Contingent liabilities are disclosed when there is apossible obligation arising from past events, the existenceof which will be confirmed only by the occurrence or non¬occurrence of one or more uncertain future events notwholly within the control of the Company or a presentobligation that arises from past events where it is eithernot probable that an outflow of resources will be requiredto settle the obligation or a reliable estimate of the amountcannot be made.
A contingent asset is not recognised but disclosed in thefinancial statements where an inflow of economic benefitis probable.
Commitments includes the amount of purchase order(net of advance) issued to counterparties for supplying/development of assets and amounts pertaining toInvestments which have been committed but not called for.Provisions, contingent assets, contingent liabilities andcommitments are reviewed at each Balance Sheet date.
Basic earnings per share is computed by dividingprofit after tax attributable to the equity shareholdersby the weighted average number of equity sharesoutstanding during the reporting period.
Dilutive earnings per share is computed and disclosedusing the weighted average number of equity anddilutive equity equivalent shares outstanding duringthe period, except when the results would be anti¬dilutive.
An operating segment is a component of the Companythat engages in business activities from which it mayearn revenues and incur expenses, including revenuesand expenses that relate to transactions with any of theCompany's other components, and for which discretefinancial information is available. All operating segments'operating results are reviewed regularly by the ChiefOperating Decision Maker, in deciding how to allocateresources and assessing performance (Refer Note no 42).
The Company recognises a liability to make cashdistributions to equity shareholders when the distributionis authorised and the distribution is no longer at thediscretion of the Company. As per the corporate lawsin India, a distribution is authorised when it is approvedby the shareholders except in case of interim dividend. Acorresponding amount is recognised directly in equity.
The Company considers all highly liquid financialinstruments, which are readily convertible into knownamounts of cash that are subject to an insignificant riskof change in value and having original maturities ofthree months or less from the date of purchase, to becash equivalents. Cash and cash equivalents consist ofbalances with banks which are unrestricted for withdrawaland usage.
Ministry of Corporate Affairs ("MCA") notifies new standardor amendments to the existing standards. There is no suchnotification which would have been applicable from 1stApril 2025.
Provisions are recognised when the Company has apresent obligation (legal or constructive) as a result ofa past event, it is probable that an outflow of resourcesembodying economic benefits will be required to settle theobligation and a reliable estimate can be made of theamount of the obligation.
General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the generalreserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income,items included in the general reserve will not be reclassified subsequently to profit or loss.
Securities Premium is used to record the premium (amount received in excess of face value of equity shares) on issue of equityshares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisionsof the Companies Act, 2013.
The Share options outstanding account is used to recognise the grant date fair value of options issued to employees under sharebased payments arrangement over the vesting period.
Until the shares are allotted, the amount received on account of options exercised by employees under share based paymentsarrangement are shown under the share application money pending allotment.
Retained earnings are the profits that the Company has earned to date, less any dividends or any other distribution paid to theshareholders, net of utilisation as permitted under applicable regulations.
Other comprehensive income comprises of remeasurement of the net defined benefit obligation, which includes actuarial gains& losses, the return on plan assets. The income tax related to the same also recognised in other comprehensive income.
(i) Estimated liability for the Consumer Disputes Redressal Forum cases pending in courts for the dispute pertaining to theschemes of UTI Mutual Fund is ' 0.47 crore (Previous year ' 0.90 crore). The Company is hopeful of a positive outcomein its favour and therefore no provision has been made.
(ii) W.r.t. assessment Year 2009-2010, an order has been passed raising a demand of ' 5.26 crore (Previous year ' 5.26crore). The Company has filed an Appeal against the order before Income Tax Appellate Tribunal ('ITAT'), the decision ofwhich is passed in the favour of the Company and the effect of the order passed is awaited.
(iii) W.r.t. assessment Year 2010-201 1, an order has been passed raising a demand of ' 2.28 crore (Previous year ' 2.28crore). The Company has filed an Appeal against the order before Commissioner of Income Tax (Appeal) ('CIT-A'). TheCompany is hopeful of a positive outcome in its favour and therefore no provision has been made.
(iv) Ex-Registrars & Transfer Agents ('RTA') filed a suit against the Company, Administrators of Specified Undertaking of UnitTrust of India ('SUUTI') and UTI Trustee Company Private Limited ('Trustee Company') in the year 2003 before Hon'bleBombay High Court seeking recovery of unpaid dues ' 3.19 crore for services provided as a registrar and transfer agentand dematerialisation services, in relation to certain schemes of UTI Mutual Funds and SUUTI. The Trustee Companyand SUUTI have filed a cross suit against RTA before Hon'ble Bombay High Court for ' 1 .37 crore for deficiencies inthe services. Hon'ble Bombay High Court directed both the parties to frame the issue for arguments. The case has beentransferred from Bombay High Court to City Civil Court, Mumbai vide order dated 29.01.2024. The Company is hopefulof a positive outcome in its favour and therefore no provision has been made. Contingent Liability is for ' 1.82 crore.
