2.12 Provisions
Provisions are recognised, when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits 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. When a provision is measured using the
cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows
(when the effect of the time value of money is material).
2.13 Contingent liability and Contingent asset
(a) Contingent liability is disclosed for
(i) 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
(ii) Present obligations arising from past events
where it is not probable that an outflow of
resources embodying economic benefits will
be required to settle the obligation or a reliable
estimate of the amount of the obligation cannot
be made. When some or all of the economic
benefits required to settle a provision are
expected to be recovered from a third party,
a receivable is recognised as an asset if it is
virtually certain that reimbursement will be
received and the amount of the receivable can
be measured reliably.
(b) Contingent assets are neither recognised nor
disclosed in the financial statements. However,
contingent assets are assessed continually and
if it is virtually certain that an inflow of economic
benefits will arise, the asset and related income are
recognised in the period in which the change occurs.
2.14 Taxes on Income
The income tax expense represents the sum of the tax
currently payable and net change in deferred tax.
(a) Current tax
Income tax expense or credit for the period is the tax
payable on the current period's taxable income using
the tax rates and tax laws that have been enacted
or substantively enacted by the Balance Sheet date.
The Company periodically evaluates positions taken
in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate on
the basis of amounts expected to be paid to the
tax authorities.
The Company recognizes Prior period tax
expenses as a part of Current tax expenses for
the permanent differences between provisional
tax computation prepared as per previous Audited
financial statements and the actual tax expense as
per the Income tax return filed subsequently, for that
financial year.
Current tax assets and current tax liabilities are
offset only if there is a legally enforceable right to
set off the recognised amounts, and it is intended to
realise the asset and settle the liability on a net basis
or simultaneously.
(b) Deferred tax
Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying
amounts of assets and liabilities in the Standalone
Financial Statements and the corresponding tax
bases used in the computation of taxable profit, and
is accounted for using the liability method. Deferred
tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets
are recognised to the extent that it is probable
that taxable profits will be available against which
deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if
the temporary difference arises from the initial
recognition (other than in a business combination)
of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting
profit. In addition, a deferred tax liability is not
recognised if the temporary difference arises from
the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable
temporary differences except where the Company
is able to control the reversal of the temporary
difference and it is probable that the temporary
difference will not reverse in the foreseeable
future. Deferred tax assets arising from deductible
temporary differences associated with such
investment is only recognised to the extent that it is
probable that there will be sufficient taxable profits
against which to utilise the benefits of the temporary
differences and they are expected to reverse in the
foreseeable future. The carrying amount of deferred
tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability is
settled or the asset is realised based on tax laws
and rates that have been enacted or substantively
enacted at the reporting date.
The measurement of deferred tax liabilities and
assets reflects the tax consequences that would
follow from the manner in which the Company
expects, at the end of the reporting period, to recover
or settle the carrying amount of its assets and
liabilities. Deferred tax assets and liabilities are offset
when there is a legally enforceable right to set off
current tax assets against current tax liabilities and
when they relate to income taxes levied by the same
taxation authority and the Company intends to settle
its current tax assets and liabilities on a net basis.
For transactions and other events recognised in profit
or loss, any related tax effect is also recognised in
profit or loss. For transactions and events recognised
outside profit or loss (either in other comprehensive
income or directly in equity), any related tax effects
are also recognised outside profit or loss (either in
other comprehensive income (OCI) or directly in
equity, respectively).
(c) Current tax and deferred tax for the year
Current and deferred tax are recognised in
Statement of profit and loss, except when they
relate to items that are recognised in OCI or directly
in equity, in which case, the current and deferred tax
are also recognized in other comprehensive income
or directly in equity respectively. Where current tax
or deferred tax arises from the initial accounting for
a business combination, the tax effect is included in
the accounting for the business combination.
2.15 Financial Instruments
Financial assets and financial liabilities are recognized
when the Company becomes a party to the contractual
provisions of the instruments.
(a) Initial Recognition
Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than
financial assets and financial liabilities at Fair Value
through Profit and Loss ("FVTPL")) are added to
or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to
the acquisition of financial assets or financial liabilities
at fair value through profit and loss are recognized
immediately in the Statement of profit and loss.
(b) Subsequent measurement
(i) Financial Assets
All recognized financial assets are subsequently
measured in their entirety at either amortized
cost or fair value, depending on the classification
of the financial assets, except for investments
forming part of interest in subsidiaries, which
are measured at cost.
Classification of Financial Assets
The Company classifies its financial assets in
the following measurement categories:
a) those to be measured subsequently
at fair value (either through other
comprehensive income, or through
Statement of profit and loss), and
b) those measured at amortized cost
The classification depends on the entity's
business model for managing the financial
assets and the contractual terms of
the cash flows.
Amortized Cost
Assets that are held for collection of contractual
cash flows where those cash flows represent
solely payments of principal and interest are
measured at amortized cost. A gain or loss on
these assets that is subsequently measured at
amortized cost is recognized in Statement of
profit and loss when the asset is derecognized
or impaired. Interest income from these
financial assets is included in finance income
using the effective interest rate method.
Fair Value through Other Comprehensive
Income ("FVTOCI")
Assets that are held for collection of
contractual cash flows and for selling the
financial assets, where the assets cash flows
represent solely payments of principal and
interest, are measured at FVTOCI. Movements
in the carrying amount are taken through OCI.
When the financial asset is derecognized, the
cumulative gain or loss previously recognized
in OCI is reclassified from equity to Statement
of profit and loss and recognized in other
income / (expense).
Fair Value through Profit and Loss ("FVTPL")
Assets that do not meet the criteria for
amortized cost or FVTOCI are measured at
FVTPL. A gain or loss on these assets that is
subsequently measured at FVTPL is recognized
in the Statement of profit and loss.
Impairment of Financial Assets
Expected Credit Loss (ECL) is the difference
between all contractual cash flows that are
due to the Company in accordance with the
contract and all the cash flows that the entity
expects to receive (i.e., all cash shortfalls).
In accordance with Ind AS 109, the Company
applies ECL model for measurement and
recognition of impairment loss on the financial
assets that are measured at amortised cost
e.g., cash and bank balances, investment in
equity instruments of subsidiary companies,
trade receivables and loans etc.
At each reporting date, the Company
assesses whether financial assets carried at
amortised cost is credit-impaired. A financial
asset is 'credit-impaired' when one or more
events that have detrimental impact on the
estimated future cash flows of the financial
assets have occurred.
Evidence that the financial asset is credit-
impaired includes the following observable data:
- Significant financial difficulty of the
borrower or issuer;
- the breach of contract such as a default or
being past due as per the ageing brackets;
- it is probable that the borrower will
enter bankruptcy or other financial re¬
organisation; or
- the disappearance of active market for a
security because of financial difficulties.
The Company follows 'simplified approach' for
recognition of impairment loss allowance on
Trade receivables. The application of simplified
approach does not require the Company
to track changes in credit risk. Rather, it
recognizes impairment loss allowance based
on lifetime ECLs at each reporting date, right
from its initial recognition.
