p) Provisions and other Contingent liabilities
Provisions are recognised when the Company has a present obligation (legal or constructive) as a resultof past events, and it is probable that an outflow of resources embodying economic benefits will berequired to settle the obligation, and a reliable estimate can be made of the amount of the obligation.When the effect of the time value of money is material, the Company determines the level of provisionby discounting the expected cash flows at a pre-tax rate reflecting the current market assessment of timevalue of money and risk is specific to liabilities. The expense relating to any provision is presented in thestatement of profit and loss net of any reimbursement in other operating expenses.
A disclosure for a contingent liability is made when there is a possible obligation or a presentobligation that may, but probably will not require an outflow of resources embodying economic benefitsor the amount of such obligation cannot be measured reliably. When there is a possible obligation or apresent obligation in respect of which likelihood of outflow of resources embodying economic benefitsis remote, no provision or disclosure is made.
q) Retirement and other employee benefits
i) Provident Fund (Defined Contribution Plans)
Contributions to defined contribution plans are recognised as expense when employees haverendered services entitling them to such benefits.
ii) Gratuity (Defined Benefit Plan)
For defined benefit plans, the cost of providing benefits is determined using the projected unitcredit method with acturial valuations being carried out at each balance sheet date. Acturial gainsand losses are recognised in full in other comprehensive income for the period in which they occur.Past service cost both vested and unvested is recognised as an expense at the earlier of (a.) when theplan amendment or curtailment occurs; (b) when the entity recognises related restructuring costs orrelated termination benefits.
The retirement benefits / obligations recognised in the balance sheet represents the present valueof the defined benefit / obligations reduced by the fair value of scheme assets. Any assets resultingfrom this calculation is limited to present value of available refunds and reductions in futurecontributions to the scheme.
iii) Short-term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classifiedas short-term employee benefits. These benefits include compensated absences such as paid annualleave and sickness leave. The undiscounted amount of short-term employee benefits expected to bepaid in exchange for the services rendered by employees is recognized in the Statement of Profitand Loss during the year.
r) Earnings per share
Basic earnings per share (EPS) is calculated by dividing the net profit for the year attributable to equityholders of the company by the weighted average number of equity shares outstanding during the year.Diluted EPS is calculated by dividing the net profit attributable to equity holders of company by theweighted average number of equity shares outstanding during the year plus dilutive potential sharesexcept where results are anti-dilutive.
s) Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest Lakhsas per the requirements.
t) Events after reporting date
Where events occurring after the balance sheet date provide evidence of conditions that existed at the endof the reporting period, the impact of such events is adjusted within the financial statements. Otherwise,events after the balance sheet date of material size or nature are only disclosed.
u) Recent Pronouncements
The following Indian Accounting Standards have been modified on miscellaneous issues with effectfrom April 1, 2024. Such changes include clarification/guidance on:
Ind AS 117 — Insurance Contracts: Introduced to replace Ind AS 104, primarily applicable to insuranceentities.
Ind AS 116 — Leases: Amended to clarify accounting for sale and leaseback transactions.
Ind AS 101 — First-time Adoption of Indian Accounting Standards: Updated to incorporate transitionprovisions relating to Ind AS 117.
Ind AS 103 — Business Combinations: Amended to address the classification and measurement ofinsurance contracts acquired in business combinations.
Ind AS 105 — Non-current Assets Held for Sale and Discontinued Operations: Modified to includegroups of contracts within the scope of Ind AS 117.
Ind AS 107 and Ind AS 109 — Financial Instruments: Enhanced guidance on disclosures andmeasurement principles related to insurance contracts.
None of the above amendments had any material effect on the company’s financial statements, exceptfor disclosure of Material Accounting Policies instead of Significant Accounting Policies in the FinancialStatements.
(b) Terms/rights/restrictions attached to equity shares
(i) The company has one class of equity shares having a par value of Rs. 10 per share. Each holder ofequity shares is entitled to one vote per share. The company declares and pays dividend in IndianRupees. The dividend if any proposed by the Board of Director is subject to the approval of theshare holders in the ensuing Annual General Meeting.
(ii) In the event of Liquidation of the company, the holders of equity shares will be entitled to receiveremaining assets of the company, after distribution of all preferential amounts. The distributionwill be in proportion to the number of equity shares held by the shareholders.
