2.15 Provisions
Provisions are recognized when the Companyhas a present obligation (legal or constructive) asa result of past events, and it is probable that anoutflow of resources embodying economic benefitswill be required to settle the obligation, and areliable estimate can be made of the amount ofthe obligation. When the effect of the time valueof money is material, the Company determines thelevel of provision by discounting the expected cashflows at a pre-tax rate reflecting the current ratesspecific to the liability. When discounting is used, theincrease in the provision due to the passage of timeis recognized as a finance cost. The expense relatingto any provision is presented in the Statement ofprofit and loss net of any reimbursement.
2.16 Share issue expenses
Incremental costs that are directly attributable tothe issue of an equity instrument (i.e. they wouldhave been avoided if the instrument had not beenissued) are deducted from equity.
2.17 Taxes
2.17.1 Current tax
Current tax assets and liabilities for the current andprior years are measured at the amount expectedto be recovered from, or paid to, the taxationauthorities. It is computed using tax rates andtax laws enacted or substantively enacted at thereporting date.
Current income tax relating to items recognizedoutside profit or loss is recognized outside profitor loss (either in other comprehensive incomeor in equity). Current tax items are recognized incorrelation to the underlying transaction either inOCI or directly in equity. Management periodicallyevaluates positions taken in the tax returns withrespect to situations in which applicable taxregulations are subject to interpretation andestablishes provisions where appropriate.
Current tax assets and liabilities are offset only if,the Company:
• has a legally enforceable right to set off therecognized amounts; and
• intends either to settle on a net basis, or to realisethe asset and settle the liability simultaneously.
2.17.2 Deferred tax
Deferred tax is provided using the balance sheetapproach on temporary differences between thetax bases of assets and liabilities and their carryingamounts for financial reporting purposes at the re¬porting date.
Deferred tax liabilities are recognized for all taxabletemporary differences, except:
• Where the deferred tax liability arises from theinitial recognition of goodwill or of an asset orliability in a transaction that is not a businesscombination and, at the time of the transaction,affects neither the accounting profit nor taxableprofit or loss.
• In respect of taxable temporary differencesassociated with investments in subsidiaries,where the timing of the reversal of the temporarydifferences can be controlled and it is probablethat the temporary differences will not reverse inthe foreseeable future.
Deferred tax assets are recognized for all deductibletemporary differences, the carry forward of unused
tax credits and any unused tax losses. Deferred taxassets are recognized to the extent that it is prob¬able that taxable profit will be available againstwhich the deductible temporary differences, andthe carry forward of unused tax credits and unusedtax losses can be utilised Deferred tax assets are re¬viewed at each reporting date and are reduced tothe extent that it is no longer probable that suffi¬cient taxable profit will be available to allow all orpart of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are reassessed ateach reporting date and recognized to the extentthat it has become probable that future taxableprofits will allow the deferred tax asset to be recov¬ered.
Deferred tax assets and liabilities are measured atthe tax rates that are expected to apply in the yearwhen the asset is realised or the liability is settled,using tax rates (and tax laws)that have enacted orsubstantively enacted at the reporting date
Deferred tax relating to items recognized outsideprofit or loss is recognized outside profit or loss (ei¬ther in other comprehensive income or in equity).Deferred tax items are recognized in correlation tothe underlying transaction either in OCI or directlyin equity.
Deferred tax assets and liabilities are offset only if:
• the entity has a legally enforceable right toset off current tax assets against current taxliabilities; and
• the deferred tax assets and the deferred taxliabilities relate to income taxes levied by thesame taxation authority on the same taxableentity.
2.17.3 Goods and services tax /value added taxes paid onacquisition of assets or on incurring expenses
Expenses and assets are recognized net of thegoods and services tax/value added taxes paid,except:
• When the tax incurred on a purchase ofassets or services is not recoverable from thetaxation authority, in which case, the tax paidis recognized as part of the cost of acquisitionof the asset or as part of the expense item, asapplicable
• When receivables and payables are stated withthe amount of tax included
The net amount of tax recoverable from, or payableto, the taxation authority is included as part ofreceivables or payables in the Balance sheet.
2.18 Earning per share
The Company reports basic and diluted earningsper share in accordance with Ind AS33 on Earningsper share. Basic earnings per share are calculatedby dividing the net profit or loss for the year attrib¬utable to equity shareholders by the weighted av¬erage number of equity shares outstanding duringthe period. Partly paid equity shares are treated asa fraction of an equity share to the extent that theyare entitled to participate in dividends relative to afully paid equity share during the reporting year.
For the purpose of calculating diluted earnings pershare, the net profit or loss for the year attributableto equity shareholders and the weighted averagenumber of shares outstanding during the periodare adjusted for the effects of all dilutive potentialequity shares. Dilutive potential equity shares aredeemed converted as of the beginning of the pe¬riod, unless they have been issued at a later date.In computing the dilutive earnings per share, onlypotential equity shares that are dilutive and thateither reduces the earnings per share or increasesloss per share are included.