(i) A case was filed by All India UTI AMC Officers' Association ('AIUTEA') against the Company in respect of leftover ClassIII and Class IV staff on date demanding pension option. The honorable presiding officer, CGIT, Mumbai pronouncedthe verdict in favour of AIUTEA dated 28th February 2007 for 3rd pension option. The matter was taken with Governmentof India, which advised the Company to seek legal opinion. The Company filed an appeal in the Hon'ble Bombay HighCourt challenging the order of CGIT. Hon'ble Bombay High Court vide its order dated 5th May 201 7 allowed the appealof the Company by quashing and setting aside the order of CGIT. AIUTEA filed a Review Petition to review the order dated5th May 201 7 of Hon'ble Justice K K Tated in WP no. 1 792 of 2007 filed by the Company. Hon'ble Bombay High Courtvide its order dated 31st August 201 7 rejected the review petition of the petitioner stating that 'the only endeavor is tore-argue the entire matter, which is not permitted'. AIUTEA has filed a Special Leave petition before Hon'ble Supreme Courtof India challenging the order of Hon'ble Bombay High Court. The matter has not yet been heard Hon'ble Supreme Courtof India.
(ii) A case has been filed by UTI Retired and VSS Employees Social Association against the Company before Hon'bleBombay High Court for giving a fresh opportunity for pension option after pay revision 2001 and arrears of pension with12% interest on the same. The case is pending for further proceedings.
(iii) A case has been filed by UTI Retired and VSS Employees Social Association against the Company before Hon'ble BombayHigh Court for payment of dearness allowance with pension or periodic review of the pension. The case is pending forfurther proceedings.
Note: Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cashoutflows, if any, in respect of the above as it is determinable only on receipt of judgements/decisions pending with variousforums/authorities.
(a) Estimated amount of contracts remaining to be executed on capital accounts ' 0.33 crore (' 1 .50 crore as on 31st March 2024).
(b) As on 31st March 2025, the Company has commitments of ' 27.50 crore (Previous year ' 77.50 crore) to Structured DebtOpportunity Fund III, ' 40 crore (Previous year ' 40 crore) to UTI Alternatives Private Limited.
The Company manages provident fund plan through a provident fund trust for its eligible employees, which is permitted underThe Provident Funds Act, 1925. The plan mandates contribution by employer at a fixed percentage of employee's salary.Employees also contribute to the plan at a fixed percentage of their salary as a minimum contribution. The contribution byemployer and employee together with interest are payable at the time of separation from service or retirement whichever isearlier. The benefit under this plan vests immediately on rendering of service.
The Company has recognised the following amounts in the Statement of Profit and Loss, which are included under contributionsto Provident Fund.
The Company operates a gratuity plan through Life Insurance Company of India ('LIC') wherein every employee is entitledto the benefit based on the respective employee's half last drawn salary and years of employment with the Company.Further, employees who have completed more than 30 years of service are paid additional gratuity based on the respectiveemployee's half last drawn salary on completion of additional year of service post 30 years. The same is payable ontermination of service or retirement whichever is earlier. The benefit vests after five years of continuous service. Liabilitiesin respect of the gratuity plan are determined by an actuarial valuation, based upon which the Company makes annualcontributions to the plan. The plan is funded with LIC in the form of a qualifying insurance policy.
The Company commenced operations from 1 st February 2003 and formed a Pension Trust ('PF') which inherited theEmployees Group Superannuation Fund from the erstwhile Unit Trust of India. The Company's pension plan assets aremanaged by PF. The Company makes 1 0% of basic salary and additional pay, wherever applicable, as employer contributiontowards pension to the PF. PF independently manages some part of the corpus / assets and balance is managed by LIC.The actuarial valuation considers the assets independently managed by PF as well as LIC. The trustees nominated by theCompany are responsible for the administration of PF.
These defined benefit plans expose the Company to actuarial risks, such as salary risk, investment risk, asset liability matchingrisk, interest rate risk, concentration risk, and mortality risk.
Mortality in Service: Published rates under the Indian Assured Lives Mortality (201 2-1 4) Ult table. Mortality in Retirement:Current LIC Buy-Out Annuity Rates prevailing as on the valuation date.
The benefit obligation results of gratuity fund are particularly sensitive to discount rate and future salary escalation rate. Thebenefit obligation results of pension scheme are particularly sensitive to discount rate, longevity risk, salary escalation rateand pension increases, if the plan provision do provide for such increases on commencement of pension.