For recognition of impairment loss on other
financial assets, the Company determines that
whether there has been a significant increase
in the credit risk since initial recognition. If credit
risk has not increased significantly, 12-month
ECL is used to provide for impairment loss.
However, if credit risk hasincreased significantly,
lifetime ECL is used. If, in subsequent period,
credit quality of the instrument improves such
that there is no longer a significant increase
in credit risk since initial recognition, then the
entity reverts to recognizing impairment loss
allowance based on 12-month ECL.
Lifetime ECL are the expected credit losses
resulting from all possible default events
over the expected life of a financial asset.
The 12-month ECL is a portion of the lifetime
ECL which results from default events that
are possible within 12 months after the
reporting date.
ECL impairment loss allowance (or reversal)
recognized during the period is recognized
as expense/income in the statement of profit
and loss. ECL for financial assets measured
as at amortized cost and contractual revenue
receivables is presented as an allowance, i.e.,
as an integral part of the measurement of those
assets in the Standalone Financial Statements.
The allowance reduces the net carrying
amount. Until the asset meets write-off criteria,
the Company does not reduce impairment
allowance from the gross carrying amount.
Write off policy
The Company writes off a financial asset
when there is information indicating that the
debtor is in severe financial difficulty and
there is no realistic prospect of recovery. Any
recoveries made are recognised in Statement
of profit and loss.
(ii) Financial Liabilities and Equity Instruments
Debt and Equity Instruments
Debt and equity instruments are classified
as either financial liabilities or as equity
in accordance with the substance of the
contractual arrangement. An equity instrument
is any contract that evidences a residual interest
in the assets of an entity after deducting all
of its liabilities. Equity instruments issued by
the Company are recorded at the proceeds
received, net of direct issue costs.
Classification as Equity or Financial Liability
Equity and Debt instruments issued by the
Company are classified as either financial liabilities
or as equity in accordance with the substance of
the contractual arrangements and the definitions
of a financial liability and an equity instrument.
All financial liabilities are subsequently
measured at amortized cost using the effective
interest method or at FVTPL.
Equity Instruments
An equity instrument is any contract that
evidences a residual interest in the assets of
an entity after deducting all of its liabilities.
Equity instruments issued by the Company are
recognized at the proceeds received, net of
direct issue costs.
Financial Liabilities at Amortized Cost
Financial liabilities that are not held-for-
trading and are not designated as at FVTPL
are measured at amortized cost at the end
of subsequent accounting periods. The
carrying amounts of financial liabilities that are
subsequently measured at amortized cost are
determined based on the effective interest
method. Interest expense that is not capitalized
as part of costs of an asset is included in the
'Finance costs' line item.
Financial Liabilities at FVTPL
Liabilities that do not meet the criteria for
amortized cost are measured at fair value
through profit and loss. A gain or loss on these
assets that is subsequently measured at fair
value through profit and loss is recognized in
the Statement of profit and loss.
(c) Derecognition
(i) Derecognition of financial assets
A financial asset is derecognized only when the
Company has transferred the rights to receive
cash flows from the financial asset. Where the
Company has transferred an asset, it evaluates
whether it has transferred substantially all risks
and rewards of ownership of the financial asset.
Where the Company has neither transferred a
financial asset nor retains substantially all risks
and rewards of ownership of the financial asset,
the financial asset is derecognised if the Company
has not retained control of the financial asset.
If the Company enters into transactions
whereby it transfers assets recognised on
its Balance Sheet but retains either all or
substantially all of the risks and rewards of the
transferred assets, the transferred assets are
not derecognised.
(ii) Derecognition of financial liabilities
The Company derecognizes financial liabilities
when, and only when, the Company's
obligations are discharged, cancelled or have
expired. The difference between the carrying
amount of the financial liability derecognized
and the consideration paid and payable is
recognized in Statement of profit and loss.
The Company also derecognises a financial
liability when its terms are modified and the
cash flows under the modified terms are
substantially different. In this case, a new
financial liability based on the modified terms
is recognised at fair value. The difference
between the carrying amount of the financial
liability extinguished and the new financial
liability with modified terms is recognised in
profit and loss.
(d) Offsetting
Financial assets and financial liabilities are offset
and the net amount presented in the Balance Sheet
when, and only when, the Company currently has a
legally enforceable right to set off the amounts and it
intends either to settle them on a net basis or to realise
the asset and settle the liability simultaneously.
(e) Measurement of fair values
A number of the accounting policies and disclosures
require measurement of fair values, for both financial
and non-financial assets and liabilities.
Fair values are categorised into different levels in a
fair value hierarchy based on the inputs used in the
valuation techniques as follows:
- Level 1: quoted prices (unadjusted) in active
markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices
included in Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that
are not based on observable market data
(unobservable inputs).
The Company has an established internal control
framework with respect to the measurement of fair
values. This includes a finance team that has overall
responsibility for overseeing all significant fair value
measurements, including Level 3 fair values, and
reports directly to the Chief Financial Officer.
The finance team regularly reviews significant
unobservable inputs and valuation adjustments.
If third party information, is used to measure
fair values, then the finance team assesses
the evidence obtained from the third parties to
support the conclusion that these valuations meet
the requirements of Ind AS, including the level in
the fair value hierarchy in which the valuations
should be classified.
When measuring the fair value of an asset or a liability,
the Company uses observable market data as far as
possible. If the inputs used to measure the fair value
of an asset or a liability fall into different levels of the
fair value hierarchy, then the fair value measurement
is categorised in its entirety in the same level of the
fair value hierarchy as the lowest level input that is
significant to the entire measurement.
The Company recognizes transfers between levels
of the fair value hierarchy at the end of the reporting
period during which the change has occurred.
Further information about the assumptions made in
measuring fair values used in preparing these financial
statements is included in the respective notes.
2.16 Equity Investments in Subsidiaries
Investment in subsidiaries are carried at cost in the
Standalone Financial Statements in accordance with Ind
AS 27 Separate Financial Statements.
Deemed Investment
The Company's loans/advances to subsidiaries , without
any contractual repayment terms , without charging
interest or obtaining security and as a measure of
support to finance/expand operationsof subsidiary
companies, are considered as "deemed investment" and
accounted at cost and presented along with Investments
in the Standalone Financial Statements. Accordingly
such deemed investments have been carried at cost in
accordance with the accounting policy of the Company
for Investment and not at amortised cost which is the
applicable accounting policy for loans
Impairment of Investments
At the end of each reporting period, the Company reviews
the carrying amounts of its investments to determine
whether there is any indication that such assets have
suffered an impairment loss. If any such indication exists,
the recoverable amount of the investment is estimated in
order to determine the extent of the impairment loss, if
any. The recoverable amount is determined as the higher
of an asset's fair value less costs of disposal and its value
in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments
of the time value of money and the risks specific to the
asset. In determining fair value less costs of disposal,
recent market transactions are taken into account; if
no such transactions can be identified, an appropriate
valuation model is used.
