A provision is recognised when the Company has a presentobligation as a result of past events and it is probablethat an outflow of resources will be required to settlethe obligation in respect of which a reliable estimate canbe made. Provisions are determined based on the bestestimate required to settle the obligation at the balancesheet date. Contingent liability is disclosed for (1) Possibleobligations which will be confirmed only by future eventsnot wholly within the control of the Company or (2)Present obligations arising from past events where it is notprobable that an outflow of resources will be required tosettle the obligation or a reliable estimate of the amountof the obligation cannot be made. Contingent Assets arenot recognised in the financial statements.
Retirement benefit in the form of provident fundand Employee State Insurance Scheme is a definedcontribution scheme. The Company has no obligation,other than the contribution payable to the provident fundand Employee State Insurance scheme. The Companyrecognizes contribution payable to the provident fund andEmployee State Insurance scheme as an expense, when anemployee renders the related service. If the contributionpayable to the scheme for service received before thebalance sheet date exceeds the contribution already
paid, the deficit payable to the scheme is recognized asa liability after deducting the contribution already paid.If the contribution already paid exceeds the contributiondue for services received before the balance sheet date,then excess is recognized as an asset to the extent thatthe pre-payment will lead to, for example, a reduction infuture payment or a cash refund.
The Company has unfunded defined benefit plans Gratuityplan and Compensated absences plan for all eligibleemployees, the liability for which is determined on thebasis of actuarial valuation at each year end. Separateactuarial valuation is carried out for each plan using theprojected unit credit method. Superannuation (Pension& Medical coverage) payable to a Director on retirementis also actuarially valued at the end of the year using theProjected Unit Credit Method.
Remeasurements, comprising of actuarial gains and losses,the effect of the asset ceiling, excluding amounts includedin net interest on the net defined benefit liability and thereturn on plan assets (excluding amounts included in netinterest on the net defined benefit liability), are recognisedimmediately in the balance sheet with a correspondingdebit or credit to retained earnings through OCI in theperiod in which they occur. Remeasurements are notreclassified to profit or loss in subsequent periods.
Tax expense comprises current and deferred tax.
Current income tax assets and liabilities are measured atthe amount expected to be recovered from or paid to thetaxation authorities in accordance with Income tax Act,1961, Income Computation and Disclosure Standards andother applicable tax laws. The tax rates and tax laws usedto compute the amount are those that are enacted at thereporting date.
Current income tax relating to items recognised outsideprofit or loss is recognised outside profit or loss (eitherin other comprehensive income or in equity). Currenttax items are recognised in correlation to the underlyingtransaction either in OCI or directly in equity.
Deferred tax is provided using the liability method ontemporary differences between the tax bases of assets andliabilities and their carrying amounts for financial reportingpurposes at the reporting date.
Deferred tax assets are recognised for all deductibletemporary differences, the carry forward of unused taxcredits and any unused tax losses. Deferred tax assets are
recognised to the extent that it is probable that taxableprofit will be available against which the deductibletemporary differences, and the carry forward of unusedtax credits and unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewedat each reporting date and reduced to the extent that itis no longer probable that sufficient taxable profit will beavailable to allow all or part of the deferred tax asset to beutilised. Unrecognised deferred tax assets are re-assessedat each reporting date and are recognised to the extentthat it has become probable that future taxable profits willallow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the taxrates that are expected to apply in the year when the assetis realised or the liability is settled, based on tax rates (andtax laws) that have been enacted or substantively enactedat the reporting date.
Deferred tax relating to items recognised outside profitor loss is recognised outside profit or loss (either in othercomprehensive income or in equity). Deferred tax itemsare recognised in correlation to the underlying transactioneither in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offsetif a legally enforceable right exists to set off current taxassets against current tax liabilities and the deferred taxesrelate to the same taxable entity and the same taxationauthority.
Basic earnings per share are calculated by dividing thenet profit or loss for the year attributable to equityshareholders by the weighted average number of equityshares outstanding during the period. Partly paid equityshares are treated as a fraction of an equity share to theextent that they are entitled to participate in dividendsrelative to a fully paid equity share during the reportingyear.
For the purpose of calculating diluted earnings per share,the net profit or loss for the year attributable to equityshareholders and the weighted average number of sharesoutstanding during the period are adjusted for the effectsof all dilutive potential equity shares.
Equity-settled share based payments to employees andothers providing similar services are measured at the fairvalue of the equity instruments at the grant date.
The fair value determined at the grant date of the equity-settled share based payments is expensed on a straightline basis over the vesting period, based on the Company'sestimate of equity instruments that will eventually vest,with a corresponding increase in equity. At the end ofeach reporting period, the Company revises its estimateof the number of equity instruments expected to vest. Theimpact of the revision of the original estimates, if any, isrecognised in Statement of Profit and Loss such that thecumulative expenses reflects the revised estimate, witha corresponding adjustment to the Stock CompensationAdjustment Reserve.
The dilutive effect of outstanding options is reflected asadditional share dilution in the computation of dilutedearnings per share.
A financial instrument is any contract that gives rise toa financial asset of one entity and a financial liability orequity instrument of another entity.
Financial assets, with the exception of loans and advancesto customers, are initially recognised on the trade date,i.e., the date that the Company becomes a party to thecontractual provisions of the instrument. Loans andadvances to customers are recognised when funds aredisbursed to the customers. The classification of financialinstruments at initial recognition depends on their purposeand characteristics and the management's intention whenacquiring them. All financial assets are recognised initiallyat fair value plus, in the case of financial assets not recordedat fair value through profit or loss, transaction costs thatare attributable to the acquisition of the financial asset.
For purposes of subsequent measurement, financial assetsare classified in four categories:
• Debt instruments at amortised cost
• Debt instruments at fair value through othercomprehensive income (FVTOCI)
• Debt instruments and equity instruments at fair valuethrough profit or loss (FVTPL)
• Equity instruments measured at fair value throughother comprehensive income (FVTOCI)
A 'debt instrument' is measured at the amortised cost ifboth the following conditions are met:
• The asset is held within a business model whoseobjective is to hold assets for collecting contractualcash flows, and
• Contractual terms of the asset give rise on specifieddates to cash flows that are solely payments ofprincipal and interest (SPPI) on the principal amountoutstanding.
Business model: The business model reflects how theCompany manages the assets in order to generate cashflows. That is, where the Company's objective is solely tocollect the contractual cash flows from the assets, the sameis measured at amortized cost or where the Company'sobjective is to collect both the contractual cash flowsand cash flows arising from the sale of assets, the sameis measured at fair value through other comprehensiveincome (FVTOCI). If neither of these is applicable (e.g.financial assets are held for trading purposes), then thefinancial assets are classified as part of 'other' businessmodel and measured at FVPL.
SPPI: Where the business model is to hold assets tocollect and earn contractual cash flows (i.e. measuredat amortized cost), the Company assesses whetherthe financial instruments' cash flows represent solelypayments of principal and interest (the 'SPPI test').In making this assessment, the Company considerswhether the contractual cash flows are consistent witha basic lending arrangement i.e. interest includes onlyconsideration for the time value of money, credit risk,other basic lending risks and a profit margin that isconsistent with a basic lending arrangement. Where thecontractual terms introduce exposure to risk or volatilitythat are inconsistent with a basic lending arrangement,the related financial asset is classified and measured atfair value through profit or loss. The amortized cost, asmentioned above, is computed using the effective interestrate method.
After initial measurement, such financial assets aresubsequently measured at amortised cost using theeffective interest rate (EIR) method less impairment.Amortised cost is calculated by taking into account anydiscount or premium on acquisition and fees or costs thatare an integral part of the EIR. The EIR amortisation isincluded in interest income in the statement of profit orloss. The losses arising from impairment are recognised inthe statement of profit and loss.
A 'debt instrument' is classified as at the FVTOCI if both ofthe following criteria are met:
The objective of the business model is achieved both bycollecting contractual cash flows and selling the financialassets
Debt instruments included within the FVTOCI category aremeasured initially as well as at each reporting date at fairvalue. Fair value movements are recognized in the othercomprehensive income (OCI). However, the Companyrecognizes interest income, impairment losses & reversalsand foreign exchange gain or loss in the Statement of Profitand Loss. On derecognition of the asset, cumulative gainor loss previously recognised in OCI is reclassified fromthe equity to Statement of Profit and Loss. Interest earnedwhilst holding FVTOCI debt instrument is reported asinterest income using the EIR method.
FVTPL is a residual category for debt instruments. Anydebt instrument, which does not meet the criteria forcategorization as at amortized cost or as FVTOCI, isclassified as at FVTPL.
In addition, the Company may elect to designate a debtinstrument, which otherwise meets amortized cost orFVTOCI criteria, as at FVTPL. However, such electionis allowed only if doing so reduces or eliminates ameasurement or recognition inconsistency (referred to as'accounting mismatch'). Debt instruments included withinthe FVTPL category are measured at fair value with allchanges recognized in the Statement of Profit and Loss.
