Provisions are recognised when the Company has apresent obligation (legal or constructive) as a resultof a past event, it is probable that the Companywill be required to settle the obligation, and areliable estimate can be made of the amount of theobligation. The amount recognised as a provisionis the best estimate of the consideration requiredto settle the present obligation at the end of thereporting period, taking into account the risks anduncertainties surrounding the obligation.
A contingent liability is:
(a) a possible obligation that arises from pastevents and whose existence will be confirmedonly by the occurrence or non-occurrence ofone or more uncertain future events not whollywithin the control of the entity; or
(b) a present obligation that arises from past eventsbut is not recognised because:
(i) it is not probable that an outflow ofresources embodying economic benefitswill be required to settle the obligation; or
(ii) the amount of the obligation cannot bemeasured with sufficient reliability.
Given the subjectivity and uncertainty of determiningthe probability and amount of losses, the Companytakes into account a number of factors includinglegal advice, the stage of the matter and historicalevidence from similar incidents.
Provisions are reviewed at each balance sheet dateand adjusted to reflect the current best estimate. Ifit is no longer probable that the outflow of resourceswould be required to settle the obligation, theprovision is reversed.
Contingent assets are not recognised in thestandalone financial statements. However, contingentassets are assessed continually and if it is virtuallycertain that an economic benefit will arise, the assetand related income are recognised in the period inwhich the change occurs.
Business combinations are accounted for usingthe acquisition method. The cost of an acquisitionis measured as the aggregate of the considerationtransferred measured at acquisition date fair valueand the amount of any non-controlling interestsin the acquiree. For each business combination,the Company elects whether to measure the non¬controlling interests in the acquiree at fair value or atthe proportionate share of the acquiree's identifiablenet assets. Acquisition-related costs are expensedas incurred.
The Company determines that it has acquired abusiness when the acquired set of activities andassets include an input and a substantive processthat together significantly contribute to the ability tocreate outputs. The acquired process is consideredsubstantive if it is critical to the ability to continueproducing outputs, and the inputs acquired includean organised workforce with the necessary skills,knowledge, or experience to perform that process orit significantly contributes to the ability to continueproducing outputs and is considered unique orscarce or cannot be replaced without significantcost, effort, or delay in the ability to continueproducing outputs.
At the acquisition date, the identifiable assets
acquired, and the liabilities assumed are recognisedat their acquisition date fair values. For this purpose,the liabilities assumed include contingent liabilitiesrepresenting present obligation and they aremeasured at their acquisition fair values irrespectiveof the fact that outflow of resources embodyingeconomic benefits is not probable.
Common control business combinations includestransactions, such as transfer of subsidiaries orbusinesses, between entities within a Company.Company has accounted for all such transactionsbased on pooling of interest method, which is asbelow:
• The assets and liabilities of the combiningentities are reflected at their carrying amountsin the books of transferrer entity.
• No adjustments are made to reflect fair valuesor recognise any new assets or liabilities.
• The financial information in the financialstatements in respect of prior periods arerestated as if the business combination hadoccurred from the beginning of the precedingperiod in the financial statements, irrespectiveof the actual date of the combination.
The identity of the reserves shall be preservedand shall appear in the financial statements of thetransferee in the same form in which they appearedin the financial statements of the transferor. Thedifference, if any, between the amounts recorded asshare capital issued plus any additional considerationin the form of cash or other assets and the amount ofshare capital of the transferor shall be transferred tocapital reserve.
When the Company acquires a business, it assessesthe financial assets and liabilities assumed forappropriate classification and designation inaccordance with the contractual terms, economiccircumstances and pertinent conditions as at theacquisition date. This includes the separation ofembedded derivatives in host contracts by the
acquiree.
I f the business combination is achieved in stages,any previously held equity interest is re-measuredat its acquisition date fair value and any resultinggain or loss is recognised in profit or loss or OCI, asappropriate.
Any contingent consideration to be transferred by theacquirer is recognised at fair value at the acquisitiondate. Contingent consideration classified as an assetor liability that is a financial instrument and withinthe scope of Ind AS 109 Financial Instruments, ismeasured at fair value with changes in fair valuerecognised in profit or loss in accordance with Ind AS109. If the contingent consideration is not within thescope of Ind AS 109, it is measured in accordancewith the appropriate Ind AS and shall be recognisedin profit or loss.
