k. Provisons and Contingent Liabilities
Provisions : Provisions for legal claims, service warranties are recognised when the Company has a presentlegal or constructive obligation as a result of past events, it is probable that an outflow of resources will berequired to settle the obligation and the amount can be reliably estimated. Provisions are not recognisedfor future operating losses. Provisions are measured at the present value of management's best estimateof the expenditure required to settle the present obligation at the end of the reporting period. The discountrate used to determine the present value is a pre-tax rate that reflects current market assessments of thetime value of money and the risks specific to the liability. The increase in the provision due to the passageof time is recognised as interest expense.
Contingent Liabilities : Contingent liabilities are disclosed when there is a possible obligation arisingfrom past events, the existence of which will be confirmed only by the occurrence or non-occurrence ofone or more uncertain future events not wholly within the control of the company or a present obligationthat arises from past events where it is either not probable that an outflow of resources will be required tosettle or a reliable estimate of the amount cannot be made.
l. Earnings per share
(i) Basic earnings per share: - Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Company
• by the weighted average number of equity shares outstanding during the fiscal year
(ii) Diluted earnings per share: -
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share totake into account:
• the after-income tax effect of interest and other financing costs associated with dilutive potentialequity shares, and
• the weighted average number of additional equity shares that would have been outstanding assumingthe conversion of all dilutive potential equity shares.
m. Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chiefoperating decision maker. The management assesses the financial performance and position of theCompany and makes strategic decisions. The chief operating decision maker, consists of the ManagingDirector and Chairman of the Company.
n. Cash and Cash Equivalents
The Company's statement of cash flows is prepared using the Indirect method, whereby profit for the periodis adjusted for the effect of transaction of a non-cash nature, any deferrals or accruals of past or futureoperating cash receipts or payment and item of income or expenses associated with investing or financingcash flows. The cash flows from operating, investing and financing activities of the Company are segregated.Cash and cash equivalents comprise cash and bank balances and short-term fixed bank deposits that aresubject to an insignificant risk of changes in value. These also include bank overdrafts and cash creditfacility that form an integral part of the Company's cash management.
o. Current and Non Current Classification
The Schedule III to the Act requires assets and liabilities to be classified as either current or non-current. TheCompany presents assets and liabilities in the balance sheet based on current/non-current classification.
An asset is classified as current when it satisfies any of the following criteria:
(i) it is expected to be realised in, or is intended for sale or consumption in, the Company's normaloperating cycle;
(ii) it is expected to be realised within twelve months from the reporting date;
(iii) it is held primarily for the purposes of being traded; or
(iv) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability forat least twelve months after the reporting date. All other assets are classified as non-current
Liabilties
A liability is classified as current when it satisfies any of the following criteria:
• it is expected to be settled in the Company's normal operating cycle;
• it is due to be settled within twelve months from the reporting date;
• it is held primarily for the purposes of being traded; or
• the Company does not have an unconditional right to defer settlement of the liability for atleast twelvemonths from the reporting date.
All other liabilities are classified as non-current.
p. Operating Cycle
Operating cycle is the time between the acquisition of assets for processing and their realisation in cashor cash equivalents. Based on the nature of operations and the time between the acquisition of assets forprocessing and their realisation in cash and cash equivalents, the Company has ascertained its operatingcycle as twelve months for current - non-current classification of assets and liabilities.
q. Recent Indian Accounting Standards (Ind AS)
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standardsunder Companies (Indian Accounting Standards) Rules as issued from time to time. For the year endedMarch 31,2025, MCA has notifies and amendmends to the existing standards. The Company has reviewedthe new pronouncements and based on its evaluation has determined that it does not have any significantimpact in its financial statements.
r. CSR Policy
2A) Reference to the cited provisions of section 135 of the Companies Act, 2013, CSR activities areapplicable on the company.