The weighted average number of ordinary sharesoutstanding during the period and for all periodspresented shall be adjusted for events, other thanthe conversion of potential ordinary shares, thathave changed the number of ordinary shares out¬standing without a corresponding change in re¬sources.
2.19 Segment reporting
Operating segments are reported in a mannerconsistent with the internal reporting provided tothe Chief Operating Decision Maker.
The MD and CEO of the Company has beenidentified as the Chief Operating Decision Maker forthe Company.
2.20 Contingent Liabilities and Contingent Assets
A Contingent Liability a possible obligation thatarises from past events whose existence will be con¬firmed by the occurrence or non-occurrence
of one or more uncertain future events beyond thecontrol of the Company or a present obligation thatis not recognized because it is not probable thatan outflow of resources will be required to settlethe obligation. A contingent liability also arises inextremely rare cases where there is a liability thatcannot be recognized because it cannot be mea¬sured reliably. The Company does not recognize acontingent liability but discloses its existence in theFinancial statements.
A contingent asset is a possible asset that arisesfrom past events and whose existence will be con¬firmed only by the occurrence or non-occurrenceof one or more uncertain future events not whollywithin the control of the entity. Contingent assetsare disclosed, where an inflow of economic bene¬fits are probable. The Company shall not recognisea contingent asset unless the recovery is virtuallycertain.
2.21 T reasury Shares
The Company has created an Employee BenefitTrust (EBT) for providing share-based payment toits employees. The Company uses EBT as a vehiclefor distributing shares to employees under the em¬ployee stock option schemes.
Own equity instruments that are reacquired (trea¬sury shares) are recognized at cost and deductedfrom equity. No gain or loss is recognized in profitor loss on the purchase, sale, issue or cancellation ofthe Company's own equity instruments. Any differ¬ence between the carrying amount and the consid¬eration, if reissued, is recognized in capital reserve.Share options exercised during the reporting peri¬od are satisfied with treasury shares.
2.22 Critical accounting judgements, estimates andassumptions
The preparation of financial statements requires themanagement to make judgments, estimates andassumptions that affects the reported amounts ofassets, liabilities, revenue and expenses and the ac¬companying disclosures, as well as the disclosureof contingent liabilities, at the end of the reportingperiod. Although these estimates are based on themanagement's best knowledge of current eventsand actions, uncertainty about these assumptionsand estimates could result in the outcomes requir¬ing a material adjustment to the carrying amountsof assets or liabilities affected in future periods
Estimates and underlying assumptions are re¬viewed on an ongoing basis. Revisions to estimatesare recognized prospectively.
In particular, information about significant areas ofestimation, uncertainty and critical judgments inapplying accounting policies that have the mostsignificant effect on the amounts recognized in thefinancial statements is included in the followingnotes:
Business model assessment
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 includes judge¬ment reflecting all relevant evidence including howthe performance of the assets is evaluated and theirperformance measured, the risks that affect the per¬formance of the assets and how these are managedand how the managers of the assets are compensated.The Company monitors financial assets measured atamortized cost or fair value through other comprehen¬sive income that are derecognized prior to their ma¬turity to understand the reason for their disposal andwhether the reasons are consistent with the objectiveof the business for which the asset was held. Monitor¬ing is part of the Company's continuous assessment ofwhether the business model for which the remainingfinancial assets are held continues to be appropriateand if it is not appropriate whether there has been achange in business model and so a prospective changeto the classification of those assets.
Fair value of financial instrument
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 (ormost advantageous) market at the measurement dateunder current market conditions (i.e., an exit price) re¬gardless of whether that price is directly observable orestimated using another valuation technique. Whenthe fair values of financial assets and financial liabilitiesrecorded in the balance sheet cannot be derived fromactive markets, they are determined using a variety ofvaluation techniques that include the use of valuationmodels. The inputs to these models are taken fromobservable markets where possible, but where this isnot feasible, estimation is required in establishing fair
values. Judgements and estimates include consider¬ations of liquidity and model inputs related to itemssuch as credit risk (both own and counterparty), fund¬ing value adjustments, correlation and volatility.
Impairment of financial asset
Judgment is required by management in the estima¬tion of the amount and timing of future cash flowswhen determining an impairment allowance for loansand advances. In estimating these cash flows, the Com¬pany makes judgments about the borrower's financialsituation. These estimates are based on assumptionsabout a number of factors such as credit quality, levelof arrears etc. and actual results may differ, resulting infuture changes to the impairment allowance.
Provisions other than impairment on loan portfolio
Provisions are held in respect of a range of future obli¬gations such as employee benefit plans and cash losscontingencies. Some of the provisions involve signifi¬cant judgment about the likely outcome of variousevents and estimated future cash flows. The measure¬ment of these provisions involves the exercise of man¬agement judgments about the ultimate outcomes ofthe transactions. Payments that are expected to be in¬curred after more than one year are discounted at arate which reflects both current interest rates and therisks specific to that provision.