Contingent consideration that is classified as equityis not re-measured at subsequent reporting datesand subsequent its settlement is accounted forwithin equity.
Goodwill is initially measured at cost, being theexcess of the aggregate of the considerationtransferred and the amount recognised for non¬controlling interests, and any previous interestheld, over the net identifiable assets acquired andliabilities assumed. If the fair value of the net assetsacquired is in excess of the aggregate considerationtransferred, the Company re-assesses whether it hascorrectly identified all of the assets acquired and allof the liabilities assumed and reviews the proceduresused to measure the amounts to be recognised atthe acquisition date. If the reassessment still resultsin an excess of the fair value of net assets acquiredover the aggregate consideration transferred, thenthe gain is recognised in OCI and accumulated inequity as capital reserve. However, if there is no clearevidence of bargain purchase, the entity recognisesthe gain directly in equity as capital reserve, withoutrouting the same through OCI.
After initial recognition, goodwill is measured at costless any accumulated impairment losses. For thepurpose of impairment testing, goodwill acquiredin a business combination is, from the acquisitiondate, allocated to each of the Company's cash¬generating units that are expected to benefit fromthe combination, irrespective of whether otherassets or liabilities of the acquiree are assigned tothose units.
The preparation of the Company's standalonefinancial statements requires management to makejudgements, estimates and assumptions that affectthe reported amount of revenues, expenses, assetsand liabilities, and the accompanying disclosures,as well as the disclosure of contingent liabilities.Uncertainty about these assumptions and estimatescould result in outcomes that require a materialadjustment to the carrying amount of assets orliabilities affected in future periods.
In the process of applying the Company's accountingpolicies, management has made the followingjudgements, which have a significant risk of causinga material adjustment to the carrying amounts ofassets and liabilities within the next financial year.
(a) Actuarial assumptions used in calculation ofdefined benefit plans.
(b) Assumptions used in estimating the useful livesof tangible assets reported under property,plant and equipment.
On an ongoing basis, the Company reviews pendingcases, claims by third parties and other contingencies.For contingent losses that are considered probable,an estimated loss is recorded as an accrual instandalone financial statements. Loss Contingenciesthat are considered possible are not provided for butdisclosed as Contingent liabilities in the standalonefinancial statements. Contingencies the likelihood ofwhich is remote are not disclosed in the standalonefinancial statements. Gain contingencies are notrecognized until the contingency has been resolvedand amounts are received or receivable.
The Company measures Building classified asproperty, plant and equipment at revalued amountswith changes in fair value being recognised in OCI.The Company engaged an independent registeredvaluation specialist to assess fair value at 31 March2024 for revalued building. Building is valuedby reference to market-based evidence, using
comparable prices adjusted for specific marketfactors such as nature, location and condition of theproperty.
Investments in subsidiaries are evaluated forimpairment whenever events or changes incircumstances indicate that the carrying amountmay not be recoverable. Management exercisesjudgment in assessing impairment indicators suchas significant adverse changes in market conditions,financial performance of investee companies, ortechnological advancements that affect the valueof investments and determining the recoverableamount, which is based on estimated future cashflows or, if applicable, market value. Impairment isassessed by comparing the carrying amount ofthe investment with its recoverable amount. Anyimpairment loss recognized reflects the excess ofthe carrying amount over the recoverable amount.
Estimating fair value for share based paymentrequires determination of the most appropriatevaluation model. The estimate also requiresdetermination of the most appropriate inputs tothe valuation model including the expected life ofthe option, volatility and dividend yield and makingassumptions about them. The assumptions andmodels used for estimating fair value for share basedpayments transactions are discussed in Note 2.42"Share based payments".
The cost of the defined benefit plans and thepresent value of the defined benefit obligation arebased on actuarial valuation using the projectedunit credit method. An actuarial valuation involvesmaking various assumptions that may differ fromactual developments in the future. These includethe determination of the discount rate, future salaryincreases and mortality rates. Due to the complexitiesinvolved in the valuation and its long-term nature,a defined benefit obligation is highly sensitive tochanges in these assumptions. All assumptions arereviewed at each reporting date.