The Company uses judgement in making these
assumptions and selecting the inputs to the impairment
calculation, based on the Company's past history, existing
market conditions, as well as forward-looking estimates
at the end of the reporting period.
If the recoverable amount of the investment is estimated
to be less than its carrying amount, the carrying amount
is reduced to its recoverable amount and the resulting
impairment loss is recognised immediately in the Statement
of Profit and Loss. For the investments for which an
impairment loss has been recognised in prior periods, the
Company reviews at each reporting date whether there
is any indication that the loss has decreased or no longer
exists. When an impairment loss subsequently reverses,
the carrying amount of the investments is increased to the
revised estimate of its recoverable amount, such that the
increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment
loss been recognised. A reversal of an impairment loss is
recognised immediately in the Statement of Profit and Loss.
Similar assessment is carried for exposure of the nature
of loans thereon. The inputs to these models are taken
from observable markets where possible, but where is not
feasible, a degree of judgment is required in establishing fair
values. Judgments include consideration of inputs such as
expected earnings in future years, liquidity risk, credit risk
and volatility. Changes in assumptions about these factors
could affect the reported fair value of these investments.
2.17 Earnings Per Share (EPS)
Basic Earnings per Share is computed by dividing the net
profit / (loss) after tax (including the post tax effect of
exceptional items, if any) for the year attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the year.
Diluted Earnings per Share is computed by dividing the
profit / (loss) after tax (including the post tax effect of
exceptional items, if any) for the year attributable to equity
shareholders as adjusted for dividend, interest and other
charges to expense or income (net of any attributable
taxes) relating to the dilutive potential equity shares, by
the weighted average number of equity shares considered
for deriving Basic EPS and also weighted average number
of equity shares that could have been issued upon
conversion of all dilutive potential equity shares.
2.18 Segment Reporting
Operating segments reflect the Company's management
structure and the way the financial information is regularly
reviewed by the Company's Chief Operating Decision
Maker (CODM). The CODM considers the business
from both business and product perspective based on
the dominant source, nature of risks and returns and
the internal organisation 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
by the Executive Management in deciding how to allocate
resources and in assessing performance.
The accounting policies adopted for segment reporting are
in line with the accounting policies of the Company. Segment
Revenue, Segment Expenses, Segment Assets and Segment
Liabilities have been identified to segments on the basis of
their relationship to the operating activities of the segment.
Inter-segment revenue, where applicable, is accounted on
the basis of transactions which are primarily determined
based on market / fair value factors.
Revenue, Expenses, Assets and Liabilities which relate
to the Company as a whole and are not allocable to
segments on reasonable basis have been included under
unallocated revenue / expenses / assets / liabilities.
2.19 Borrowing Cost
Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time
to get ready for their intended use or sale, are added to
the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale.
Interest income earned on the temporary investment
of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs
eligible for capitalization.
All other borrowing costs are recognised in Statement of
profit and loss in the period in which they are incurred.
Borrowing costs includes interest, amortization of ancillary
costs incurred in connection with the arrangement of
borrowings and exchange differences arising from foreign
currency borrowings to the extent they are regarded as
an adjustment to the interest cost.
2.20 Related Party Transactions
Related Party Transactions are accounted for based on
terms and conditions of the agreement / arrangement
with the respective related parties. These related party
transactions are determined on an arm's length basis and
are accounted for in the year in which such transactions
occur and adjustments if any, to the amounts accounted
are recognised in the year of final determination.
There are common costs incurred by the entity having
significant influence / Other Related Parties on behalf
of various entities including the Company. The cost of
such common costs are accounted to the extent debited
separately by the said related parties.
2.21 Exceptional Items
Exceptional items are items of income and expenses which are
of such size, nature or incidence that their separate disclosure
is relevant to explain the performance of the Company.
2.22 Use of estimates and judgements
The preparation of Standalone Financial Statements
requires management to make judgements, estimates
and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities,
income and expenses disclosures of contingent liabilities
at the date of the standalone financial statements. Actual
results may differ from these estimates.
Estimates and underlying assumptions are reviewed on
an ongoing basis. Revisions to accounting estimates are
recognized prospectively.
Judgements are made in applying accounting policies
that have the most significant effects on the amounts
recognized in the Financial Statements.
Assumptions and estimation uncertainties that have a
significant risk of resulting in a material adjustment are
reviewed on an ongoing basis.
The areas involving critical estimates or judgments are :
a. Estimation of useful life of tangible and intangible
asset. (Refer Note 2.3, 2.4)
b. Impairment of PPE and intangible assets
(Refer Note 2.5)
c. Impairment of Investments (Refer Note 2.16)
d. Fair valuation of Investments (Refer Note 2.16)
e. Recognition and measurement of provisions and
contingencies; key assumptions about the likelihood
and magnitude of an outflow of resources. (Refer
Note 2.12 and 2.13)
f. Measurement of defined benefit obligation: key
actuarial assumptions.(Refer Note 2.11)
g. Estimation of Income Tax (current and deferred) -
(Refer Note 2.14)
3 Recent Pronouncements
(a) Standards issued/amended but not yet effective
"The Ministry of Corporate Affairs (MCA) notifies new
standard or amendments to the existing standards. There
is amendment to Ind AS 21 "Effects of Changes in Foreign
Exchange Rates" such amendments would be applicable
from 01 April 2025.
The Effects of Changes in Foreign Exchange Rates
specify how an entity should assess whether a currency
is exchangeable and how it should determine a spot
exchange rate when exchangeability is lacking. The
amendments also require disclosure of information that
enables users of its financial statements to understand
how the currency not being exchangeable into the other
currency affects, or is expected to affect, the entity's
financial performance, financial position and cash flows.
The amendments are effective for the period on or after
01 April 2025. When applying the amendments, an entity
cannot restate comparative information.
The Company has reviewed the new pronouncement
and based on its evaluation has determined that these
amendments would not have a significant impact on the
Company's Standalone Financial Statements.
(b) Standards issued/amended and became effective
The Ministry of Corporate Affairs notified new standards
or amendment to existing standards under Companies
(Indian Accounting Standards) Rules as issued from
time to time. The following amendments are effective
from 01 April 2024.
Amendments to Ind AS 116 - Lease liability in a sale
and leaseback:
The amendments require an entity to recognise lease
liability including variable lease payments which are not
linked to index or a rate in a way it does not result into gain
on Right of use asset it retains.
Ind AS 117 - Insurance Contracts:
MCA notified Ind AS 117, a comprehensive standard that
prescribe, recognition, measurement and disclosure
requirements, to avoid diversities in practice for accounting
insurance contracts and it applies to all companies i.e., to all
"insurance contracts" regardless of the issuer. However, Ind
AS 117 is not applicable to the Company but only to entities
which are insurance companies registered with IRDAI.