All equity investments in scope of Ind AS 109 are measuredat fair value. Equity instruments which are held for tradingclassified as at FVTPL. For all other equity instruments, theCompany may make an irrevocable election to presentin other comprehensive income subsequent changes inthe fair value. The Company makes such election on aninstrument-by- instrument basis. The classification is madeon initial recognition and is irrevocable.
If the Company decides to classify an equity instrument asat FVTOCI, then all fair value changes on the instrument,excluding dividends, are recognized in the OCI. There isno recycling of the amounts from Other ComprehensiveIncome to Statement of Profit and Loss, even on sale ofinvestment. However, the Company may transfer thecumulative gain or loss within equity.
Equity instruments included within the FVTPL category aremeasured at fair value with all changes recognized in theStatement of Profit and Loss.
Financial liabilities are classified and measured at amortised
cost or FVTPL. A financial liability is classified as at FVTPLif it is classified as held-for trading or it is designated ason initial recognition. All financial liabilities are recognisedinitially at fair value and, in the case of borrowings andpayables, net of directly attributable transaction costs.
The Company's financial liabilities include trade and otherpayables, loans and borrowings including bank overdraftsand derivative financial instruments.
After initial recognition, interest-bearing borrowings aresubsequently measured at amortised cost using the EIRmethod. Gains and losses are recognised in Statement ofProfit and Loss when the liabilities are derecognised aswell as through the EIR amortisation process.
Amortised cost is calculated by taking into account anydiscount or premium on acquisition and fees or coststhat are an integral part of the EIR. The EIR amortisationis included as finance costs in the statement of profit andloss. This category generally applies to borrowings.
The Company holds derivatives to mitigate the risk ofchanges in exchange rates on foreign currency exposuresas well as interest fluctuations. The counterparty for thesecontracts is generally a bank. Derivatives that are notdesignated a hedge are categorized as financial assetsor financial liabilities, at fair value through profit or loss.Such derivatives are recognized initially at fair valueand attributable transaction costs are recognized in theStatement of Profit and Loss when incurred. Subsequentto initial recognition, these derivatives are measured atfair value through profit or loss and the resulting gains orlosses are included in Statement of Profit and Loss.
The Company doesn't reclassify its financial assetssubsequent to their initial recognition, apart from theexceptional circumstances in which the Company acquires,disposes of, or terminates a business line. Financialliabilities are never reclassified.
A financial asset (or, where applicable, a part of a financialasset or part of a group of similar financial assets) is de¬recognised when the rights to receive cash flows fromthe financial asset have expired. The Company also de¬recognised the financial asset if it has transferred thefinancial asset and the transfer qualifies for de recognition.
The Company has transferred the financial asset if, and
only if, either:
• It has transferred its contractual rights to receive cashflows from the financial asset, or
• It retains the rights to the cash flows, but has assumedan obligation to pay the received cash flows in fullwithout material delay to a third party under a 'pass¬through' arrangement
Pass-through arrangements are transactions whereby theCompany retains the contractual rights to receive the cashflows of a financial asset (the 'original asset'), but assumesa contractual obligation to pay those cash flows to one ormore entities (the 'eventual recipients'), when all of thefollowing three conditions are met:
• The Company has no obligation to pay amounts to theeventual recipients unless it has collected equivalentamounts from the original asset, excluding short-termadvances with the right to full recovery of the amountlent plus accrued interest at market rates.
• The Company cannot sell or pledge the original assetother than as security to the eventual recipients.
• The Company has to remit any cash flows it collectson behalf of the eventual recipients without materialdelay.
In addition, the Company is not entitled to reinvestsuch cash flows, except for investments in cash or cashequivalents including interest earned, during the periodbetween the collection date and the date of requiredremittance to the eventual recipients.
A transfer only qualifies for derecognition if either:
• The Company has transferred substantially all therisks and rewards of the asset, Or
• The Company has neither transferred nor retainedsubstantially all the risks and rewards of the asset, buthas transferred control of the asset.
The Company considers control to be transferred if andonly if, the transferee has the practical ability to sell theasset in its entirety to an unrelated third party and is ableto exercise that ability unilaterally and without imposingadditional restrictions on the transfer.
When the Company has neither transferred norretained substantially all the risks and rewards and hasretained control of the asset, the asset continues to berecognised only to the extent of the Company's continuinginvolvement, in which case, the Company also recognisesan associated liability. The transferred asset and theassociated liability are measured on a basis that reflectsthe rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guaranteeover the transferred asset is measured at the lower of theoriginal carrying amount of the asset and the maximumamount of consideration the Company could be requiredto pay.
If continuing involvement takes the form of a written orpurchased option (or both) on the transferred asset, thecontinuing involvement is measured at the value theCompany would be required to pay upon repurchase.In the case of a written put option on an asset that ismeasured at fair value, the extent of the entity's continuinginvolvement is limited to the lower of the fair value of thetransferred asset and the option exercise price. The profitor loss on derecognition is recognized in the Statement ofprofit and loss.
The Company de-recognizes a financial asset, when theterms and conditions have been renegotiated to theextent that, substantially, it becomes a new loan, with thedifference recognised as a derecognition gain or loss, tothe extent that an impairment loss has not already beenrecorded. The newly recognised loans are classified asStage 1 for ECL measurement purposes, unless the newloan is deemed to be Purchase Oriented Credit Impaired("POCI")
If the modification does not result in cash flows thatare substantially different, the modification does notresult in derecognition. Based on the change in cashflows discounted at the original EIR, the Group records amodification gain or loss, to the extent that an impairmentloss has not already been recorded.
A financial liability is derecognised when the obligationunder the liability is discharged, cancelled or expires.Where an existing financial liability is replaced by anotherfrom the same lender on substantially different termsor the terms of an existing liability are substantiallymodified, such an exchange or modification is treated as aderecognition of the original liability and the recognition ofa new liability. The difference between the carrying valueof the original financial liability and the consideration paidis recognised in profit or loss.
The Company is recording the allowance for expectedcredit losses for all loans and other debt financial assetsnot held at FVTPL, together with loan commitments and
financial guarantee contracts, (in this section all referredto as 'financial instruments'). Equity instruments are notsubject to impairment under IND AS 109.
The ECL allowance is based on:
a) 12 months' expected credit loss (12mECL) wherethere is no significant increase in credit risk sinceorigination and
b) on the credit losses expected to arise over the life ofthe asset (the lifetime expected credit loss or LTECL)
The 12mECL is the portion of LTECL that represents the ECLthat results from default events on a financial instrumentthat are possible within the 12 months after the reportingdate.
Both LTECL and 12mECL are calculated on individual andcollective basis, depending on the nature of the underlyingportfolio of financial instruments. The Company hasestablished a policy to perform an assessment, at theend of each reporting period, of whether a financialinstrument's credit risk has increased significantly sinceinitial recognition.
Based on the above process, the Company groups its loansinto Stage 1, Stage 2, Stage 3, as described below:
Stage 1 : When loans are first recognised, the Companyrecognises an allowance based on 12mECL. Stage 1 loansalso include facilities where the credit risk has improvedand the loan has been reclassified from Stage 2 or Stage 3.
Stage 2: When a loan has shown a significant increasein credit risk since origination, the Company recordsan allowance for the LTECL. Stage 2 loans also includefacilities, where the credit risk has improved and the loanhas been reclassified from Stage 3.
Stage 3: Loans considered credit-impaired. The Companyrecords an allowance for the LTECL.
The Company calculates ECL based on a probability-weighted scenarios and historical data to measure theexpected cash shortfalls, discounted at an approximationto the EIR. A cash shortfall is the difference between thecash flows that are due to an entity in accordance withthe contract and the cash flows that the entity expects toreceive.
The mechanics of the ECL calculations are outlined belowand the key elements are, as follows:
• PD - The Probability of Default is an estimate of thelikelihood of default over a given time horizon. Adefault may only happen at a certain time over theassessed period, if the facility has not been previously
derecognised and is still in the portfolio.
• EAD - The Exposure at Default is an exposure at adefault date.
• LGD - The Loss Given Default is an estimate of theloss arising in the case where a default occurs ata given time. It is based on the difference betweenthe contractual cash flows due and those that thelender would expect to receive, including from therealisation of any collateral. It is usually expressed asa percentage of the EAD.
The maximum period for which the credit losses aredetermined is the expected life of a financial instrument.
Stage 1: The 12mECL is calculated as the portion of LTECLthat represent the ECL that result from default eventson a financial instrument that are possible within the 12months after the reporting date. The Company calculatesthe 12mECL allowance based on the expectation of adefault occurring in the 12 months following the reportingdate. These expected 12-month default probabilities areapplied to an EAD and multiplied by the expected LGD.
Stage 2: When a loan has shown a significant increasein credit risk since origination, the Company records anallowance for the LTECL. The mechanics are similar tothose explained above, but PDs and LGDs are estimatedover the lifetime of the instrument.
Stage 3: For loans considered credit-impaired , theCompany recognizes the lifetime expected credit lossesfor these loans. The method is similar to that for Stage 2assets, with the PD set at 100%.
Loan commitments: When estimating LTECL for undrawnloan commitments, the Company estimates the expectedportion of the loan commitment that will be drawn downover its expected life. The ECL is then based on the presentvalue of the expected shortfalls in cash flows if the loan isdrawn down. The expected cash shortfalls are discountedat an approximation to the expected EIR on the loan.
