1.23 Provisions and other contingent
liabilities
Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result
of a past event, it is probable that the Company
will be required to settle the obligation, and a
reliable estimate can be made of the amount of the
obligation. The amount recognised as a provision
is the best estimate of the consideration required
to settle the present obligation at the end of the
reporting period, taking into account the risks and
uncertainties surrounding the obligation.
A contingent liability is:
(a) a possible obligation that arises from past
events and whose existence will be confirmed
only by the occurrence or non-occurrence of
one or more uncertain future events not wholly
within the control of the entity; or
(b) a present obligation that arises from past events
but is not recognised because:
(i) it is not probable that an outflow of
resources embodying economic benefits
will be required to settle the obligation; or
(ii) the amount of the obligation cannot be
measured with sufficient reliability.
Given the subjectivity and uncertainty of determining
the probability and amount of losses, the Company
takes into account a number of factors including
legal advice, the stage of the matter and historical
evidence from similar incidents.
Provisions are reviewed at each balance sheet date
and adjusted to reflect the current best estimate. If
it is no longer probable that the outflow of resources
would be required to settle the obligation, the
provision is reversed.
Contingent assets are not recognised in the
standalone financial statements. However, contingent
assets are assessed continually and if it is virtually
certain that an economic benefit will arise, the asset
and related income are recognised in the period in
which the change occurs.
1.24 Business Combination
Business combinations are accounted for using
the acquisition method. The cost of an acquisition
is measured as the aggregate of the consideration
transferred measured at acquisition date fair value
and the amount of any non-controlling interests
in the acquiree. For each business combination,
the Company elects whether to measure the non¬
controlling interests in the acquiree at fair value or at
the proportionate share of the acquiree's identifiable
net assets. Acquisition-related costs are expensed
as incurred.
The Company determines that it has acquired a
business when the acquired set of activities and
assets include an input and a substantive process
that together significantly contribute to the ability to
create outputs. The acquired process is considered
substantive if it is critical to the ability to continue
producing outputs, and the inputs acquired include
an organised workforce with the necessary skills,
knowledge, or experience to perform that process or
it significantly contributes to the ability to continue
producing outputs and is considered unique or
scarce or cannot be replaced without significant
cost, effort, or delay in the ability to continue
producing outputs.
At the acquisition date, the identifiable assets
acquired, and the liabilities assumed are recognised
at their acquisition date fair values. For this purpose,
the liabilities assumed include contingent liabilities
representing present obligation and they are
measured at their acquisition fair values irrespective
of the fact that outflow of resources embodying
economic benefits is not probable.
Business combinations under common
control
Common control business combinations includes
transactions, such as transfer of subsidiaries or
businesses, between entities within a Company.
Company has accounted for all such transactions
based on pooling of interest method, which is as
below:
• The assets and liabilities of the combining
entities are reflected at their carrying amounts
in the books of transferrer entity.
• No adjustments are made to reflect fair values
or recognise any new assets or liabilities.
• The financial information in the financial
statements in respect of prior periods are
restated as if the business combination had
occurred from the beginning of the preceding
period in the financial statements, irrespective
of the actual date of the combination.
The identity of the reserves shall be preserved
and shall appear in the financial statements of the
transferee in the same form in which they appeared
in the financial statements of the transferor. The
difference, if any, between the amounts recorded as
share capital issued plus any additional consideration
in the form of cash or other assets and the amount of
share capital of the transferor shall be transferred to
capital reserve.
When the Company acquires a business, it assesses
the financial assets and liabilities assumed for
appropriate classification and designation in
accordance with the contractual terms, economic
circumstances and pertinent conditions as at the
acquisition date. This includes the separation of
embedded derivatives in host contracts by the
acquiree.
I f the business combination is achieved in stages,
any previously held equity interest is re-measured
at its acquisition date fair value and any resulting
gain or loss is recognised in profit or loss or OCI, as
appropriate.