The Company has reviewed the new pronouncement
and based on its evaluation has determined that these
amendments do not have a significant impact on the
Company's Standalone Financial Statements.
18.4 Disclosure of Rights
The Company has only one class of equity shares having a par value of Rs. 10 each. Each holder is entitled to one vote per
equity share. Dividends are paid in Indian Rupees. Dividend proposed by the Board of Directors, if any, is subject to the
approval of the shareholders at the Annual General Meeting, except in the case of interim dividend.
In the event of liquidation of the Company, the holder of the equity shares will be entitled to receive any of the remaining
assets of the Company in proportion to the number of equity shares held by the shareholders, after distribution of all
preferential amount.
18.5 Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought
back during the period of five years immediately preceding the reporting date:
(a) The Company has allotted 12,900,000 shares without payment being received in cash for Acquisition of HHT. (Refer Note 51)
(b) The Company has not allotted any bonus shares.
(c) The Company has not bought back any shares during the aforesaid period.
Notes Nature and Purpose of Reserves
19.1 Securities Premium
Securities premium is used to record the premium on issue of securities. The reserve is utilised in accordance with the Section
52 of the Act.
19.2 Surplus in Statement of Profit and Loss (Including Other Comprehensive Income)
Surplus in Statement of Profit and Loss represents Company's cumulative earnings since its formation less the dividends /
capitalisation, if any. These reserves are free reserves which can be utilised for any purpose as may be required. However, on
account of divestment in subsidiaries, retained earnings pertaining to those subsidiaries have been eliminated.
19.3 Fair value gain / (loss) on equity investments classified as FVTOCI
Fair value gain / (loss) on equity investments classified as FVTOCI reserve has been created on account of change in fair value
of the investments. The Company has not provided the tax impact on Fair value changes on investment in equity shares held
as FVTOCI considering that no future capital gains might be available to offset the loss in the next 8 years. (Refer Note 49)
19.4 General Reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purpose. The general
reserve is created by transfer of one component of equity to another and is not an item of other comprehensive income.
19.5 Equity Component of Compound Financial Instrument
The Company had allotted 13,289 Convertible Debentures of Rs. 100,000 each redeemable / convertible into equity shares at
Rs. 204 each as per scheme of amalgamation dated 25 April 2008, sanctioned by Honorable High Court of Madras between
Software Solutions Integrated Limited (SSI) and the Company. The same has been reversed on Conversion of Convertible
Debentures to equity shares in FY 23-24.
38 Leases
a) Applicability
The Company, at the inception of a contract assesses whether a contract is, or contains, a lease if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.
In adopting Ind AS 116, the Company has applied the below practical expedients:
(i) The Company has applied a single discount rate to a portfolio of leases with reasonably similar characteristics.
(ii) The Company has treated the leases with remaining lease term of less than 12 months as if they were "short term leases".
(iii) The Company has not applied the requirements of Ind AS 116 for leases of low value assets.
(iv) The Company has excluded the initial direct costs from measurement of the right-of-use asset at the date of transition.
The Company has taken land and buildings on leases having lease terms of more than 1 year to 9 years, with the option
to extend the term of leases. Refer Note 4.2 for carrying amount of right-to-use assets at the end of the reporting period
by class of underlying asset.
I) Goods and Service Tax:
The Company has received a Show Cause Notice from the Directorate General of Goods & Services Tax Intelligence
dated 22 July 2024, on account of alleged non-payment of GST liability pertaining to construction services provided
in connection with the North Town Project. Pursuant to the notice, the Company had filed a reply on 22 August 2024,
however a demand order was issued on 17 January 2025, raising a total demand of Rs. 1,375.06 lakhs, comprising a base
disputed tax amount of Rs. 687.53 lakhs and an equivalent penalty of Rs. 687.53 lakhs.
Consequent to the above notice, the Company has started availing GST Input credit on its expenses in the monthly
returns being filed such that adequate credit is available to discharge the liability should and if the said matter be
adjudicated against the Company. An amount of Rs. 75.03 lakhs has been recognized under the head "Balances with
Government Authorities" under the head "Other Non-Current Assets". Correspondingly, the Management has also
created a provision for contingencies amounting to Rs. 75.03 lakhs which has been presented under the head non¬
current provisions , in a scenario where the said matter is decided in favour of the Company and the Company is unable
to utilize the aforesaid accumulated Input tax credit.
Subsequent to the year ended 31 March 2025, the Company filed the writ petition on 15 April 2025 with the Honourable
High court of Madras and by virtue of order dated 21 July 2025 - the Honourable High Court of Madras has set aside the
show cause notice/order issued by the Department on procedural grounds without going into the merits of the matter as
to whether GST was leviable on the said supply or not.
II) SEBI Regulations:
During the year, the Company received an order from Securities and Exchange Board of India ("SEBI") levying a penalty
of Rs. 14 Lakhs for non-submission of Payment Confirmation Status (PCS) and No Default Statement (NDS) to Credit
Rating Agencies during the period when NCDs were outstanding. The Company has further appealed against the order
and Securities Appellate Tribunal (SAT) had admitted the appeal against a security deposit of Rs. 5 Lakhs which has been
grouped under the head "Security deposits paid under protest" grouped as part of "Other Non-Current Financial Assets".
III) Stamp duty on Immovable property on Merger
The Company has received a demand from the sub-registrar's office of Government of Tamil Nadu for amount of Rs.
1,243.24 lakhs vide letter dated 26 May 2025. Pursuant to the aforesaid demand , the Company had filed a writ petition
with the Honourable High Court of Madras challenging the aforesaid demand. By virtue of the order dated 19 June 2025
passed by the Honourable High Court, the said demand was set aside with the instructions to the relevant authority to
follow the due process under the applicable law before levying/recovering the demand.
Subsequently, the Company received a revised demand of Rs. 378.28 lakhs on 30 June 2025. The Company has filed a
writ petition against the revised demand on 16 July 2025. The matter is currently under process before the Honourable
High Court, and based on legal advice, Management is confident of a favorable outcome accordingly, no provision has
been recognised during the year ended 31 March 2025.
(i) Income Tax - FY 2006-07
The Company's writ petition against the re-opening of assessment w.r.t FY 2006-07 was rejected by the Honourable
High Court of Madras. Consequent to the special leave petition filed with Honourable Supreme Court of India, the matter
has been remanded back to the Honourable High Court of Madras with a direction on the maintainability of writ petition
and the matter to be decided based on merits. The estimated tax impact on account of the proposed adjustment has
been quantified above and the same excludes interest and penalty , if any, which may be leviable upon disposal of the
case by the Honourable High Court of Madras and consequent re-assessment, if applicable.