For loan commitments, the ECL is recognised withinProvisions.
While estimating the expected credit losses, the Companyreviews macro-economic developments occurring inthe economy and market it operates in. On a periodicbasis, the Company analyses if there is any relationshipbetween key economic trends like GDP, Property PriceIndex, Unemployment rates, Benchmark rates set by theReserve Bank of India, inflation etc. with the estimateof PD, LGD determined by the Company based on itsinternal data. While the internal estimates of PD, LGDrates by the Company may not be always reflective ofsuch relationships, temporary overlays are embedded inthe methodology to reflect such macro-economic trendsreasonably.
Financial assets are written off partially or in theirentirety when the recovery of amounts due is consideredunlikely. If the amount to be written off is greater than theaccumulated loss allowance, the difference is first treatedas an addition to the allowance that is then applied againstthe gross carrying amount. Any subsequent recoveries arecredited to Statement of Profit and Loss.
The Company measures financial instruments, such as,derivatives at fair value at each balance sheet date usingvaluation techniques.
Fair value is the price that would be received to sell anasset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date.The fair value measurement is based on the presumptionthat the transaction to sell the asset or transfer the liabilitytakes place either:
• In the principal market for the asset or liability, or
• In the absence of a principal market, in the mostadvantageous market for the asset or liability
The principal or the most advantageous market must beaccessible by the Company. The fair value of an asset ora liability is measured using the assumptions that marketparticipants would use when pricing the asset or liability,assuming that market participants act in their economicbest interest. A fair value measurement of a non-financialasset takes into account a market participant's ability togenerate economic benefits by using the asset in its highestand best use or by selling it to another market participantthat would use the asset in its highest and best use.
The Company uses valuation techniques that areappropriate in the circumstances and for which sufficientdata are available to measure fair value, maximising theuse of relevant observable inputs and minimising the useof unobservable inputs.
All assets and liabilities for which fair value is measuredor disclosed in the financial statements are categorisedwithin the fair value hierarchy, described as follows, basedon the lowest level input that is significant to the fair valuemeasurement as a whole:
• Level 1 — Quoted (unadjusted) market prices in activemarkets for identical assets or liabilities
• Level 2 — Valuation techniques for which thelowest level input that is significant to the fair valuemeasurement is directly or indirectly observable
• Level 3 — Valuation techniques for which thelowest level input that is significant to the fair valuemeasurement is unobservable
For assets and liabilities that are recognised in the financialstatements on a recurring basis, the Company determineswhether transfers have occurred between levels in thehierarchy by re-assessing categorisation (based on thelowest level input that is significant to the fair valuemeasurement as a whole) at the end of each reportingperiod.
The Company recognises a liability to make cashdistributions to equity holders when the distributionis authorised and the distribution is no longer at thediscretion of the Company. Final dividends on sharesare recorded as a liability on the date of approval by theshareholders and interim dividends are recorded as aliability on the date of declaration by the Company's Boardof Directors.
The Company makes use of derivative instruments tomanage exposures to interest rate and foreign currency.In order to manage particular risks, the Company applieshedge accounting for transactions that meet specifiedcriteria.
At the inception of a hedge relationship, the Companyformally designates and documents the hedge relationshipto which the Company wishes to apply hedge accountingand the risk management objective and strategy forundertaking the hedge. The documentation includes theCompany's risk management objective and strategy forundertaking hedge, the hedging/ economic relationship,the hedged item or transaction, the nature of the risk beinghedged, hedge ratio and how the entity will assess theeffectiveness of changes in the hedging instrument's fairvalue in offsetting the exposure to changes in the hedgeditem's fair value or cash flows attributable to the hedgedrisk. Such hedges are expected to be highly effective inachieving offsetting changes in fair value or cash flows andare assessed on an ongoing basis to determine that theyactually have been highly effective throughout the financialreporting periods for which they were designated.
Hedges that meet the strict criteria for hedge accounting
are accounted for, as described below:
Fair value hedges hedge the exposure to changes in the fairvalue of a recognised asset or liability or an unrecognisedfirm commitment, or an identified portion of such anasset, liability or firm commitment, that is attributable to aparticular risk and could affect profit or loss.
For designated and qualifying fair value hedges, thecumulative change in the fair value of a hedging derivativeis recognised in the statement of profit and loss in net gainon fair value changes. Meanwhile, the cumulative changein the fair value of the hedged item attributable to the riskhedged is recorded as part of the carrying value of thehedged item in the balance sheet and is also recognisedin the statement of profit and loss in net gain on fair valuechanges.
The Company classifies a fair value hedge relationshipwhen the hedged item (or group of items) is a distinctivelyidentifiable asset or liability hedged by one or a fewhedging instruments. The financial instruments hedged forinterest rate risk in a fair value hedge relationships fixedrate debt issued and other borrowed funds.
If the hedging instrument expires or is sold, terminatedor exercised, or where the hedge no longer meets thecriteria for hedge accounting, the hedge relationshipis discontinued prospectively. If the relationship doesnot meet hedge effectiveness criteria, the Companydiscontinues hedge accounting from the date on whichthe qualifying criteria are no longer met. For hedged itemsrecorded at amortised cost, the accumulated fair valuehedge adjustment to the carrying amount of the hedgeditem on termination of the hedge accounting relationshipis amortised over the remaining term of the originalhedge using the recalculated EIR method by recalculatingthe EIR at the date when the amortisation begins. If thehedged item is derecognised, the unamortised fair valueadjustment is recognised immediately in the statement ofprofit and loss.
A cash flow hedge is a hedge of the exposure to variabilityin cash flows that is attributable to a particular riskassociated with a recognised asset or liability (such as allor some future interest payments on variable rate debt)or a highly probable forecast transaction and could affectprofit or loss.
For designated and qualifying cash flow hedges, theeffective portion of the cumulative gain or loss on thehedging instrument is initially recognised directly in OCIwithin equity (cash flow hedge reserve). The ineffective
portion of the gain or loss on the hedging instrument isrecognised immediately in net gain/loss on fair valuechanges in the profit and loss statement.
When the hedged cash flow affects the statement of profitand loss, the effective portion of the gain or loss on thehedging instrument is recorded in the correspondingincome or expense line of the statement of profit and loss.When the forecast transaction subsequently results inthe recognition of a non-financial asset or a non-financialliability, the gains and losses previously recognised in OCIare reversed and included in the initial cost of the asset orliability.
When a hedging instrument expires, is sold, terminated,exercised, or when a hedge no longer meets the criteriafor hedge accounting, any cumulative gain or loss thathas been recognised in OCI at that time re-mains in OCIand is recognised when the hedged forecast transactionis ultimately recognised in the statement of profit andloss. When a forecast transaction is no longer expected tooccur, the cumulative gain or loss that was reported in OCIis immediately transferred to the statement of profit andloss.
The Company may separate forward element and thespot element of a forward contract and designate as thehedging instrument only the change in the value of thespot element of a forward contract. Similarly currencybasis spread may be separated and excluded from thedesignation of a financial instrument as the hedginginstrument.
When an entity separates the forward element and thespot element of a forward contract and designates asthe hedging instrument only the change in the value ofthe spot element of the forward contract, or when anentity separates the foreign currency basis spread from afinancial instrument and excludes it from the designationof that financial instrument as the hedging instrument,such amount is recognised in Other ComprehensiveIncome and accumulated as a separate component ofequity under Cost of hedging reserve. These amounts arereclassified to the statement of profit or loss account as areclassification adjustment in the same period or periodsduring which the hedged cash flows affect profit or loss.
In the course of its business activities, the Companyacquires and holds certain assets (residential / commercial)for sale. The Company is committed to sell these assets andsuch assets and the carrying amounts of such assets willbe recovered principally through the sale of these assets.In accordance with Ind AS 105 , assets held for sale aremeasured on the reporting date at the lower of carryingvalue or fair value less costs to sell. The Company doesnot charge depreciation on such assets. Fair value of suchassets is determined based on independent valuationsconducted by specialists.
The Ministry of Corporate Affairs ("MCA") notifies newstandards or amendment to the existing standards underCompanies (Indian Accounting Standards) Rules as issuedfrom time to time. For the year ended March 31, 2025,MCA has not notified any new standards or amendmentsto the existing standards applicable to the Company
The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed usingderivative instruments are interest rate risk and foreign currency risk.
The foreign currency and interest rate risk on borrowings have been actively hedged through a combination of forwardcontracts, principal only currency swaps and interest rate swaps.
The Company is exposed to interest rate risk arising from its foreign currency outstanding borrowings amounting to $424,800,000 (previous year $ 235,800,000). Interest on the borrowing is payable at a floating rate linked to USD SecuredOvernight Financing Rate ( USD SOFR). The Company economically hedged the interest rate risk arising from the debtwith a_receive floating pay fixed interest rate swap jswap) Nil (previous year $ Nil).
