R) Provisions and Contingencies
Provisions are recognized when the Company has a present obligation as a result of a past event, for which
it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of
the amount of the obligation can be made. Provision is not discounted to its present value and is determined
based on the last estimate required to settle the obligation at the year end.
Contingent liabilities are not provided for and are disclosed by way of notes to accounts, where there is an
obligation that may, but probably will not, require outflow of resources.
Where there is a possible obligation in respect of which the likelihood of outflow of resources is remote, no
provision or disclosure is made.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is
no longer probable that the outflow of resources would be required to settle the obligation, the provision is
reversed.
Contingent assets are neither recognized nor disclosed in the financial statements.
2A) Recent Indian Accounting Standards (Ind AS)
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025,
MCA has notifies and amendmends to the existing standards. The Company has reviewed the new pronouncements
and based on its evaluation has determined that it does not have any significant impact in its financial statements.
2B) Reference to the cited provisions of section 135 of the Companies Act, 2013, CSR activities are applicable on the
company.
During the financial year ended 31st March 2025, the Company converted share warrants into equity share
capital and allotted 23,50,00,000 equity shares to eligible shareholders. The proceeds raised from the
preferential issue have been deployed in accordance with the objects stated in the offer document.
"There is a mismatch between the paid-up share capital as reflected in the MCA master data and the actual
records maintained by the Company. However, it is confirmed that the share capital as recorded in the financial
statements is accurate and in accordance with the statutory records of the Company, and is also consistent
with the information available on the BSE portal. The Company is in the process of resolving the same with
the MCA portal and will file the necessary form(s) once the portal-related constraint is addressed. This is a
temporary discrepancy and does not impact the correctness of the financial position as presented in these
financial statements"
"Terms / rights to Equity Shares
The Company has only one class of share referred to as equity shares having a par value of ?1. Each holder
of equity shares is entitled to one vote per share. 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. Apart from this, During the period of five financial years immediately preceeding the
Balance Sheet date, the company has not:
(i) allotted any equity shares pursuant to any contract without payment being received in cash; and
(ii) bought back any equity shares.
The details of shareholders holding more than 5% shares as at 31 March 2025 and 31 March 2024 are set out
below:
Rights, Preferences and Restrictions
The Authorised Share Capital of the Company consists of Equity Shares having nominal value of ' 1/- each.
The rights and privileges to equity shareholders are general in nature and allowed under Companies Act, 2013.
The equity shareholders shall have:
(1) a right to vote in shareholders' meeting. On a show of hands, every member present in person shall
have one vote and on a poll, the voting rights shall be in proportion to his share of the paid up capital
of the Company;
(2) a right to receive dividend in proportion to the amount of capital paid up on the shares held.
The shareholders are not entitled to exercise any voting right either in person or through proxy at any
meeting of the Company if calls or other sums payable have not been paid on due date.
In the event of winding up of the Company, the distribution of available assets/losses to the equity
shareholders shall be in proportion to the paid up capital.
Utilization of preferential issue proceeds
a) Security Premium Reserve : The Securities Premium was created on issue of shares at a premium. The
reserve is utilised in accordance with the provisions of the Act. The Company converted 2,35,00,000
share warrants into 23,50,00,000 equity shares of face value ?1 each at a premium of ?0.50 per share,
resulting in a securities premium addition of ?11,75,00,000.
b) General Reserve : The general reserve comprises of transfer of profits from retained earnings for
appropriation purpose. The reserve can be distrubuted/utilised by the Group in accordance with the
provisions of the Act.
c) Capital Redemption Reserve : The Capital Redemption Reserve represents reserves created against
redemption made in past of redeemable preference shares.
d) Retained Earnings : This represent the amount of accumulated earnings of the Group.
e) The Company issued 4,57,50,000 convertible share warrants on a preferential basis at an issue price of ?15
per warrant, in accordance with Section 62(1)(c) of the Companies Act, 2013 and SEBI (ICDR) Regulations.
