t. Provisions and contingencies
A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.
A contingent liability is disclosed where, as a result of past events, there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
Contingent assets are not recognized in Standalone financial statements since this may result in the recognition of income that may never be realized. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognized.
u. Insurance claims
Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that there is no uncertainty in receiving the claims.
v. Leases
a) Finance lease
i. Assets taken on finance lease are capitalised at fair value or net present value of the minimum lease payments, whichever is less.
ii. Lease payments are apportioned between the finance charges and outstanding liability in respect of assets taken on lease.
b) Operating lease
I. Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term are classified as operating lease. Lease rent are recognized as an expense in the Statement of Profit and Loss on a straight line basis over the lease term.
w. Earning per share
Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Partly paid equity shares are treated as a fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fully paid equity share during the reporting year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
x. Discontinuing Operations
A discontinuing operation is a component of an enterprise: (a) that the enterprise, pursuant to a single plan, is: (i) disposing of substantially in its entirety, such as by selling the component in a single transaction or by demerger or spin-off of ownership of the component to the enterprise's shareholders; or (ii) disposing of piecemeal, such as by selling off the component's assets and settling its liabilities individually; or (iii) terminating through abandonment; and (b) that represents a separate major line of business or geographical area of operations; and (c) that can be distinguished operationally and for financial reporting purposes. However, the company doesn't have any discontinued operation.
b) Terms/rights attached to Equity Shares
The Company has only one class of issued share capital i.e. equity shares having a par value of Re. 1/- per share (March 31, 2025: Re. 1/- per share). Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Com¬ pany after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.
d) Details for the period of five years immediately preceding the date as at which the Balance Sheet is prepared
i. The Company has not issued any Share(s) for a consideration other than cash except allotment of bonus shares by capitalisation of security premium and free reserves.
ii. The Company has not issued any bonus shares during the last five financial years, except for 1,53,09,800 equity shares allotted by way of bonus issue on June 22, 2023.
iii. The Company has not buy back any Share(s) during the last five Financial Years.
a. The working capital facilities from banks are secured by (i) a first pari passu charge by way of hypothecation over the group's current assets and movable fixed assets, both present and future; (ii) an exclusive charge over the property situated at AG-12, Shalimar Bagh, New Delhi - 110088, owned by the Company; (iii) exclusive charges over the properties situated at 166, Pocket C-7, Sector-7, Rohini, Delhi - 110085 and B-194, Saraswati Vihar, B Block, Pitampura, Delhi - 110034, owned by the Promoter and Promoter Group; and (iv) specified fixed deposits, as required to maintain the stipulated minimum collateral cover. The rate of interest on Indian Rupee borrowings ranging from 9.25% p.a. to 9.50% per annum.
b. Working capital facilities from NBFCs are secured by a first pari passu charge over all current and fixed assets of the Borrower, both present and future, to the extent of 110% of the facility amount, along with an exclusive charge over a security deposit equivalent to 10% to 12.5% of the facility amount. The rate of interest on Indian Rupee borrowings ranging from 14.50% p.a. to 16.75% per annum.
c. Loan Repayment on Demand of the group are further guaranteed by the promoter-directors of the group.
d. There is no default in repayment of principal and interest thereon, as on reporting date, there are no indications that the group would have any difficulty in complying with the applicable covenants.
e. Current maturities of long-term borrowings, representing the principal instalments of instalment due in next 12 Months of the following year on long term debts are separately disclosed under Short Term Borrowings as Current Maturities on Long Term Debts.
The Company is subject to certain matters under consideration by various authorities, the outcomes of which remain uncertain as at the reporting date. Based on information available, any resulting exposure is not considered reasonably probable and cannot presently be reliably quantified. Accordingly, these matters have not been considered as contingent liabilities.
NOTE 30 : THE BOARD OF DIRECTORS HAS NOT RECOMMENDED ANY DIVIDEND ON EQUITY SHARES FOR THE PERIOD UNDER REVIEW. THERE ARE NO UN-PAID DIVIDENDS AS AT THE REPORTING DATE.