The Company uses Interest Rate Swaps (IRS) Contracts (Floating to Fixed) to hedge its risks associated with interestrate fluctuations relating interest rate risk arising from foreign currency loans / external commercial borrowings. TheCompany designates such IRS contracts in a cash flow hedging relationship by applying the hedge accounting principlesas per IND AS 109. These IRS contracts are stated at fair value at each reporting date. Changes in the fair value of theseIRS contracts that are designated and effective as hedges of future cash flows are recognised directly in "Cash FlowHedge Reserve" under Reserves and surplus and the ineffective portion is recognised immediately in the Statementof Profit and Loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, orexercised, or no longer qualifies for hedge accounting.
The Company also hedges foreign currency risk arising from its fixed rate foreign currency bond by entering into theForward Contracts and Principal Only Swaps. There is an economic relationship between the hedged item and thehedging instrument as the terms of the Forward contracts/ Principal Only Swaps match that of the foreign currencyborrowing (notional amount, interest payment dates, principal repayment date etc.). The Company has established ahedge ratio of 1:1 for the hedging relationships as the underlying risk of the Forward contracts / Cross currency swap areidentical to the hedged risk components.
The impact of the reclassification referred to in Note 8(6), for which an ECL allowance of Rs. 65.94 crore was created, has notbeen considered.
* Includes ECL on undrawn loan commitments for Rs. 4.34 Crore
# Excludes assets originated or purchased and derecognised during the year
(5) Includes redemption premium accrued on zero coupon bonds which will become due and payable upon maturity onlyand interest accrued on units of AIF.
(6) Reclassfied an amount of Rs. 263.76 Crore to Investments relating to Security Receipts which was previously classifiedunder Loans in the Financial Statements for March, 2024.
The Company's impairment assessment and measurement approach is set out in the notes below. It should be read inconjunction with the material accounting policy information.
The Company considers a loan as defaulted and classified it as Stage 3 (credit-impaired) for ECL calculations typicallywhen the borrowers become 90 days past due on contract payments.
Classification of loans into Stage 2 is done on a conservative basis and typically accounts where contractualrepayments are more than 30 days past due are classified in Stage 2. Accounts typically go over 30 days past dueowing to temporary mismatch in timing of borrower's or his/her business' underlying cashflows, and are usuallyquickly resolved. The Company may also classify a loan in Stage 2 if there is significant deterioration in the loanscollateral, deterioration in the financial condition of the borrower or an assessment that adverse market conditionsmay have a disproportionately detrimental effect on loan repayment. Thus as a part of the qualitative assessmentof whether an instrument is in default, the Company also considers a variety of instances that may indicate delay inor non-repayment of the loan. When such event occurs, the Company carefully considers whether the event shouldresult in treating the borrower as defaulted and therefore assessed as Stage 3 for ECL calculations or whether Stage2 is appropriate.
It is the Company's policy to consider a financial instrument as 'cured' and therefore re-classified out of Stage 3when none of the default criteria are present. The decision whether to classify an asset as Stage 2 or Stage 1 oncecured depends on the updated credit grade once the account is cured, and whether this indicates there has been asignificant reduction in credit risk.
SCL's has designed and operates its Internal Model which factors in both quantitative as well as qualitative informationabout the loans and the borrowers. Both Lifetime ECL and 12 months ECL are calculated either on individual basis ora collective basis, depending on the nature of the underlying loan portfolio. In addition to information specific to theborrower and the performance of the loan, the model may also utilise supplemental external information that could
affect the borrower's behaviour. The model is also calibrated to incorporate external inputs such as GDP growth rate,unemployment rate, interest rates, savings, consumption and factors specific to the sector/industry of the borrower.
The outstanding balance as at the reporting date is considered as EAD by the Company. Considering that PDdetermined above factors in amount at default, there is no separate requirement to estimate EAD.
The Company uses historical loss data for identified homogenous pools for the purpose of calculating LGD. Theestimated recovery cash flows are discounted such that the LGD calculation factors in the NPV of the recoveries.
The internal rating model evaluates the loans on an ongoing basis. The rating model also assesses if there has beena significant increase in credit risk since the previously assigned risk grade. One key factor that indicates significantincrease in credit risk is when contractual payments are more than 30 days past due.
The Company is in the business of extending secured loans mainly backed by mortgage of property (residential orcommercial).
In addition to the above mentioned collateral, the Company holds other types of collateral and credit enhancements,such as cross-collateralisation on other assets of the borrower, share pledge, guarantees of parent/holding companies,personal guarantees of promoters/proprietors, hypothecation of receivables via escrow account, hypothecation ofreceivables in other bank accounts etc.
In its normal course of business, the Company does not physically repossess properties or other assets, but recoveryefforts are made on delinquent loans through on-rolls collection executives, along with legal means to recover dueloan repayments. Once contractual loan repayments are more than 90 days past due, repossession of property may beinitiated under the provisions of the SARFAESI Act 2002. Re-possessed property is disposed of in the manner prescribedin the SARFAESI Act 2002 to recover outstanding debt.
The Company did not hold any financial instrument for which no loss allowance is recognised because of collateral atMarch 31, 2025. There was no change in the Company's collateral policy during the year.
9. As at the year end the Company has undrawn loan commitments of Rs. 906.50 Crore (Previous Year Rs. 1,023.67 Crore).
10. The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and therelated parties (as defined under the Companies Act, 2013), either severally or jointly with any other person that are (a)repayable on demand or (b) without specifying any terms or period of repayment.
** Includes an amount of Rs. 263.76 Crore relating to Investments in Security Receipts which was previously classified underLoans in the Financial Statements for March, 2024
(1) The Company's investments in the Equity Share capital of Sammaan Insurance Advisors Limited (formerly known asIndiabulls Insurance Advisors Limited) and Indiabulls Capital Services Limited, being its wholly owned subsidiaries, areconsidered as strategic and long term in nature and are held at a cost of Rs. 0.05 Crore and Rs. 5.00 Crore respectively.Based on the audited financial statements as at and for the year ended March 31, 2025 of these subsidiary companies,the value of investments held in these companies has been eroded as the operations in these subsidiary companies havenot yet commenced. During the financial year 2016-17 provision of Rs. 5.05 Crore for diminution in the carrying value wasmade for these companies in the books of accounts. The Company has since carried forward the provision for impairmentloss of Rs. 5.05 Crore in respect of diminution in the carrying value of such investments.
(2) As at March 31, 2025, the Company held investments in Alternate Investment Fund (AIF) amounting to Rs. 30.64 Crore(Previous Year: Rs 52.77 Crore). The Company has provided for Rs. 30.64 Crore (Previous year: Rs. 52.77 Crore) (being100% of the value of the investment) towards provision for impairment on carrying value of investments in AlternateInvestment Fund (AIF) pursuant to RBI circular RBI/2023-24/90 DOR.STR.REC.58/21.04.048/2023-24 dated 19th December2023. (Also Refer Note 32 (vi)).
(3) The Company along with its wholly owned subsidiary companies Indiabulls Asset Management Company Limited (IAMCL)and Indiabulls Trustee Company Limited, Trustee of IAMCL, (ITCL) had executed definitive transaction document withNextbillion Technology Private Limited (hereinafter referred to as "Nextbillion"), to divest its entire stake in the businessof managing mutual fund, being carried out by IAMCL & ITCL to Nextbillion. The Company has received all necessaryapprovals in relation to the transaction and the Company has received the entire consideration of Rs.175.62 Crore onMay 02, 2023 (the "Closing Date"). Consequent to the above, the Company does not have any control or shareholding inIAMCL and ITCL subsequent to the Closing Date.
(4) Investment in mutual funds of Rs. 106.17 Crore (previous year Rs. 95.11 Crore) provided as credit enhancement in respectof assignment/securtisation deal for loans.
As per records of the Company, including its register of shareholders/ members and other declarations received fromshareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships ofshares.
Grants During the Year:
1) The Nomination and Remuneration Committee of the Company has, at its meeting held on November 21, 2024,granted under the "Sammaan Capital Limited Employee Stock Benefit Scheme - 2024" (the "Scheme"), 5,00,00,000(Five Crore) Stock Options, representing an equal number of equity shares of face value of Rs. 2/- each in theCompany, at an exercise price of Rs. 151/- per share, being the closing market price of the fully paid up equity sharesof the Company on National Stock Exchange of India Limited, on the working day immediately preceding the date ofgrant of options, under the Scheme(s) i.e. November 19, 2024. The Stock Options so granted, shall vest within twoyears beginning from November 22, 2025 the first vesting date. The scheme is for the benefit of the employees ofthe Company and its wholly owned subsidiaries.
In respect of the "Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013 or IHFL ESOS - 2013" or IHFLESOP Plan 2013", The Nomination and Remuneration Committee of the Company has, at its meeting held on February 29,2024:
a) granted 1,053,406 Stock Options, out of the previously lapsed Stock Options, representing an equal number ofequity shares of face value of Rs. 2 each at an exercise price of Rs. 187.25 per share, being the latest availableclosing market price on the National Stock Exchange of India Limited, as on February 28, 2024. The Stock Options sogranted, shall vest on March 1, 2025 or thereafter, as may be decided by Nomination and Remuneration Committeeof the Company.
b) granted 2,00,00,000 Stock Options, representing an equal number of equity shares of face value of Rs. 2 each at anexercise price of Rs. 187.25 per share, being the latest available closing market price on the National Stock Exchangeof India Limited, as on February 28, 2024. The Stock Options so granted, shall vest within two years beginning fromMarch 1, 2025 the first vesting date. The Stock Options so granted, shall vest on March 1, 2025 or thereafter, as maybe decided by Nomination and Remuneration Committee of the Company.