Any contingent consideration to be transferred by the
acquirer is recognised at fair value at the acquisition
date. Contingent consideration classified as an asset
or liability that is a financial instrument and within
the scope of Ind AS 109 Financial Instruments, is
measured at fair value with changes in fair value
recognised in profit or loss in accordance with Ind AS
109. If the contingent consideration is not within the
scope of Ind AS 109, it is measured in accordance
with the appropriate Ind AS and shall be recognised
in profit or loss.
Contingent consideration that is classified as equity
is not re-measured at subsequent reporting dates
and subsequent its settlement is accounted for
within equity.
Goodwill is initially measured at cost, being the
excess of the aggregate of the consideration
transferred and the amount recognised for non¬
controlling interests, and any previous interest
held, over the net identifiable assets acquired and
liabilities assumed. If the fair value of the net assets
acquired is in excess of the aggregate consideration
transferred, the Company re-assesses whether it has
correctly identified all of the assets acquired and all
of the liabilities assumed and reviews the procedures
used to measure the amounts to be recognised at
the acquisition date. If the reassessment still results
in an excess of the fair value of net assets acquired
over the aggregate consideration transferred, then
the gain is recognised in OCI and accumulated in
equity as capital reserve. However, if there is no clear
evidence of bargain purchase, the entity recognises
the gain directly in equity as capital reserve, without
routing the same through OCI.
After initial recognition, goodwill is measured at cost
less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired
in a business combination is, from the acquisition
date, allocated to each of the Company's cash¬
generating units that are expected to benefit from
the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to
those units.
1.25 Significant accounting judgements,
estimates and assumptions
The preparation of the Company's standalone
financial statements requires management to make
judgements, estimates and assumptions that affect
the reported amount of revenues, expenses, assets
and liabilities, and the accompanying disclosures,
as well as the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates
could result in outcomes that require a material
adjustment to the carrying amount of assets or
liabilities affected in future periods.
Judgements
In the process of applying the Company's accounting
policies, management has made the following
judgements, which have a significant risk of causing
a material adjustment to the carrying amounts of
assets and liabilities within the next financial year.
(a) Actuarial assumptions used in calculation of
defined benefit plans.
(b) Assumptions used in estimating the useful lives
of tangible assets reported under property,
plant and equipment.
Provision and contingent liability
On an ongoing basis, the Company reviews pending
cases, claims by third parties and other contingencies.
For contingent losses that are considered probable,
an estimated loss is recorded as an accrual in
standalone financial statements. Loss Contingencies
that are considered possible are not provided for but
disclosed as Contingent liabilities in the standalone
financial statements. Contingencies the likelihood of
which is remote are not disclosed in the standalone
financial statements. Gain contingencies are not
recognized until the contingency has been resolved
and amounts are received or receivable.
Revaluation of property, plant and equipment
The Company measures Building classified as
property, plant and equipment at revalued amounts
with changes in fair value being recognised in OCI.
The Company engaged an independent registered
valuation specialist to assess fair value at 31 March
2024 for revalued building. Building is valued
by reference to market-based evidence, using
comparable prices adjusted for specific market
factors such as nature, location and condition of the
property.
Impairment on Investments
Investments in subsidiaries are evaluated for
impairment whenever events or changes in
circumstances indicate that the carrying amount
may not be recoverable. Management exercises
judgment in assessing impairment indicators such
as significant adverse changes in market conditions,
financial performance of investee companies, or
technological advancements that affect the value
of investments and determining the recoverable
amount, which is based on estimated future cash
flows or, if applicable, market value. Impairment is
assessed by comparing the carrying amount of
the investment with its recoverable amount. Any
impairment loss recognized reflects the excess of
the carrying amount over the recoverable amount.
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 are discussed in Note 2.42
"Share based payments".
Defined Benefits Plan
The cost of the defined benefit plans and the
present value of the defined benefit obligation are
based on actuarial valuation using the projected
unit credit method. An actuarial valuation involves
making various assumptions that may differ from
actual developments in the future. These include
the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities
involved in the valuation and its long-term nature,
a defined benefit obligation is highly sensitive to
changes in these assumptions. All assumptions are
reviewed at each reporting date.
Provisions for Income Taxes
Significant judgments are involved in determining
the provision for income taxes including judgment
on whether tax positions are probable of being
sustained in tax assessments. A tax assessment can
involve complex issues, which can only be resolved
over extended time periods.