(ii) Income Tax - FY 2007-08
W.r.t proposed addition of Rs. 37,771.79 lakhs under Section 68 of the Income Tax Act-1961, the matter was decided
in the Company's favour by the Commissioner of Income-Tax (Appeals). On a subsequent appeal by the Income Tax
Department to the Income Tax Appellate Tribunal (ITAT), the matter has been remanded back to the Assessing officer
to be assessed on facts and merits. The Company has preferred an appeal with the Honourable High Court of Madras
against the aforesaid order of ITAT and the same is pending dosposal. The Company believes that since there is no
demand of tax on the Company as at the Balance sheet date, this need not be presented as "Claims not acknowledged
as debts" in Note 40.1(A) above. The estimated tax impact on account of the proposed adjustment has been quantified
above and the same excludes interest and penalty , if any, which may be leviable upon disposal of appeal and consequent
assessment order, if applicable.
(iii) Income Tax - Representative Assessee
The Company has been treated as an representative assessess of M/s Platex Limited, Mauritius , Parent of the Company
and assessment order and tax demand was levied on the Company. While these assessment orders were set aside
by the ITAT, the Income Tax Department has filed an appeal before the Honourable High Court of Andhra Pradesh
and Telangana in the aforesaid matter which is pending disposal. Considering that the aforesaid matter, the Company
believes that this need not be presented as "Claims not acknowledged as debts" in Note 40.1(A) above.
(iv) Previous year figures
Though the aforesaid matters were outstanding as at the previous year end , i.e 31 March 2024, considering that the
said disclosures were not made in the Financial statements for the year ended 31 March 2024, the same have not been
included in the aforesaid table.
40.3 Management's assessment
The amounts shown under contingent liabilities and disputed claims represent the best possible estimates arrived at on
the basis of the available information. The Company's tax jurisdiction is in India. Significant judgements are involved in
determining the provision for income taxes including judgement 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.
Further, various government authorities raise issues/clarifications in the normal course of business and the Company has
provided its responses to the same and no formal demands/claims has been made by the authorities in respect of the same
other than those pending before various judicial/regulatory forums as disclosed above.
The uncertainties and possible reimbursement in respect of the above are dependent on the outcome of the various legal
proceedings which have been initiated by the Company or the claimants, as the case may be and, therefore, cannot be
predicted accurately or relate to a present obligations that arise from past events where it is either not probable that an
outflow of resources will be required to settle or a reliable estimate cannot be made. Consequential impact of interest and
penalty, if any, in case of adverse ruling of above litigations have not considered in above disclosure. However, the Company
expects a favorable decision with respect to the above disputed demands / claims based on professional advice, as applicable
and, hence, no specific provision for the same has been made.
C. Finance cost includes Rs. 53.42 Lakhs and Rs. 225.95 lakhs accounted for the year ended 31 March 2025 and 31 March
2024 respectively, representing the interest payable under Section 234B and Section 234C of the Income Tax Act, 1961
consequent to the determination of the tax payable for the FY 22-23 based on the return of income filed during the FY
23-24 and the non-remittance of the determined net tax liability amounting to Rs. 1,325.24 Lakhs to the Department
of Income Tax as at 31 March 2024. During the year ended 31 March 2025, the said Income Tax Liability along with the
interest accrued upon has been remitted to the Department of Income Tax.
Further, Finance cost also includes Rs. 26.38 Lakhs representing the interest payable under Section 234B and Section
234C of the Income Tax Act, 1961, based on the return of income filed during the FY 16-17 and the non-remittance of the
determined net tax liability amounting to Rs. 216.67 Lakhs to the Department of Income Tax. The said tax liability along
with interst is still outstanding.
41.2 The Company has not recognised any deferred tax asset in the Financial Statements on the capital loss on account of sale of
shares of its subsidiaries during the FY 23-24 considering that no future capital gains in the next 8 years might be available to
offset the said loss:
On account of the amendment in the Finance Act , 2024 w.e.f FY 2024-25, the tax rate on the sale of long term unquoted
equity share shall be at 12.5% (excluding surcharge and cess) and no indexation benefit. However, the unquoted long term
equity share which are sold before the amendment shall be taxed at 20% (excluding surcharge and cess) and with indexation
benefit. Since the Company had sold PVPGL, PVPML and NCCPL in FY 23-24 i.e, before the amendment in the Finance Act,
2024 , the loss is indexed at Rs 152,568.70 lakhs. However, since the indexed capital loss will be set off against the future
Capital gains and the balance capital gain post setting off loss which will be taxed at the amended rate i.e. 12.5% (excluding
surcharge and cess), therefore the deferred tax is quantified at 12.5% (excluding surcharge and cess) as at 31 March 2025 on
the indexed capital loss.
43 Additional regulatory information as required by Schedule III to the Act (Contd..)
2. Includes exceptional items and provision for diminution in value of assets
3. Tax effect has been considered only in respect of depreciation and finance cost, which are deductible under the
provisions of the Income-tax Act, 1961.
No tax effect has been considered for exceptional items and other non-cash operating expenses, as these primarily
pertain to the capital loss on sale of investments recognised in the previous year and impairment of investments
recognised during the current year. Since no corresponding tax impact has been recorded in the financial statements
for these items, the same has been excluded from the above computation.
4. Expected interest outflow on long term borrowings and principal repayments represent the expected outflows until
31 March 2025 / 31 March 2024 (one year from the Balance Sheet date)
Reason for change more than 25%
The increase in the percentage during the year is due to recognition of revenue and reduction in the total debt
servicing obligations, including interest, lease payments, and principal repayments, as compared to the previous year.
Notes :
(a) The amount of transactions disclosed above is without considering Goods and Services Tax (wherever applicable,
irrespective of whether input credit has been availed or not) as charged by/to the counter party as part of the invoice/
relevant document and is gross of withholding tax under the Income Tax Act,1961
(b) The amount of payables/receivables indicated above is after deducting Tax (wherever applicable) and after including
Goods and Services Tax (wherever applicable) as charged by/to the counter party as part of the invoice/relevant document.
(c) The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices / debit notes
raised and accruals as confirmed by such related parties. The Related Parties have confirmed to the Management that
as at 31 March 2025 and 31 March 2024, there are no further amounts payable to / receivable from them, other than as
disclosed above. The Company incurs certain costs on behalf of other Companies in the group. These costs have been
allocated/recovered from the group Companies on a basis mutually agreed to with the group Companies.
(d) The aforesaid transactions are disclosed only from the date / upto the date, the party has become / ceases to become
a related party to the Company.
(e) The remuneration payable to key management personnel is determined by the Nomination and Remuneration committee
having regard to the performance of individuals and market trends.
(f) As the liabilities for gratuity are provided on actuarial basis for the Company as a whole, the amounts pertaining to KMP
are not included above.
(g) The following amounts as disclosed above, are presented at the undiscounted amount and not at amortised cost as
carried in the Financial Statements.
i) Loans advanced to NCCPL (erstwhile subsidiary of the Company) (Refer Note 51)
ii) Sale Consideration Receivable from PHML (erstwhile subsidiary of the Company) on account of sale of NCCPL
(Refer Note 48)
(h) The Company is in the process of assessing its compliances under the Listing Regulations, particularly w.r.t approval of
Related party transactions by the Audit committee under Regulation 23 of the Listing Regulations and the approval of
material-related party transactions by the shareholders under the aforesaid Regulations. The impact of current / past
non-compliance, if any, shall be dealt with as and when it is identified and such non-compliance if any shall not have
material impact on the Financial Statements.