Significant judgments are involved in determiningthe provision for income taxes including judgmenton whether tax positions are probable of beingsustained in tax assessments. A tax assessment caninvolve complex issues, which can only be resolvedover extended time periods.
Estimates and judgments are continually evaluated.They are based on historical experience and otherfactors, including expectation of future eventsthat may have a financial impact on the Companyand that are believed to be reasonable under thecircumstances.
Classification and measurement of financial assetsdepends on the results of the SPPI and the businessmodel test. The Company determines the businessmodel at a level that reflects how groups of financialassets are managed together to achieve a particularbusiness objective. This assessment includesjudgement reflecting all relevant evidence includinghow the performance of the assets is evaluated andtheir performance measured, the risks that affectthe performance of the assets and how these aremanaged and how the managers of these assets arecompensated.
The Company monitors financial assets measuredat amortised cost that are derecognised prior totheir maturity to understand the quantum, thereason for their disposal and whether the reasonsare consistent with the objective of the businessfor which the asset was held. Monitoring is part ofthe Company's continuous assessment of whetherthe business model for which the remaining financialassets are held continues to be appropriate and if itis not appropriate, whether there has been a changein business model and so a prospective change tothe classification of those assets.
Ind AS 116 defines a lease term as the non-cancellableperiod for which the lessee has the right-to-use anunderlying asset including optional periods, when anentity is reasonably certain to exercise an option toextend (or not to terminate) a lease. The Companyconsider all relevant facts and circumstances thatcreate an economic incentive for the lessee to
exercise the option when determining the lease term.The option to extend the lease term are includedin the lease term, if it is reasonably certain thatthe lessee will exercise the option. The Companyreassess the option when significant events orchanges in circumstances occur that are within thecontrol of the lessee.
The following are the key assumptions concerningthe future, and other key sources of estimationuncertainty at the end of the reporting period thatmay have a significant risk of causing a materialadjustment to the carrying amounts of assets andliabilities within the next financial year, as describedbelow. The Company based its assumptions andestimates on parameters available when thestandalone financial statements were prepared.Existing circumstances and assumptions aboutfuture developments, however, may change due tomarket changes or circumstances arising that arebeyond the control of the Company. Such changesare reflected in the assumptions when they occur.
The Company's EIR methodology, as explained inNote 1.6, recognises interest income / expense usinga rate of return that represents the best estimate of aconstant rate of return over the expected behaviorallife of financial instruments and recognises the effectof characteristics of the product life cycle
This estimation, by nature, requires an elementof judgement regarding the expected behavioraland life-cycle of the instruments, as well expectedchanges fee income/expense that are integral partsof the instrument.
The Company cannot readily determine the interestrate implicit in the lease, therefore, it uses itsincremental borrowing rate ('IBR') to measure leaseliabilities. Incremental borrowing rate is the rate ofinterest that the Company would have to pay toborrow over a similar term, and with a similar security,the funds necessary to obtain an asset of a similarvalue to the right-of-use asset in a similar economicenvironment.
The fair value of financial instruments is the price thatwould be received to sell an asset or paid to transfera liability in an orderly transaction in the principal(or most advantageous) market at the measurementdate under current market conditions (i.e., an exitprice) regardless of whether that price is directlyobservable or estimated using another valuationtechnique. When the fair values of financial assetsand financial liabilities recorded in the balance sheetcannot be derived from active markets, they aredetermined using a variety of valuation techniquesthat include the use of valuation models. The inputsto these models are taken from observable marketswhere possible, but where this is not feasible,estimation is required in establishing fair values.Judgements and estimates include considerationsof liquidity and model inputs related to items suchas credit risk (both own and counterparty), fundingvalue adjustments, correlation and volatility.
The Company applied for the first-time certainstandards and amendments, which are effective forannual periods beginning on or after April 01, 2024.The Company has not early adopted any standard,interpretation or amendment that has been issuedbut is not yet effective.
