(p) Provisions and contingent liabilities
Provisions are recognized when the Company has a present, legal or constructive obligation as a result ofa past event and it is probable that an outflow of resources will be required to settle the obligation, and areliable estimate of the amount of the obligation can be made. Provisions are determined based on thebest estimate required to settle the obligation at the Balance Sheet date. Provisions are reviewed at eachBalance Sheet date and adjusted to reflect current best estimates.
Provisions are measured at the present value of management's best estimate of the expenditure requiredto settle the present obligation at the end of the reporting period. The discount rate used to determinethe present value is a pre-tax rate that reflects current market assessments of the time value of moneyand the risks specific to the liability. The increase in the provision due to the passage of time is recognizedas interest expense.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmedby the occurrence or non-occurrence of one or more uncertain future events beyond the control of theCompany or a present obligation that is not recognized because it is not probable that an outflow ofresources will be required to settle the obligation. A contingent liability also arises in extremely rare caseswhere there is a liability that cannot be recognized because it cannot be measured reliably. The Companydoes not recognize a contingent liability but discloses its existence in the financial statements. A disclosurefor a contingent liability is made where there is a possible obligation arising out of past events, theexistence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertainfuture events not wholly within the control of the Company or a present obligation arising out of a past
event where it is either not probable that an outflow of resources will be required to settle or a reliableestimate of the amount cannot be made.
(q) Paid-up equity
Incremental costs directly attributable to the issue of new shares or options are shown in equity as adeduction, net of tax, from the proceeds.
(r) Dividends
The Company recognizes a liability to make cash or non-cash distributions to equity holders of the Companywhen distribution is authorized and the distribution is no longer at the discretion of the Company. As perthe corporate laws in India, a distribution is authorized when it is approved by the shareholders. Acorresponding amount is recognized directly in equity.
(s) Earnings per share
(i) Basic Earnings per Share
Basic earnings per share is calculated by dividing the net profit for the period attributable to equityshareholders by the weighted average number of equity shares outstanding during the financialyear. Earnings considered in ascertaining the Company's earnings per share is the net profit for theperiod after deducting any attributable tax thereto for the period. The weighted average number ofequity shares outstanding during the period and for all periods presented is adjusted for events, suchas bonus shares, other than the conversion of potential equity shares that have changed the numberof equity shares outstanding, without a corresponding change in resources.
(ii) Diluted Earnings per Share
For the purpose of calculating diluted earnings per share, the net profit or loss for the periodattributable to equity shareholders and the weighted average number of shares outstanding duringthe period is adjusted for the effects of all dilutive potential equity shares.
B. Significant Accounting Policies:
This note provides a list of the significant accounting policies adopted in the preparation of these standalonefinancial statements. These policies have been consistently applied to all the years presented, unless otherwisestated.
(a) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chiefoperating decision maker. The chief operating decision maker, who is responsible for allocating resourcesand assessing performance of the operating segments, has been identified as the Board of Directors thatmakes strategic decisions for the Company. Refer note 36 for segment information presented.
(b) Foreign currency translationFunctional and presentation currency
Items included in the standalone financial statements of the Company are measured using the currency ofthe primary economic environment in which the entity operates ('the functional currency'). The standalonefinancial statements are presented in Indian rupee (INR), which is the Company's functional and presentationcurrency.
Initial Recognition
Foreign currency transactions are recorded in Indian currency, by applying the exchange rate between theIndian currency and the foreign currency at the date of transaction.
Conversion
Monetary items, designated in foreign currencies are revalued at the rate prevailing on the date ofBalance Sheet.
Exchange Differences
Exchange differences arising on the settlement and conversion of foreign currency transactions arerecognized as income or as expenses in the year in which they arise, except in cases where they relate to
the acquisition of qualifying assets, in which cases they were adjusted in the cost of the correspondingasset.
(c) Leases
The determination of whether a contract is (or contains) a lease is based on the substance of the contractat the inception of the lease. The contract is, or contains, a lease if the contract conveys the right to controlthe use of an identified asset for a period of time in exchange for consideration.
Company as a Lessee
At the commencement date, a lessee shall recognise a right-of-use asset and a lease liability. A lessee shallmeasure the lease liability at the present value of the lease payments that are not paid at that date. Thelease payments shall be discounted using the interest rate implicit in the lease, if that rate can be readilydetermined. If that rate cannot be readily determined, the lessee shall use the lessee's incrementalborrowing rate.