44 Disclosure in respect of Related Parties (Contd..)
(i) The Company had entered into an assignment agreement dated 22 February 2023, pursuant to which the loan payable
by the Company to Dakshin Realties Private Limited was proposed to be assigned to Mrs. Jhansi Surredi (wife of the
Managing Director), in light of the corresponding loan payable by Dakshin to Mrs. Jhansi Surredi. Accordingly, the amount
payable to Dakshin was to be transferred to Mrs. Jhansi Surredi under the terms of the said tripartite agreement.
However, based on internal discussions held subsequently, the management decided not to implement the assignment
agreement. Consequently, the loan continues to remain in the books of the Company as payable to Dakshin. The
Company is in the process of executing a formal cancellation of the aforesaid agreement.
45 Development Agreements
45.1 Rainbow Foundations Limited
(i) Security deposit and advance from Developer
The Company, being the Landowner has signed a JDA on 6 April 2011 with the Developer, North Town Estates Private
Limited for development of land of measuring 70 Acres (approx.) (1,259.90 grounds). The Company had terminated the
Joint Development Agreement (JDA) on 23 March 2022. The developer has constructed an extent of 34 Acres of land
in phases consisting of Ananda, Brahma, Chetna, Ekanta and Gulmohar. The developer has completed the phases Viz.
Ananda, Brahma, and Gulmohar in its entirety and portion of Chetna and Ekanta except 5 blocks in Chetna and 1 block in
Ekanta which forms part of the terminated portion.
Following the termination of the earlier agreement with North Town, the Company executed a fresh JDA with Rainbow
Foundations Limited to undertake the balance construction and development. The arrangement pertains specifically to
the unfinished towers in Project Chetna and Project Ekanta, which had previously been partly developed by North Town
Estates Private Limited. The Company shall receive 40% of revenue received on sale of flats in Project Chetna and 36%
from Project Ekanta. However, 4% absolute share of the Company in such projects shall be adjusted by the Developer
until the refundable security deposit of Rs. 705 Lakhs has been recovered. Further, the Company shall start receiving
the proceeds from the projects only after the developer recovers the total amount paid by the developer on a monthly
basis in advance for meeting the operating expenses of the Company and the loan amounting to Rs. 2,400 Lakhs. The
summary of the security deposit provided is summarised below:
45.2 Casagrand Builder Private Limited
The Company had sold 8 acres of Land to Casagrand Zingo Private Limited and had entered in a joint development agreement
with Casagrand Builder Private Limited (Casagrand) on 27 June 2022 for development of additional 12 acres of land. As per
the terms of the agreement, 12 acres of land was earmarked for development under a 40:60 area-sharing model, wherein
40% of the developed area would be allocated to the Company and 60% to Casagrand.
Casagrand has furnished an interest free refundable security deposit of Rs. 3,000 Lakhs. As part of settling the IFSD, the
Company had foregone the right of 6,900 sq.ft of land area from its 40% area-share for an amount of Rs. 1,500 Lakhs and for
the balance 1,500 Lakhs the same shall be adjusted with the revenue arising from its adjusted share of area. Further, as per
the supplemental agreement entered between Casagrand and the Company on 14th March 2025 , Casagrand has adjusted
the Rs 1,500 towards the additional share of 6,900 Sq.ft. Therefore, during the year FY 24-25 the Company has adjusted this
security deposit and recognised revenue amounting to Rs 1,500 lakhs.
56 Financial Instruments (Contd..)
56.3 Fair value measurement
The management assessed that fair value of cash and cash equivalents, trade receivables, loans, borrowings, trade payables
and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of
these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair value / amortized cost:
(a) Long-term fixed-rate borrowings are evaluated by the Company based on parameters such as interest rates, individual
losses and creditworthiness of the receivables
(b) The fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-current
financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms,
credit risk and remaining maturities.
(c) The fair value of investment in quoted Equity Shares is measured at quoted price, and the fair value changes are
routed through OCI.
(d) Fair values of the Company's interest-bearing borrowings and loans are determined by using discounted cash flow
(DCF) method using discount rate that reflects the issuer's borrowing rate as at the end of the respective reporting
period. The own non-performance risk as at 31 March 2025 and 31 March 2024 was assessed to be insignificant.
(i) Financial Assets that are measured at fair value through OCI/Profit and loss
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis
56 Financial Instruments (Contd..)
56.4 Financial Risk Management objectives and policies
The Company's treasury function provides services to the business, co-ordinates access to financial markets, monitors and
manages the financial risks relating to the operations of the Company. These risks include market risk (including interest rate
risk and other price risk) and credit risk.
The Company has not offset financial assets and financial liabilities.
(i) Market Risk
The Company's activities are exposed to finance risk, interest risk & credit risk. Market risk exposures are measured
using sensitivity analysis. There has been no change to the Company's exposure to market risks or the manner in which
these risks are being managed and measured.
(ii) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. Long term borrowings of the company bear fixed interest rate. Thus, interest rate risk
is limited for the company.
(iii) Equity Price Risk
The Company's non-listed equity securities are not susceptible to market price risk arising from uncertainties about
future values of the investment securities. Hence the company does not bear significant exposure to Equity price risk in
unquoted investment.
(iv) Credit Risk
Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer contract,
leading to financial loss. The credit risk arises principally from its operating activities (primarily trade receivables) and
from its investing activities, including deposits with banks and financial institutions and other financial instruments.
(c) Loans
This balance primarily constitute of employee advances and the Company does not expect any losses from non¬
performance by these counter parties. These also includes loans provided to related parties (erstwhile subsidiaries).
(Refer Note 51 & 52)
(d) Cash and cash equivalents
The Company held cash and cash equivalents with credit worthy banks and financial institutions as at the reporting
dates which has been measured on the 12-month expected loss basis. The credit worthiness of such banks and
financial institutions are evaluated by the management on an ongoing basis and is considered to be good with
low credit risk.
(e) Other financial assets
Other financial assets comprises of rental deposits given to lessors, bank deposits (due to mature within and after
12 months from the reporting date), interest accrued on fixed deposits and debentures. The fixed deposits are held
with credit worthy banks and financial institutions. The credit worthiness of such banks and financial institutions
are evaluated by the management on an ongoing basis and is considered to be good with low credit risk. This
also includes sale consideration receivable from Picture House Media Limited on account of sale of NCCPL.
(Refer Note 48(i))
(v) Liquidity risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity
risk by maintaining adequate reserves, banking facilities and borrowing facilities, by continuously monitoring forecast and
actual cash flows and by matching maturing profiles of financial assets and financial liabilities in accordance with the risk
management policy of the Company. The Company invests its surplus funds in bank fixed deposits and mutual funds.