Estimates and judgments are continually evaluated.
They are based on historical experience and other
factors, including expectation of future events
that may have a financial impact on the Company
and that are believed to be reasonable under the
circumstances.
Business model assessment
Classification and measurement of financial assets
depends on the results of the SPPI and the business
model test. The Company determines the business
model at a level that reflects how groups of financial
assets are managed together to achieve a particular
business objective. This assessment includes
judgement reflecting all relevant evidence including
how the performance of the assets is evaluated and
their performance measured, the risks that affect
the performance of the assets and how these are
managed and how the managers of these assets are
compensated.
The Company monitors financial assets measured
at amortised cost that are derecognised prior to
their maturity to understand the quantum, the
reason for their disposal and whether the reasons
are consistent with the objective of the business
for which the asset was held. Monitoring is part of
the Company's continuous assessment of whether
the business model for which the remaining financial
assets are held continues to be appropriate and if it
is not appropriate, whether there has been a change
in business model and so a prospective change to
the classification of those assets.
Leases
Ind AS 116 defines a lease term as the non-cancellable
period for which the lessee has the right-to-use an
underlying asset including optional periods, when an
entity is reasonably certain to exercise an option to
extend (or not to terminate) a lease. The Company
consider all relevant facts and circumstances that
create an economic incentive for the lessee to
exercise the option when determining the lease term.
The option to extend the lease term are included
in the lease term, if it is reasonably certain that
the lessee will exercise the option. The Company
reassess the option when significant events or
changes in circumstances occur that are within the
control of the lessee.
1.26 Key sources of estimation
uncertainty
The following are the key assumptions concerning
the future, and other key sources of estimation
uncertainty at the end of the reporting period that
may have a significant risk of causing a material
adjustment to the carrying amounts of assets and
liabilities within the next financial year, as described
below. The Company based its assumptions and
estimates on parameters available when the
standalone financial statements were prepared.
Existing circumstances and assumptions about
future developments, however, may change due to
market changes or circumstances arising that are
beyond the control of the Company. Such changes
are reflected in the assumptions when they occur.
Effective interest rate method
The Company's EIR methodology, as explained in
Note 1.6, recognises interest income / expense using
a rate of return that represents the best estimate of a
constant rate of return over the expected behavioral
life of financial instruments and recognises the effect
of characteristics of the product life cycle
This estimation, by nature, requires an element
of judgement regarding the expected behavioral
and life-cycle of the instruments, as well expected
changes fee income/expense that are integral parts
of the instrument.
Incremental borrowing rate
The Company cannot readily determine the interest
rate implicit in the lease, therefore, it uses its
incremental borrowing rate ('IBR') to measure lease
liabilities. Incremental borrowing rate is the rate of
interest that the Company would have to pay to
borrow over a similar term, and with a similar security,
the funds necessary to obtain an asset of a similar
value to the right-of-use asset in a similar economic
environment.
Fair value of financial instruments
The fair value of financial instruments is the price that
would be received to sell an asset or paid to transfer
a liability in an orderly transaction in the principal
(or most advantageous) market at the measurement
date under current market conditions (i.e., an exit
price) regardless of whether that price is directly
observable or estimated using another valuation
technique. When the fair values of financial assets
and financial liabilities recorded in the balance sheet
cannot be derived from active markets, they are
determined using a variety of valuation techniques
that include the use of valuation models. The inputs
to these models are taken from observable markets
where possible, but where this is not feasible,
estimation is required in establishing fair values.
Judgements and estimates include considerations
of liquidity and model inputs related to items such
as credit risk (both own and counterparty), funding
value adjustments, correlation and volatility.
1.27 Standards issued and effective
The Company applied for the first-time certain
standards and amendments, which are effective for
annual periods beginning on or after April 01, 2024.
The Company has not early adopted any standard,
interpretation or amendment that has been issued
but is not yet effective.
