Note:- The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. The amount of principle and interest outstanding during the year is given below.
Total outstanding dues of micro enterprises and small enterprises
Under the Micro, Small and Medium Enterprises Development Act 2006 (MSMED Act, 2006), certain disclosures are required to be made relating to dues to Micro and Small enterprises. On the basis of information and records available with the management. The Company has sent letters to vendors to confirm whether they are covered under Micro, Small and Medium Enterprise Development Act 2006 as well as they have filed required memorandum with prescribed authority. Based on and to the extent of the information received by the Company from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), the relevant particulars as at the year end are furnished below.
iii) Rights and restrictions attached to the shares Equity shares:
The Company has only one class of equity shares having a par value of H 5/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
v) Details of shares held by the Promoter in the Company
There are no Promoters in the Company hence these details are not applicable to the Company as notified by MCA amendments to Schedule III to the Companies Act, 2013 on March 24, 2021.
vi) Details of holding & ultimate holding Company
There are no holding or ultimate holding company hence these details are not applicable to the Company.
vii) There are 10,77,500 shares reserved for issue under employee stock option scheme.
viii) Aggregate number and class of shares allotted as fully paid-up pursuant to contract without payment being received in cash and bonus shares issued and shares bought back during the period of five years immediately preceding the current year
The company has neither allotted any class of shares as fully paid-up pursuant to contract without payment being received in cash nor issued bonus shares and there has not been any buy back of shares during the five years immediately preceding March 31, 2025.
31 Earnings per share
Basic earnings per share ("EPS") is calculated by dividing the profit after tax for the year attributable to equity shareholders of company by the weighted average number of equity shares outstanding during the year.
Diluted EPS is calculated by dividing the profit after tax for the year attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
* The outstanding balance H 28 lakhs includes interest receivable of H 9 lakhs (P.Y. H 6 Lakhs) The related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.
Note:
As the liabilities for gratuity and leave compensation are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the key management personnel is not included above.
36 Leases
As a lease the Company classified property lease as operating lease under Ind AS 116. These include office premises taken on lease. Lease include conditions such as non-cancellable period, notice period before terminating the lease or escalation of rent upon completion of part tenure of the lease in line with inflation of price.
The Company has taken various office premises on operating lease for the period which ranges from 12 months to 60 months with an option to renew the lease by mutual consent on mutually agreeable terms.
The weighted average incremental borrowing rate applied to lease liabilities as at April 1, 2023 is 10.00 %.
Information about leases for which the company is a lessee are presented below:
37 Segmental Reporting (ind-AS 108):
The company’s business segment is providing merchant banking and advisory services and it has no other primarily reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liabilities and total cost incurred to acquire segment assets, is as reflected in the financial statements as of and for the year ended March 31, 2025. There is no distinguishable component of the company engaged in providing services in a different economic environment. The company has no offices outside India and there are no reportable geographical segments.
All assets of the Company are domiciled in India.
Revenue of H 4,047 lakhs (March 31, 2024 : H 1,786 lakhs) is derived from three external customers (five external customers in Previous year) and revenue from each such customer constitutes more than 10% of the Company’s revenue.
38 Corporate Social Responsibility
As required by Section 135 of Companies Act, 2013 and rules therein, a Corporate social responsibility committee has been formed by the Company. The Company has spent the following amount during the year towards corporate social responsibility (CSR) for activities listed under schedule VII of the Companies Act, 2013
(a) Gross amount required to be spent by the Company during the year 2024-25 H 26 lakhs (Previous year H 25 lakh).
39 Revenue from contracts with customers
The Company determines revenue recognition through the following steps:
(a) Identification of the contract, or contracts, with a customer.
(b) Identification of the performance obligations in the contract.
(c) Determination of the transaction price.
(d) Allocation of the transaction price to the performance obligations in the contract.
(e) Recognition of revenue when, or as, we satisfy a performance obligation.
I. Nature of Services
Merchant Banking and Advisory Services
The Company derives main revenue from corporate advisory services. The company specialize in providing value added advice and services to our clients on complex strategic and financial decisions and transactions focused around Fund Raising, Mergers & Acquisitions, Equity & Debt Private Placements, Initial Public Offerings, Corporate Advisory, and Capital Restructuring.
II. Contract Balances
Trade Receivables. The outstanding balance as on March 31, 2025 : H 1,536 lakhs, March
31, 2024: H 1,230 lakhs. (Refer note 6).
III. Performance obligations and timing of revenue recognition
Income from corporate advisory services is recognised upon rendering of services.
40 Financial instruments - Fair values and risk management
Fair value 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, regardless of whether that price is directly observable or estimated using a valuation technique.