The Company uses the practical expedient to apply the requirements of Ind AS 116 to a portfolio of leaseswith similar characteristics if the effects on the financial statements of applying to the portfolio does notdiffer materially from applying the requirement to the individual leases within that portfolio.
However, when the lessee and the lessor each have the right to terminate the lease without permissionfrom the other party with no more than an insignificant penalty the Company considers that lease to be nolonger enforceable. Also according to Ind AS 116, for leases with a lease term of 12 months or less(short-term leases) and for leases for which the underlying asset is of low value, the lessee is not requiredto recognize right-of-use asset and a lease liability. The Company applies both recognition exemptions.
Right of use asset
Right-of-use assets, which are included under property, plant and equipment, are measured at cost lessany accumulated depreciation and, if necessary, any accumulated impairment. The cost of a right-of-useasset comprises the present value of the outstanding lease payments plus any lease payments made at orbefore the commencement date less any lease incentives received, any initial direct costs and an estimateof costs to be incurred in dismantling or removing the underlying asset. In this context, the Company alsoapplies the practical expedient that the payments for non-lease components are generally recognized aslease payments.
If the lease transfers ownership of the underlying asset to the lessee at the end of the lease term or if thecost of the right-of-use asset reflects that the lessee will exercise a purchase option, the right-of-use assetis depreciated to the end of the useful life of the underlying asset. Otherwise, the right-of-use asset isdepreciated to the end of the lease term.
Lease liability
Lease liabilities, which are assigned to financing liabilities, are measured initially at the present value ofthe lease payments. Subsequent measurement of a lease liability includes the increase of the carryingamount to reflect interest on the lease liability and reducing the carrying amount to reflect the leasepayments made.
Lease modification
For a lease modification that is not accounted for as a separate lease, the Company accounts for the re¬measurement of the lease liability by making a corresponding adjustment to the right-of-use asset.
Company as Lessor
A lessor shall classify each of its leases as either an operating lease or a finance lease. A lease is classifiedas a finance lease if it transfers substantially all the risks and rewards incidental to ownership of anunderlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risksand rewards incidental to ownership of an underlying asset.
Amounts due from lessees under finance leases are recorded as receivables at the company's net investmentin the leases. Finance lease income is allocated to accounting periods to reflect a constant periodic rate ofreturn on the net investment outstanding in respect of the lease.
Where the Company is a lessor under an operating lease, the asset is capitalised within property, plant andequipment and depreciated over its useful economic life. However, if there is no reasonable certainty thatthe Company will obtain possession of the asset upon end of the lease term, the asset is depreciated over
the shorter of the estimated useful life of the asset and the lease term.
Rental income from operating lease is recognised on a straight-line basis over the term of the relevantlease unless the payments to the lessor are structured to increase in line with expected general inflation tocompensate for the lessor's expected inflationary cost increases or another systematic basis is available.Initial direct costs incurred in negotiating and arranging an operating lease are added to the carryingamount of the leased asset and recognised over the lease term on the same basis as rental income.Contingent rents are recognised as revenue in the period in which they are earned.
(d) Post-employment and other employee benefits
Post-employment benefits are employee benefits (other than termination benefits and short-termemployee benefits) that are payable after the completion of employment.
Provident fund
Provident fund is a defined contribution plan covering eligible employees. The Company and the eligibleemployees make a monthly contribution to the provident fund maintained by the Regional Provident FundCommissioner equal to the specified percentage of the basic salary of the eligible employees as per thescheme. The contributions to the provident fund are charged to the statement of profit and loss for theyear when the contributions are due. The Company has no obligation, other than the contribution payableto the provident fund.
Gratuity
At present the Company has no Gratuity plan asset. The present value of the obligation under such definedbenefit plan is determined based on the actuarial valuation using the Projected unit credit method.
Remeasurements, comprising of actuarial gains and losses, excluding amounts included in net interest onthe net defined benefit liability and the return on plan assets (excluding amounts included in net intereston the net defined benefit liability), are recognised immediately in the balance sheet as asset/liability witha corresponding debit or credit to retained earnings through OCI in the period in which they occur.
Remeasurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognised in statement of profit and loss on the earlier of:
• The date of the plan amendment or curtailment, and
• The date that the Company recognises related restructuring costs
• Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.The Company recognises the following changes in the net defined benefit obligation as an expense inthe statement of profit and loss:
• Service costs comprising of current service costs, past-service costs, gains and losses on curtailmentsand non-routine settlements; and
• Net interest expense or incomeCompensated Absences
Accumulated leave, which is expected to be utilized within the next twelve months, is treated as short¬term employee benefit. The Company measures the expected cost of such absences as the additionalamount that it expects to pay as a result of the unused entitlement that has accumulated at the reportingdate. The Company treats accumulated leave expected to be carried forward beyond twelve months, aslong-term employee benefit for measurement purposes. Such long-term compensated absences areprovided for based on the actuarial valuation using the projected unit credit method at the reporting date.
Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. TheCompany presents the entire leave encashment liability as a current liability in the balance sheet, to theextent it does not have an unconditional right to defer its settlement for twelve months after the reportingdate. Where the Company has the unconditional legal and contractual right to defer the settlement for aperiod beyond twelve months, the same is presented as non-current liability.
2. Significant accounting judgements, estimates and assumptions
The preparation of the Company's standalone financial statements requires management to make judgments,estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, andthe accompanying disclosures, and the disclosure of contingent liabilities. This note provides an overview of theareas that involve a higher degree of judgments or complexities and of items which are more likely to bematerially adjusted due to estimates and assumptions turning out to be different than those originally assessed.Detailed information about each of these judgments, estimates and assumptions is mentioned below.
Judgments, estimates and assumptions are continually evaluated. They are based on historical experience andother factors, including expectations of future events that may have a financial impact on the Company andthat are believed to be reasonable under the circumstances.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reportingdate, that have a significant risk of causing a material adjustment to the carrying amounts of assets andliabilities within the next financial year, are described below. The Company based its assumptions and estimateson parameters available when the financial statements were prepared. Existing circumstances and assumptionsabout future developments, however, may change due to market changes or circumstances arising that arebeyond the control of the Company. Such changes are reflected in the assumptions when they occur.
i. Fair value measurement of unquoted financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot bemeasured based on quoted prices in active markets, their fair value is measured using valuation techniques.The inputs to these models are taken from observable markets where possible, but where this is notfeasible, a degree of judgement is required in establishing fair values. Judgements include considerationsof inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors couldaffect the reported fair value of financial instruments. See Note 33 for further disclosures.
ii. Deferred Tax
At each balance sheet date, the Company assesses whether the realization of future tax benefits issufficiently probable to recognize deferred tax assets. This assessment requires the use of significantestimates with respect to assessment of future taxable income. The recorded amount of total deferredtax asset could change if estimates of projected future taxable income or if changes in current tax regulationsare enacted.
(b) Terms/ rights attached to equity shares
The Company has only one class of issued equity shares having a par value of Rs.5/- per share. Each holder ofequity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. Thedividend, proposed by the Board of Directors, if any, is subject to the approval of the shareholders in theensuing Annual General Meeting. In the event of liquidation of the Company, the holders of Equity Shares willbe entitled to receive surplus assets of the Company, remaining after distribution of all preferential amounts.The dividend paid during the year Rs. Nil (F.Y. 2023-24 - Rs. Nil)]
(c) Aggregate number of bonus shares issued, shares issued for consideration other than cashand shares bought back during the period of five years immediately preceding the reportingdate
There are no bonus shares issued, shares issued for consideration other than cash and shares bought backduring the period of five years immediately preceding reporting date.
Nature and purpose of reserves:
i General reserve : Under the erstwhile Companies Act, 1956, a general reserve was created through anannual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequentto the introduction of the Companies Act, 2013, the requirement to mandatory transfer a specified percentageof net profit to general reserve has been withdrawn. There is no movement in General Reserve since transferunder the scheme of arrangement.
ii Capital reserve : It is the reserve pertaining to the investment undertaking transferred to the ResultantCompany, i.e. BF Investment Ltd., Consequent to the scheme of arrangement approved by High Court ofjudicature, Mumbai during F.Y. 2009-2010.
iii Capital Redemption Reserve : An erstwhile subsidiary of BF Utilities Ltd. (amalgamated company) hadpreference capital. At the time of redemption of said preference capital, Redemption reserve was created,which has since got transferred to BF Investment Ltd. by means of scheme of arrangement.
iv Statutory Reserve Fund : Under sec 45IC(1) of RBI act, every NBFC has to transfer 20% of it's post taxprofits to a corpus termed as Reserve Fund.
v FVTOCI Equity investment reserve: The Company has elected to recognise changes in the fair value ofinvestment in equity shares in other comprehensive income. These changes are accumulated within theFVTOCI investment reserve within equity. The Company will transfer amounts from the said reserve toretained earnings when the relevant equity shares are de-recognised.