(i) Ind AS 117 Insurance Contracts
The Ministry of Corporate Affairs (MCA)
notified the Ind AS 117, Insurance Contracts,
vide notification dated 12 August 2024, under
the Companies (Indian Accounting Standards)
Amendment Rules, 2024, which is effective from
annual reporting periods beginning on or after
April 01, 2024.
Ind AS 117 Insurance Contracts is a
comprehensive new accounting standard for
insurance contracts covering recognition and
measurement, presentation and disclosure. Ind
AS 117 replaces Ind AS 104 Insurance Contracts.
Ind AS 117 applies to all types of insurance
contracts, regardless of the type of entities
that issue them as well as to certain guarantees
and financial instruments with discretionary
participation features; a few scope exceptions
will apply. Ind AS 117 is based on a general model,
supplemented by:
• A specific adaptation for contracts with
direct participation features (the variable
fee approach)
• A simplified approach (the premium
allocation approach) mainly for short-
duration contracts
The application of Ind AS 117 does not have
material impact on the Company's standalone
financial statements as the Company has not
entered any contracts in the nature of insurance
contracts covered under Ind AS 117.
(ii) Amendments to Ind AS 116 Leases -
Lease Liability in a Sale and Leaseback
The MCA notified the Companies (Indian
Accounting Standards) Second Amendment
Rules, 2024, which amend Ind AS 116, Leases,
with respect to Lease Liability in a Sale and
Leaseback.
The amendment specifies the requirements
that a seller-lessee uses in measuring the
lease liability arising in a sale and leaseback
transaction, to ensure the seller-lessee does
not recognise any amount of the gain or loss
that relates to the right of use it retains.
The amendment is effective for annual reporting
periods beginning on or after 1 April 2024 and
must be applied retrospectively to sale and
leaseback transactions entered into after the
date of initial application of Ind AS 116.
The amendments do not have a material
impact on the Company's standalone financial
statements.
1.28 Standards notified but not yet
effective
There are no standards that are notified and not yet
effective as on the date.
1. The Company has created pledge on the shares of Nuvama Wealth Finance Limited ("NWFL"):-
A) 19,03,114 (Previous year: 19,03,114) equity shares have been pledged towards intraday facility taken by Nuvama
Clearing Services Limited, a wholly owned subsidiary of the Company in favour of ICICI bank.
B) 35,38,000 (Previous year: 46,38,000) equity shares have been pledged towards non-convertible debentures
issued by Nuvama Wealth and Investment Limited, a wholly owned subsidiary of the Company in favour of
Catalyst Trusteeship Limited.
C) 19,97,000 (Previous year: 25,47,000) equity shares have been pledged towards non-convertible debentures
issued by Nuvama Wealth and Investment Limited, a wholly owned subsiadiary of the Comapny in favour of
Beacon Trusteeship Limited.
D) 7,00,000 (Previous Year: Nil) equity shares have been pledged towards non-convertible debentures issued by
Nuvama Clearing Services Limited, a wholly owned subsidiary of the Company in favor of Catalyst Trusteeship
Limited.
2. During the year ended March 31, 2024, the Company has taken a provision of Rs. 68.21 million for impairment
in value of investment in Nuvama Capital Services (IFSC) Limited.
3. During the year ended March 31, 2025, the Company has invested Rs. 250 million in Nuvama Multi-Asset
Strategy Return Fund and same has been kept unencumbered with EOW towards an ongoing litigation of a
subsidiary. (refer point 3 in note 2.8)
1. During the financial year ended March 31, 2025, a building was transferred from Property, plant and equipment
to investment property because it was no longer used by the Company for its own purpose and was
consequently leased to a third party.
2. The fair value of investment property is determined by taking into consideration various factors such as
location, facilities & amenities, quality of construction, residual life of building, supply & demand, local nearby
enquiry, market feedback of investigation and ready reckoner rate published by local authorities. The valuation
is performed by external independent valuer, having appropriate recognised professional qualification and
experience in the location and category of property being valued. The fair values are based on market values,
being the estimated amount for which a property could be exchanged at an arm's length transaction.