Share Based Payment
Estimating fair value for share-based payment trans¬actions requires determining of the most appropriatevaluation model, which is dependent on the termsand conditions of the grant. This estimate also requiresdetermination of the most appropriate inputs to thevaluation model including the expected life of theshare option, volatility and dividend yield and makingassumptions about them.
Defined employee benefit assets and liabilities
The cost of the defined benefit gratuity plan and thepresent value of the gratuity obligation are determinedusing actuarial valuations. An actuarial valuation in¬volves making various assumptions that may differfrom actual 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 to chang¬es in these assumptions. All assumptions are reviewedat each reporting date.
Other estimates
• Useful lives of depreciable/amortizable assets -Management reviews its estimate of the useful livesof depreciable/amortizable asset at each reportingdate, based on expected utility of assets. Uncertain¬ties in these estimates relate to technical and eco¬nomic obsolescence that may change the utility ofassets
• Recognition of deferred tax assets - The extent towhich deferred tax assets can be recognized isbased on assessment of the probability of the fu¬ture taxable income against which the deferred taxassets can be utilized.
2.23 New standards, interpretations, andamendments:
The Ministry of Corporate Affairs (MCA) notifies newstandards or amendments to the existing standardsunder Companies (Indian Accounting Standards)Rules as issued from time to time. The MCA noti¬fied the Companies (Indian Accounting Standards)Amendment Rules, 2025 to amend the Companies(Indian Accounting Standards) Rules, 2015, as be¬low:
Ind AS 21, The Effects of Changes in ForeignExchange Rates :This amendment is introducedto provide enhanced guidance on assessingcurrency exchangeability and estimating exchangerates when currencies are non-exchangeable toalign with international accounting standards. Theeffective date for adoption of this amendment isannual periods beginning on or after April 1, 2025.The Company has evaluated the amendment andthere is no impact on its financial statements.
Further, for the year ended March 31, 2025, MCAhas notified Ind AS - 117 Insurance Contracts andamendments to Ind AS 116 - Leases, relating to saleand leaseback transactions, applicable to the Com¬pany w.e.f. April 1, 2024. The Company has reviewedthe same and based on its evaluation has deter¬mined that it does not have any significant impacton the Ind AS financial statements.
Currency Swap:
As at March 31, 2025; the Company has entered into currency swaps to hedge foreign currency risks on ExternalCommercial Borrowing (ECB) denominated in USD. The Company has a currency swap agreement whereby it hashedged the risk of changes in foreign exchange rates relating to the cash outflow arising on settlement of its ECB.
Currency and Interest rate swaps
As at March 31, 2024; the Company has entered into currency and interest rate swaps to hedge foreign currencyrisks and interest rate risks, respectively, on External Commercial Borrowing (ECB) denominated in EURO as follows:
Currency Swap: The Company has a currency swap agreement whereby it has hedged the risk of changes in foreignexchange rates relating to the cash outflow arising on settlement of its ECB.
Interest rate Swap: The Company has an interest rate swap agreement whereby the Company receives a variable rateof interest of 6M EURIBOR 4.30% and pays interest at a fixed rate. The swap is being used to hedge the exposure tochanges in the variable interest rate.
The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together withtheir notional amounts.
*a) With reference to the amendment agreement dated December 17, 2019 to the Shareholder's agreement datedSeptember 10, 2018, the Company will institute an employee stock option plan, pursuant to which it will grant andallot 1,352,454 equity shares of the Company to certain identified employees out of which 3,93,150 shares have beenissued to Fusion Employee Benefit Trust till March 31, 2025.
b. Rights, preferences and restrictions attached to equity shares :
The Company has single class of equity shares having par value of 3 10 each (comprising 10,10,23,885 fully paid upEquity Shares of face value of 3 10 each having paid-up value of 3 10 each). Further, the Company has issued 6,10,58,392partly paid up Equity Shares of face value of 3 10 each having paid up value of 3 5/- each by the way of Rights issueon May 02, 2025. The holder of the equity share is entitled to dividend right and voting right in the same proportionas the capital paid-up on such equity share bears to the total paid up equity share capital of the Company. In theevent of liquidation of the Company, the holders of equity shares will be entitled to receive the residual assets of theCompany, after distribution of all preferential amounts, in proportion to the number of equity shares held by theshareholders.
b) With reference to the special resolution passed by the shareholders dated March 26,2023, the Company will institutean employee stock option plan, pursuant to which it will grant and allot 1,000,000 equity shares of the Company tocertain identified employees.
c) Further, with reference to the special resolution passed by the shareholders dated April 23, 2025, the Company willinstitute an employee stock option plan, pursuant to which it will grant and allot 5,000,000 equity shares of theCompany to certain identified employees.
f. No share was allotted without payment being received in cash during the year ended March 31, 2025 and year endedMarch 31, 2024.
g. Pursuant to the Board of Directors approval dated December 04, 2024 for issue of equity shares by way of Rights Issue(“Rights Issue”) for an amount of 3 799.86 crore, the Company had filed Letter of Offer on March 29, 2025. The issueopened for subscription on April 15, 2025 and closed on April 25, 2025. The rights issue was subscribed by 1.5 times.