A) Accounting classification and fair values
Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. It does not include the fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
B) Fair value hierarchy
Ind AS 107, ‘Financial Instruments - Disclosure’ requires classification of the valuation method of financial instruments measured at fair value in the Balance sheet using a three-level fair-value-hierarchy (which reflects the significance of inputs used in the measurements). The hierarchy gives the highest priority to un -adjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value-hierarchy under Ind AS 107 are described below:
Ý Level 1:
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1
Ý Level 2:
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise 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. Few unlisted equity instruments are classified as level 2 in the fair value hierarchy, since there are significant observable inputs available by way of fund raising transaction during the year. Further no significant adjustments needs to be made to the prices obtained from recent transactions.
Ý Level 3:
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities with no significant observable inputs.
C) Valuation techniques used to determine fair value:
Significant valuation techniques used to value financial instruments include:
The carrying amounts of cash and cash equivalent, trade receivables, other financial assets, loans, trade payables, other financial liabilities are considered to be approximately equal to the fair value.
D) Fair value of financial instrument measured at amortised cost
Fair value of financial asset and liabilities are equal to their carrying amount.
Note: During the periods mentioned above, there have been no transfers amongst the hierarchy levels.
E) Financial risk management
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 adopted an Enterprise Risk Management Policy framed by the Company, which identifies the risk and lays down the risk minimization procedures. The Management reviews the Risk management policies and systems on a regular basis to reflect changes in market conditions and the Company’s activities, and the same is reported to the Board of Directors periodically. Further, the Company, in order to deal with the future risks, has in place various methods / processes which have been imbibed in its organizational structure and proper internal controls are in place to keep a check on lapses, and the same are been modified in accordance with the regular requirements.
The Audit Committee oversees how Management monitors compliance with the Company’s Risk Management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by the internal auditors.
The Company has exposure to the following risk arising from financial instruments:
i) 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 and loans and advances.
The carrying amount of following financial assets represents the maximum credit exposure:
Trade receivables and loans and advances.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer in which it operates. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
The Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered.
For trade receivables, the company individually monitors outstanding balances. Accordingly, the Company makes specific provisions against such trade receivables wherever required and monitors the same at periodic intervals.
The Company monitors each loans and advances given and makes any specific provision wherever required.
The Company has followed simplified method of ECL in case of Trade receivables and the Company recognises lifetime expected losses for all trade receivables that do not constitute a financing transaction. At each reporting date, the Company assesses the impairment requirements.
Additionaly, the Company uses a provision matrix to compute the trade receivables, as per which the provision is made at 10% for trade receivable overdue more than 180 days but less than 270 days, additional 30% for trade receivable overdue more than 270 days but less than 360 days, additional 50% for trade receivable overdue more than 360 days and remaining 10% will always be retained, until bad debt is recognised.
Cash and cash equivalents and other Bank balances:
The Company held cash and cash equivalents and other bank balances of H 306 lakhs as on March 31, 2025 (March 31, 2024 H 2,045 lakhs). The cash and cash equivalents are held with banks with good credit ratings.
Loans:
Loans of H 28 lakhs as on March 31, 2025 (March 31, 2024 H 555 lakhs) is the carry forward balance of loan given in previous year. The loans of H 28 lakhs is in the nature of loans to related party. The Loans are fully recoverable.
Other financial assets:
The Company has given employee advances of H 6 lakhs as on March 31, 2025 (March 31,
2024 H 7 lakhs) and advance against purchase of Vehicle of H 38 lakhs as on March 31,
2025 (March 31, 2024 H Nil) The employee advances are fully recoverable..
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 due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Maturity profile of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
The gross outflows disclosed in the above tables represent the contractual undiscounted cash flows relating to the financial liabilities which are not usually closed out before contractual maturity.
iii) Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows related to financial instrument that may result from adverse changes in market rates and prices (such as foreign exchange rates, interest rates, other prices). The Company is exposed to market risk primarily related to currency risk, interest rate risk and price risk.
a) Currency risk
The Company has insignificant amount of foreign currency denominated assets. Accordingly, the exposure to currency risk is insignificant.
b) Interest rate risk
The Company’s investments are primarily in fixed rate interest instruments. Accordingly, the exposure to interest rate risk is also insignificant.
c) Price risk
Price risk is the risk that the value of the financial instrument will fluctuate as a result of changes in market prices and related market variables including interest rate for investments in debt oriented mutual funds and debt securities, whether caused by factors specific to an individual investment, its issuer or the market. The Company exposed to price risk from it’s investment in Mutual Funds, listed and unlisted Equity Shares, Bonds classified in the balance sheet at fair value through profit and loss or fair value through other comprehensive income.