Nature and Purpose of Reserves
a) Capital Redemption Reserve
It is created in accordance with Section 55 of the Companies Act, 2013, the Company had createdcapital redemption reserve of an amount equal to the nominal value of the shares redeemed as anappropriation from profits.
b) Securities Premium
Securities premium is used to record the premium on issue of shares. It can be utilised only for limitedpurposes in accordance with the provisions of the Companies Act, 2013.
c) Reserve fund in terms of section 45-IC(1) of the Reserve Bank of India Act, 1934
Section 45IC of Reserve Bank of India Act, 1934 ("RBI Act,1934") defines that every non bankingfinancial institution which is a Company shall create a reserve fund and transfer therein a sum not lessthan twenty percent of its net profit every year as disclosed in the statement of profit and loss beforeany dividend is declared. The Company has transferred an amount of Rs. 35.84 Lakhs (PY: Rs. 18.73Lakhs) to Reserve Fund pursuant to Section 45-IC of RBI Act, 1934.
d) Retained Earnings
Retained earnings represents profits that the company earned till date, less any transfers to GeneralReserve, Statutory Reserves, Dividends and other distributions paid to the shareholders.
e) Other Comprehensive Income/(Loss)
Other comprehensive income consist of remeasurement gains / losses on defined benefit plans, gain /(loss) of equity instruments carried through FVTOCI.
22. Contingent Liabilities and Commitments
Claims not acknowledged as debts Rs. 1.50 lakhs (Previous year Rs. 1.50 lakhs). The company has beenadvised that the demand is likely to be either deleted or substantially reduced and accordingly no provision isconsidered.
23. Impairment of Assets
There are no such impairable assets at the year ended in term of Ind AS - 36. Hence company has not madeany provision for impairment loss.
24. Asset Received under settlement
The company had received under settlement from debtors, an immovable property which is shown under thehead Investment Property.
Prior to March 31, 2005 this asset was treated as fixed asset (now Property, Plant and Equipments) asper Accounting Standards and depreciation was charged on it. However, it was transferred to Investment inImmovable property from April 01, 2005 under the head non-current investment, which is now re-classified asInvestment Property as per IND AS. During the current financial year, the said investment property has beensold of. Accordingly, it no longer forms part of the company’s assets as on the balance sheet date.
25. Inventories
During the earlier years, company had written off loss on account of non-availability of share certificates ofown securities. Subsequently, whenever the shares certificates were available and it is substantially establishedthat the shares belong to the company, they have been included as part of stock of security and shown underInventories by assigning a value of Re. 1 to each of such securities by crediting to profit & loss account of suchyear. Such value of Re. 1 is considered as cost for the purpose of valuation of relevant securities.
Furthermore, in presenting the above sensitivity analysis, the present value of the Defined BenefitObligation has been calculated using the projected unit credit method at the end of the reporting period,which is the same method as applied in calculating the Defined Benefit Obligation as recognised in thebalance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prioryears.
Notes:
i) Gratuity is payable as per entity's scheme as detailed in the report.
ii) Actuarial gains/losses are recognized in the period of occurrence under Other ComprehensiveIncome (OCI). All above reported figures of OCI are gross of taxation.
iii) Salary escalation & attrition rate are considered as advised by the entity; they appear to be in linewith the industry practice considering promotion and demand & supply of the employees.
iv) Maturity Analysis of Benefit Payments is undiscounted cashflows considering future salary, attrition& death in respective year for members as mentioned above for forseeable future of next 10 years.
v) Average Expected Future Service represents Estimated Term of Post - Employment BenefitObligation.
vi) Weighted Average Duration of the Defined Benefit Obligation is the weighted average of cash flowtiming, where weights are derived from the present value of each cash flow to the total present value.
vii) Any benefit payment and contribution to plan assets is considered to occur end of the year to depictliability and fund movement in the disclosures.
viii) Value of asset provided by the entity is not audited by us and the same is considered as unaudited fairvalue of plan asset as on the reporting date.
ix) In absence of specific communication as regards contribution by the entity, Expected Contribution inthe Next Year is considered as the sum of net liability/assets at the end of the current year and currentservice cost for next year, subject to maximum allowable contribution to the Plan Assets over thenext year as per the Income Tax Rules.
Qualitative Disclosures
Para 139 (a) Characteristics of defined benefit plan
The entity has a defined benefit gratuity plan in India (funded). The entity’s defined benefit gratuity plan is afinal salary plan for employees, which requires contributions to be made to a separately administered fund.
The fund is managed by a trust which is governed by the Board of Trustees. The Board of Trustees areresponsible for the administration of the plan assets and for the definition of the investment strategy.
Para 139 (b) Risks associated with defined benefit plan
Gratuity is a defined benefit plan and entity is exposed to the Following Risks:
Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the presentvalue of the liability requiring higher provision. A fall in the discount rate generally increases the mark tomarket value of the assets depending on the duration of asset.
Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the futuresalaries of members. As such, an increase in the salary of the members more than assumed level willincrease the plan's liability.
Investment Risk: The present value of the defined benefit plan liability is calculated using a discount ratewhich is determined by reference to market yields at the end of the reporting period on government bonds.If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it hasa relatively balanced mix of investments in government securities, and other debt instruments.
Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the planis invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement ageonly, plan does not have any longevity risk.
Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurancecompany and a default will wipe out all the assets. Although probability of this is very low as insurancecompanies have to follow stringent regulatory guidelines which mitigate risk.
Para 139 (c) Characteristics of defined benefit plans
During the year, there were no plan amendments, curtailments and settlements.
Para 147 (a)
A separate trust fund is created to manage the Gratuity plan and the contributions towards the trust fund isdone as guided by rule 103 of Income Tax Rules, 1962.
28. Segment Reporting
The company has only single reportable segment, viz. Income from Investing and Financial activities and theCompany operates in a single geographical segment i.e. domestic. Hence no additional disclosures are madeas required under Indian Accounting Standard 108 “Segment Reporting”.
29. Related Party Disclosures
As per Ind AS 24, the disclosures of transactions with the related parties are given below
1. Parent Company:
• Bennett, Coleman & Company Limited (upto 7th November 2024)
2. Associate Company:
• Team India Management Ltd (w.e.f 07th November 2024)
3. Key Management Personnel (“KMP”):
• Mrs. Niru Kanodia (appointed w.e.f 07th November 2024)
• Mr. Manoj Agrawal (appointed w.e.f 12th February 2025)
• Ms. Aarti Pandey (appointed w.e.f 12th February 2025)
• Mr. Sivakumar Sundaram (resigned w.e.f 07th November 2024)
• Mr. Jayaprakash Nair (resigned w.e.f 07th November 2024)
• Mr. Gopalkrishnan Ramaswamy (resigned w.e.f 07th November 2024)
• Mrs. Anita Malusare (change in designation to Non- Executive Director w.e.f 29.03.2025)
• Dr. Arun Arora (resigned w.e.f 07th November 2024)
• Ms. Mitu Samarnath Jha(resigned w.e.f 07th November 2024)
• Mr. Pramod Karmarkar (ceased to be CFO of the company w.e.f 12th February 2025)
• Ms. Shweta Chaturvedi (resigned w.e.f 27th October, 2023)
• Ms. Muskaan Tinwala (resigned w.e.f 10th December , 2024)
31. Reserve Fund
In accordance with the provisions of section 45- IC of the RBI Act, 1934, the Company has to create a ReserveFund. During the year 2024-25, 20% of the profits amounting to Rs. 46.94 Lakhs (F.Y 23-24: 35.84 lakhs) hasbeen transferred to Reserve fund.
32. Income Tax
The components of income tax expense for the years ended 31 March, 2025 and 31 March, 2024 are:
33. Capital Management
The primary objectives of the Company’s capital management policy are to ensure that the Company complieswith externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios inorder to support 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,
the Company may adjust the amount of dividend payment to shareholders, return capital to shareholders orissue capital securities. No changes have been made to the objectives, policies and processes during the yearended March 31, 2025 and March 31, 2024. However, they are under constant review by the Board. As regardsto return of capital to shareholders, the company has not proposed or paid dividend on equity shares during thefinancial year 2024-25 and 2023-24.
Leverage ratio represents ratio of total outside liabilities by owned funds. During the financial year 2024-25and 2023-24, at any point of time, the leverage ratio of the company is less than the ceiling limit prescribed bythe Reserve bank. As per paragraph 6 of the RBI Master Direction - Non-Banking Financial Company - Non- Systematically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016, the leverage ratioof an NBFC shall not be more than 7 at any point of time.
34. Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderlytransaction in the principal (or most advantageous) market at the measurement date under current marketconditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using avaluation technique. In order to show how fair values have been derived, financial instruments are classifiedbased on a hierarchy of valuation techniques.
This note describes the fair value measurement of both financial and non-financial instruments.
I) Categorisation of financial instruments
The carrying value of financial instruments by categories i.e; Fair value through profit and loss (FVTPL)and Amortised cost is presented below :
As at March 31, 2025
II) Fair value hierarchy
The Company determines fair values of its financial instruments according to the following hierarchy:Level 1: The fair value of financial instruments traded in active markets (such as debentures, bonds, etc.)is based on quoted market prices at the end of the reporting period. These instruments are included inlevel 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example,mutual funds) is determined using the fair value hence the fair value is determined using observablemarket data such as latest declared NAV/ recent market deals.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrumentis included in level 3. This is the case for unlisted equity instruments.
Valuation Techniques used to determine fair values :
Specific valuation techniques used to value financial instruments include :
Mutual Funds - Net asset value (NAV) of the scheme reported by the Asset Management Company as atthe reporting date
III) Financial Instruments not measured at fair value
Financial assets not measured at fair value includes cash and cash equivalents, other bank balances,loans, inventories and other financial assets. These are financial assets whose carrying amountsapproximate fair value, due to their short-term nature.