The Ministry of Corporate Affairs (MCA)notified the Ind AS 117, Insurance Contracts,vide notification dated 12 August 2024, underthe Companies (Indian Accounting Standards)Amendment Rules, 2024, which is effective fromannual reporting periods beginning on or afterApril 01, 2024.
Ind AS 117 Insurance Contracts is acomprehensive new accounting standard forinsurance contracts covering recognition andmeasurement, presentation and disclosure. IndAS 117 replaces Ind AS 104 Insurance Contracts.Ind AS 117 applies to all types of insurancecontracts, regardless of the type of entitiesthat issue them as well as to certain guaranteesand financial instruments with discretionary
participation features; a few scope exceptionswill apply. Ind AS 117 is based on a general model,supplemented by:
• A specific adaptation for contracts withdirect participation features (the variablefee approach)
• A simplified approach (the premiumallocation approach) mainly for short-duration contracts
The application of Ind AS 117 does not havematerial impact on the Company's standalonefinancial statements as the Company has notentered any contracts in the nature of insurancecontracts covered under Ind AS 117.
The MCA notified the Companies (IndianAccounting Standards) Second AmendmentRules, 2024, which amend Ind AS 116, Leases,with respect to Lease Liability in a Sale andLeaseback.
The amendment specifies the requirementsthat a seller-lessee uses in measuring thelease liability arising in a sale and leasebacktransaction, to ensure the seller-lessee doesnot recognise any amount of the gain or lossthat relates to the right of use it retains.
The amendment is effective for annual reportingperiods beginning on or after 1 April 2024 andmust be applied retrospectively to sale andleaseback transactions entered into after thedate of initial application of Ind AS 116.
The amendments do not have a materialimpact on the Company's standalone financialstatements.
There are no standards that are notified and not yeteffective as on the date.
1. The Company has created pledge on the shares of Nuvama Wealth Finance Limited ("NWFL"):-
A) 19,03,114 (Previous year: 19,03,114) equity shares have been pledged towards intraday facility taken by NuvamaClearing Services Limited, a wholly owned subsidiary of the Company in favour of ICICI bank.
B) 35,38,000 (Previous year: 46,38,000) equity shares have been pledged towards non-convertible debenturesissued by Nuvama Wealth and Investment Limited, a wholly owned subsidiary of the Company in favour ofCatalyst Trusteeship Limited.
C) 19,97,000 (Previous year: 25,47,000) equity shares have been pledged towards non-convertible debenturesissued by Nuvama Wealth and Investment Limited, a wholly owned subsiadiary of the Comapny in favour ofBeacon Trusteeship Limited.
D) 7,00,000 (Previous Year: Nil) equity shares have been pledged towards non-convertible debentures issued byNuvama Clearing Services Limited, a wholly owned subsidiary of the Company in favor of Catalyst TrusteeshipLimited.
2. During the year ended March 31, 2024, the Company has taken a provision of Rs. 68.21 million for impairmentin value of investment in Nuvama Capital Services (IFSC) Limited.
3. During the year ended March 31, 2025, the Company has invested Rs. 250 million in Nuvama Multi-AssetStrategy Return Fund and same has been kept unencumbered with EOW towards an ongoing litigation of asubsidiary. (refer point 3 in note 2.8)
1. During the financial year ended March 31, 2025, a building was transferred from Property, plant and equipmentto investment property because it was no longer used by the Company for its own purpose and wasconsequently leased to a third party.
2. The fair value of investment property is determined by taking into consideration various factors such aslocation, facilities & amenities, quality of construction, residual life of building, supply & demand, local nearbyenquiry, market feedback of investigation and ready reckoner rate published by local authorities. The valuationis performed by external independent valuer, having appropriate recognised professional qualification andexperience in the location and category of property being valued. The fair values are based on market values,being the estimated amount for which a property could be exchanged at an arm's length transaction.
