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
ii. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the
Company's receivables from customers. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including trade receivable. The
maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The
Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
Cash and cash equivalents
Credit risk on cash and cash equivalents and other bank balances is limited as the Group generally invests in deposits with banks and financial institutions with high credit ratings assigned
by domestic credit rating agencies.
Trade Receivables
The Company applies the Ind AS 109 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance (ECL) for all trade
receivables.
The application of a simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each
reporting date, right from its initial recognition.
To measure the expected credit losses, the Company has customer base with shared credit risk characteristics. As per policy of the Company, trade receivable to the extent not covered by
collateral (i.e. unsecured trade receivable) is considered for computation of loss allowance and the amount of loss is recognised in the Statement of Profit and Loss. Trade receivable of the
group are of short duration. Though trade receivables are due for short duration there are certain instances of delay in collection. The Company has computed expected credit loss due to
delay in collection.
29 Share Based Payments
The Company has Employee Stock Option Scheme namely "Billionbrains Garage Ventures Limited Employee Stock Option Scheme 2024 (formerly known as Billionbrains Garage Ventures Private
Limited Employee Stock Option Scheme 2024" ('BGV ESOS 2024')), which was replaced from Groww Inc 2017 Stock Incentive Plan ("GSIP 2017") subsequent to the approval of the scheme of
merger between Groww Inc., State of Delaware, USA and the Company by the Hon’ble NCLT via merger order dated 28lh March 2024.
BGV ESOS 2024 is prepared basis the same terms and conditions as of GSIP 2017 except on the exercise period of the options which is modified to twenty years from existing ten years and exercise
price has been modified to INR 10 from exercise price S0.27 - S91.3453 for all the options. Further, the options of GSIP 2017 have been adjusted for swap ratio i.e., for every one (I) option held
under GSIP 2017, such option holders shall be granted two point two (2.2) options under BGV ESOS 2024 as applied to shareholders and have been restated as if they were available of earliest
reporting period in the financial statements, irrespective of their actual date.
On 28 June 2024, the board of directors approved the BGV ESOS 2024 for issue of stock options to the permanent employees including Directors of the Company (other than Promoter(s) or person
belonging to the Promoter Group of the Company, Independent Directors, if any, and Directors holding directly or indirectly more than 10% of the outstanding equity shares of the Company) and its
subsidiaries (hereinafter referred to as an “Employee(s)”). The board of directors has constituted an ESOP committee for implementation and administration of BGV ESOS 2024. The employee
selected by the ESOP committee from time to time will be entitled to options, subject to satisfaction of the prescribed vesting conditions, viz., continuing employment and subject to performance
parameters defined in the BGV ESOS 2024.
Stock options granted under BGV ESOS 2024/GSIP 2017 would vest based on the terms and conditions mentioned in the respective letter of Grant/stock option grant notice. The company/erstwhile
holding company has issued stock options with a vesting period of 12 - 48 months with a cliff of 12 months and fully vested stock options.
For stock options granted under BGV ESOS 2024, the weighted average fair value of options during the year ended 31 March 2025 was INR 20.54 and for stock options granted under GSIP 2017, the
weighted average fair value of options during the year 31 March 2024 - S 14.50 - $ 18.96. As at 3 I March 2025, the weighted average contractual remaining life of options is 16.51 years.
Eligible employees were provided with an alternative of cash or share based payment for performance bonuses. Pursuant to the same, the Group paid performance bonus in the form of stock options
amounting to INR 11.70 (31 March 2024 - 19.50) which is included as part of Salaries, allowances and bonus.
During the year ended 31 March 2025 -
(i) the Company has issued bonus in the ratio of 14:1 to all the existing shareholders whose names appear in the register of members of the Company as on 9 August 2024. Hence, each option granted
under BGV ESOS 2024 would be eligible for 15 equity shares upon excerise.
(ii) the Company has further issued bonus in the ratio of 10:1 to all the existing shareholders whose names appear in the register of members of the Company as on 29 January 2025. Hence, each
option granted under BGV ESOS 2024 would be eligible for 1.5 equity shares upon excerise over and above point (i).
(iii) The Company has sub-divided 1 equity share having a face value of INR 10/- each fully paid up into 5 equity shares having a face value of INR 21- each fully paid up. Hence, each option granted
under BGV ESOS 2024 has been sub-divided into 5 options with an exercise price of INR 2/-. The effect of the same have been restated as if they were available of earliest reporting period in the
financial statements, irrespective of their actual date.
30 Business Combinations
Cross-border merger of Groww Inc
A. Background
Pursuant to the provisions of Section 230 to 232 read with Section 234 of the Companies Act, 2013 and all other applicable provisions, read with National Company Law
Tribunal Rules, 2016 and Companies (Compromise, Arrangement, and Amalgamations) Rules, 2016 and enabling provisions in the Company's Memorandum and Articles of
Association vide order dated 28 March 2024, the NCLT has approved the Scheme of Amalgamation ("the Scheme") for amalgamation of Groww Inc, USA, pursuant to the
General Corporation Law of the Stale of Delaware, USA ("Transferor Company") with and into Billionbrains Garage Ventures Private Limited ("the Company") or ("Transferee
Company") or (BGV).