Liquidity and interest risk tables :
The following table detail the Company's remaining contractual maturity for its non-derivative financial liabilities with
agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities
based on the earliest date on which the Company can be required to pay. The table below represents principal and
interest cash flows. To the extent that interest rates are floating, the undiscounted amount is derived from interest rate
curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company
may be required to pay.
57 Other Statutory Information
a) No proceedings have been initiated or pending against the Company for holding Benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and the Rules made there under.
b) 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:
(i) 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
(ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiary
c) 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:
(i) 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
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
d) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
e) The Company has not granted Loans or Advances in the nature of loan to any promoters, Directors, KMPs and the related
parties (as per the Act) , which are repayable on demand or without specifying any terms or period of repayments other than
the deemed investments in the subsidiaries.
57 Other Statutory Information (Contd..)
f) There are no transactions with the Companies whose name are struck off under Section 248 of the Act.
g) 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 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).
h) The Company has complied with the number of layers prescribed under Section 2(87) of the Act read with Companies
(Restriction on number of Layers) Rules, 2017.
i) No scheme of arrangement has been approved by the competent authority in terms of Section 230 to 237 of the Act.
j) The Company has not been declared a willful defaulter by any bank or financial institution or other lender.
k) The Company has utilised the borrowing amount taken from banks for the purpose as stated in the sanction letter.
l) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
m) As per Section 128 of the Act and Rule 3 of the Companies (Accounts) Rules, 2014, the Company is required to have an audit
trail feature as part of the accounting software being used. During the year ended 31 March 2025, The Company has used
an accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility.
However, the same has not been enabled during the year ended 31 March 2025. The Company is in discussions with the
service providers w.r.t. the enabling of audit trail feature in the accounting software.
n) The Company had defaulted in the redemption of non-convertible debentures and repayment of interest which had fallen due
on 31 March 2019 and on all due dates from 30 April 2019/30 September 2019 to 31 March 2022/31 July 2022, beyond the
time permitted under section 164(2)(b) of the Act (default for more than 1 year). However, the Company believes that even
though the repayment has not been made within the period contemplated in the above referred section, the default has been
ratified by the debenture holder vide its letter dated 24 May 2022 and subsequent waivers/one-time settlement etc. with
retrospective effect by virtue of which the disqualification of directors as per the above provisions is not attracted. The list of
directors who were directors on the said date who continue to be directors as on 31 March 2025 are Mr. Prasad V Potluri, Ms.
P J Bhavani and Mr. Subramanian Parameswaran.
58 Foreign Exchange Management Act, 1999
The Company is in the process of assessing its compliances under the Foreign Exchange Management Act, 1999 ("FEMA") and
in the process of filing the required documents/condonation applications as may be required with the designated authority in
connection with certain transactions with foreign parties relating to issuance/transfer/change of terms of convertible debentures.
The Company is confident of completing all the required formalities and obtaining the required approval/ratification from the
designated authority. Further, the Company is consistently reviewing and monitoring its existing processes to ensure compliance
with the provisions of FEMA. The Management has assessed that for the year ended 31 March 2025, the Company has no material
non-compliance with the aforesaid Act and that impact of any past non-compliance, if any shall be dealt as and when it arises and
such non-compliance shall not have material impact on the Financial Statements.
59 Securities Exchange Board of India (SEBI) Regulations and Companies Act, 2013
The Company is in the process of assessing its compliances under the Act and the Listing Regulations including corrective action
required w.r.t. exceptions / qualifications highlighted by the secretarial auditor in their report for prior years and for the year ended
31 March 2024. The Company is in the process of filing the required documents / condonation /compounding / adjudication of
penalty applications as may be required with the designated authority. The Management is confident of completing all the required
formalities and obtaining the required approval/ratification from the designated authority. Further, the Company is consistently
reviewing and monitoring its existing processes to ensure compliance with the provisions of the Act and the Listing Regulations,
that impact of any past non-compliance, if any shall be dealt as and when it arises and such non-compliance shall not have any
material impact on the Financial Statements.
60 Material events after Balance Sheet Date
a. The Non-Convertible Debenture Committee ("the Committee") of the Board of Directors of the Company at its meeting held
on 11 April 2025 has approved the allotment of 15,000 Secured, Rated, Listed, Non-Convertible Debentures of Face Value of
Rs. 1,00,000/- each, aggregating to Rs. 15,000 lakhs on Private Placement basis in the following manner:
i. 9,500 INR denominated, Listed, Rated, Senior, Secured Non-convertible Debentures (NCDs) of face value of INR 1,00,000
each aggregating up to INR 9,500 lakhs (Series A Debentures) to LICHFL Housing & Infrastructure Fund
ii. 5,500 INR denominated, Listed, Rated, Senior, Secured NCDs of face value of INR 1,00,000 each aggregating up to INR
5,500 lakhs (Series B Debentures) to LICHFL Real Estate Debt Opportunities Fund - I
The said NCD's have been listed on the National Stock Exchange's ("NSE") debt platform.
The Company has done a detailed analysis of expenditure incurred during the year ended 31 March 2025 in the process
of issuance of non-convertible debentures subsequent to the year end. Consequently, the Company has classified such
expenditures into:
b. The Board of directors of the Company in their meeting held on 28 November 2024 have approved the proposal for acquisition
of substantial shares of Biohygea Global Private Limited (Medilabs). While the said Share Purchase cum shareholders
Agreement was finalized on the aforesaid date, and the Company had paid an advance of Rs 100 lakhs out of the total
purchase consideration payable of Rs. 700 lakhs via a combination of infusion of primary growth capital into Medilabs and
buying out certain portion of stake held by existing third party individual shareholders, the balance consideration of Rs. 600
lakhs has been remitted subsequent to the year end on and hence control has been acquired after the year end.
Consequently, based on provisions of Ind AS-103 - Business Combinations and Ind AS 110- Consolidated Financial
Statements, the Company believes that Medilabs is not required to be consolidated as the same does not form of the group
as at 31 March 2025.
The amount paid as advance purchase consideration has been classified as Other Non-Current Financial Assets as
on 31 March 2025.
c. The Board of Directors of the Company in their meeting held on 23 April 2025 have approved the proposal for acquisition of
56% shareholding in Optimus Oncology Private Limited ("Optimus"), via a combination of infusion of primary growth capital
into Optimus and buying out certain portion of the stake held by existing third party institutional and individual shareholders
with the total investment being Rs. 5,473 lakhs with the Company holding 56.01% of the Company post-acquisition.
The initial accounting of the business combination would be done in the Financial Year ending 31 March 2026. Accordingly,
the disclosures as provided in Para B64(e)-(q) of Ind AS 103 will be made in the Consoldiated financial statements for the
financial year ending 31 March 2026.
d. The Board of Directors vide circular resolution dated 10 July 2024, has approved the voluntary strike off of Safetrunk Services
Private Limited (SSPL) and vide order dated 8 May 2025, SSPL has been struck off from the Register of Companies.