On May 02, 2025, the Company has allotted partly paid-up 6,10,58,392 Equity Shares by the way of Rights Issue at aprice of 3 131 per Equity Share (including a premium of 3 121 per Equity Share) of which 3 65.50 per Equity Share (35.00 face value and 3 60.50 as a premium per Equity Share) was paid by eligible equity shareholders on applicationand the balance amount shall be payable in one or more subsequent call(s), with terms and conditions such as thenumber of calls and the timing and quantum of each call as may be decided by our Board/ Rights Issue Committee,from time to time, to be completed on or prior to March 31, 2027, or such other extended timelines.
The partly paid-up shares are listed and being traded on the Stock Exchanges i.e. National Stock exchange (NSE) andBSE Limited (BSE) w.e.f. May 12, 2025. Accordingly, the total post rights issue paid up capital including treasury shares is 31,31,55,30,810, comprising 10,10,23,885 Equity Shares of face value of 310 each (full paid-up) and 6,10,58,392 Equity Sharesof face value of 310 each (35/- paid-up).
Pursuant to above, the earnings per share (basic & diluted) has been adjusted for the Bonus element in respect of Rightsissue for the year ended March 31, 2025 and for the year ended March 31, 2024. (refer Note 37 for EPS).
Nature and purpose of other reserve :
Statutory reserve
The said reserve has been created under section 45-IC of Reserve Bank of India Act, 1934. As per the said section, everyNon-banking financial Company shall create a reserve fund and transfer a sum of not less than 20% of net profit everyyear before declaration of dividend.
Securities premium
Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with theprovisions of the Companies Act, 2013.
Treasury Shares
Treasury shares represents shares held by ESOP trust. The Company treats ESOP trust as its extension and shares held byESOP trust are treated as treasury shares. Treasury share amount excluding amount adjusted from equity share capitalare recognized under this head. Exercise price received on equity share issued in excess of face value of share capitalagainst share option exercised are adjusted from treasury shares.
Retained Earnings
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to statutoryreserve, dividends or other distributions paid to shareholders. Retained earnings is a free reserve available to the Companyand eligible for distribution to shareholders, in case where it is having positive balance representing net earnings till date.
186 | Fusion Finance Limited
Employee stock option plan reserve
The said amount is used to recognise the grant date fair value of options issued to employees by the Company.Remeasurement of defined benefit plan
Remeasurements of defined benefit plans represents the following as per Ind AS 19, Employee Benefits:
(a) actuarial gains and losses on defined benefit obligations
(b) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset); and
(c) any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefitliability (asset).
*The Earning per share & weighted average number of equity shares have been adjusted retrospectively for the bonuselement in respect of Rights Issue of the Company allotted after the reporting period but before the signing of financialstatements. The bonus element has been calculated as per Ind AS-33 considering Rights issue as fully paid-up.
38 Segment reporting
The Managing Director(MD) and Chief Executive Officer(CEO) of the Company takes decision in respect of allocationof resources and assesses the performance basis the report/ information provided by functional heads and are thusconsidered to be Chief Operating Decision Maker (CODM).
The Company operates under the principal business segment viz. '"'micro financing activities in India. The CODMviews and monitors the operating results of its single business segment for the purpose of making decisions aboutresource allocation and performance assessment. Accordingly, there are no separate reportable segments inaccordance with the requirements of Ind AS 108 'Operating segment' and hence, there are no additional disclosuresto be provided. There are no individual customer contributing more than 10% of Company's total revenue. There areno operation outside India and hence there is no external revenue or assets which require disclosure.
ii. Defined benefit planGratuity
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of serviceis eligible for gratuity on cessation of employment and it is computed at 15 days salary (last drawn salary) for eachcompleted year of service as per “The Payment of Gratuity Act, 1972 as amended from time to time. The scheme isfunded with an insurance Company in the form of a qualifying insurance policy.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuitywas carried out as at March 31, 2025. The present value of the defined benefit obligations and the related currentservice cost and past year service cost, was measured using the projected unit credit method.
The following tables summarized the components of net benefit expenses recognized in the statement of profit andloss and the funded status and amounts recognized in the balance sheet for the gratuity plan.
(g) Description of risk exposures
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such the Companyis exposed to various risks as follows -
Interest rate risk : The plan exposes the Company to the risk of fall in interest rate. A fall in interest rate will resultin an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value ofliability.