3. Nuvama Clearing Services Limited ('NCSL'), a wholly owned subsidiary of the Company, had challenged an
order by an investigating agency marking lien on its Clearing Bank account before the 47th Additional Chief
Metropolitan Magistrate Court, Mumbai. The Hon'ble Court had set aside the lien order. This was with a condition
that the Company undertakes to keep assets worth Rs. 4,606.90 million unencumbered (including the above
investment property at Edelweiss House, 12th floor valued at Rs. 429.00 million and an investment in alternative
investment fund of Rs. 250 million belonging to the Company). The original Misc. Application filed by NCSL
before 47th Additional Chief Metropolitan Magistrate's Court at Esplanade, Mumbai was transferred to the City
Civil & Sessions Court under M.P.I.D. Act. The MPID Court vide its order dated November 28, 2024, rejected and
disposed off the Misc. Application, against which NCSL has filed an appeal before the Hon'ble High Court of
Bombay and the Court passed order extending the status quo i.e. no lien on NCSL's clearing account in lieu of
the undertaking before the Magistrate Court to keep assets worth at least Rs. 4,606.90 million unencumbered.
The Court had directed the Economic Offence Wing ("EOW") to ascertain the valuation of the said assets and
that they still remain unencumbered. The Court on March 19, 2025 ordered that the interim relief granted be
continued till further hearing. The matter is under hearing stage. NCSL has assessed such liability to be remote
and accordingly, there is no adjustment required in the standalone financial statement of the Company for the
year ended March 31, 2025.
A. Nature and purpose of reserve
a) Share Application Money Pending Allotment
Share application money pending allotment represents the amount received on exercise of ESOP application
on which allotment is not yet made.
b) Capital Reserve
Capital reserve represents the gains of capital nature which is not freely available for distribution.
c) Capital Redemption Reserve
The Company has recognised capital redemption reserve on redemption of redeemable preference shares.
d) Securities Premium Reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only
for limited purposes in accordance with the provisions of the Companies Act, 2013.
e) General Reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net
income at a specified percentage in accordance with applicable regulations. This reserve can be utilised only
in accordance with the specific requirements of Companies Act, 2013.
f) Revaluation Reserve
The revaluation reserve relates to the revaluation of class of asset (i.e. building)
g) Deemed Capital Contribution - ESOP
Deemed capital contribution relates to share options granted to eligible employees of the Company by the
erstwhile parent company, under its employee share option plan.
h) Share based payment reserve
The share based payment reserve represents reserve in respect of equity settled share options/ stock
appreciation rights granted to the employees of the Company, it's subsidiaries and associate.
i) Retained Earnings
Retained earnings comprises of the Company's undistributed earnings after taxes.
Note:
1) Nuvama Wealth Management Limited has granted Employee Stock Option Plans ("ESOP") and Employee Stock
Appreciation Rights Plans ("ESAR") to the Group's employees on an equity-settled basis. The Company has
recognised share based payment expenses of Rs. 171.22 million for the year ended March 31, 2025 (previous
year Rs. 116.95 million), based on fair value as on the grant date calculated as per option pricing model. (refer
note 2.42).
2) Edelweiss Financial Services Limited ("EFSL") erstwhile parent Company, has granted ESOP/Stock appreciation
rights option to acquire equity shares of EFSL that would vest in a graded manner to Company's employees.
Based on policy, EFSL has charged the fair value of such stock options, and Company has accepted such cross
charge and accordingly recognised the same under the employee cost for the year ended March 31, 2025 and
March 31, 2024.
Income for each segment has been specifically identified. Expenditure, assets and liabilities are either specifically
identified with individual segments or have been allocated to segments on a systematic basis. Based on such
allocations, segment disclosures relating to revenue, results, assets and liabilities have been prepared.
An operating segment is classified as reportable segment if reported revenue or absolute amount of result or
assets exceed 10% or more of the combined total of all the operating segments.
Since the business operations of the Company are primarily concentrated in India, the Company is considered to
operate only in the domestic segment and therefore there is no reportable geographic segment.
The Company has determined the following reporting segments based on information reviewed by the Chief
Operating Decision Maker (CODM). The Company's chief operating decision maker is the Managing Director and
Chief Executive Officer.