The Company has established the "Pragati Employee Welfare Trust" ("Pragati - EWT" or "Trust") for the implementationand management of its employees benefit schemes viz. the "Indiabulls Housing Finance Limited - Employee Stock BenefitScheme - 2019 ("IHFL ESOS 2019") " and the "Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme -2021 ("IHFL ESOS 2021")" (collectively referred to as the "Schemes"). The Schemes are administered through the Trust,whereby shares held by the Trust are transferred to the employees, upon exercise of stock options as per the terms ofthe Schemes .
The IHFL-ESOS 2019 has been adopted and approved pursuant to: (a) a resolution of the Board of Directors of theCompany at its meeting held on November 6, 2019; and (b) a special resolution of the shareholders' of the Companypassed through postal ballot on December 23, 2019, result of which were declared on December 24, 2019.
This IHFL ESOS 2019 comprises:
a. INDIABULLS HOUSING FINANCE LIMITED Employees Stock Option Plan 2019 ("ESOP Plan 2019")
b. INDIABULLS HOUSING FINANCE LIMITED Employees Stock Purchase Plan 2019 ("ESP Plan 2019")
c. INDIABULLS HOUSING FINANCE LIMITED Stock Appreciation Rights Plan 2019 ("SARs Plan 2019")
The IHFL ESOS 2019 is for the benefit of the employees of the Company and its subsidiaries.
The IHFL-ESOS 2021 has been adopted and approved pursuant to: (a) a resolution of the Board of Directors of theCompany at its meeting held on June 29, 2021; and (b) a special resolution of the shareholders' of the Company on July29, 2021.
The IHFL ESOS 2021 comprises:
a. INDIABULLS HOUSING FINANCE LIMITED Employees Stock Option Plan 2021 ("ESOP Plan 2021")
b. INDIABULLS HOUSING FINANCE LIMITED Employees Stock Purchase Plan 2021 ("ESP Plan 2021")
c. INDIABULLS HOUSING FINANCE LIMITED Stock Appreciation Rights Plan 2021 ("SARs Plan 2021")
The IHFL ESOS 2021 is for the benefit of the employees of the Company and its subsidiaries.
Pursuant to Regulation 3(12) of the SEBI (Share Based Employee Benefits) Regulations, 2014, the shares in Trust havebeen appropriated towards the Schemes for grant of Share Appreciations Rights (SARs) to the employees of the Companyand its subsidiaries as permitted by SEBI. The Company will treat these SARs as equity and accounting has been doneaccordingly. The other disclosures in respect of the SARs are as under:-4,854,223 Equity Shares (Previous Year : 10,891,156) of Rs. 2 each are reserved for issuance towards Employees Stockoptions as granted.
The weighted average share price at the date of exercise of these options was Rs. 152.44 per share (Previous Year Rs.151.60 per share).
The Board of Directors of SFL at their meeting held on November 12, 2024 and the members of SFL at their Extra OrdinaryGeneral Meeting held on November 13, 2024, have approved the "Sammaan Finserve Limited Employee Stock BenefitScheme - 2024" (the "Scheme" or SFL-ESOS-2024), for the grant of 21,00,00,000 (Twenty One Crore) Stock Options,representing an equal number of equity shares of face value of Rs. 2/- each in SFL, for the benefit of its employees andNon-Independent directors of SFL and of the Company (Sammaan Capital Limited).
The Nomination and Remuneration Committee of SFL, has on January 7, 2025, granted under the "Sammaan FinserveLimited Employee Stock Benefit Scheme - 2024" (the "Scheme"), 10,00,00,000 (Ten Crore) Stock Options, representingan equal number of equity shares of face value of Rs. 2.00/- each in SFL, at an exercise price of Rs. 25.81/- per share,which is fair value as determined by a Merchant Banker. The Stock Options so granted, shall vest within one year i.e.January 8, 2026.
Issuance and Investment Committee at its meeting held on July 15, 2024, has approved the final call on partly paid-upequity shares of Rs. 100/- per share (including a premium of Rs. 98.67 per share) and fixing Monday, July 22, 2024 as theRecord Date for the purpose of ascertaining the holders of partly paid-up equity shares, to whom the call notice wouldbe sent for payment of call. During the current financial year, the paid-up Equity share capital of the Company standsincreased upon conversion of 243,213,302 (Twenty Four Crore Thirty Two Lacs Thirteen Thousand Three Hundred andTwo) Rights Equity Shares having a face value of Rs. 2/- each with Rs. 0.67 paid-up into fully paid-up equity shares havinga face value of Rs. 2/- each with Rs. 2/- paid-up ("Converted Rights Equity Shares").
(v) During the year ended March 31, 2025, upon exercise of Stock options by the eligible employees aggregate to 6,036,933(Sixty Lacs Thirty Six Thousand Nine Hundred and Thirty Three) and upon conversion of 243,213,302 (Twenty Four CroreThirty Two Lacs Thirteen Thousand Three Hundred and Two) Rights Equity Shares having a face value of Rs. 2/- each withRs. 0.67 paid-up into fully paid-up equity shares having a face value of Rs. 2/- each with Rs. 2/- paid-up ("Converted RightsEquity Shares"), the paid-up Equity share capital of the Company stands increased from Rs. 984,906,058/- divided into492,453,029 Equity shares of face value Rs. 2/- each to Rs. 1,483,406,528/- divided into 741,703,264 Equity shares of facevalue Rs. 2/- each.
(vi) During the year ended March 31, 2025, the Securities Issuance and Investment Committee of the Board of Directors ofthe Company, under the provisions of Chapter VI of Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2018, as amended, and Sections 42 and 62 of the Companies Act, 2013, as amended, includingthe rules made thereunder, has concluded Qualified Institutions Placement (QIP), by issuing 86,666,666 equity sharesat a price of Rs. 150/- per equity share aggregating Rs. 1,300.00 Crores, on January 27, 2025, consequent to which, thePaid up Share Capital increased by Rs. 17.33 Crores and Securities Premium increased by Rs. 1,282.67 Crores. Pursuant tothe allotment of Equity Shares under the QIP, the paid-up Equity Share capital of the Company stands increased from Rs.148.54 Crores divided into 741,703,264 fully paid-up equity shares having face value of Rs. 2 each and 3,013,213 partlypaid-up equity shares having a face value of Rs. 2 each (Rs. 0.67 paid-up) to Rs. 165.88 Crores divided into 828,369,930fully paid-up equity shares having face value of Rs. 2 each and 3,013,213 partly paid-up equity shares having a face valueof Rs. 2 each (Rs. 0.67 paid-up per equity share).
(5) Stock Compensation Adjustment is created as required by Ind AS 102 'Share Based Payments' on the Employee StockOption Scheme operated by the Company for employees of the Group.
(6) In terms of Section 36(1)(viii) of the Income Tax Act, 1961, a deduction is allowed for income from eligible business. TheCompany has transferred an amount of Rs. Nil (Previous Year Nil ) to reserve created in terms of Section 36(1)(viii) of theIncome Tax Act, 1961 . This also includes reserve amounting Rs. 89 Crore created under section 36(1)(viii) of the IncomeTax Act, 1961, by the Erstwhile Holding Company Indiabulls Financial Services Limited ('IFSL'), which has been transferredto the Company under the Scheme of Arrangement during the year ended March 31, 2013.
(7) Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at aspecified percentage. The purpose of these transfers was to ensure that if a dividend distribution in a given year is morethan 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the totaldistributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorilytransfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previouslytransferred to the general reserve can be utilised in accordance with the requirements of Companies Act, 2013.
(8) In terms of Section 29C of the National Housing Bank ("NHB") Act, 1987, the Company was required to transfer at least20% of its Profit after tax to a Reserve Fund before any dividend is declared. During the year ended March 31 ,2025, theCompany was not required to make any transfers to the reserve, upon conversion from an NBFC-HFC to NBFC-ICC (ReferNote 1 - Corporate Information). During the year ended March 31, 2024, the Company had transferred an amount of Rs.197.96 Crore to the Reserve in terms of Section 29C of the National Housing Bank ("NHB") Act, 1987 as at the year end.
(9) In respect of any special reserve created and maintained in terms of Section 36(1)(viii) of the Income Tax Act, 1961 bya specified entity In terms of Section 29C of the National Housing Bank ("NHB") Act, 1987, an amount not exceedingtwenty percent of the profits derived from eligible business computed under the head "Profits and gains of business orprofession" (before making any deduction under this clause) is carried to such reserve account.