Liquidity Risk : This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arisedue to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not beingsold in time.
Salary Escalation Risk : The present value of the defined benefit plan is calculated with the assumption of salaryincrease rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participantsfrom the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan'sliability.
Investment risk : The probability or likelihood of occurrence of losses relative to the expected return on any particularinvestment.
Demographic Risk : The Company has used certain mortality and attrition assumptions in valuation of the liability.The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Regulatory Risk : Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (asamended from time to time). There is a risk of change in regulations requiring higher gratuity payouts (e.g. Increase inthe maximum limit on gratuity of ^ 20,00,000).
Discount rate : Reduction in discount rate in subsequent valuations can increase the plan's liability.
Mortality & disability : Actual deaths & disability cases proving lower or higher than assumed in the valuation canimpact the liabilities.
Withdrawals : Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawalrates at subsequent valuations can impact plan's liability.
iii Compensated absences
The Company provides compensated absences benefits to the employees of the Company which can be carriedforward to future periods. Amount recognised in the Statement of profit and loss for compensated absences is asunder-
iv The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employmentbenefits received Presidential assent in September 2020. The Code has been published in the Gazette of India.However, the date on which the Code will come into effect has not been notified and the final rules/interpretationhave not yet been issued. The Company will assess the impact of the Code when it comes into effect and will recordany related impact in the year the Code becomes effective.
43 Share based compensation
A. Description of share-based payment arrangements
i. Share option programme (equity settled)
The Company has granted stock options to certain employees of the Company under the 'Employee Stock OptionScheme 2016' (Scheme 2016) and 'Employee Stock Option Scheme 2023' (Scheme 2023). The key terms and conditionsrelated to the grant of the stock options are as follows:
a) The ESOP Scheme 2016 is effective form January 16, 2017 and is administered through a ESOP Trust (Fusion EmployeesBenefit Trust). The ESOP Scheme 2023 has been approved by the members by passing special resolution dated 26thMarch 2023 and is administrated through a ESOP Trust (Fusion Employees Benefit Trust).
b) The scheme provides that, subject to continued employment with the Company, the employees are granted anoption to acquire equity shares of the Company that may be exercised within a specified period.
c) The Company has formed Fusion ESOP Trust on September 27, 2014 to issue ESOPs to employees of the Companyas per the respective scheme. The Company has given interest and collateral free loan to the ESOP trust, to providefinancial assistance to purchase equity shares of the Company under such schemes. The Trust in turn allots the sharesto employees on exercise of their right against cash consideration.
d) As on March 31, 2025, the ESOP trust have 3,70,180 equity shares, (March 31, 2024: 4,03,880). The ESOP Trust does nothave any transaction other than those mentioned above, hence it is treated as an integral part of the Company andaccordingly gets consolidated with the books of the Company. As at March 31, 2025, the Company has reduced theshares allotted to ESOP Trust amounting ^ 0.37 crore (March 31, 2024: ^ 0.40 crore) from the share capital and ^ 10.82crore (March 31, 2024: ^ 11.65 crore) from the share premium. These are shown as treasury shares.
e) The eligible employees shall exercise their option to acquire the shares of the Company within a period of eight yearsfrom the end of vesting period. The plan shall be administered, supervised and implemented by the board.
*Key management personnel are those individuals who have the authority and responsibility for planning and exercising power todirectly or indirectly control the activities of the Company and its employees. The Company considers the members of the Board ofDirectors which include independent directors and Executive Committee to be key management personnel for the purposes of IndAS 24 Related Party Disclosures.
Note 1: The Designation of Mr. Devesh Sachdev has been changed from “Managing Director & CEO” to "Managing Director” w.e.f. March17, 2025
Note 2: Mr. Sanjay Garyali was appointed as Chief Executive Officer w.e.f. March 17, 2025
Note 3: Mr. Pankaj Vaish has completed his tenure as Independent Director on September 21, 2024.
Note 4: Mr. Puneet Gupta has been appointed as additional Independent Director w.e.f. October 05, 2024 which has been regularisedw.e.f. October 30, 2024.
Terms and conditions
All transactions with these related parties are priced on an arm's length basis and at normal commercial terms.
As the provision for gratuity and leave compensation is made for the Company as a whole, the amount pertaining tothe Key Management Personnel is not specifically identified and hence is not included above. The above remunerationdetails are in the nature of short term benefits .
C. Valuation framework
The Company measures fair values using the followingfair value hierarchy, which reflects the significance ofthe inputs used in making the measurements.
Level 1: Inputs that are quoted market prices(unadjusted) in active markets for identical assets orliabilities.
Level 2 : The fair value of financial instruments thatare not traded in active markets is determined usingvaluation techniques which maximize the use ofobservable market data either directly or indirectly,such as quoted prices for similar assets and liabilitiesin active markets, for substantially the full term ofthe financial instrument but do not qualify as Level 1inputs. If all significant inputs required to fair value aninstrument are observable the instrument is includedin level 2.