Decrease in prices by 5% will have equal and opposite impact in financial statements. Sensitivity analysis has been computed by stress testing the market price of the underlying price index on the investment portfolio as on the reporting date.
The Company provides a sensitivity analysis to show the impact to the Company’s profit before taxation in the event that forfeiture and performance condition assumptions exceed or are below the Company’s estimations by the stated percentages
41 Capital Management
For the purpose of the Company’s capital management, capital includes issued capital and other equity reserves. The primary objective of the Company’s Capital Management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.
42 Employee Benefits
The Company contributes to the following post-employment defined benefit plans in India.
(i) Defined Contribution Plans:
The contributions to the Provident Fund and Family Pension Fund of certain employees are made to a Government administered Provident Fund and there are no further obligations beyond making such contribution.
The Company recognised H 25 lakhs for year ended March 31, 2025 (H 17 lakhs for year ended March 31, 2024) provident fund contributions in the Statement of Profit and Loss.
The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
(ii) Defined Benefit Plan:
Gratuity
The Company participates in the Employees Gratuity scheme, a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on death or on separation / termination in terms of the provisions of the Payment of Gratuity Act, 1972.
The most recent actuarial valuation of plan assets and the 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.
Compensated Absences
The Compensated Absences is payable to all eligible employees for each day of accumulated leave on death or on resignation. Compensated Absences debited to Statement of Profit and Loss during the year amounts to H 17 lakhs (March 31, 2024 H 23 lakhs). Accumulated provision for leave encashment aggregates H 68 lakhs (March 31, 2024 H 69 lakhs).
49 The dividend declared by the Company is based on profits available for distribution as reported in the standalone financial statements of the Company. On April 24, 2025 the Board of Directors of the Company have proposed a dividend of Re. 1.5 (March 31, 2024 Re. 1) per equity share of H 5 each in respect of the financial year ended March 31, 2025, subject to the approval of shareholders at the Annual General Meeting. If approved, the dividend would result in a cash outflow of approximately H 504 lakhs (March 31, 2024 H 333 lakhs).
50 Disclosure under rule 1l(e)of the Companies ( Audit and Auditors) Rules, 2014
a) . The Company has not received any funds (which are material either individually or in the
aggregate) from any person or entity, including foreign entity (“Funding Parties”), 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 Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
b) . The Company has not advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or other kind of funds) to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, 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 on behalf of the Ultimate Beneficiaries, except as stated hereunder:
The Company is in compliance with relevant provisions of the Foreign Exchange Management Act 1999 (42 of 1999) and Companies Act has been complied with for such transactions and the transactions are not violative of the prevention of Money-Laundering Act 2002,(15 of 2003).
51 The disclosure on the following matters required under Schedule III amended not being relevant or applicable in case of the Company for the year ended March 31, 2025, same are not covered:
a) . The company has not traded or invested in crypto currency or virtual currency during the
financial year.
b) . No proceedings have been initiated or are pending against the Company for holding any
benami property under the Benami Transaction (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
c) . The Company has not been declared wilful defaulter by any bank or financial institution or
government or any government authority.
d) . The Company has not entered into any scheme of arrangement.
e) . No satisfaction of charges are pending to be filed with ROC.
f) . There are no transactions which are not recorded in the books of account which have
been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act, 1961.
g) . The Company has not entered into any transaction with Company struck off under section
248 of the Companies Act, 2013.
h) . Disclosure of ratios, is not applicable to the Company as it is in merchant banking business
and not an NBFC registered under Section 45-IA of Reserve Bank of India Act, 1934.
i) . Disclosures of immovable property not in the name of the Company: None
52 Pursuant to the amendment approved by the shareholders at their meeting held on June 13, 2023, to the object clause for the utilization of funds received against the issue of equity shares in November 2021 to specified investors on a preferential basis, the Company have utilised part of the proceeds in terms of the permitted objects and the balance unutilized proceeds have been invested in the fixed deposits with bank pending utilisation in terms of the objects of the issue.
53 Pursuant to the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Amendment Rules 2021, the Company is in compliance with the provisions which require that the Company shall use only such accounting software, which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made.
54 . The Company has conducted an Extraordinary General Meeting on April 21, 2025 for buyback
of equity shares the Company. The resolution of buyback has not been approved with the requisite majority.
56 Events after reporting date
There have been no events after the reporting date that require disclosure in these financial statements.
57 The figures for the previous year have been regrouped wherever necessary. The impact of such regroupings / reclassifications are not material to Financial Statements.
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