Subsequent to the reconstitution, Company has subscribed to the equity, Class A equity and preference share capital. This acquisition has lead to simplification of the
shareholding structure and reduction of shareholding tiers so that the Group can tap the efficiencies of being an Indian company given the regulatory framework applying to the
Group's various businesses.
Further, the said merger is expected to result in the following business objectives-
- simplifying and unifying the holding structure of the group through an amalgamation;
- efficient decision making by eliminating duplicate corporate procedures in the State of Delaware due to a streamlined holding structure and simplify and eliminate the inter¬
company transactions;
- economising and reducing in administrative, managerial and other common expenditure; and
- creating value for various stakeholders and shareholders of the group, as a result of the above.
B. Appointed date
The Scheme was made effective from 29 March 2024 based on Form Inc-28 filed with the Registrar of Companies ("ROC") with an appointed date I April 2023.
Consequently, the Company has included the financial information of the Transferor Company in its standalone financial statements with effect from appointed date (which is
deemed to be the acquisition date for purpose of Ind AS 103 - Business Combinations), to include the information of the Transferor Company. Consequently, the figures for the
year ended March 31, 2023 have been restated from the earliest reporting period to give impact of the Scheme (refer section C below), 'therefore, financial statements for the
year ended March 31, 2023 are not strictly comparable with the previous year’s financial statement.
C. Accounting
Upon this Scheme becoming effective and with effect from the Appointed Date, the Company has accounted for the amalgamation in its books of account in accordance with
‘Pooling of Interests Method’ prescribed in ‘Appendix C’ ‘Business combinations of entities under common control’ of the Indian Accounting Standard (Ind-AS) 103 for
Business Combinations notified under Section 133 of the Indian Companies Act read with Companies (Indian Accounting Standards) Rules, 2015.
'The accounting under pooling of interest method is as follows::
1. The assets and liabilities of the combining entities are reflected at their carrying amounts.
2. No adjustments arc made to reflect fair values, or recognise any new assets or liabilities. The only adjustments that arc made are to harmonise accounting policies, if
applicable.
3. The financial information of the respective prior periods has been restated as if the business combination had occurred from the beginning of the earliest period reported in the
financial statements, irrespective of the actual date of the combination.
31 Demerger of the online credit distribution business division of Neobillion Fin tech Private Limited
"Pursuant to the provisions under Section 233, read with Section 230 and other applicable provisions of the Companies Act, 2013, the RoC and jurisdictional Regional Director
has approved the demerger scheme vide order dated 21 March 2025. Pursuant to the said order, the online credit distribution business division of Neobillion Fintech Private
Limited (“Demerged Undertaking”), is transferred and vested into the Company on a ‘going concern basis’.
The rationale for the Demerger Scheme is to re-organise and restructure the operations so as to combine same or similar business activities, in order to optimize management of
business operations. The appointed date is 01 April, 2024 (“Appointed Date”), with effect from which the Demerger Scheme shall be deemed to have become operative and the
Demerged Undertaking, together with its assets, liabilities, employees, rights and powers, is proposed to stand transferred to and vested in the Company. Since, Neobillion
Fintech Private Limited is a wholly owned subsidiary of Company, no new shares will be issued pursuant to the Demerger Scheme.
The Board of Directors at its meeting held on 29 October, 2024 have approved the Scheme of Arrangement (“the Scheme”) for the demerger of undertaking comprising of
online credit distribution business division (“Demerged Undertaking”) of Neobillion Fintech Private Limited into the Company w.e.f. April I, 2024. The Company along with
Neobillion Fintech Private Limited had filed the petition in connection with the Scheme with the jurisdictional Regional Director. The Scheme was sanctioned by the
jurisdictional Regional Director vide order dated March 21, 2025. Consequently, the Company has included the financial results of Demerged Undertaking from the date of
acquisition of control i.e. April I, 2024 pursuant to the accounting treatment as prescribed in the Scheme. Consequently, the reported figures for the year ended March 31, 2024
have been restated to give impact of the Scheme. Therefore, the financial statements for the year ended March 31, 2024 are not strictly comparable with the previous year’s
financial statements. The proportionate investment of Demerged Undertaking held by the Company shall stand cancelled.
37 Subsequent events
(i) As per the provisions of the Companies Act, 2013 read with Rule 9 and 14 of the Companies (Share Capital and Debentures) Rules, 2014, vide Board meeting dated 29th January 2025
and shareholders meeting dated February 21, 2025 , the Board of Directors and the shareholders of the Company has approved the issuance of fully paid-up compulsorily convertible
preference shares (“Bonus CCPS”) of Rs 10 each to the holders of equity shares and Class A equity shares (“Members”) of the Company, as per names appearing in the Company s
Register of Members as of January 29, 2025 (“Record Date”) in the ratio of 1:10, i.e., 1 Bonus CCPS for every 10 existing equity shares/Class A equity shares of nominal value of INR 10
(Indian Rupees Ten) each. Accordingly, the Board of Directors vide board meeting dated April 03, 2025 accorded to allot 36,563,061 (Thirty-six Million, Five Hundred Sixty Three
Thousand, Sixty Only) fully paid-up Compulsorily Convertible Preference Shares ("Bonus CCPS ) of face value of Rs 10/- (Rupees Ten Only) each.