NOTE: 31 : DISCLOSURE RELATED TO EQUITY SHARE CAPITAL
a. Pursuant to the approval of the shareholders by way of postal ballot on August 9, 2025, the Authorised Share Capital of the Company was increased from ^22,50,00,000, comprising 22,50,00,000 equity shares of ?1 each, to ^30,00,00,000, comprising 30,00,00,000 equity shares of ?1 each.
b. During the year, 30,00,000 warrants were converted into an equivalent number of fully paid-up equity shares of ?1/- each at an issue price of ?40.20/- per share. The conversion was completed on 8th July, 2025, resulting in an increase in the paid-up equity share capital by ?30 lakhs.
c. Pursuant to the approval of the members obtained through postal ballot on October 7, 2024, by way of a Special Resolution, and the 'In-Principle Approval' received from the National Stock Exchange of India Limited on October 16, 2024, the Company allotted 80,00,000 equity shares of face value of ?1/- each, fully paid-up, at an issue price of ?40.20/- per equity share (including a premium of ?39.20/- per share) to the Non-Promoter, Public Category on a preferential basis
d. Pursuant to the approval of the shareholders in an Extra Ordinary General Meeting of the Company held on July 28, 2024, each Equity share of face value of Rs. 10/- per share was sub-divided into 10 Equity shares of face value of Re. 1 per share with effect from the record date, i.e., August 9, 2024.
e. A shareholder, Tano Investment Opportunity Fund, holding 2,87,98,950 equity shares of the Company, representing 13.05% of the total shareholding, had its shares attached by the Enforcement Directorate, Raipur, during the financial year 2025-26 in connection with an investigation involving the Foreign Portfolio Investor (FPI). The aforesaid investigation pertains solely to Tano Investment Opportunity Fund, a Foreign Portfolio Investor (FPI), and is unrelated to the Company. Investment in Company by said FPI was pre IPO, and except this, the Company has no direct or indirect relations/transactions with the said FPI.
NOTE:32 During the half year ended 31st March, 2025, the Company came up with the 30,00,000 warrants convertible into equivalent number of fully paid-up equity shares of face value of Re. 1/- (Rupee One Only) each ("Equity Shares") at the option of Allottees, in one or more tranches, within 18 (eighteen) months from the date of allotment at issue price of Rs 40.20/-.The issue was made in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
The Board of Director of the company at its meeting held on 29th October 2024 approved issuance of 30 lacs warrants each convertible into fully paid up equity shares of face value Re.1/- for cash at a price of Rs. 40.20/- to Promoter Group aggregating upto Rs. 1,206 lacs out of which 25% of the total fund was raised as on 31st March 2025 and balance 75% was raised on 30th June 2025. All these warrants have been converted into Equity Shares as on 08th July 2025.
NOTE:33 DISCLOSURE UNDER ACCOUNTING STANDARD (AS) 15 " EMPLOYEE BENEFITS"
(a) Gratuity
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan
provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of
employment of an amount equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs upon
completion of five years of service. The Company does not make any contributions to gratuity funds and the plan is unfunded.
The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
(b) The defined benefit plans expose the Group to a number of actuarial risks as below:
I. Interest risk: A decrease in the bond interest rate will increase the plan liability.
II. Salary risk: The present value of the defined benefit plan liability is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
III. Inflation risk: Some of the Group's Pension obligations are linked to inflation, and higher inflation will lead to higher liabilities although, in most cases, caps on the level of inflationary increases are in place to protect the plan against extreme inflation.
IV. Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
NOTE: 34 The Company has proposed to raise funds amounting to USD 33 million (equivalent to approximately ?300 crores) through the issuance of Foreign Currency Convertible Bonds. The proposal has been approved by the shareholders and is presently awaiting approval from the National Stock Exchange of India Limited. The Company has incurred expenses of ?1.62 crores in connection with the proposed issue, which have been carried forward pending completion of the proposed issue.
NOTE: 35 The Company has fixed deposits aggregating to ?1,788.74 lakhs (Previous Year: Nil), of which ?28.74 lakhs are pledged with Government departments and the balance of ?1,760.00 lakhs is lien with banks. The classification of fixed deposits is as follows:
(i) 1,360.00 lakhs deposits with original maturity of more than three months but less than twelve months, classified under "Term Deposits with Maturity of More than 3 Months but Less than 12 Months" under Cash and Cash Equivalents.