61.1 Regulatory Proceedings Initiated by SEBI
The Company received an email communication dated 16 July 2024 from the Corporation Finance Investigation Department of the
SEBI regarding certain related party transactions undertaken in earlier financial years. The Company has provided the necessary
clarifications and supporting documents in response to the said communication.
The Company had received a show cause notice under Section 11(2), 11C (2)/(3) of SEBI Act, 1992, on 19 March 2025, 8 May 2025
and 6 June 2025 whereby SEBI has issued summons to the Company, Chief Executive Officer and the Managing Director for
production of documents before the investigating authority. The summons were issued relating to loans and investments extended
to the erstwhile subsidiaries—PVP Global Ventures Private Limited and PVP Media Private Limited, and Wholly owned subsidiary -
Safetrunk Services Private Limited.
61.1 Regulatory Proceedings Initiated by SEBI (Contd..)
The Company has duly responded to the said summons on 1 April 2025, 16 May 2025 and 23 June 2025, providing relevant
documentation and information as sought by the investigating authority. The matter continues to remain under investigation, and the
outcome of the investigation is currently not ascertainable, however Management is confident of a favorable outcome. (Refer Note 61).
61.2 Additional Notes on Investments, inter-company Loans and advances, and Provisioning.
Over the years, the Company as a part of its strategic objectives in the real estate, infrastructure, and media segments has made
investments and provided interest-free loans to its subsidiaries and erstwhile subsidaires (Currently related party).
The Company undertakes periodic assessments for the investment made and the recoverability of loans provided. Based on the
assessment , the Company recognises provisions wherever a diminution in the carrying value was assessed. The Summary of the
loans, investments and the provision created is provided below as on 31 March 2025:
A PVP Global Ventures Private Limited
PVP Global Ventures Private Limited (PVPGL) is as the investment arm of the Company, through which strategic investments
were routed and loans to other group entities were provided. Over the period of time, the Company invested Rs. 54,527 Lakhs
as equity and advanced Rs. 38,250 Lakhs as interest-free loans to PVPGL.
During FY 2007 and 2008, the Company advanced Rs. 73,700 Lakhs to PVPGL for acquisition of shares of Software Solution
Intergrated Limited (SSI limited) via an open offer - subscription of debentures of Rs. 54,100 Lakhs (later converted into
3,54,53,587 equity shares at Rs. 208 each, including a premium of Rs. 198) and interest-free loan of Rs. 19,600 Lakhs. The
purpose of the acquisition was to enable the Company's entry into infrastructure development and to monetise the land
assets held by SSI Limited.
Subsequently, as per the Scheme of Amalgamation dated 25 April 2008, approved by the Hon'ble High Court of Madras, PVP
Ventures Private Limited was merged into SSI Limited, which was then renamed as PVP Ventures Limited. The shares acquired
by PVPGL in PVP Ventures Limited were held as treasury stock (Refer Note 18). Due to the global recession in FY 2008-09
and the resultant decline in stock market valuations—particularly in the real estate sector—PVPGL sold 3,43,63,352 shares
at an average price of Rs. 41.71, resulting in a capital loss of Rs. 57,176 Lakhs, comprising Rs. 44,176 Lakhs in FY 2009-10 and
Rs. 13,000 Lakhs in FY 2010-11. As of the reporting date, PVPGL continues to hold 10,90,235 equity shares of the Company.
Further during FY 2008-09, the Company advanced Rs. 16,500 Lakhs as interest-free loans to three group companies—Cuboid
Real Estates Private Limited - Rs. 3,500 Lakhs, PVP Business Ventures Private Limited - Rs. 5,500 Lakhs, and PVP Business
Towers Private Limited Rs. 7,500 Lakhs. These group entities subsequently invested Rs. 13,100 Lakhs in Jagati Publications
Limited, a company engaged in the print media business, and the remaining amount in Ordeal Realtors Private Limited. The
investment in Jagati Publications Limited did not generate the expected returns, and its financial position was further impacted
following regulatory scrutiny and a multi-agency investigation ordered by the Hon'ble High Court of Telangana.
An amount of Rs. 2,538 Lakhs was advanced during the period FY 18-19 to FY 22-23 where Rs. 1,500 Lakhs were paid for SEBI
penalty and balance Rs. 1,038 Lakhs were paid for operating expenses and investments.
62 Comparison of Standalone Balance Sheet Figures under Regulation 33 and the Act
The due dates for adoption of financial results under Regulation 33 of Listing Regulations for submission to stock exchanges is
different from the due dates for adoption of financial statements under the Act. Further the format is also significantly different
where the Financial statements entail a large amount of disclosures under applicable Ind AS read along with Division II of Schedule
III of the Act which generally does not form part of the Financial results.
Consequently while the Board of Directors have adopted the Financial results on 29th May , 2025 the Financial statements have
been adopted on August 20th prior to circulation of notice to shareholders for ensuring Annual General meeting. Accordingly
material subsequent events until the date of adoption of Financial statements, i.e August 20th,2025 has been included in relevant
notes of the Financial statements forming part of the Annual report.
While ensuring consistency between the figures reported in the Statement of Profit & Loss between the Financial results and
Financial statements, the Company has identified certain reclassifications in the Balance sheet as detailed below. The Company
believes that this need not be treated as a material change requiring re-submission of the Financial results to the stock exchange
also considering the fact that the Annual report would be furnished to the stock exchanges as well.
64 Approval of Financial Statements
In connection with the preparation of the Standalone Financial Statements for the year ended 31 March 2025, the Board of Directors
have confirmed the propriety of the contracts / agreements entered into by / on behalf of the Company and the resultant revenue
earned / expenses incurred arising out of the same after reviewing the levels of authorisation and the available documentary
evidences and the overall control environment. Further, the Board of Directors have also reviewed the realizable value of all the
current assets of the Company and have confirmed that the value of such assets in the ordinary course of business will not be less
than the value at which these are recognised in the standalone financial statements. In addition, the Board has also confirmed the
carrying value of the non-current assets in the Standalone Financial Statements. The Board, duly taking into account all the relevant
disclosures made, has approved these Standalone Financial Statements at its meeting held on 29 May 2025. The shareholders of
the Company have the rights to amend the Standalone Financial Statements in the ensuing Annual general meeting post issuance
of the same by the Board of directors.
In terms of our report attached For and on behalf of the Board of Directors of
For PSDY & Associates PVP Ventures Limited
Firm Reg No. 010625S CIN : L72300TN1991PLC020122
Yashvant G Prasad V. Potluri Subramanian Parameswaran
Partner Chairman and Managing Director Independent Director
Membership No : 209865 DIN : 00179175 DIN : 09138856
Place : Hyderabad Place : Hyderabad
Date : 20 August 2025 Date : 20 August 2025
Anand Kumar B Vignesh Ram
Chief Financial Officer Company Secretary
Place : Chennai Place : Chennai Place : Chennai
Date : 20 August 2025 Date : 20 August 2025 Date : 20 August 2025
|