At the time of allotment, each warrant was convertible into one equity share of face value ?10 at
an issue price of ?15. Subsequently, following a share split, the face value of equity shares was
revised from ?10 to ?1 per share, resulting in a corresponding adjustment of the issue price to
?1.50 per share. Accordingly, the conversion ratio was revised such that each warrant now entitles
the holder to 10 equity shares of ?1 each, while the total consideration per warrant remains
unchanged at ?15 (i.e., ?1.50 per equity share, comprising ?1 face value and ?0.50 share premium)
During the year:
• 2,35,00,000 share warrants were converted into 23,50,00,000 equity shares of ?1 each upon
receipt of full consideration.
• 2,22,50,000 share warrants remain outstanding and are eligible for conversion within the
prescribed period of 18 months from the date of allotment.
The amount received against share warrants pending conversion is disclosed under "Money received
against share warrants" in Other Equity in the Balance Sheet.
Schedule of Implementation and Deployment of Funds
Since present preferential issue is for convertible warrants, issue proceeds shall be received by the Company
in 18 months period from the date of allotment of warrants in terms of Chapter V of the SEBI (ICDR) Regulation,
and as estimated by our management, the entire proceeds received from the issue would be utilized for the all
the above-mentioned objects, in phases, as per the company's business requirements and availability of issue
proceeds, latest by August, 2025.
Interim Use of Proceeds Our management will have flexibility in deploying the Proceeds received by our
Company from the Preferential Issue in accordance with applicable laws.
Reclassification of Prior Period Figures
(Pursuant to Ind AS 1 - Presentation of Financial Statements and Ind AS 109 - Financial Instruments)
During the current year, the Company has changed the presentation of transactions relating to the sale and
purchase of shares and securities. Previously, such transactions were presented on a gross basis, i.e., separately
showing the sale proceeds as revenue and the purchase cost as expenses. In line with the requirements of Ind
AS 109 (Financial Instruments) and to provide more relevant information, the Company has now presented
these transactions on a net basis, recognizing only the net gain or loss from such transactions under 'Revenur
From Operations'.
In accordance with Ind AS 1 - Presentation of Financial Statements (Paragraphs 41-44), the comparative figures
for the previous period have been reclassified to conform with the current year's presentation.This reclassification
is a presentation change and does not have any impact on the net profit or loss or equity for the previous year.
Accordingly, revenue and expenses relating to such transactions have been netted off in the segment results
for the FY 2023-24 and 2024-25 to make it comparable.
Note: 31 Contingent Liabilities
Estimated amount of claims against the company not acknowledged as debts in respect of disputed Income
tax matter is Rs 5,94,288 for AY 2012-13.
As per default summary on Traces website as on 07.04.2025, demand of Rs. 0.92 Lacs pertaining to FY 2021¬
22 and Prior years has been shown.
Note: 32 Employee Benefits
Post-employment benefits plans
(a) Defined Contribution Plans -
In respect of the defined contribution plans, an amount of Nil (Previous Year Nil) has been provided in
the Profit & Loss account for the year towards employer share of PF contribution.
(b) Defined Benefit Plans -
The Liability in respect of gratuity is determined for current year as per management estimate Nil
(previous year Nil as per management estimate) carried out as at Balance Sheet date. Amount
recognized in profit and loss account Nil (previous year Nil).
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 has established the Risk Management
Committee, which is responsible for developing and monitoring the Company's risk management policies.
The Committee reports to the Board of Directors on its activities. The Company's risk management policies
are established to identify and analyses the risks faced by the Company, to set appropriate risks limits and
controls and to monitor risk and adherence to limits. Risk management policies and systems are reviewed
periodically to reflect changes in market conditions and the Company's activities. The Company, through its
training, standards and procedures, aims to maintain a disciplined and constructive control environment in
which all employees understand their roles and obligations. 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 internal audit.
