(ii) There are no reconciliation items between the opening and closing balances in the balance sheet for liabilities arising from financing activities.
(iii) The above Cash Flow Statement has been prepared in accordance with the "Indirect Method" as set out in the Ind AS - 7 on "Cash Flow Statements" specified under Section 133 of the Companies Act, 2013, as applicable.
(iv) The accompanying notes 1 to 54 are an integral part of these financial statements.
i. The company has not carried out any revaluation of property, plant and equipment for the year ended March 31, 2025 and March 31, 2024.
ii. All property, plant and equipment, are subject to charge against secured borrowings of the company referred in notes as secured term loans from others and secured term loans from banks and bank overdrafts.
iii. There are no impairment losses recognised during the year.
iv. There are no exchange differences adjusted in property, plant & equipment.
C. Estimation of Fair Values
Some disputes arose with the Landowners namely M/s Assam Vegetable & oil Product Limited and M/s. Sati Oil Udyog Limited with the Company arising out of the Development Agreement dtd 09.12.2009 pertaining to City Center Mall, Guwahati.
The Company raised certain disputes to the Landowners and thereafter vide its letter dated 01.10.2020, the Company proposed for settlement of disputes through Arbitration. The Company filed arbitration petition before the Hon'ble High Court Guwahati on dtd. 27.11.2020 for the appointment of Arbitrator when the Landowners vide their letter dated 30.10.2020 denied for Arbitration.
The Sole Arbitrator was appointed by the Hon'ble High Court vide its judgment dt 02.09.2021 and accordingly, the Sole Arbitrator, Hon'ble Mr. Justice Amitava Roy, Retd Judge of Supreme Court of India, had convened 1st sitting of Arbitration proceeding on 09.10.2021 and had prepared a time schedule of steps.
At present, the pleading part have already been completed and the evidences of affidavit has also been submitted. Meanwhile, the mandate of the Hon'ble Arbitrator was lapsed and the Claimant filled petition before the Hon'ble Gauhati High Court in July 2024 for further extension of time, which is pending as on date before the Hon'ble Court.
D. Leasing Arrangements
The Company has given its premises on cancellable operating lease to its franchisee. the above premises is treated as investmenty property under the proviosion of Ind AS 40 "Investment Property".
Lease receipts recognized in the Statement of profit and loss (including of depreciation of Rs. 0.94 crore (March 31,2024: Rs. 0.94 crore) during the year amounts to Rs. 12.41 crore (March 31,2024: Rs 12.82 crore)
.E. Pledged Details
The Investment property are provided as security against the secured borrowings of the Company as details mentioned in Note No. 20 of the financial statements.
(iv) Total Current and Non-Current Trade receivables Rs. 54.35 Crore as at 31 March 2025, which represent various claims raised in the earlier years in respect of projects substantially closed and where the claims are currently under negotiation//s / discussions / arbitration / litigation. Based on legal opinion / past experience with respect to such claims, management is of the view that the aforementioned all of the balances are fully recoverable.
(v) The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates and details of the transaction mentioned in Note No. 45."
a) Terms and rights attached to equity shares Voting
"The Company has two class of share capital, i.e. equity shares and preference shares having face value of Rs. 10 per share. Each share holder of equity shares in entitled to one vote per share held."
Dividends
During the year ended March 31,2025, the company has recorded per share dividend of Rs. Nil (March 31,2024 Nil) to its equity holders. Liquidation
In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive all of the remaining assets of the Company after distribution of all preferential amounts, if any. Such distribution amounts will be in proportion to the number of equity shares held by the shareholders.
e) . No class of shares have been bought back by the company during the period of five years immediately preceding the reporting date.
f) . The aggregate shareholding of the Promoters and members of the Promoter Group as of March 31,2025 was 2,14,88,680 equity shares
of ‘10 each representing 74.05% of the paid-up equity share capital of the Company.
In aggregate, pledge has been created on 2,14,88,680 equity shares held by Promoter Companies, representing 74.05% of the paid-up equity share capital of the Company.
g) . Terms and rights attached to preference shares
Voting
The preference shares do not carry any voting rights.