Level 3 : If one or more of the significant inputs is notbased in observable market data, the instruments isincluded in level 3. That is, Level 3 inputs incorporatemarket participants' assumptions about risk andthe risk premium required by market participants inorder to bear that risk. The Company develops Level 3inputs based on the best information available in thecircumstances.
Valuation techniques include net present value anddiscounted cash flow models. Assumptions andinputs used in valuation techniques include risk-freeand benchmark interest rates, credit spreads andother premium used in estimating discount rates andexpected price volatilities and correlations.
The objective of valuation techniques is to arrive ata fair value measurement that reflects the price thatwould be received to sell the asset or paid to transferthe liability in an orderly transaction between marketparticipants at the measurement date.
The fair values of loans and receivables are estimatedby discounted cash flow models that incorporateassumptions for credit risks, probability of defaultand loss given default estimates. The Company useshistorical experience and other information usedin its collective impairment models. The credit riskis applied as a top-side adjustment based on thecollective impairment model incorporating probabilityof defaults and loss given defaults. The Company hasconsidered carrying amount of loans net of impairment
loss allowance is of reasonable approximation of theirfair value.
The fair values of the Company's fixed rate interest¬bearing debt securities, borrowings and subordinatedliabilities are determined by applying discount ratethat reflects the issuer's borrowing rate as at the end ofthe reporting period. For variable rate interest-bearingdebt securities, borrowings and subordinated liabilities,carrying value represent best estimate of their fair valueas these are subject to changes in underlying interestrate indices as and when the changes happen.
The Company has entered into derivative financialinstruments with counterparty being a financialinstitution with investment grade credit ratings.Currency and Interest rate swaps are valued usingvaluation techniques, which employs the use ofmarket observable inputs. The most frequently appliedvaluation techniques include forward pricing and swapmodels, using present value calculations. The modelsincorporate various inputs including the credit qualityof counterparties, foreign exchange spot and forwardrates, yield curves of the respective currencies, currencybasis spreads between the respective currencies andinterest rate curves. As at March 31, 2025, the mark-to-market value of derivative liability position is net of acredit valuation adjustment attributable to derivativecounterparty default risk.
The Company has measured investments based onmarket value i.e. NAV as at reporting date.
46 Transfers of financial assetsAssignment transactions:
The Company generally enters into assignment deals,as a source of finance. As per the terms of deal, thederecognition criteria as per Ind AS 109 is being met assubstantially all the risks and rewards relating to assetsbeing transferred to the buyer, hence the assets havebeen derecognised. NA
The management evaluates the impact of theassignment transactions done during the year for itsbusiness model. Based on the future business plan, theCompany's business model remains to hold the assetsfor collecting contractual cash flows.
The table below summarises the carrying amountof the derecognized financial assets and the gain onderecognition during the year
47 Financial risk management
Risk is an integral part of the Company's business andsound risk management is critical to the success. As afinancial intermediary, the Company is exposed to risksthat are particular to its lending and the environmentwithin which it operates and primarily includes credit,liquidity and market risks. The Company has a riskmanagement policy which covers risks associated withthe financial assets and liabilities. The risk managementpolicy is approved by the Board of directors.
The Company has identified and implementedcomprehensive policies and procedure to assess,monitor and manage risk through-out the Company.The risk management process is continuouslyreviewed, improved and adopted in the context ofchanging risk scenario and the agility of the riskmanagement process is monitored and reviewed forits appropriateness in the changing risk landscape. Theprocess of continuous evaluation of risks includes stockof the risk landscape on an event driven basis.
The Company has an elaborate process for riskmanagement. Major risks identified by the businessesand functions are systematically addressed throughmitigating actions on a continuing basis.
Risk management framework
The Company's board of directors has overallresponsibility for the establishment and oversight of theCompany's risk management framework. The Boardof directors has established the risk managementcommittee, which is responsible for developing andmonitoring the Company's risk management policies.The committee reports regularly to the board ofdirectors on its activities.
Efficient and timely management of risks involvedin the Company's activities is critical for the financialsoundness and profitability of the Company. Riskmanagement involves the identifying, measuring,monitoring and managing of risks on a regular basis.The objective of risk management is to increaseshareholders' value and achieve a return on equity
that is commensurate with the risks assumed. Toachieve this objective, the Company employs leadingrisk management practices and recruits skilled andexperienced people.
The Company's risk management policies areestablished to identify and analyse the risks facedby the Company, to set appropriate risk limits andcontrols and to monitor risks and adherence to limits.Risk management policies and systems are reviewedregularly to reflect changes in market conditions andthe Company's activities. The Company, through itstraining and management standards and procedures,aims to maintain a disciplined and constructive controlenvironment in which all employees understand theirroles and obligations.