(10) This Additional Reserve Fund in excess of the statutory minimum requirement as specified under Section 29C of theNational Housing Bank Act 1987 / the Master Direction - Non-Banking Financial Company - Housing Finance Company(Reserve Bank) Directions, 2021 (earlier Circular no. NHB(ND)/DRS/Pol-No. 03/2004-05 dated August 26, 2004) issuedby the Reseve Bank of India. This additional reserve had utilised by the Company during the year ended March 31, 2024[Refer : Note 32(vi)].
(11) During the year ended March 31, 2025, pursuant to its conversion from and NBFC-HFC to NBFC-ICC (Refer Note 1 -Corporate Information), in terms of Section 45-IC of the RBI Act, 1934, the Company is required to transfer at least 20%of its Net Profits (after tax) to a reserve before any dividend is declared. As at the year end, the Company has transferredan amount of Rs. 188.54 Crore to the reserve fund. This also includes reserve amounting Rs. 505.48 Crore created undersection 45-IC of the Reserve Bank of India Act 1934 by the Erstwhile Holding Company Indiabulls Financial ServicesLimited, which has been transferred to the Company under the Scheme of Arrangement during the year ended March31, 2013.
(12) The final dividend of Rs. 2.00 per equity share (100% on face value of Rs. 2 each) for the financial year ended March 31,2024 was approved at the AGM of the Shareholders of the Company held on September 27, 2024 and the Company hadtransferred Rs. 147.31 Crore on October 1, 2024 into the designated Dividend Account.
In previous year the final dividend of Rs. 1.25 per equity share (62.5% on face value of Rs. 2 each) for the financial yearended March 31, 2023 was approved at the AGM of the Shareholders of the Company held on September 25, 2023 andthe Company had transferred Rs. 59.94 Crore on September 27, 2023 into the designated Dividend Account.
(13) Other comprehensive income/(loss) includes fair value gain/(loss) on equity instruments and Derivative instruments inCash flow hedge relationship.
(14) Retained earnings represents the surplus in Statement of Profit and Loss and appropriations.
(15) Debenture premium account is used to record the premium on issue of debenture.
derivative contracts reduce the risk or cost to the Company and the Company does not use those for trading or speculationpurposes.
The Company uses hedging instruments that are governed by the policies of the Company which are approved by the Boardof Directors, which provide written principles on the use of such financial derivatives consistent with the risk managementstrategy of the Company. The Board constituted Risk Management Committee (RMC) of the Company manages risk on theCompany's derivative portfolio. The officials authorized by the board to enter into derivative transactions for the Companyare kept separate from the authorized signatories to confirm the derivative transactions. All derivative transactions that areentered into by the Company are reported to the board, and the mark-to-market on its portfolio is monitored regularly bythe senior management. The Company uses Bloomberg to monitor and value its derivative portfolio to ascertain its hedgeeffectiveness vis-a-vis the underlying.
To hedge its risks on the principal and/ or interest amount for foreign currency borrowings on its balance sheet, the Companyhas currently used cross currency derivatives, forwards and principal only swaps. Additionally, the Company has entered intoInterest Rate Swaps (IRS) to hedge its basis risk on fixed rate borrowings and SOFR risk on its foreign currency borrowings.
Derivative financial instruments are initially measured at fair value on the contract date and are subsequently re-measured tofair value at each reporting date. Derivatives are classified as assets when the fair value is positive (positive marked to marketvalue) or as liabilities when the fair value is negative (negative marked to market value). Derivative assets and liabilities arerecognized on the balance sheet at fair value. Fair value of derivatives is ascertained from the mark to market and accrualvalues received from the counterparty banks. These values are cross checked against the valuations done internally onBloomberg. Changes in the fair value of derivatives other than those designated as hedges are recognized in the Statement ofProfit and Loss.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, no longer qualifiesfor hedge accounting or the Company chooses to end the hedging relationship.
(a) A "Significant counterparty" is defined as a single counterparty or group of connected or affiliated counterpartiesaccounting in aggregate for more than 1% of the NBFC-NDSI's, NBFC-Ds total liabilities and 10% for other non¬deposit taking NBFCs
(b) Total Liabilities has been computed as Total Assets less Equity share capital less Reserve & Surplus and computedbasis extant regulatory ALM guidelines
* Represents contractual amount
(1) Does not include Foreign Currency Convertible Bond (FCCB), External Commercial Borrowings (ECB) and ForeignCurrency Bond (FCB) aggregating to Rs. 3,635.69 Crore since, the holder-wise details are not available with theCompany.
(2) Does not include Loan from wholly owned subsidiary - Sammaan Finserve Limited (SFL) amounting to Rs. 1,115Crore.
(3) Total Borrowings consists of Debt Securities, Borrowings (Other than Debt Securities) and Subordinated liabilitiesbut excludes Securitisation and Lease Liability.
RBI vide vide Circular No. RBI/201920/88 DOR.NBFC (PD) CC.No.102/03.10.001/2019-20 dated November 4, 2019introduced Liquidity Coverage Ratio (LCR) guidelines for NBFCs.
The objective of the LCR is to promote an environment wherein Balance Sheet carries a strong liquidity for short termcash flow requirements. To ensure this NBFCs are required to maintain adequate pool of unencumbered high-qualityliquid assets (HQLA) which can be easily converted into cash to meet their stressed liquidity needs for next 30 calendardays. The LCR is expected to improve the ability of financial sector to absorb the shocks arising from financial and/oreconomic stress, thus reducing the risk of spill over from financial sector to real economy.
The Liquidity Risk Management of the Company is managed by the Asset Liability Committee (ALCO) under the governanceof Board approved Liquidity Risk Framework and Asset Liability Management policy. The LCR levels for the Balance Sheetdate is derived by arriving the stressed expected cash inflow and outflow for the next 30 days. To compute stressed cashoutflow, all expected and contracted cash outflows are considered by applying a stress factor of 15%. Similarly, inflowsfor the Company are arrived at by considering all expected and contracted inflows by applying a haircut of 25%.
For the purpose of computing outflows, company considers: (1) all the contractual debt repayments, (2) committedcredit facilities contracted with the customers, and (3) other expected or contracted cash outflows. Inflows comprises:(1) expected receipt from all performing loans, and (2) liquid investment [including Fixed Deposit, Mutual Funds etc]which are unencumbered and have not been considered as part of HQLA.
For the purpose of HQLA the Company considers: (1) Unencumbered Government securities, (2) Cash and Bank balances.
The LCR is computed by dividing the stock of HQLA by its total net cash outflows for next 30 days.
LCR guidelines were made effective from 1 December 2020, requiring NBFCs to maintain minimum LCR of 50%, whichwas required to be increased to 100%, gradually by December 1, 2024. As on March 31 ,2025, NBFCs are required tomaintain LCR of 100%.
Note: In computing the above information certain estimates, assumptions and adjustments have been made by theManagement for its regulatory submission.
(c) Committees of the Board and their composition
(i) Name of the committee of the Board : Audit CommitteeSummarized terms of reference¬- To oversee the financial reporting process and disclosure of financial information;
- To review with management, quarterly, half yearly and annual financial statements and ensure their accuracyand correctness before submission to the Board;
- To review with management and internal auditors, the adequacy of internal control systems, approving theinternal audit plans/ reports and reviewing the efficacy of their function, discussion and review of periodic auditreports including findings of internal investigations;
- To recommend the appointment of the internal and statutory auditors and their remuneration;
- To review and approve required provisions to be maintained as per IRAC norms and write off decisions;
- To hold discussions with the Statutory and Internal Auditors;
- Review and monitoring of the auditor's independence and performance, and effectiveness of audit process;
- Examination of the auditors' report on financial statements of the Company (in addition to the financialstatements) before submission to the Board;
- Approval or any subsequent modification of transactions of the Company with related parties;
- Scrutiny of inter-corporate loans and investments;
- Review of Credit Concurrent Audit Report/ Concurrent Audit Report of Treasury;
- Valuation of undertakings or assets of the Company, wherever it is necessary;
- Monitoring the end use of funds raised through public offers and related matters as and when such funds areraised and also reviewing with the management the utilization of the funds so raised, for purposes other thanthose stated in the relevant offer document, if any and making appropriate recommendations to the Board inthis regard;
- Evaluation of the risk management systems (in addition to the internal control systems);
- Review and monitoring of the performance of the statutory auditors and effectiveness of the audit process;
- To hold post audit discussions with the auditors to ascertain any area of concern;
- To review the functioning of the whistle blower mechanism;
- Approval to the appointment of the CFO after assessing the qualifications, experience and background etc. ofthe candidate;
- Approval of Bad Debt Write Off in terms of the Policy;
- Review of information system audit of the internal systems and processes to assess the operational risksfaced by the Company and also ensures that the information system audit of internal systems and processes isconducted periodically; and
- Reviewing the utilization of loans and/or advances and/or investment by the Company to its subsidiarycompanies, exceeding rupees 100 Crores or 10% of the assets side of the respective subsidiary companies,whichever is lower, including existing loans / advances / investment existing as on April 1, 2019.