Dividends
Preference shares have preferential right of dividend over equity shares in event of declaration of dividend. These shares carry dividend rate of 0.01%. The dividend is payable only when the Company declares dividend during a particular financial year
T erms of conversion/redemption OCCPS
- The OCCPS shall be cumulative, non participating and convertible in nature till 28.03.2025, no conversion done by lenders till 31st March 2025.
'- The objective of the issue is to issue Optionally Convertible preference shares for conversion of outstanding loans in to Optionally Convertible Cumulative Preference shares (OCCPS) As per the applicable provisions of the Companies Act, 2013 and Master Restructuring Agreement dated 07.08.2023 entered into between the Company and Consortium of Bankers along with sanction letters of all the lenders i.e. Indian Overseas Bank, Indian Bank, Punjab National Bank, Union Bank of India, dated 28.07.2023, 05.04.2023, 06.03.2023,04.07.2023 respectively; Consent of the members of the
Company be and is hereby accorded to convert the outstanding loans of ^ 19,16,547,334 (Rupees One Hundred and Ninety-One Crore Sixty-Five Lakh Forty-seven Thousand Three Hundred and Thirty Four) into 56,989,216 (Five Crores Sixty Nine Lacs Eighty Nine Thousand Two Hundred Sixteen) Optionally Convertible Cumulative preference shares (OCCPS) at issue Price ^ 33.63 (“OCCPS”) each fully paid-up, aggregating up to ^ 19,16,547,334 (Rupees One Hundred and Ninety-One Crore Sixty-five Lakh Forty-Seven Thousand Three Hundred and Thirty Four) .”
- Rate of Dividend - 0.01 %
- Hence Conversion rights are closed now remaining OCCPS are repayable till March 31,2034 , repayment will start onwards June 2027.
Nature and purpose of other reserves:
(i) Securities Premium
Securities premium has been created upon issue of shares at premium. The reserve shall be utilized in accordance with the provisions of the Companies Act, 2013.
(ii) General Reserve
The company appropriates a portion to general reserves out of the profits either as per the requirements of the Companies Act 2013 ('Act') or voluntarily to meet future contingencies. The said reserve is available for payment of dividend to the shareholders as per the provisions of the Companies Act, 2013.
(iii) Retained Earnings
Retained earnings are the accumulated profits earned by the Company till date, less transfer to general reserves, dividend (including dividend distribution tax) and other distributions made to the shareholders.
iv) Other Comprehensive Income
The company recognizes change on account of remeasurement of the net defined benefit liability as part of other comprehensive income with separate disclosure, which comprises of:
- actuarial gains and losses;
- return on plan assets, excluding amounts included in net interest on the net defined benefit liability; and
- any change in the effect of the asset ceiling excluding amounts included in net interest on the net defined benefit liability.
Common Securities:
Personal Guarantee of Mr. Manoj Kumar Prithani, Mr. Sanjeev Kumar Prithani, Mr. Sanjay Kumar Mozika Corporate Guarantee of M/ s Brahmaputra Promoters and Planners Pvt. Limited and M/s Brahmaputra Projects Pvt. Limited. Promoters and promoter group to pledge their entire unencumbered shareholding in favor of lenders. In terms of sanction of MRA dated 07.08.2023 100% Shareholding of promoters have been pledged.
41. Contingent liabilities and commitments
Guarantee:
i) Guarantees given by banks towards performance, financial and contractual commitments on behalf of the Company Rs. 93.21 Crores (previous year Rs 82.38 Crores).
Other cases :
ii) The balance of security deposit/ retention money, earnest money, withheld money, trade receivables, loans & advances and trade payables are subject to their confirmation.
iiii) M/s. Pushpa Sales Private Limited (MSME Registered Company) filed a case against the Company before the MSME Bench , on dated 17-02-2020 MSME Bench passed an order and signed on dated 28-05-2020 against the Company and direct to pay Rs. 25,16,742/-(Principal amount) and Rs. 13,13,612/- (Interest amount) ; Company filed an appeal on that matter in the Higher Court and paid an total amount Rs. 17,56,033 /- and balance amount deposited under protest in the form of FDR which is encashed by appellant of an total amount Rs. 11,16,732 /- . Appeal Proceedings are pending in the office of respective authority.
iv) GST Demand raised in state of Assam of an total amount Rs. 6.96 Crores matter pending with appellate authorities
v) Service Tax Demand outstanding amount of Rs. 1.69 Crores pertaining to various years said matter pending with Saket Court New Delhi.