3. Nuvama Clearing Services Limited ('NCSL'), a wholly owned subsidiary of the Company, had challenged anorder by an investigating agency marking lien on its Clearing Bank account before the 47th Additional ChiefMetropolitan Magistrate Court, Mumbai. The Hon'ble Court had set aside the lien order. This was with a conditionthat the Company undertakes to keep assets worth Rs. 4,606.90 million unencumbered (including the aboveinvestment property at Edelweiss House, 12th floor valued at Rs. 429.00 million and an investment in alternativeinvestment fund of Rs. 250 million belonging to the Company). The original Misc. Application filed by NCSLbefore 47th Additional Chief Metropolitan Magistrate's Court at Esplanade, Mumbai was transferred to the CityCivil & Sessions Court under M.P.I.D. Act. The MPID Court vide its order dated November 28, 2024, rejected anddisposed off the Misc. Application, against which NCSL has filed an appeal before the Hon'ble High Court ofBombay and the Court passed order extending the status quo i.e. no lien on NCSL's clearing account in lieu ofthe undertaking before the Magistrate Court to keep assets worth at least Rs. 4,606.90 million unencumbered.The Court had directed the Economic Offence Wing ("EOW") to ascertain the valuation of the said assets andthat they still remain unencumbered. The Court on March 19, 2025 ordered that the interim relief granted becontinued till further hearing. The matter is under hearing stage. NCSL has assessed such liability to be remoteand accordingly, there is no adjustment required in the standalone financial statement of the Company for theyear ended March 31, 2025.
a) Share Application Money Pending Allotment
Share application money pending allotment represents the amount received on exercise of ESOP applicationon which allotment is not yet made.
b) Capital Reserve
Capital reserve represents the gains of capital nature which is not freely available for distribution.
c) Capital Redemption Reserve
The Company has recognised capital redemption reserve on redemption of redeemable preference shares.
d) Securities Premium Reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised onlyfor limited purposes in accordance with the provisions of the Companies Act, 2013.
e) General Reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of netincome at a specified percentage in accordance with applicable regulations. This reserve can be utilised onlyin accordance with the specific requirements of Companies Act, 2013.
f) Revaluation Reserve
The revaluation reserve relates to the revaluation of class of asset (i.e. building)
g) Deemed Capital Contribution - ESOP
Deemed capital contribution relates to share options granted to eligible employees of the Company by theerstwhile parent company, under its employee share option plan.
h) Share based payment reserve
The share based payment reserve represents reserve in respect of equity settled share options/ stockappreciation rights granted to the employees of the Company, it's subsidiaries and associate.
i) Retained Earnings
Retained earnings comprises of the Company's undistributed earnings after taxes.
Note:
1) Nuvama Wealth Management Limited has granted Employee Stock Option Plans ("ESOP") and Employee StockAppreciation Rights Plans ("ESAR") to the Group's employees on an equity-settled basis. The Company hasrecognised share based payment expenses of Rs. 171.22 million for the year ended March 31, 2025 (previousyear Rs. 116.95 million), based on fair value as on the grant date calculated as per option pricing model. (refernote 2.42).
2) Edelweiss Financial Services Limited ("EFSL") erstwhile parent Company, has granted ESOP/Stock appreciationrights option to acquire equity shares of EFSL that would vest in a graded manner to Company's employees.Based on policy, EFSL has charged the fair value of such stock options, and Company has accepted such crosscharge and accordingly recognised the same under the employee cost for the year ended March 31, 2025 andMarch 31, 2024.
Income for each segment has been specifically identified. Expenditure, assets and liabilities are either specificallyidentified with individual segments or have been allocated to segments on a systematic basis. Based on suchallocations, segment disclosures relating to revenue, results, assets and liabilities have been prepared.
An operating segment is classified as reportable segment if reported revenue or absolute amount of result orassets exceed 10% or more of the combined total of all the operating segments.
Since the business operations of the Company are primarily concentrated in India, the Company is considered tooperate only in the domestic segment and therefore there is no reportable geographic segment.
The Company has determined the following reporting segments based on information reviewed by the ChiefOperating Decision Maker (CODM). The Company's chief operating decision maker is the Managing Director andChief Executive Officer.
Amount of Rs. 59.56 million (Previous year: Rs. 50.56 million) is recognised as expenses in "Employee benefitexpenses" - note 2.27 in the statement of profit and loss.