%Total Six Audit Committee Meetings held during the financial year 2024-25*Ceased to be Director (completed his second term) w.e.f. March 7, 2025** Appointed as a member w.e.f. March 7, 2025(ii) Name of the committee of the Board : Nomination & Remuneration CommitteeSummarized terms of reference¬- Formulation of the criteria for determining qualifications, positive attributes and independence of a directorand recommend to the board of directors a policy relating to, the remuneration of the directors, key managerialpersonnel and other employees;
- Formulation of criteria for evaluation of performance of independent directors and the board of directors;
- Devising a policy on diversity of board of directors;
- Identifying persons who are qualified to become directors and who may be appointed in senior managementin accordance with the criteria laid down, and recommend to the board of directors their appointment andremoval;
- Whether to extend or continue the term of appointment of the independent director, on the basis of thereport of performance evaluation of independent directors;
- To ensure 'fit and proper' status of proposed/ existing directors;
- To recommend to the Board all remuneration, in whatever form, payable to Directors, KMPs and seniormanagement;
- Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicablelaws in India or overseas, including:
> The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; or
>The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relatingto the Securities Market) Regulations, 1995; and
- Perform such functions as are required to be performed by the Nomination & Remuneration Committee underthe Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
%Total Eight Nomination and Remuneration Committee Meetings held during the financial year 2024-25*Ceased to be Director (completed his second term) w.e.f. March 7, 2025** Appointed as a member w.e.f. March 7, 2025(iii) Name of the committee of the Board : Stakeholders Relationship CommitteeSummarized terms of reference¬- To approve requests for share transfers and transmissions;
- To approve the requests pertaining to remat of shares/sub-division/consolidation/issue of renewed andduplicate share certificates etc.;
- To oversee all matters encompassing the shareholders' / investors' related issues;
- Resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicatecertificates, general meetings etc.
- Review of measures taken for effective exercise of voting rights by shareholders.
- Review of adherence to the service standards adopted by the Company in respect of various services beingrendered by the Registrar & Share Transfer Agent.
%Total Four Stakeholders Relationship CommitteeMeetings held during the financial year 2024-25*Ceased to be Director (completed his second term) w.e.f. March 7, 2025** Appointed as a member w.e.f. March 7, 2025(iv) Name of the committee of the Board : Risk Management CommitteeSummarized terms of reference¬- Approve the Credit/Operation Policy and its review/modification from time to time;
- Review of applicable regulatory requirements;
- Approve all the functional policies of the Company;
- Place appropriate mechanism in the system to cater Fraud while dealing with customers/approval of loans etc;
- Review of profile of the high loan Customers and periodical review of the same;
- Review of Branch Audit Report;
- Review Compliances of lapses;
- Review of implementation of FPCs, KYC and PMLA guidelines;
- Define loan sanctioning authorities, including process of vetting by credit committee, for various types/valuesof loans as specified in Credit Policy approved by the BoDs;
- Review the SARFAESI cases;
- Recommend Bad Debt Write Off in terms of the Policy, for approval to Audit Committee;
- Ensure appropriate mechanisms to detect customer fraud and cyber security during the loan approval processetc.; and
- Any other matter involving Risk to the asset/business of the Company.
risk Management.
(42) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in theprincipal (or most advantageous) market at the measurement date under current market conditions , regardless of whetherthat price is directly observable or estimated using a valuation technique.
In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuationtechniques.
The Company's process to determine fair values is part of its periodic financial close process. The Audit Committee exercisesthe overall supervision over the methodology and models to determine the fair value as part of its overall monitoring offinancial close process and controls. The responsibility of ongoing measurement resides with business units . Once submitted,fair value estimates are also reviewed and challenged by the Risk and Finance functions.
The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy:
1. Open ended mutual funds are valued at published NAV declared by respective fund house and are classified under Level1.
2. Investments in SRs are valued periodically by reckoning the NAV declared by the ARC based on the recovery ratingsreceived for such instruments. Thus are classified under Level 2.
Fair value of these instruments is derived based on the discounted cash flows and market comparison technique as at reportingdate and are classified as Level 3.
The fair value of Interest rate swaps is calculated as the present value of estimated cash flows based on observable yieldcurves. The fair value of Forward foreign exchange contracts and currency swaps is determined using observable foreignexchange rates and yield curves at the balance sheet date.
Below are the methodologies and assumptions used to determine fair values for the above financial instruments which are notrecorded and measured at fair value in the Company's financial statements. These fair values were calculated for disclosurepurposes only. The below methodologies and assumptions relate only to the instruments in the above tables.
These includes Subordinated debt, secured debentures, unsecured debentures. The fair values of such liabilities are estimatedusing a discounted cash flow model based on contractual cash flows using actual or estimated yields and discounting by yieldsincorporating the credit risk. These instrument are classified in Level 2.
The carrying value of assets and liabilities other than investments at amortised cost, debt securities and subordinated liabilitiesrepresents a reasonable approximation of fair value.
(43) Transfers of financial assets
Securitisations: The Company uses securitisations as a source of finance. Such transaction resulted in the transfer of contractualcash flows from portfolios of financial assets to holders of issued debt securities / pass through certificates (PTCs). Such dealsresulted in continued recognition of the securitised assets since the Company retains substantial risks and rewards.
The table below outlines the carrying amounts and fair values of all financial assets transferred that are not derecognised intheir entirety and associated liabilities.
Since the Company has transferred the above financial assets in a transfer that qualified for derecognition in its entirety, thewhole of the interest spread ( over the expected life of the asset) is recognised on the date of derecognition as interest-onlystrip receivable ("Receivables on assignment of loan") and correspondingly recognised as gain on derecognition of financialassets.
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all otherequity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital managementis to maximise the shareholder value. The Company monitors capital using a capital adequacy ratio as prescribed by the RBIguidelines. Refer note 39(1)(i) for details.
Sammaan Capital Limited (formerly known as Indiabulls Housing Finance Ltd.) is a non-banking finance company in India andis regulated by the Reserve Bank of India (RBI). In view of the intrinsic nature of operations, the Company is exposed to avariety of risks, which can be broadly classified as credit risk, market risk, liquidity risk and operational risk. It is also subjectto various regulatory risks.
As a lending institution, Company is exposed to various risks that are related to lending business and operating environment.The Principal Objective in Company 's risk management processes is to measure and monitor the various risks that Companyis subject to and to follow policies and procedures to address such risks. Company's risk management framework is drivenby Board and its subcommittees including the Audit Committee, the Asset Liability Management Committee and the RiskManagement Committee. Company gives due importance to prudent lending practices and have implemented suitablemeasures for risk mitigation, which include verification of credit history from credit information bureaus, personal verificationof a customer's business and residence, technical and legal verifications, conservative loan to value, and required term coverfor insurance. The major types of risk Company face in businesses are liquidity risk, credit risk, interest rate risk and equityprice risk.
Liquidity risk is the potential for loss to an entity arising from either its inability to meet its obligations or to fund increasesin assets as they fall due without incurring unacceptable cost or losses.
The Company manages liquidity risk by maintaining sufficient cash and cash equivalents (including marketablesecurities) to meet its obligations at all times. It also ensures having access to funding through an adequate amount ofcommitted credit lines. The Company's treasury department is responsible for liquidity and funding as well as settlementmanagement. In addition, processes and policies related to such risks are overseen by senior management and themanagement regularly monitors the position of cash and cash equivalents vis-a-vis projections. Assessment of maturityprofiles of financial assets and financial liabilities including debt financing plans and maintenance of Balance Sheetliquidity ratios are considered while reviewing the liquidity position.
Credit Risk arises from the potential that an obligor is either unwilling to perform on an obligation or its ability to performsuch obligation is impaired resulting in economic loss to the Company. IBHFL's Credit Risk Management framework iscategorized into following main components:
- Board and senior management oversight
- Organization structure
- Systems and procedures for identification, acceptance, measurement, monitoring and controlling risks.
It is the overall responsibility of the board appointed Risk Management Committee to approve the Company's credit riskstrategy and lending policies relating to credit risk and its management. The policies are based on the Company's overallbusiness strategy and the same is reviewed periodically.
The Board of Directors constituted Risk Management Committee keeps an active watch on emerging risks the Companyis exposed to. The Risk Management Committee("RMC") defines loan sanctioning authorities, including process ofvetting by credit committees for various types/values of loans. The RMC approves credit policies, reviews regulatoryrequirements, and also periodically reviews large ticket loans and overdue accounts from this pool.
The Risk Management Committee approves the 'Credit Authority Matrix' that defines the credit approval hierarchy andthe approving authority for each group of approving managers/ committees in the hierarchy.
To maintain credit discipline and to enunciate credit risk management and control process there is a separate RiskManagement department independent of loan origination function. The Risk Management department performs thefunction of Credit policy formulation, credit limit setting, monitoring of credit exceptions / exposures and review /monitoring of documentation.
Collateral security accepted by the Company could be in the form of:
(a) Equitable mortgage of property and / or,
(b) Pledge of shares / debentures, units, other securities, assignment of life insurance policies and / or,
(c) Hypothecation of assets and / or,
(d) Company guarantees and / or,
(e) Personal guarantees and / or,
(f) Negative lien and / or Undertaking to create a security.
Market Risk is the risk that the value of on and off-balance sheet positions of a financial institution will be adverselyaffected by movements in market rates or prices such as interest rates, foreign exchange rates, equity prices, creditspreads and/or commodity prices resulting in a loss to earnings and capital.