43. Employee benefits
The company contributes to the following post-employment defined benefit plans in India.
(i) Defined contribution plans:
The company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and EDLI, which are defined contribution plans. The company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue.
(ii) Defined benefit plan:
Gratuity
"The Company operates a post-employment defined benefit plan for Gratuity. This plan entitles an employee to receive half month's salary for each year of completed service at the time of retirement/exit. The gratuity liability is entirely unfunded. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional employee benefit entitlement and measures each unit separately to build up the final obligation."
The most recent actuarial valuation of present value of the defined benefit obligation for gratuity were carried out as at March 31,2025. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.
E. Sensitivity Analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.
Sensitivity due to mortality is not material and hence impact of change not calculated. Sensitivity as to rate of inflaton, rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.
"Description of risk exposures:
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follow -
A) Salary increases-
Actual salary increases will increase the Plan's liability. Increase in salary increase rate assumption in future valuations will also increase the liability.
B) Investment risk -
If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.
C) Discount rate:
Reduction in discount rate in subsequent valuations can increase the plan's liability.
D) Mortality& disability -
Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
E) Withdrawals -
Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan's liability."
44. Segment Information
A. Basis of Segment
Segment information is presented in respect of the company's key operating segments. The operating segments are based on the company's management and internal reporting structure. The chief operating decision maker identifies primary segments based on the dominant source, nature of risks and returns and the internal organization and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly. All operating segments' operating results are reviewed regularly by the board of directors to make decisions about resources to be allocated to the segments and assess their performance.
The 'Board of Directors' have been identified as the Chief Operating Decision Maker ('CODM'), since they are responsible for all major decision w.r.t. the preparation and execution of business plan, preparation of budget, planning, expansion, alliance, joint venture, merger and acquisition, and expansion of any facility.
The Company's board examines the Company's performance both from a product and geographic perspective and have identified the following reportable segments of its business:
The Company's board reviews the results of each segment on a quarterly basis. The Company's board of directors uses Profit before tax to assess the performance of the operating segments.
B. Information about reportable segments
Segment assets, segment liabilities and Segment profit and loss are measured in the same way as in the financial statements.
Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit (before tax), as included in the internal management reports that are reviewed by the Company's Board of Directors. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing, if any, is determined on an arm's length basis.
D. Geographical Segment
Since the Company deals in single geographical area, there are no separate reportable geographical segments and accordingly disclosures related to geographical segments are not provided.
Level 1: It includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize 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. The fair value of financial assets and liabilities included in Level 3 is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes of similar instruments.
The Company's borrowings have been contracted at floating rates of interest. Accordingly, the carrying value of such borrowings (including interest accrued but not due) which approximates fair value.
The carrying amounts of trade receivables, trade payables, cash and cash equivalents and other financial assets and liabilities, approximates the fair values, due to their short-term nature. Fair value of financial assets which includes bank deposits (due for maturity after twelve months from the reporting date) and security deposits is similar to the carrying value as there is no significant differences between carrying value and fair value.
The fair value for security deposits was calculated based on discounted cash flows using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
Valuation processes
The Management performs the valuations of financial assets and liabilities required for financial reporting purposes on a periodic basis, including level 3 fair values.
b) Financial risk management
The Company has exposure to the following risks arising from financial instruments:
• Credit risk
• Liquidity risk
• Interest rate risk
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 Board of Directors have Authorised senior management to establish the processes and ensure control over risks through the mechanism of properly defined framework in line with the businesses of the company.
The Company's risk management policies are established to identify and analyses the risks faced by the Company, to set appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company's activities.
The Company has policies covering specific areas, such as interest rate risk, foreign currency risk, other price risk, credit risk, liquidity risk, and the use of derivative and non-derivative financial instruments. Compliance with policies and exposure limits is reviewed on a continuous basis.