2.34 Disclosure pursuant to Indian Accounting Standard 19 - Employee Benefits
A) Defined contribution plan (Provident fund and national pension scheme)
Amount of Rs. 59.56 million (Previous year: Rs. 50.56 million) is recognised as expenses in "Employee benefit
expenses" - note 2.27 in the statement of profit and loss.
The following tables summarise the components of the net employee benefit expenses recognised in the statement
of profit and loss, the funded status and amount recognised in the balance sheet for the gratuity benefit plan.
Notes:
1. The Company has provided corporate guarantees to banks for securing credit facilities & bank guarantees
and to debenture trustees for issue of debentures on behalf of its subsidiary companies and associate.
2. During the year ended March 31, 2025, the Company has received an order for the assessment year 2018¬
2019 from the Income tax department disallowing ESOP perquisite value. Considering the same, the Company
has disclosed Rs. 479.68 million as a contingent liability for the assessment years 2018-2019 and 2019-2020
being the tax effect on such ESOP perquisite value deduction claimed in the return of Income and for which
the provision for taxation for respective years have been adjusted in the books. In respect of assessment
years other than above, on a conservative basis, the Company has not claimed any deduction while making
tax provision in the books of account and hence there is no contingent liability for such assessment years.
3. The Company has received demand notices from tax authorities on account of disallowance of expenditure
for earning exempt income under Section 14A of Income Tax Act 1961 read with Rule 8D of the Income Tax
Rules, 1962. The Company has filed appeal/s and is defending its position. Based on the favourable outcome
in Appellate proceedings in the past and as advised by the tax advisors, Company is reasonably certain
about sustaining its position in the pending cases, hence the possibility of outflow of resources embodying
economic benefits on this ground is remote.
Notes:
1 I nformation relating to remuneration paid (short term) to key managerial person mentioned above excludes
provision made for gratuity and leave encashment which are provided for group of employees on an overall
basis and perquisites on exercise of ESOPs. These are included on cash basis. The variable compensation
included herein is on cash basis.
2 Loans received from subsidiary company are for the general corporate business.
3 Corporate guarantee amount disclosed basis utilisation as at Balance sheet date
Terms and conditions of transactions with related parties:
All Related Party Transactions entered during the year were in ordinary course of the business and on arm's length
basis. Outstanding balances at the year-end are unsecured and gross amounts are settled in cash. There have
been no guarantees provided or received against these related party receivables or payables as at balance sheet
date.
For the year ended March 31, 2024, the Company had created impairment provision of Rs. 68.21 million pertaining
to its investments in one of its wholly owned subsidiary (Refer note 2.4). The Company continued to carry the said
provision as at March 31, 2025.
Other than above, the Company has not recorded any impairment of receivables relating to amounts owed by
related parties as at March 31, 2025 (As at March 31, 2024: Rs. Nil). 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.
2.39 Capital management
The primary objective of the Company's capital management policy is to ensure that the Company complies with
externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to
support its business and to maximise shareholder value.
The Company manages its capital structure and makes adjustments to it according to changes in economic
conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the
Company may adjust the amount of dividend payment to shareholders, return capital to shareholders or issue
capital securities. No changes have been made to the objectives, policies and processes from the previous years.
However, they are under constant review by the Board.
In addition to above, the Company is required to maintain minimum net worth as prescribed by various regulatory
authorities. The management ensures that this is complied.
2.41 Cost sharing
The Company incurred expenditures like branding fee, senior management cost, technology, rent and administrative
cost etc., which is for the common benefit of itself, its subsidiaries, associate & joint venture. These costs expended
are reimbursed by these subsidiaries, associate & joint venture on the basis of number of employees, actual
identifications etc. On the same lines, branch running costs expended (if any) by the Company for the benefit
of its subsidiaries, associate & joint venture are recovered by the Company. Accordingly, and as identified by the
management, the expenditure heads in note 2.9, 2.10, 2.27, 2.28 & 2.30, include reimbursements paid and are net of
reimbursements received based on the management's best estimate.