(i) The company has obtained approval from BSE for allotment of 18,50,00,000 fully covertible warrant onpreferential basis at an issue price of ? 1.32 each (face value of ? 1 /-). During the year ended 31 March 2025,the company has received a sum of ?1831.50 Lakhs through allottment of 18,50,00,000 share warrant of ? 1.32each having face value of ? 1/-. Out of 18,50,00,000 share warrants, 18,50,00,000 share warrants have beenconverted into equity shares during the year. The effect of the same has been taken in basic and diluted EPS."Rights, preferences and restrictions attached to shares
"The Company has only one class of share referred to as equity shares having a par value of ?1. Each holderof equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligibleto receive the remaining assets of the company, after distribution of all preferential amounts, in proportion totheir shareholding. Apart from this, During the period of five financial years immediately preceeding the BalanceSheet 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."
Statement of Deviation
During the Financial year Ended 31 March 2025, The Company has brought Preferential Issue, wherein fully paid18,50,00,000 equity shares of ? 1.32 each per share alloted on preferential basis to the eligible shareholders.The company has deployed these funds as per the objects of Preferential Issue.
Proceeds from subscription to the Issue of Equity shares under Preferential Issue of 2024-25, made during theyear ended 31 March 2025 have been utilised in the following manner:
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 onevote 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 meetingof 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 shareholdersshall be in proportion to the paid up capital."
(a) Security Premium Reserve : The Securities Premium was created on issue of shares at a premium. TheCompany converted 18,50,00,000 share warrants into 18,50,00,000 equity shares of face value ?1 each at apremium of ?0.32 per share, resulting in a securities premium addition of ?5,92,00,000.
(b) General Reserve : The general reserve comprises of transfer of profits from retained earnings for appropriationpurpose. 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 againstredemption made in past of redeemable preference shares.
(d) Retained Earnings : This represent the amount of accumulated earnings of the Group.
(e) The company has obtained approval from BSE for allotment of 18,50,00,000 fully covertible warrant onpreferential basis at an issue price of ? 1.32 each (face value of ? 1 /-). During the year ended 31 March2025, the company has received a sum of ?1831.50 Lakhs through allottment of 18,50,00,000 share warrantof ? 1.32 each having face value of ? 1/-. Out of 18,50,00,000 share warrants, 18,50,00,000 share warrantshave been converted into equity shares during the year. The effect of the same has been taken in basic anddiluted EPS.
Schedule of Implementation and Deployment of Funds
"Since present preferential issue is for convertible warrants, issue proceeds shall be received by the Companyin 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 allthe above-mentioned objects, in phases, as per the company's business requirements and availability of issueproceeds, latest by August, 2025.
Interim Use of Proceeds Our management will have flexibility in deploying the Proceeds received by ourCompany 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 andpurchase of shares and securities. Previously, such transactions were presented on a gross basis, i.e., separatelyshowing the sale proceeds as revenue and the purchase cost as expenses. In line with the requirements of IndAS 109 (Financial Instruments) and to provide more relevant information, the Company has now presentedthese transactions on a net basis, recognizing only the net gain or loss from such transactions under 'RevenurFrom Operations'.
In accordance with Ind AS 1 - Presentation of Financial Statements (Paragraphs 41-44), the comparativefigures for the previous period have been reclassified to conform with the current year's presentation. Thisreclassification is a presentation change and does not have any impact on the net profit or loss or equity forthe previous year.
Accordingly, revenue and expenses relating to such transactions have been netted off in the segment resultsfor the FY 2023-24 and 2024-25 to make it comparable.
As per default summary on Traces website, demand of Rs. 2.76 Lacs pertaining to FY 2021-22 and Prioryears has been shown.
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 theProfit & 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 recognizedin profit and loss account Nil (previous year Nil).
36 As on 31st March 2025, the Company operates in three Primary Segments i.e. Dealing In Shares/Securties,Entertainment services and Trading Division - Infrastructure for the purpose of IND-AS 108 Segmentalreporting.