The following tables summarise the components of the net employee benefit expenses recognised in the statementof profit and loss, the funded status and amount recognised in the balance sheet for the gratuity benefit plan.
Notes:
1. The Company has provided corporate guarantees to banks for securing credit facilities & bank guaranteesand to debenture trustees for issue of debentures on behalf of its subsidiary companies and associate.
2. During the year ended March 31, 2025, the Company has received an order for the assessment year 2018¬2019 from the Income tax department disallowing ESOP perquisite value. Considering the same, the Companyhas disclosed Rs. 479.68 million as a contingent liability for the assessment years 2018-2019 and 2019-2020being the tax effect on such ESOP perquisite value deduction claimed in the return of Income and for whichthe provision for taxation for respective years have been adjusted in the books. In respect of assessmentyears other than above, on a conservative basis, the Company has not claimed any deduction while makingtax provision in the books of account and hence there is no contingent liability for such assessment years.
3. The Company has received demand notices from tax authorities on account of disallowance of expenditurefor earning exempt income under Section 14A of Income Tax Act 1961 read with Rule 8D of the Income TaxRules, 1962. The Company has filed appeal/s and is defending its position. Based on the favourable outcomein Appellate proceedings in the past and as advised by the tax advisors, Company is reasonably certainabout sustaining its position in the pending cases, hence the possibility of outflow of resources embodyingeconomic benefits on this ground is remote.
1 I nformation relating to remuneration paid (short term) to key managerial person mentioned above excludesprovision made for gratuity and leave encashment which are provided for group of employees on an overallbasis and perquisites on exercise of ESOPs. These are included on cash basis. The variable compensationincluded herein is on cash basis.
2 Loans received from subsidiary company are for the general corporate business.
3 Corporate guarantee amount disclosed basis utilisation as at Balance sheet dateTerms and conditions of transactions with related parties:
All Related Party Transactions entered during the year were in ordinary course of the business and on arm's lengthbasis. Outstanding balances at the year-end are unsecured and gross amounts are settled in cash. There havebeen no guarantees provided or received against these related party receivables or payables as at balance sheetdate.
For the year ended March 31, 2024, the Company had created impairment provision of Rs. 68.21 million pertainingto its investments in one of its wholly owned subsidiary (Refer note 2.4). The Company continued to carry the saidprovision as at March 31, 2025.
Other than above, the Company has not recorded any impairment of receivables relating to amounts owed byrelated parties as at March 31, 2025 (As at March 31, 2024: Rs. Nil). This assessment is undertaken each financial yearthrough examining the financial position of the related party and the market in which the related party operates.
The primary objective of the Company's capital management policy is to ensure that the Company complies withexternally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order tosupport its business and to maximise shareholder value.
The Company manages its capital structure and makes adjustments to it according to changes in economicconditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, theCompany may adjust the amount of dividend payment to shareholders, return capital to shareholders or issuecapital securities. No changes have been made to the objectives, policies and processes from the previous years.However, they are under constant review by the Board.
In addition to above, the Company is required to maintain minimum net worth as prescribed by various regulatoryauthorities. The management ensures that this is complied.
The Company incurred expenditures like branding fee, senior management cost, technology, rent and administrativecost etc., which is for the common benefit of itself, its subsidiaries, associate & joint venture. These costs expendedare reimbursed by these subsidiaries, associate & joint venture on the basis of number of employees, actualidentifications etc. On the same lines, branch running costs expended (if any) by the Company for the benefitof its subsidiaries, associate & joint venture are recovered by the Company. Accordingly, and as identified by themanagement, the expenditure heads in note 2.9, 2.10, 2.27, 2.28 & 2.30, include reimbursements paid and are net ofreimbursements received based on the management's best estimate.
Nuvama Wealth Management Limited has granted Employee Stock Option Plans (ESOP) and Stock AppreciationRights (SAR) under the plan ESOP 2021 and SAR 2024 respectively, to its employees on an equity-settled basis astabulated below. The ESOP/ SAR provide a right to its holders (i.e., Nuvama group employees) to purchase Nuvamashare at a pre-determined strike price on the expiry of the vesting period. The ESOP/ESAR hence represents anEuropean call option that provides a right but not an obligation to the employees of the Nuvama group to exercisethe option by paying the strike price at any time on completion of the vesting period, subject to an outer boundaryon the exercise period.