The following table summarises the change in DBO and impact in percentage terms compared with the reported definedbenefit obligation at the end of the reporting year arising on account of an increase or decrease in the reported assumptionby changes in the below mentioned three parameters.
These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming thereare no other changes in market conditions at the accounting date. There have been no changes from the previous year inthe methods and assumption used in preparing the sensitivity analysis.
The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of theoption, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk freeinterest rate for the term of the option.
Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during a period. The measure ofvolatility used in the Black-Scholes Model is the annualised standard deviation of the continuously compounded rates of return on thestock over a period of time.
As on the date of grant, in case of schemes ESOS 2007 - issued on 1 6th December 201 9, the Company being an unlisted Company,the expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expectedchanges to future volatility due to publicly available information.
As on the date of grant in case of ESOS 2007 - issued on 28th July 2021,1 7th January 2022 and 1 3th September 2022, the Companybeing listed, trading history of the Company and its comparable companies listed on the stock exchange were considered. Thevolatility derived from these stocks has been annualised for the purpose of this valuation.
The Company has exposure to the following risks arising from financial instruments:
• Credit Risk
• Liquidity Risk
• Market Risk
The Company's board of directors has overall responsibility for the establishment and oversight of its risk management framework.The board of directors has established a risk management committee, which is responsible for developing and monitoring theCompany's risk management policies. The committee reports regularly to the board of directors on its activities.
The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriaterisk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly toreflect changes in market conditions and the Company's activities.
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractualobligations and arises principally from its investment transactions. The Company is exposed to credit risk from its operatingactivities (mostly trade receivables) and from its investing activities, which includes deposits with banks and financial institutions,and other financial assets measured at amortised cost.
The carrying amount of financial assets represents maximum amount of credit exposure. The maximum exposure to credit risk is asper the table below, it being total of carrying amount of cash and cash equivalent, trade and other receivables and financial assetsmeasured at amortised cost.
The Company continuously monitors all financial assets subject to ECLs. In order to determine whether an instrument is subject to 12month ECL (1 2mECL) or life time ECL (LTECL), the Company assesses whether there has been a significant increase in credit risk or theassets have become credit impaired since initial recognition. The Company applies the following quantitative and qualitative criteriato assess whether there is a significant increase in credit risk or the assets have been credit impaired.
• Historical trend of collection from counterparty
• Company's contractual rights with respect to recovery of dues from counterparty
• Credit rating of counterparty and any relevant information available in public domain
ECL is a probability weighted estimate of credit losses. It is measured as the present value of cash shortfalls (i.e. the difference betweenthe cash flows due to the Company in accordance with contract and the cash flows that the Company expects to receive).
The Company has three types of financial assets that are subject to the expected credit loss:
• Trade and other receivables
• Cash and cash equivalent
• Investment in debt securities measured at amortised cost
The amount of trade receivable for which the Company has assessed credit risk is on an individual basis.
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine expected creditlosses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Further, management believesthat amounts that are past due by more than 365 days are collectible in full and are not impaired, as the same are recoverable fromgovernment entities.
The Company holds cash and cash equivalents of ' 2.95 crore as on 31st March 2025. The cash and cash equivalents are held withbanks, which are rated AA- to AA , based on CRISIL ratings. Impairment on cash and cash equivalents and other bank balances hasbeen measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Company considers that itscash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.
The Company has made investments in state government and corporate bonds. Investments have been made after taking into accountparameters like safety, liquidity and post-tax returns etc. The Company avoids concentration of credit risk by spreading them overseveral counterparties with good credit rating profile and sound financial position. The investment in corporate bonds are rated AAAbased on CRISIL ratings. The Company considers that the investments in state government and corporate bonds have low credit risk.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilitiesthat are settled by delivering cash or another financial asset. Liquidity risk arises because of the possibility that the Companymight be unable to meet its payment obligations when they fall due as a result of mismatches in the timing of the cash flowsunder both normal and stress circumstances. Such scenarios could occur when funding needed for illiquid asset positions is notavailable to the Company on acceptable terms.
The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet itsliabilities when they are due, under normal and stressed conditions, without incurring unacceptable losses or risking damage tothe Company's reputation.
The Company's investment policy and strategy are focused on preservation of capital and supporting the Company's liquidityrequirements. The Company typically invests in money market funds, debt funds, equity funds and other highly rated securitiesunder a limits framework, which governs the credit exposure to any one issuer as defined in its investment policy. The policyrequires investments generally to be of investment grade, with the primary objective of minimizing the potential risk of principalloss.
The following are the remaining contractual maturities of financial assets and financial liabilities at the reporting date. Theamounts are gross and not discounted:
Market risk is the risk of loss of future earnings, fair values or future cash flows related to financial instrument that may resultfrom adverse changes in market rates and prices (such as foreign exchange rates, interest rates, other prices). The Company isexposed to market risk primarily related to currency risk, interest rate risk and price risk. Financial instruments affected by marketrisk include investments, loans and deposits.
I nterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes inmarket interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company'sfinancial Instruments. The investments in government securities and bonds are at fixed rate of coupon and accordingly theCompany does not perceive any interest rate risk.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreignexchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company'soperating activities (wherever revenue or expense is denominated in a foreign currency) and the Company's net investments inforeign subsidiaries. The Company has insignificant amount of foreign currency denominated assets. Accordingly, the exposureto currency risk is insignificant.
As per Ind AS 107, 'Financial Instruments: Disclosures', the fair values of the financial assets or financial liabilities are definedas the price that would be received on sale of asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date.
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observableor unobservable. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities andlowest priority to unobservable inputs.
The hierarchy used is as follows:
• Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 — Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices). Investment in all mutual fund schemes are included in Level 2.
• Level 3 — Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or
in part using a valuation model based on assumptions that are neither supported by prices from observable current markettransactions in the same instrument nor are they based on available market data.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levelsin the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured atfair value if the carrying amount is a reasonable approximation of fair value.
39 During the year, the Company has reversed liability of ' 0.45 crore (previous year ' 0.47 crore) towards employeesuperannuation, as the same is no longer payable, and accounted for as other income.
The primary objective of the Company's capital management is to maximise the shareholder value as well as to maintain investor,creditor and market confidence and to sustain future development of the Company.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirementsof the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders,return capital to shareholders or issue new shares.
The Company monitors capital using the ratio of 'net adjusted debt' to 'Total equity'. For this purpose, adjusted net debt is definedas total liabilities, comprising interest bearing loans and borrowings and obligations under finance lease (if any), less cash and cashequivalents. Total Equity comprises of share capital and all reserves.
Calculation of this ratio is given below:
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet theobligations related to lease liabilities as and when they fall due.
The weighted average incremental borrowing rate applied to lease liabilities for financial year ended 31st March 2025 is 1 0.75% andfor the financial year ended 31st March 2024 is 9.88%.
The company leases out its properties of which details of the same are as follows:
During the year ended 31st March 2025, the Company has sub-leased several premises that have been presented as a right-of-use asset. The Company recognised a gain of ' 0.14 crore (Previous year: nil) on derecognition of the right-of-use assetpertaining to the building and presented the gain as part of 'Other income' and interest income on lease receivables of ' 0.04crore (Previous year: nil) as part of 'Interest Income'.
The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be receivedafter the reporting date.
There is no Intangible assets under development as at 31st March 2025, whose completion is overdue or has exceeded its costas compared to original plan.
(e) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company.
(f) The Company has availed overdraft facility from bank on the basis of security of current assets during the year. The balanceoutstanding at the year ended 31st March 2025 is NIL (Balance Outstanding as on 31st March 2024 is NIL). As per the sanctionterm, the Company is not required to file quarterly returns or statements with the bank. The Company has used the overdraftfacility from bank for the specific purpose for which it was taken.
(g) The Company is not a declared willful defaulter by any bank or financial institution or other lender.
(h) During the current year, the Company does not have any transactions with the companies struck off under section 248 of the Actor Section 560 of the Companies Act, 1956.
(i) The Company has created charge with ROC Mumbai on the state development loans of ' 1 45.00 crore given as security for theoverdraft facility availed.
(j) The Company has complied with the number of layers for investments made as prescribed under clause (87) of section 2 of theAct read with Companies (Restriction on number of Layers) Rules, 2017.
(ii) The Company has not received any fund from any persons or entities, including foreign entities ("Funding Parties"), with theunderstanding, whether recorded in writing or otherwise, that the Company shall:
• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Parties ("Ultimate Beneficiaries") or
• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(n) The Company does not have transactions which is not recorded in the books of accounts that has been surrendered or disclosedas income during the year in the tax assessments under the Income Tax Act, 1 961 (such as, search or survey or any other relevantprovisions of the Income Tax Act, 1961).
(o) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
As per our Report of even date For and on behalf of the Board of Directors of
Chartered Accountants
Firm Registration Number: 101248W/W-100022
Non Executive Chairman Managing Director & Chief Executive Officer(DIN: 00142711) (DIN: 01818725)
Partner Chief Financial Officer Company Secretary
Membership Number: 109928 (ACS 21577)
Place: Sydney, Australia Place: Mumbai
Date: 29th April, 2025 Date: 29th April, 2025
* Since the Company is not in lending business, hence these ratios are not applicable.
[l) During the year, the Company has not entered into scheme of arrangements.
[m) (i) The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds), to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding,whether recorded in writing or otherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Company ("Ultimate Beneficiaries"); or