Operating segments:
a) Trading Division - Infrastructure
b) Engineering Based Services
c) Marketing Based Services
d) Dealing In Shares/SecurtiesIdentification of segments:
The chief operational decision maker monitors the operating results of its business segments separately for thepurpose of making decisions about resource allocation and performance assessment. Segment performanceis evaluated based on profit and loss of the segment and is measured consistently with profit or loss in thesefinancial statements. Operating segments have been identified on the basis of the nature of products.Segment revenue and results
The expenses and income which are not directly attributable to any business segment are shown as unallocableexpenditure (net of unallocable income).
The measurement principles of segments are consistent with those used in preparation of these financialstatements. There are no inter-segment transfers.
The Company's Board of Directors has overall responsibility for the establishment and oversight of theCompany's risk management framework. The Board of Directors has established the Risk ManagementCommittee, which is responsible for developing and monitoring the Company's risk management policies. TheCommittee reports to the Board of Directors on its activities. The Company's risk management policies areestablished to identify and analyses the risks faced by the Company, to set appropriate risks limits and controlsand to monitor risk and adherence to limits. Risk management policies and systems are reviewed periodicallyto 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 allemployees understand their roles and obligations. The audit committee oversees how management monitorscompliance with the company's risk management policies and procedures, and reviews the adequacy of the riskmanagement framework in relation to the risks faced by the Company. The audit committee is assisted in itsoversight 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 instrumentfails 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 thecreditworthiness of customers to which the company grants credit terms in the normal course of business. Thecompany establishes an allowance for doubtful debts and impairment that represents its estimate of incurredlosses 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 liquidityto meets it liabilities when due, under both normal and stressed conditions, without incurring unacceptablelosses or risk to Company's reputation.
Market risk is the risk that changes in market prices- such as foreign exchange rates, interest rates and equityprices- will affect the Company's income or the value of its holdings of financial instruments. Market risk isattributable to all market risk sensitive financial instruments including foreign currency receivables and payableand long term debt. We are exposed to market risk primarily related to foreign exchange rate risk. Thus, ourexposure to market risk is a function of revenue generating and operating activities in foreign currency. Theobjective of market risk management is to avoid excessive in our foreign currency revenues and costs. TheCompany uses derivative to manage market risk.
(i) Company doesnot holds immovable property in the current year
(ii) Company doesn't have investment property to value the property as is based on the valuation by aregistered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017
(iii) Company doesn't have Property Plant and Equipment to revalue the same (including Right-of UseAssets),based on the valuation by a registered valuer as defined under rule 2 of Companies (RegisteredValuers and Valuation) Rules, 2017
(iv) Company doesn't have intangible asset to revalue the same , based on the valuation by a registeredvaluer 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 doesnot have intangible assets under developments
(viii) No benami property held by company, No proceedings has been initiated or pending against the companyfor holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) andrules 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 CompaniesAct, 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 not borrowed loans.
(xvii) The additional information pursuant to Schedule III to the Companies Act, 2013 are either nil or notapplicable.
(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 theAccounts. Provision for all known liabilities is adequate and not in excess of amount reasonablynecessary. 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 schedulesto the accounts and notes thereon, are drawn up so as to disclose the information required under theCompanies Act, 2013 as well as give a true and fair view of the statement of affairs of the Company as atthe end of the year and results of the Company for the year under review.
Notes forming integral part of the Ind AS Financial Statements- 1 to 46
As per our Report of even date attached For and on behalf of the Board Of Directors
For A. K. Bhargav & Co.
Chartered Accountants Atul Sharma Ram Manorath Gupta
FRN : 034063N Managing Director Director
DIN:08290588 DIN:10679592
CA ARUN KUMAR BHARGAV
(Proprietor) Virender Sharma Sandeep Somani
Membership No. 548396 Chief Financial Officer Company Secretary
UDIN :25548396BMJAVK6192 CCKPS4992K DJEPS6529G
Date : 24-05-2025Place : Delhi