Nuvama Wealth Management Limited has recognised share based payment expenses based on fair value as on thegrant date calculated as per option pricing model.
Introduction and risk profile
The Company's overall objective is to manage its broking & merchant banking business, and the associatedrisks, (such as credit risk, liquidity risk, market risk, operational risk etc.) in a manner that balances serving theinterests of its customers and investors and protects the safety and soundness of the Company.
The Company is regulated by SEBI & respective exchanges with special focus on trade execution & clearing,client fund/security management, exchange & client reporting, merchant banking business, etc. The Companystrives for continual improvement through efforts to enhance systemic & manual controls, ongoing employeetraining and development and other measures.
Risk Management Structure
The Company has a well-defined risk management process framework for risk identification, assessment andcontrol in order to effectively manage risks associated with the various business activities. The risk function ismonitored primarily by the business risk group.
The Company's multi-level risk management process ensures that the margin monitoring processes withstandmarket volatility. As a result, the Company follows strict margin call process and limits are set and monitoredon an ongoing basis.
The Company's board of directors have overall responsibility for the establishment and oversight of theCompany's risk management framework. They are assisted in its oversight role by internal audit. Internal auditundertakes both regular and ad hoc reviews of risk management controls and procedures, the results of whichare reported to the audit committee.
Risk mitigation and risk culture
The Company's business processes ensure complete independence of functions and a segregation ofresponsibilities. Client introduction, client on-boarding, credit control processes, centralised operationsunit, independent internal auditors for checking compliance with the prescribed policies/processes at eachtransaction level are all segregated. The Company's risk management processes and policies allow layers ofmultiple checks and verifications.
The Company is governed by rules and regulation described by Securities Exchange Board of India (SEBI) andvarious stock exchanges registered with. As prescribed schedule VI of Securities And Exchange Board of India(Stock - Brokers and Sub - Brokers) Regulations, 1992 and Merchant Banking Regulations.
2.44 The Company does not have any long-term contracts including derivative contracts for which there are anymaterial foreseeable losses.
Credit risk arises when a customer or counterparty does not meet its obligations under a customer contract orfinancial instrument, leading to a financial loss. The Company is exposed to credit risk from its operating activitiesprimarily trade receivables.
The Company's management policy is to closely monitor creditworthiness of counterparties by reviewing theircredit ratings, financial statements and press release on regular basis.
The Company's financial assets are subject to the expected credit loss model are only short-term trade and otherreceivables. All trade receivables are expected to be collected in less than twelve months. Company applies theexpected credit loss model for all financial assets and simplified approach for trade receivables for recognitionof impairment loss. Expected credit loss allowance based on simplified approach in respect of receivables iscomputed based on a provision matrix which takes into account historical credit loss experience.
Risk which can affect the Company's income or the value of its holdings of financial instruments due to adversemovements in market prices of instrument due to price risk.
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in the level of individual investment in prices of financial instruments.
Liquidity risk is defined as the risk that the Company will encounter difficulty in meeting obligations associatedwith financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises because ofthe possibility that the Company might be unable to meet its payment obligations when they fall due as a result ofmismatches in the timing of the cash flows under both normal and stress circumstances.
Liquidity risk emanates from the mismatches existing on the balance sheet due to differences in maturity andrepayment profile of assets and liabilities. These mismatches could either be forced in nature due to marketconditions or created with an interest rate view. Such risk can lead to a possibility of unavailability of funds to meetupcoming obligations arising from liability maturities. To avoid such a scenario, the Company ensures maintenanceof adequate Liquidity Cushion in the form of Fixed Deposits, Cash & bank balance, etc. These assets carry minimalcredit risk and can be liquidated in a very short period of time. Further, the Company has undrawn bank facilities.
2.51 (a) The Company has complied with the Rule 3 of Companies (Accounts) Rules, 2014 amended on August 5,2022relating to maintenance of electronic books of account and other relevant books and papers. The Company'sbooks of accounts and relevant books and papers are accessible in India at all times and backup of accountsand other relevant books and papers are maintained in electronic mode within India and kept in serversphysically located in India on daily basis.