Financial institutions may be exposed to Market Risk in variety of ways. Market risk exposure may be explicit in portfoliosof securities / equities and instruments that are actively traded. Conversely it may be implicit such as interest rate riskdue to mismatch of loans and deposits. Besides, market risk may also arise from activities categorized as off-balancesheet item. Therefore market risk is potential for loss resulting from adverse movement in market risk factors such asinterest rates, forex rates, equity and commodity prices.
The Company's exposure to market risk is primarily on account of interest rate risk and Foreign exchange risk.
Interest rate risk arises when there is a mismatch between positions, which are subject to interest rate adjustmentwithin a specified period. The Company's lending, funding and investment activities give rise to interest rate risk. Theimmediate impact of variation in interest rate is on the Company's net interest income, while a long term impact ison the Company's net worth since the economic value of the assets, liabilities and off-balance sheet exposures areaffected. While assessing interest rate risks, signals given to the market by RBI and government departments fromtime to time and the financial industry's reaction to them shall be continuously monitored.
Due to the nature of its business, the Company is exposed to moderate to high Interest Rate Risk. This risk has amajor impact on the balance sheet as well as the Statement of profit and loss of the Company. Interest Rate Riskarises due to:
i) Changes in Regulatory or Market Conditions affecting the interest rates
ii) Short term volatility
iii) Prepayment risk translating into a reinvestment risk
iv) Real interest rate risk
In short run, change in interest rate affects Company's earnings (measured by NII or NIM) and in long run it affectsMarket Value of Equity (MVE) or net worth. It is essential for the Company to not only quantify the interest rate riskbut also to manage it proactively. The Company mitigates its interest rate risk by keeping a balanced portfolio offixed and variable rate loans and borrowings. Further Company carries out Earnings at risk analysis and maturity gapanalysis at quarterly intervals to quantify the risk.
*The impact of borrowings is after considering the impact on derivatives contracts entered to hedge the interest ratefluctuation on borrowings
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because ofchanges in foreign currency rates. The Company's exposure to the risk of changes in foreign exchange rates relatesprimary to the foreign currency borrowings taken from banks through the FCNR route and External CommercialBorrowings (ECB).
The Company follows a conservative policy of hedging its foreign currency exposure through Forwards and / orCurrency Swaps in such a manner that it has fixed determinate outflows in its function currency and as such therewould be no significant impact of movement in foreign currency rates on the Company's profit before tax (PBT) andequity.
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and system or fromexternal events. Operational risk is associated with human error, system failures and inadequate procedures andcontrols. It is the risk of loss arising from the potential that inadequate information system; technology failures, breachesin internal controls, fraud, unforeseen catastrophes, or other operational problems may result in unexpected losses orreputation problems. Operational risk exists in all products and business activities.
SCL recognizes that operational risk event types that have the potential to result in substantial losses includes Internalfraud, External fraud, employment practices and workplace safety, clients, products and business practices, businessdisruption and system failures, damage to physical assets, and finally execution, delivery and process management.
The Company cannot expect to eliminate all operational risks, but it endeavours to manage these risks through a controlframework and by monitoring and responding to potential risks. Controls include effective segregation of duties, access,authorisation and reconciliation procedures, staff education and assessment processes, such as the use of internal audit.
The Company had total cash outflows for leases of Rs. 47.71 crores during the year ended March 31, 2025 ( Rs. 61.77crores during the year ended March 31, 2024)
(47) The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013or section 560 of Companies Act, 1956 during the year ended March 31, 2025.
(48) The Company has been sanctioned / renewed working capital limits in excess of Rs. 5 crore in aggregate from banks during theyear on the basis of Security by way of hypothecation over the Company's loan receivables (present and future), other financialassets, and cash and cash equivalents (including bank balances and investments), excluding (i) receivables and investmentsspecifically charged to other parties, and (ii) balances representing High Quality Liquid Assets (HQLAs) as at March 31, 2025utilised for the purpose of computing the Liquidity Coverage Ratio, in accordance with the applicable RBI guidelines, whichshall remain unencumbered in accordance with The RBI LRM Framework. The quarterly returns / statements filed by theCompany with such banks or financial institutions are in agreement with the books of accounts of the Company.
(49) During Financial year 2024-25, there were no draw down from Reserves.
(50) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender during the year.
(51) The Company has not traded or invested in crypto currency or virtual currency during the financial year ended March 31,2025.
(52) The Company is in compliance with RBI Circular No. RBI/2021-2022/125 DOR.STR.REC.68/21.04.048/2021-22 dated November12 2021, related to classification of NPA and up-gradation of accounts classified as NPA.
(53) 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 (whether recorded in writing or otherwise) that the Intermediaries shall;
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theCompany (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(54) The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Company shall;
(55) During to the year ended March 31, 2025, the Company had raised U.S.$350,000,000 by allotment of Senior Secured SocialBonds due 2027 (the Bonds) in accordance with Regulation S / Rule 144A of the U.S. Securities Act, 1933 and applicable Indianlaws.
(56) The Company did not enter into any transactions which are not recorded in the books of accounts and has been surrenderedor disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. (Previous year Rs. Nil).
(57) There are no proceedings initiated or pending against the Company for holding any benami property under the BenamiTransactions (Prohibition) Act, 1988 (45 of 1988) during the year ended March 31, 2025 (Previous year Rs. Nil).
(58) The Company has complied with the applicable RBI Master Directions upon conversion into an NBFC-ICC with effect from June28, 2024.
Prior to the conversion, the Company was in compliance with the applicable NHB Directions, 2010 including PrudentialNorms and as amended from time to time. Disclosures as required in terms of RBI Master Directions have been prepared incompliance with Indian Accounting Standards (Ind AS).
(59) During the year ended March 31, 2025, the Company acquired the Legacy, Wholesale Loan Business from its wholly ownedsubsidiary, Sammaan Finserve Limited (formerly known as Indiabulls Commercial Credit Limited), through a Business TransferAgreement (BTA) executed between the Company and its subsidiary. The acquisition included a group of assets, primarilycomprising the wholesale loan book (net of Expected Credit Losses), related liabilities, and business contracts associated withthe wholesale division. The transaction was carried out for a purchase consideration of Rs. 530 crores. As part of the transfer,total assets amounting to Rs. 6,744.59 crores and total liabilities of Rs. 6,214.59 crores were taken over by the Company,based on an independent fair valuation report and duly approved by the Company's Board of Directors.
(60) The Company (SCL) and its six wholly owned Subsidiary companies, namely Sammaan Collection Agency Limited (formerlyknown as Indiabulls Collection Agency Limited), Sammaan Sales Limited (formerly known as Ibulls Sales Limited), SammaanInsurance Advisors Limited (formerly known as Indiabulls Insurance Advisors Limited), Sammaan Investmart Services Limited(formerly known as Nilgiri Investmart Services Limited), Indiabulls Capital Services Limited and Sammaan Advisory ServicesLimited (formerly known as Indiabulls Advisory Services Limited) (collectively, the Transferor Companies) have filed a firstmotion application dated September 16, 2024 (the Application) with National Companies Law Tribunal, New Delhi (theNCLT, Delhi), for merger of the Transferor Companies with the Company. The NCLT, Delhi has passed an order allowing theApplication. The NCLT, Delhi vide its order dated January 27, 2025, has dispensed with the requirements of convening EquityShareholders, Secured and Unsecured Creditors meetings of Subsidiaries (Transferor Companies). However, it has directedSCL to convene the meetings of its Equity Shareholders, Secured and Unsecured Creditors, through Video Conference, underthe chairmanship of NCLT appointed Chairman / Alternate Chairman. Accordingly, the Company has scheduled to convenethese meetings on June 10, 2025 and has sent the notices of such meetings through permitted mode.
(61) Net gain on derecognition of financial instruments under the amortised cost category includes a gain of Rs 465.31 crore fromthe assignment of loans (Refer Note no 43) which comprises an impact of Rs 353 crore arising from changes in estimatesrelated to assignment transactions, based on trends and market analysis assessed by the Company during the year endedMarch 31, 2025.
(62) Previous Year's figures have been regrouped / reclassified wherever necessary to correspond with the current year'sclassification / disclosures.
The accompanying notes 1-62 are an integral part of the standalone financial statements
In terms of our report attached of even date
For Nangia & Co LLP For M Verma & Associates For and on behalf of the Board of Directors of Sammaan Capital Limited
Chartered Accountants Chartered Accountants (Formerly Indiabulls Housing Finance Limited)
Firm Registration No. 002391C/N500069 Firm Registration No. 501433C
Jaspreet Singh Bedi Mohender Gandhi Gagan Banga Sachin Chaudhary
Partner Partner Vice Chairman / Managing Director & CEO Whole Time Director & COO
Membership No. 601788 Membership No. 088396 DIN : 00010894 DIN : 02016992
New Delhi New Delhi Mumbai Gurugram
Mukesh Garg Amit Jain
Chief Financial Officer Company Secretary
New Delhi Membership No. F5433
Mumbai
May 16, 2025 May 16, 2025 May 16, 2025