(ii) Rs. 428.74 lakhs deposits with maturity exceeding twelve months, classified as "Fixed Deposits" under Non-Current Assets.
NOTE: 36 In the opinion of the management, the realizable value of current assets, loans & advances, in the ordinary course of business, would not be less than the amount at which they are stated. Sundry Debtors, Creditors and other advances are subject to confirmation and reconciliation.. The effect of the same, if any which are not likely to be material, will be adjusted at the time of confirmation.
NOTE: 38 DISCLOSURE OF CSR SPENT AS STIPULATED UNDER SECTION 135 OF THE COMPANIES ACT, 2013::
(a) Pursuant to section 135 of the Companies Act, 2013, CSR is applicable to every company having net worth of Rs 500 crore or more, or a turnover of over Rs 1,000 crore or a net profit exceeding Rs 5 crore in any financial year. Since the Company has exceeded the limit of net profit as specified above, provisions of Section 135 of the Companies Act, 2013 is applicable to the Company. The disclosure related to Corporate social responsibility expenses is stated below:
Methodology:
7 Trade Payable Turnover Ratio = Purchase / Average Trade Payable
8. Net Capital Turnover Ratio = Revenue from Operations / (Total Assets - Current Liability)
9. Net Profit Ratio = Profit After Tax / Revenue from Operations
10. Return on Investment = Net income on investment / Cost of Investment
11. Return on Capital Employed = Earning Before Interest and Tax (EBIT) / Average Capital Employed NOTE: 40 SEGMENT REPORTING
Based on guiding principle given in Accounting Standard 17 'Segment reporting, Issued by the Institute of Chartered Accountants of India:
(i) Primary Segment (Business Segment):
The Company is engaged in the business of trading of various types of Consumer Electronics and similar class of goods. The entire operations are governed by the same set of risk and returns. Hence, the same has been considered as representing a single Business Segment.
(ii) Secondary Segment (Geographical Segments):
During the both reporting periods, Current and previous year, the Company's all sales are located only in India. Hence, the same has been considered as representing a single Geographical Segment.
NOTE: 47 Quartey returns or statements of drawing power filed by the company with banks are materially in agreement with the books of account, there is a trivial variation due to issuance of Debit note/ Credit Note to Vendor/ Customers and non¬ consideration of seasonal advances received from customers for limited periods.
NOTE: 48 During the year, Company does not have any transaction or balance with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956, to the extent the information available with the Company.
NOTE: 49 There are no immovable properties classified as Property, Plant and Equipment whose title deeds are not held in the name of the Company. Further, the Company has not classified any leasehold properties as Property, Plant and Equipment, and there are no leasehold properties where the lease agreements have not been duly executed in favour of the Company.
NOTE: 50 The company has reviewed the possibility of impairment of the assets of company in term of the accounting standard AS -28 "Impairment of assets" as at balance sheet date, and is of the opinion, that no such provision for impairment is required.
NOTE: 51 ADDITIONAL REGULATORY INFORMATION
a. Funds borrowed from banks have been utilized for the same purpose for which they were raised during the year.
b. During the year, the company has not revalued its Property, Plant and Equipment's.
c. There are no proceedings initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
d. There is no charges or satisfaction yet to be registered with ROC beyond the statutory period.
e. The Company has physically verified the inventories at reasonable intervals and there are no material discrepancies noticed on such verification have been properly dealt with in the books of account.
f. The Company has not granted any loan or advance in the nature of loan to promoters, directors, KMPs and other related parties that are repayable on demand or without specifying any terms or period of repayment
g. During the year, the company has not been declared willful defaulter by any bank or financial institution or any other lender.
h. The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of layers) Rules, 2017.
i. The Company does not have any Scheme of Arrangements, which has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
j. The Company do not have any transaction which are not recorded in the books of accounts that has been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during any of the years.
k. The Company did not trade or invest in Crypto Currency or virtual currency during the financial year. Hence, disclosures relating to it are not applicable.
NOTE: 50 OTHERS
The additional information pursuant to Schedule III to the Companies Act 2013 are either nil or not applicable.
The Previous year's figures have been reclassified /re-grouped and / or rearranged wherever considered necessary. Figures have been rounded off to the nearest lakh and two decimal thereof.
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