32 Gratuity and other post-employment benefit plansGratuity planUnfunded scheme
The Company has a defined benefit gratuity plan for its employees. The gratuity plan is governed by the Paymentof Gratuity Act, 1972 and the Scheme framed by the Company. Under the Act, every employee who has completedfive years of service is entitled to specific benefit. The level of benefits provided depends on the employee'slength of service and salary at retirement age. Every employee who has completed five years but not more thanfifteen years of service gets a gratuity on departure at 15 days salary (last drawn) for each completed year ofservice as per the provisions of the Payment of Gratuity Act, 1972. Every employee who has completed fifteenyears of service gets a gratuity on departure at one month's salary (last drawn) for each completed year ofservice, subject to maximum for 20 months' salary as per the Scheme of the Company.
Risk exposure and asset-liability matching
Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companiestake on uncertain long-term obligations to make future benefit payments.
1) Liability risks
a) Asset-liability mismatch risk
Risk arises if there is a mismatch in the duration of the assets relative to the liabilities. By matchingduration with the defined benefit liabilities, the Company is successfully able to neutralize valuationswings caused by interest rate movements.
b) Discount rate risk
Variations in the discount rate used to compute the present value of the liabilities may seem small, but inpractice can have a significant impact on the defined benefit liabilities.
c) Future salary escalation and inflation risk
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes.Rising salaries will often result in higher future defined benefit payments resulting in a higher presentvalue of liabilities especially unexpected salary increases provided at management's discretion may leadto uncertainties in estimating this increasing risk.
2) Asset risks
At present the Company has not opted for any asset plan.
In respect of the above plans, the most recent actuarial valuation of the plan assets and the present value ofthe defined benefit obligation were carried out as at 31 March 2025 by a member firm of the Institute ofActuaries of India. The present value of the defined benefit obligation, and the related current service costand past service cost, were measured using the projected unit credit method.
The following table summarises the components of net benefit expense recognised in the statement ofprofit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plan.
The principal assumptions used in determining gratuity for the Company's plan is shownbelow:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined usingvaluation techniques which maximise the use of observable market data and rely as little as possible onentity-specific estimates. If all significant inputs required to fair value an instrument are observable, theinstrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument isincluded in level 3.
ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- The use of quoted market prices or dealer quotes for similar instruments
- The fair value for preference shares is determined using discounted cash flow analysis (KSL HoldingPrivate Limited, Kalyani Technoforge Limited and Kalyani Financial Services Private Limited)
- The fair value for loans is determined using discounted cash flow analysis (Loans to BF Utilities Limited,Nandi Infrastructure Corridor Enterprise Limited and Nandi Economic Corridor Enterprises Limited).
- The fair value for compulsorily convertible debentures is determined using asset approach (Net AssetValue method).
- The fair value for unquoted equity shares are determined using cost approach.
iii) Valuation process
The Company performs the valuations of assets and liabilities required for financial reporting purposes. TheCompany appoints external valuation experts whenever the need arises for level 3 fair valuation. Discussionsof valuation processes and results are held between the Company and the valuation experts periodically, inline with the Company's annual reporting period.
iv) Fair value of financial assets and liabilities measured at amortised cost
The carrying amounts of such financial assets and liabilities are a reasonable approximation of their fairvalues.
34 Financial risk management
Presented below is a description of the risks (market risk and liquidity risk) together with a sensitivity analysis,performed annually, of each of these risks based on selected changes in market rates and prices. These analysesreflect management's view of changes which are reasonably possible to occur over a one-year period.
I Market RiskA Price risk
The Company's exposure to equity securities price risk arises from investments held by the Company andclassified in the balance sheet whether at fair value through Other Comprehensive Income or at fairvalue through profit and loss.
To manage its price risk arising from investments in equity securities, the Company diversifies the portfolio.
The majority of Company's equity investments are publically traded and are included in the BSE and NSEindices.
II Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding throughan adequate amount of committed credit facilities to meet obligations when due and to close out marketpositions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility infunding by maintaining availability under committed credit lines. Management monitors rolling forecasts ofthe Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. In addition,the Company's liquidity management policy involves projecting cash flows and considering the level of liquidassets necessary to meet these debt financing plans.
i) Maturities of financial liabilities
The tables below analyse the Company's financial liabilities into relevant maturity groupings based ontheir contractual maturities:
36Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chiefoperating decision maker. The board of directors has been identified as the chief operating decision maker.
The Company is in the business of making investments in group companies, focusing on earning income throughdividends, interest and gains on investment held, which is a single segment in accordance with Ind AS 108 -"Operating segment" notified pursuant to Companies (Indian Accounting Standards) Rules, 2015 as amended.
All assets are in India.
37 Corporate social responsibility (CSR)
The Company has formed Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy inaccordance with the provisions of section 135 of the Companies Act, 2013 and the Companies (Corporate SocialResponsibility Policy) Rules, 2014. The Company recognizes CSR spends as and when incurred. Relevant details forthe financial year covered by these statements are as under.
The Company receives majority of its dividends from Indian companies that comply with the provisions of section135 of the Act. As per Companies (Corporate Social Responsibility Policy) Rules, 2014 such dividend amount isexcluded from the net profit for the calculation of amount of CSR expenditure for the period.
Details of shortfall and reasons for shortfall
During the year ended March 31, 2025, as against the required expenditure of Rs. 2.02 Million, the amount ofRs. 2.02 million remain unspent. The unspent amount for the year ended March 31, 2025 has been transferred tothe unspent CSR account and the same shall be utilised by the Company in the next 3 years for CSR projectsundertaken by the Company.
3 8 Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Schemeof Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5th February,2010 referred to herein before, could not be transferred in the name of the Company as at 31st March, 2025. TheCompany is in the process of completing the required legal formalities.
3 9 Long term loans given :
The Company has given letter of subordination to Nandi Economic Corridor Enterprises Ltd. (NECE) and Airro(Mauritius) Holdings V, whereby the Company has agreed to subordinate the interest free unsecured loan of Rs.1,160,520,067 (Previous Year: Rs. 1,160,520,067) granted by it to NECE, until the entire stakeholding of Airro(Mauritius) Holdings V in NECE Ltd. is completely sold off or all the amounts payable by NECE Ltd. to Airro(Mauritius) Holdings V in terms of the Shareholders Agreement dated 24th December, 2010, between Airro(Mauritius) Holdings V and NECE Ltd. are fully paid off. The Company has given Interest free unsecured loans ofRs. 105,000,000/- (P.Y. Rs. 130,000,000/-) and Rs. 30,000,000/- (P.Y. Rs.30,000,000/-) to BF Utilities Ltd. &Nandi Infrastructure Corridor Enterprise Ltd. respectively. These loans are repayable over 10 & 30 year periodrespectively, commencing from 1st April, 2018.
42 Additional regulatory information required by Schedule III to the Companies Act, 2013:
i) The Company does not have any benami property held in its name. No proceedings have been initiated on orare pending against the Company for holding benami property under the Benami Transactions (Prohibition)Act, 1988 (45 of 1988) and Rules made thereunder.
ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender orgovernment or any government authority.
iii) The Company has complied with the requirement with respect to number of layers as prescribed undersection 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules,2017.
(iv) Utilisation of borrowed funds and share premium:
- 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 whatsoeverby or on behalf of the Company (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
- The Company has not received any fund from any person(s) or entity(ies), including foreign entities(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Companyshall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(v) There is no income surrendered or disclosed as income during the year in tax assessments under the IncomeTax Act, 1961 (such as search or survey), that has not been recorded in the books of account.
(vi) The Company did not have any material transactions with companies struck off under Section 248 of theCompanies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.
(vii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond thestatutory period.
4 4 Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the currentyear's classification / disclosure.
As per our attached report of even date, For and on behalf of the Board of Directors of
BF INVESTMENT LIMITED
For P. G. BHAGWAT LLP S. G. Joglekar B. S. Mitkari
Chartered Accountants Director Director
(FRN No. 101118W/ W100682) DIN: 00073826 DIN: 03632549
Purva Kulkarni Akshay Jagtap G. P. Pendse
Partner Chief Executive Officer & Company Secretary
Membership No. 138855 Chief Financial Officer Membership No. : A64136
Place : Pune Place : Pune
Date : May 29, 2025 Date : May 29, 2025