2.42 Share based payments
Nuvama Wealth Management Limited has granted Employee Stock Option Plans (ESOP) and Stock Appreciation
Rights (SAR) under the plan ESOP 2021 and SAR 2024 respectively, to its employees on an equity-settled basis as
tabulated below. The ESOP/ SAR provide a right to its holders (i.e., Nuvama group employees) to purchase Nuvama
share at a pre-determined strike price on the expiry of the vesting period. The ESOP/ESAR hence represents an
European call option that provides a right but not an obligation to the employees of the Nuvama group to exercise
the option by paying the strike price at any time on completion of the vesting period, subject to an outer boundary
on the exercise period.
Nuvama Wealth Management Limited has recognised share based payment expenses based on fair value as on the
grant date calculated as per option pricing model.
2.43 Risk Management framework:-
a) Regulatory controls
Introduction and risk profile
The Company's overall objective is to manage its broking & merchant banking business, and the associated
risks, (such as credit risk, liquidity risk, market risk, operational risk etc.) in a manner that balances serving the
interests of its customers and investors and protects the safety and soundness of the Company.
The Company is regulated by SEBI & respective exchanges with special focus on trade execution & clearing,
client fund/security management, exchange & client reporting, merchant banking business, etc. The Company
strives for continual improvement through efforts to enhance systemic & manual controls, ongoing employee
training and development and other measures.
Risk Management Structure
The Company has a well-defined risk management process framework for risk identification, assessment and
control in order to effectively manage risks associated with the various business activities. The risk function is
monitored primarily by the business risk group.
The Company's multi-level risk management process ensures that the margin monitoring processes withstand
market volatility. As a result, the Company follows strict margin call process and limits are set and monitored
on an ongoing basis.
The Company's board of directors have overall responsibility for the establishment and oversight of the
Company's risk management framework. They are assisted in its oversight role by internal audit. Internal audit
undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which
are reported to the audit committee.
Risk mitigation and risk culture
The Company's business processes ensure complete independence of functions and a segregation of
responsibilities. Client introduction, client on-boarding, credit control processes, centralised operations
unit, independent internal auditors for checking compliance with the prescribed policies/processes at each
transaction level are all segregated. The Company's risk management processes and policies allow layers of
multiple checks and verifications.
b) Approach to capital management
The Company is governed by rules and regulation described by Securities Exchange Board of India (SEBI) and
various stock exchanges registered with. As prescribed schedule VI of Securities And Exchange Board of India
(Stock - Brokers and Sub - Brokers) Regulations, 1992 and Merchant Banking Regulations.
2.44 The Company does not have any long-term contracts including derivative contracts for which there are any
material foreseeable losses.
2.45 Credit risk
Credit risk arises when a customer or counterparty does not meet its obligations under a customer contract or
financial instrument, leading to a financial loss. The Company is exposed to credit risk from its operating activities
primarily trade receivables.
The Company's management policy is to closely monitor creditworthiness of counterparties by reviewing their
credit ratings, financial statements and press release on regular basis.
The Company's financial assets are subject to the expected credit loss model are only short-term trade and other
receivables. All trade receivables are expected to be collected in less than twelve months. Company applies the
expected credit loss model for all financial assets and simplified approach for trade receivables for recognition
of impairment loss. Expected credit loss allowance based on simplified approach in respect of receivables is
computed based on a provision matrix which takes into account historical credit loss experience.
Market risks
Risk which can affect the Company's income or the value of its holdings of financial instruments due to adverse
movements in market prices of instrument due to price risk.
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in the level of individual investment in prices of financial instruments.
Liquidity Risk:
Liquidity risk is defined as the risk that the Company will encounter difficulty in meeting obligations associated
with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises because of
the possibility that the Company might be unable to meet its payment obligations when they fall due as a result of
mismatches in the timing of the cash flows under both normal and stress circumstances.
Liquidity risk emanates from the mismatches existing on the balance sheet due to differences in maturity and
repayment profile of assets and liabilities. These mismatches could either be forced in nature due to market
conditions or created with an interest rate view. Such risk can lead to a possibility of unavailability of funds to meet
upcoming obligations arising from liability maturities. To avoid such a scenario, the Company ensures maintenance
of adequate Liquidity Cushion in the form of Fixed Deposits, Cash & bank balance, etc. These assets carry minimal
credit risk and can be liquidated in a very short period of time. Further, the Company has undrawn bank facilities.