Additionally, financial liabilities such as other payables is not measured at FVTPL, whose carryingamount approximate fair value, because of its short-term nature.
35. Financial Risk Management
Risk is an integral part of the Company's business and sound risk management is critical to the success ofHealthy Business Model. As a financial intermediary, the Company is exposed to risks that are particular to itsinvestment and the environment within which it operates and primarily includes liquidity and market risks.
The financial instruments of the company have exposure to the following risks :
I) Liquidity risk
The Company monitors asset liability mismatches to ensure that there are no imbalances or excessiveconcentrations on either side of the Balance Sheet.
The Company continuously monitors liquidity in the market; and the Company maintains a liquiditybuffer to reduce this risk.
Liquidity risk refers to the risk that the Company may not meet its financial obligations. Liquidityrisk arises due to the unavailability of adequate funds at an appropriate cost or tenure. The objectiveof liquidity risk management is to maintain sufficient liquidity and ensure that funds are available foruse as per requirements. The Company consistently generates sufficient cash flows from operating andinvestment activities to meet its financial obligations as and when they fall due.
II) Market risk
Market risk is the risk that the fair value or future Cash flows of a financial instrument will fluctuatebecause of changes in market prices. The objective of market risk management is to manage and controlmarket risk exposures within acceptable parameters, while optimizing the return.
(i) Market price risk
The Company is exposed to market price risk, which arises from investments classified at FVTPL.The management monitors the proportion of these investments in its investment portfolio based onmarket indices. Material investments within the portfolio are managed on an individual basis andall buy and sell decisions are approved by the appropriate authority.
(ii) Interest rate riskOn investment book
The company holds shorter duration investment portfolio and thus it has a minimum fair valuechange impact on its investment portfolio. The interest rate risk on the investment portfolio andcorresponding fair value change impact is monitored using Value at Risk (VaR) and the parametersfor monitoring the same are defined in its investment policy.
Equity Price Sensitivity analysis:
The fair value of mutual funds, non-convertible debentures, equity, ETF, derivatives and bondsas at March 31, 2025 and March 31, 2024 was Rs.2,200.92 Lakhs and Rs. 2,054.79 Lakhsrespectively. A 5% change in price of these mutual funds and non-convertible debentures andbonds held as at March 31, 2025 and March 31, 2024 would result in:
38. Analytical Ratios:
Since the company is a non-systemically important non-deposit taking NBFC, the ratios prescribed underdivision III of schedule III are not applicable. Further, as per the master directions issued by the RBI , leverageratio is applicable which has been disclosed in note no. 33 to the financial statements.
39. Disclosure in relation to Undisclosed Income
During the year, the Company has not surrendered or disclosed any income in the tax assessments under theIncome Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).Accordingly, there are no transactions which are not recorded in the books of accounts.
40. Disclosure For Security of Borrowed Funds
The Company has not borrowed any funds from banks or financial institutions.
41. Disclosure of Transactions with Struck Off Companies
The Company did not have any material transactions with companies struck off under Section 248 ofthe Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.
42. Registration of Charges or Satisfaction With Registrar of Companies (ROC)
The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond thestatutory period.
43. Compliance With Number of Layers of Companies
The Company has complied with the requirements of the number of layers prescribed under clause (87) ofsection 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
44. Additional Disclosures
No transactions or disclosures to report against the following disclosure requirements as notified by MCApursuant to amended Schedule III of the Act:
a) Revaluation of intangible assets
b) Capital Work in Progress and Intangible assets under development ageing schedule
c) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules madethereunder
d) Wilful defaulter
e) Scheme of arrangements in terms of section 230 to 237 of the Act
f) Utilisation of borrowed funds/ share premium
g) Crypto currency or Virtual currency
45. Schedule to Balance sheet of NBFC as required in terms of Paragraph 19 of the ‘Non-Banking FinancialCompany’ - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 isgiven in Annexure I.
46. Subsequent Events
There were no significant events after the end of the reporting period which require any adjustment ordisclosure in the financial statements.
47. Previous year figures have been rearranged, regrouped & recast wherever necessary.
For Vinod Kumar Jain & Co. For and on behalf of the Board of
Chartered Accountants TIMES GUARANTY LIMITED
FRN : 111513W
Sd/- Sd/- Sd/-
(Vinod Kumar Jain) Ashok Paranjpe Niru Kanodia
Proprietor Chairman & Director Chief Executive Officer
M.No.:036373 DIN : 07440788 DIN : 02651444
Sd/- Sd/-
Aarti Pandey Manoj Agarwal
Place : Mumbai Company Secretary Chief Financial Officer
Date : 21st May, 2025 Membership No. : A70218