(b) The Company has used accounting software for maintaining its books of account which has a feature ofrecording audit trail (edit log) facility and the same has operated throughout the year for all relevanttransactions recorded in the software. Further, there are no instance of audit trail feature being tampered with.Additionally, the audit trail of prior year(s) has been preserved as per the statutory requirements for recordretention.
1. The amount spent towards corporate social responsibility as mentioned above has been incurred towardsvarious projects in the area of Community Resilience, Climate Action, Education & Health Care. (Schedule VII
(i), (ii) & (iv) of the Companies Act, 2013) for the year ended March 31, 2025.
2. The average net profit of last three years as per sec. 198 of the Companies Act, 2013 is negative, hence nocontribution has been made for CSR activities for the year ended March 31, 2024.
3. Administrative cost incurred towards CSR included above is paid to one of the subsidiary of the Company.
The Company does not have any transactions with struck off companies during the year ended March 31, 2025and March 31, 2024.
The Board of Directors of the Company at its meeting held on May 13, 2022, had approved the Scheme ofarrangement between Edelweiss Financial Services Limited ('EFSL') and Nuvama Wealth Management Limited('NWML') and their respective shareholders and creditors, under section 230 to 232 read with applicable provisionsof the Companies Act, 2013, which inter-alia envisaged demerger of Wealth Management Business Undertaking('Demerged Undertaking' as defined in the Scheme) of EFSL into the Company.
The National Company Law Tribunal Bench at Mumbai (Tribunal) has approved the aforementioned Scheme vide itsorder dated April 27, 2023 under the applicable provisions of the Companies Act, 2013. Certified copy of the saidorder of the Tribunal was received by the Company on May 12, 2023 and filed with the Registrar of Companies onMay 18, 2023. Accordingly, Effective date of the scheme is May 18, 2023.
As per the Scheme, EFSL transferred assets and liabilities of Demerged Undertaking to the Company and Companyrecognised all assets and liabilities of Demerged Undertaking using acquisition method.
4. Interest Service Coverage Ratio = (Profit before Tax and Finance cost excluding IND AS 116 impact) / (Financecost excluding IND AS 116 impact)
5. Total debt to Total assets = Total debt / Total assets
6. Net profit margin = Net profit for the year / Total income
7. Current ratio, Long term debt to working capital, Bad Debts to account receivables ratio, Current liabilityratio, Debtors turnover, Inventory turnover and Operating margin (%) are not applicable owing to the businessmodel of the company.
2.57 Additional regulatory information required under (WB) (xiv) of Division III of Schedule III amendment, disclosure ofratios, is not applicable to the Company as it is in the broking business and not an NBFC registered under section45-IA of Reserve Bank of India Act, 1934.
(i) The Company does not have any Benami property, where any proceeding has been initiated or pendingagainst the Company for holding any Benami property.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond thestatutory year.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
(iv) The Company has not been declared wilful defaulter by any bank or financial institution or government or anygovernment authority.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), includingforeign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by oron behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (FundingParty) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by oron behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Company does not have any transaction which is not recorded in the books of accounts that has beensurrendered or disclosed as income during the period in the tax assessments under the Income Tax Act, 1961(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
2.59 There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at March31, 2025 and as at March 31, 2024.
2.60 Previous year figures have been regrouped/ re-classified wherever necessary and the impact, if any, are notmaterial to the standalone financial statement.
The accompanying notes are an integral part of the standalone financial statements
As per our report of even date attached.
For S. R. Batliboi & Co. LLP For and on behalf of the Board of Directors
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Shrawan Jalan Ashish Kehair Shiv Sehgal Aswin Vikram
Partner Managing Director & CEO Executive Director Non-Executive Director
Membership No: 102102 DIN : 07789972 DIN : 07112524 DIN : 08895013
Bharat Kalsi Sneha Patwardhan
Chief Financial Officer Company Secretary
Mumbai, May 28, 2025 Mumbai, May 28, 2025