2.51 (a) The Company has complied with the Rule 3 of Companies (Accounts) Rules, 2014 amended on August 5,2022
relating to maintenance of electronic books of account and other relevant books and papers. The Company's
books of accounts and relevant books and papers are accessible in India at all times and backup of accounts
and other relevant books and papers are maintained in electronic mode within India and kept in servers
physically located in India on daily basis.
(b) The Company has used accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software. Further, there are no instance of audit trail feature being tampered with.
Additionally, the audit trail of prior year(s) has been preserved as per the statutory requirements for record
retention.
Note:
1. The amount spent towards corporate social responsibility as mentioned above has been incurred towards
various projects in the area of Community Resilience, Climate Action, Education & Health Care. (Schedule VII
(i), (ii) & (iv) of the Companies Act, 2013) for the year ended March 31, 2025.
2. The average net profit of last three years as per sec. 198 of the Companies Act, 2013 is negative, hence no
contribution has been made for CSR activities for the year ended March 31, 2024.
3. Administrative cost incurred towards CSR included above is paid to one of the subsidiary of the Company.
2.53 Transactions with struck off companies
The Company does not have any transactions with struck off companies during the year ended March 31, 2025
and March 31, 2024.
2.54 Scheme of arrangement
The Board of Directors of the Company at its meeting held on May 13, 2022, had approved the Scheme of
arrangement between Edelweiss Financial Services Limited ('EFSL') and Nuvama Wealth Management Limited
('NWML') and their respective shareholders and creditors, under section 230 to 232 read with applicable provisions
of the Companies Act, 2013, which inter-alia envisaged demerger of Wealth Management Business Undertaking
('Demerged Undertaking' as defined in the Scheme) of EFSL into the Company.
The National Company Law Tribunal Bench at Mumbai (Tribunal) has approved the aforementioned Scheme vide its
order dated April 27, 2023 under the applicable provisions of the Companies Act, 2013. Certified copy of the said
order of the Tribunal was received by the Company on May 12, 2023 and filed with the Registrar of Companies on
May 18, 2023. Accordingly, Effective date of the scheme is May 18, 2023.
As per the Scheme, EFSL transferred assets and liabilities of Demerged Undertaking to the Company and Company
recognised all assets and liabilities of Demerged Undertaking using acquisition method.
4. Interest Service Coverage Ratio = (Profit before Tax and Finance cost excluding IND AS 116 impact) / (Finance
cost excluding IND AS 116 impact)
5. Total debt to Total assets = Total debt / Total assets
6. Net profit margin = Net profit for the year / Total income
7. Current ratio, Long term debt to working capital, Bad Debts to account receivables ratio, Current liability
ratio, Debtors turnover, Inventory turnover and Operating margin (%) are not applicable owing to the business
model of the company.
2.57 Additional regulatory information required under (WB) (xiv) of Division III of Schedule III amendment, disclosure of
ratios, is not applicable to the Company as it is in the broking business and not an NBFC registered under section
45-IA of Reserve Bank of India Act, 1934.
2.58 Other statutory information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending
against the Company for holding any Benami property.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory year.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
(iv) The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.
(v) The Company has 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:
(a) 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
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Company does not have any transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the period 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)
2.59 There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at March
31, 2025 and as at March 31, 2024.
2.60 Previous year figures have been regrouped/ re-classified wherever necessary and the impact, if any, are not
material to the standalone financial statement.
The accompanying notes are an integral part of the standalone financial statements
As per our report of even date attached.
For S. R. Batliboi & Co. LLP For and on behalf of the Board of Directors
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Shrawan Jalan Ashish Kehair Shiv Sehgal Aswin Vikram
Partner Managing Director & CEO Executive Director Non-Executive Director
Membership No: 102102 DIN : 07789972 DIN : 07112524 DIN : 08895013
Bharat Kalsi Sneha Patwardhan
Chief Financial Officer Company Secretary
Mumbai, May 28, 2025 Mumbai, May 28, 2025
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