The Company's audit committee oversees howmanagement monitors compliance with theCompany's risk management policies and procedures,and reviews the adequacy of the risk managementframework in relation to the risks faced by the Company.The audit committee is assisted in its oversight roleby internal audit that undertakes both regular andad hoc reviews of risk management controls andprocedures, the results of which are reported to theaudit committee.
A. Credit risk
All derivative activities for risk management purposesare carried out by specialist teams that have theappropriate skills, experience and supervision. It isthe Company's policy that no trading in derivativesfor speculative purposes may be undertaken. Creditrisk arising from derivative financial instrumentsis, at any time, limited to those with positive fairvalues, as recorded on the balance sheet. As per riskmanagement policy of the Company, it only dealswith counterparties, which has good credit rating/worthiness given by external rating agencies or basedon Company's internal assessment. The Board ofDirectors reviews and agrees policies for managingeach of these risks, which are summarised below:
Credit risk is the risk of loss that may occur fromdefaults by our borrowers under our loan agreements.In order to address credit risk, we have stringent creditassessment policies for client selection. Measures suchas verifying client details and usage of credit bureaudata to get information on past credit behaviour alsosupplement the efforts for containing credit risk. Wealso follow a systematic methodology in the openingof new branches, which takes into account factorssuch as the demand for credit in the area; income andmarket potential; and socio-economic and law andorder risks in the proposed area. Further, our clientdue diligence procedures encompass various layers ofchecks, designed to assess the quality of the proposedgroup and to confirm that they meet our criteria.
The Company is a rural focused NBFC-MFI with ageographically diversified presence in India and offerincome generation loans under the joint liability groupmodel, predominantly to women from low-incomehouseholds in Rural Areas. Further, as we focus onproviding micro-loans in rural areas, our results ofoperations are affected by the performance and thefuture growth potential of microfinance in rural India.Our clients typically have limited sources of income,savings and credit histories and our loans are typicallyprovided free of collateral. Such clients generally do nothave a high level of financial resilience, and, as a result,they can be adversely affected by declining economicconditions and natural calamities. In addition, we relyon non-traditional guarantee mechanisms rather thantangible assets as collateral, which may not be effectivein recovering the value of our loans.
The Company's exposure to credit risk is influencedmainly by the individual characteristics of eachcustomer. However, management also considers thefactors that may influence the credit risk of its customerbase, including the default risk associated with theindustry. A financial asset is 'credit-impaired' whenone or more events that have a detrimental impact onthe estimated future cash flows of the financial assethave occurred. Evidence that a financial asset is credit-impaired includes the following observable data:
• significant financial difficulty of the borrower orissuer;
• a breach of contract such as a default or past dueevent.
The Company believes that the Micro financeloans (MFI) have shared risk characteristics (i.e.homogeneous) across various states in India. Similarly,the MSME loans are considered to have shared riskcharacteristics. Accordingly, the Company believes
that these product categories are the best measure ofcredit risk concentration. Refer note 6 for the productwise loan balances.
(a) Probability of default (PD)
PD describes the probability of a loan to eventuallyfalling into stage 3. PD percentage is calculated forentire loan portfolio and is determined by usingavailable historical observations.
PD for stage 1: is derived as percentage of all loans instage 1 moving into stage 3 in 12-months' time.
PD for stage 2: is derived as percentage of all loansin stage 2 moving into stage 3 in the maximumlifetime of the loans under observation. MarginalPD is used in case cash flows/ repayment scheduleis available, else cumulative PD is used.
PD for stage 3: is derived as 100% considering thatthe default occurs as soon as the loan becomesoverdue for 90 days which matches the definitionof stage 3.
Macroeconomic information (such as agriculture,real GDP, consumer prices, domestic demand,inflation, etc.) is incorporated as part of the internalassessment.
In general, it is presumed that credit risk hassignificantly increased since initial recognition if thepayments are more than 30 days past due.
(b) Exposure at default (EAD)
EAD is the sum of outstanding principal and theinterest amount accrued but not received on eachloan as at reporting date.
(c) Loss given default (LGD)
The Company determines its recovery rates byanalysing the recovery trends over different periodsof time after a loan is considered credit impaired.Recovery rate is the total of discounted value of allthe recoveries on the credit impaired loan accountdivided by the outstanding of the loan accountafter its first default. LGD = 1 - (Recovery rate).
(d) Discounting factor (Df)
The discounting factor is computed using theeffective interest rate (EIR) for the portfolio.
(e) Significant increase in credit risk
The Company continuously monitors all assetssubject to ECL. In order to determine whether aninstrument or a portfolio of instruments is subjectto 12 months ECL or life time ECL, the Companyassesses whether there has been a significantincrease in credit risk since initial recognition.Regardless of the change in credit grades, if
contractual payments are more than 30 days pastdue, the credit risk is deemed to have increasedsignificantly since initial recognition.