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.
The Company's credit risk is primarily to the amount due from customer and investments. The Company maintains a defined credit policy and monitors the exposures to these credit risks on an ongoing basis. Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with scheduled commercial banks with high credit ratings assigned by domestic credit rating agencies.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are unsecured and are derived from revenue earned from customers primarily located in India. The Company does monitor the economic environment in which it operates. The Company manages its Credit risk through credit approvals, establishing credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the normal course of business.
On adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivable. The management uses a simplified approach (i.e. based on lifetime ECL) for the purpose of impairment loss allowance, the company estimates amounts based on the business environment in which the Company operates, and management considers that the trade receivables are in default (credit impaired) when counterparty fails to make payments for receivable more than 365 days past due. However, the Company based upon historical experience determine an impairment allowance for loss on receivables.
"Trade receivables as at year end primarily relate to revenue generated from rendering of services. Trade receivables are generally realized within the credit period."
This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors. Further, the Company does not anticipate any material credit risk of any of its other receivables.
b). Financial Risk Management (Continued)
(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. 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 fallen due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company believes that its liquidity position, including total cash (including bank deposits under lien and excluding interest accrued but not due) of Rs.29.30 crore as at March 31, 2025 (March 31, 2024: Rs. 17.20 crore) and the anticipated future internally generated funds from operations will enable it to meet its future known obligations in the ordinary course of business.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company's policy is to regularly monitor its liquidity requirements to ensure that it maintains sufficient reserves of cash and funding from group companies to meet its liquidity requirements in the short and long term.
The Company's liquidity management process as monitored by management, includes the following:
- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.
- Maintaining rolling forecasts of the Company’s liquidity position on the basis of expected cash flows.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and includes interest accrued but not due on borrowings.
(iii) Market risk
Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, the Company mainly has exposure to one type of market risk namely: interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s main interest rate risk arises from long-term and short term borrowings with variable interest rates, which expose the Company to cash flow interest rate risk.
Exposure to interest rate risk
The Company’s interest rate risk arises majorly from the term loans from banks carrying floating rate of interest. These obligations exposes the Company to cash flow interest rate risk. The exposure of the Company’s borrowing to interest rate changes as reported to the management at the end of the reporting year are as follows:
47. Capital management
For the purpose of the company’s capital management, capital includes issued equity share capital and all other equity reserves attributable to the equity holders of the company.
Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
To maintain or adjust the capital structure, the company may return capital to shareholders, raise new debt or issue new shares.
The company monitors capital on the basis of the debt to capital ratio, which is calculated as interest-bearing debts divided by total capital (equity attributable to owners of the parent plus interest-bearing debts).
51. Other statutory information’s
i. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.
ii. The Company does not have any transactions with companies struck off.
iii. The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies "ROC") beyond the statutory period.
iv. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
v. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall
• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
• provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
vi. The Company does not receive any fund from any person(s) or entity(ies), including foreign entities (FundingParty) 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 by or on behalf of the Company (Ultimate Beneficiaries) or
-provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
vii. The Company does not have transaction which is 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 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
viii. Security
Working Capital Loans from Banks are secured by way of first pari-passu charge on stock, book debts, other current assets and additionally secured by a specific immovable property of the Company located at Guwahati. Statements of Current Assets filed by the Company with its bankers are in agreement with books of account.
ix. The social security code enacted in year 2020 has been deferred by a year. When enacted, this code will have an impact on Company’s contribution to Provident Fund, Gratuity and other employee related benefits. The Company proposes to do an assessment at an appropriate time and make appropriate provisions accordingly.
x. Certain figures apparently may not add up because of rounding off, but are wholly accurate in themselves.
52. Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There are no standards that would have a material effect on financial statements for the year ended March 31,2025.
53. Figures have been rounded off to the nearest crore of rupees and these financial statements were authorized for issue by Board of Directors on May 17, 2025.
54. Previous year’s notes / figures have been regrouped / rearranged as per the current year’s presentation for the purpose of comparability.
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