Credit Risk
Credit risk is the risk of financial loss to the company if a customer or counter party to a financial instrument
fails to meet its contractual obligations, and arises principally from the company's receivable from customers.
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 company establishes an allowance for doubtful debts and impairment that represents its estimate of
incurred losses in respect of trade receivables and other financial assets.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become
due. The Company manages its liquidity risk by ensuring as far as possible, that it will all ways have sufficient
liquidity to meets it liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risk to Company's reputation.
Market Risk
Market risk is the risk that changes in market prices- such as foreign exchange rates, interest rates and
equity prices- will affect the Company's income or the value of its holdings of financial instruments. Market
risk is attributable to all market risk sensitive financial instruments including foreign currency receivables
and payable and long term debt. We are exposed to market risk primarily related to foreign exchange rate
risk. Thus, our exposure to market risk is a function of revenue generating and operating activities in foreign
currency. The objective of market risk management is to avoid excessive in our foreign currency revenues and
costs. The Company uses derivative to manage market risk.
Note: 37 Additional Regulatory Information
(i) Company holds immovable property in the current year
(ii) The Company has not carried out any revaluation of its investment property during the year. The
investment property continues to be carried at historical cost less accumulated depreciation and
impairment, if any, in accordance with the cost model prescribed under Ind AS 40 - Investment Property.
(iii) Company doesn't have Property Plant and Equipment to revalue the same (including Right-of Use
Assets),based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered
Valuers and Valuation) Rules, 2017
(iv) Company doesn't have intangible asset to revalue the same , based on the valuation by a registered
valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017
(v) Company has not provided any loans to Promoters, Directors, Key Managerial Persons or related
parties. The loans provided to other body corporates are repayble on demand
(vi) Company doesn't have any Capital-Work-in Progress
(vii) Company have intangible assets under developments
(viii) No benami property held by company, No proceedings has been initiated or pending against the
company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45
of 1988) and rules made thereunder
(ix) Company has no borrowings from banks or financial institutions on the basis of security of current
assets
(x) Company not declared as wilful defaulter by any bank or financial Institution or other lender
(xi) Company has not done any transactions with companies struck off under section 248 of the Companies
Act, 2013 or section 560 of Companies Act, 1956
(xii) Company has not any charges or satisfaction yet to be registered with ROC beyond the statutory period
(xiii) Section 135 of Companies Act, 2013 relating to CSR Policy is applicable on the Company
(xiv) Compliance with number of layers of companies is not applicable
(xv) Compliance with approved Scheme(s) of Arrangements, if any: NA
(xvi) During the year company has neither borrowed any loans . The company has issued shares warrants
during the year and also share spli from ?10 to ?1
(xvii) The additional information pursuant to Schedule III to the Companies Act, 2013 are either nil or not
applicable.
(a) The current assets, loans and advances are good and recoverable and are approximately of the values,
if realized in the ordinary courses of business unless and to the extent if any stated otherwise in
the Accounts Provision for all known liabilities is adequate and not in excess of amount reasonably
necessary. There are no contingent liabilities except those stated in the notes.
(b) Balance Sheet, Statement of Profit & Loss and Cash Flow statement read together with the schedules
to the accounts and notes thereon, are drawn up so as to disclose the information required under the
Companies Act, 2013 as well as give a true and fair view of the statement of affairs of the Company as
at the end of the year and results of the Company for the year under review.
As per our Report of even date attached For and on behalf of the Board Of Directors
For A. K. Bhargav & Co.
Chartered Accountants
FRN : 034063N
CA ARUN KUMAR BHARGAV Mohaan Nadaar Ketki Bhavin Mehta
(Proprietor) Managing Director Whole time Director
Membership No. 548396 DIN:03012355 DIN:05341758
UDIN : 25548396BMJAVC2589
Date: 18 April 2025 Shrawan Kumar Prasad Deepak
Place : Delhi Chief Financial Officer Company Secretary
|