Further, the Board of Directors vide board meeting dated May 21, 2025 have approved the conversion of 28,724,280 Bonus CCPS of Rs. 10/- (Rupees ten only) each held by Class B
Bonus CCPS holders into 265,699,591 Equity shares of Rs. 2/- (Rupees Two only) each in the milestone achievement ratio opted by the Class B Bonus CCPS holders. Subsequently,
265,699,591 Equity shares of Rs. 21- (Rupees Two only) each have been allotted. The impact of the same has been considered in the Earnings per share.
(ii) Pursuant to the provisions of Companies Act, 2013, and other applicable rules framed thereunder, the Articles of Association of the company and approval of Board and Shareholders
at its meeting held on February 20, 2025 and March 04, 2025 respectively and receipt of the approval from Competition Commission of India (CCI) on April 01, 2025, it is proposed to
dissolve and extinguish Differential Voting Rights attached to Class A Equity Shares, held by Lalit Keshre, Harsh Jain, Neeraj Singh and Ishan Bansal. The said dissolution will be
consummated by allotting Equity Shares against the said Class A Equity Shares.
The new Equity' Shares to be issued in lieu of the cancelled Class A Equity Shares shall rank pari-passu in all respects with the existing Equity' Shares of the Company.
(iii) As per the provisions of the Companies Act 2013, vide board meeting dated 8 April, 2025, and vide shareholders meeting dated 6 May 2025, the board of directors and the
shareholders of the Company have respectively approved further increase in the Authorized Share Capital of the Company from Rs. 20,000,000,000 (Rupees Twenty Thousand Million
Only) divided into 9,575,000,000 (Nine Thousand Five Hundred Seventy-Five Million) Equity Shares of Rs. 2/- (Rupees Two Only) each; and 85,000,000 (Eighty' Five Million)
Preference Shares ofRs.10/-’ (Rupees Ten Only) each to Rs. 50,000,000,000 (Rupees Fifty Thousand Million Only) divided into 23,325,000,000 (Twenty Three Thousand Three
Hundred Twenty-Five Million) Equity Shares ofRs. 2/- (Rupees Two Only) each; and 335,000,000 (Three Hundred Thirty Five Million) Preference Shares of Rs. 10/- (Rupees Ten Only)
each.
(iv) Pursuant to a share subscription agreement dated April 28, 2025 Viggo Investment Pte. Ltd. has agreed to subscribe Series F compulsorily convertible preference shares and equity
shares and pursuant to share purchase agreement dated May 23, 2025, purchase preference shares from certain existing shareholders. The closing of this transaction is subject to various
closing conditions, including regulatory' approvals.
(v) Pursuant to share subscription agreement dated May 13, 2025, ISP VII-B Blocker GW, Ltd. and ISP VII Blocker GW, Ltd. have agreed to subscribe Series F compulsorily convertible
preference shares. Accordingly, the Board of Directors vide board meeting dated June 17, 2025 accorded to allot 17,968,243 (Seventeen Million, Nine Hundred Sixty Eight Thousand,
Two Hundred and Forty Three) Scries F Compulsorily Convertible Preference Shares (Series F CCPS) of the company of face value of Rs 10/- (Rupees Ten Only) each.
Pursuant to share purchase agreement dated June 13, 2025, ISP Vll-B Blocker GW, Ltd. and ISP VII Blocker GW, Ltd. have agreed to purchase certain equity shares and preference
shares from the certain existing shareholders. The closing of this transaction is subject to various closing conditions.
(vi) Pursuant to share purchase agreement dated May 16, 2025, the company has agreed to purchase 225,000 equity shares, 30 Series A equity shares, 560,037 compulsory convertible
preference shares of Finwizard Technology Private Limited from the selling shareholders at a total consideration of Rs. 9,611.05 million. The closing of this transaction is subject to
various closing conditions, including regulatory approvals. Subsequent to completion of closing conditions including regulatory approvals, Finwizard Technology Private Limited shall be
wholly owned subsidiary' of the Company.
(vii) The Company has proposed to undertake an Initial Public Offering (“IPO”) of its equity shares (the “Equity Shares”), comprising a fresh issue of Equity Shares by the Company (the
“Fresh Issue”) and an offer for sale of Equity Shares by certain existing shareholders (the “Selling Shareholders”) (together, the “Offer”).
In connection with (he proposed IPO, the Board of Directors of the Company approved the Offer vide resolution dated April 22, 2025, which was subsequently approved by the
shareholders through a resolution passed on May 06, 2025.
Pursuant to the above approvals, the Company filed a Confidential Prc-filed Draft Red Herring Prospectus (“PDRHP”) with the Securities and Exchange Board of India (“SEBI"), BSE
Limited (“BSE”), and the National Slock Exchange of India Limited (“NSE”) on May 25, 2025. A public announcement regarding the filing of the PDRHP was published in newspapers
on May 26, 2025.
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