(f) Expected credit loss on Loans
The Company measures the amount of ECL ona financial instrument in a way that reflects anunbiased and probability-weighted amount. TheCompany considers its historical loss experienceand adjusts the same for current observable data.The key inputs into the measurement of ECL arethe probability of default, loss given default andexposure at default. These parameters are derivedfrom the internal assessment of the historicaldata. In addition, the Company uses reasonableand supportable information on future economicconditions including macroeconomic factorssuch as interest rates, gross domestic product,inflation and expected direction of the economiccycle. Since incorporating these forward lookinginformation increases the judgment as to howthe changes in these macroeconomic factor willaffect ECL, the methodology and assumptions arereviewed regularly.
The Company has applied a three-stage approach tomeasure expected credit losses (ECL) on loans. Assetsmigrate through following three stages based on thechanges in credit quality since initial recognition:
i) Stage 1: 12- months ECL: For exposures wherethere is no significant increase in credit risksince initial recognition and that are not credit-impaired upon origination, the portion of thelifetime ECL associated with the probabilityof default events occurring within the next 12-months is recognized.
ii) Stage 2: Lifetime ECL, not credit-impaired:For credit exposures where there has been asignificant increase in credit risk since initialrecognition but are not credit-impaired, alifetime ECL is recognized.
iii) Stage 3: Lifetime ECL, credit-impaired: Financialassets are assessed as credit impaired uponoccurrence of one or more events that have adetrimental impact on the estimated futurecash flows of that asset. For financial assets thathave become credit-impaired, a lifetime ECL isrecognized and interest revenue is calculatedby applying the effective interest rate to theamortised cost.
At each reporting date, the Company assesseswhether there has been a significant increasein credit risk of its financial assets since initial
recognition by comparing the risk of defaultoccurring over the expected life of the asset. Indetermining whether credit risk has increasedsignificantly since initial recognition, the Companyuses information that is relevant and availablewithout undue cost or effort. This includes theCompany's internal assessment and forward¬looking information to assess deterioration in creditquality of a financial asset.
Expected credit loss on other financial assets
The Company assesses whether the credit riskon a financial asset has increased significantlyon collective basis. For the purpose of collectiveevaluation of impairment, financial assets aregrouped on the basis of shared credit riskcharacteristics, taking into account accountinginstrument type, credit risk ratings, date of initialrecognition, remaining term to maturity, industry,geographical location of the borrower, collateraltype, and other relevant factors.
The Company monitors changes in credit risk bytracking published external credit ratings. In orderto determine whether published ratings remainup to date and to assess whether there has been asignificant increase in credit risk at the reporting datethat has not been reflected in published ratings, theCompany supplements this by reviewing changesin government bond yields together with availablepress and regulatory information about issuers.
48 Liquidity risk
Liquidity risk is the risk that the Company willencounter difficulty in meeting the obligationsassociated with its financial liabilities that aresettled by delivering cash or another financial asset.The Company's approach to managing liquidityis to ensure, that it will have sufficient liquidity tomeet its liabilities when they are due, under bothnormal and stressed conditions, without incurringunacceptable losses or risking damage to theCompany's reputation.
The maturity schedule for all financial liabilitiesand assets are regularly reviewed and monitored.Company has assets liability management (ALM)policy and ALM Committee to review and monitorliquidity risk and ensure the compliance with theprescribed regulatory requirement. Monitoringliquidity risk involves categorizing all assets andliabilities into different maturity profiles andevaluating them for any mismatches in anyparticular maturities, particularly in the short-term.The ALM Policy prescribes the detailed guidelinesfor managing the liquidity risk.
(ii) Price Risk
The Company's exposure to price risk is not materialand it is primarily on account of investment oftemporary treasury surplus in the highly liquid debtfunds for very short durations. The Company has aboard approved policy of investing its surplus funds inhighly rated debt mutual funds and other instrumentshaving insignificant price risk, not being equity funds/risk bearing instruments. As of March 31, 2025, thecompany has exposure to mutual fund 3 2.07 Crore(March 31, 2024 : 3 2.06 Crore).
(iii) Foreign currency risk
The Company is exposed to foreign exchange riskarising from foreign currency transactions. Foreignexchange risk arises from recognized assets andliabilities denominated in a currency that is not thefunctional currency of the Company. To mitigatethe Company's exposure to foreign currency risk,non-rupee cash flows are monitored and derivativecontracts are entered into in accordance with theCompany's risk management policies. Currency risk isthe risk that the value of a financial instrument willfluctuate due to changes in foreign exchange rates.Foreign currency risk arises majorly on account of
foreign currency borrowings. The Company managesits foreign currency risk by entering into cross currencyswaps and forward contract. When a derivative isentered in to for the purpose of being as hedge, theCompany negotiates the terms of those derivativesto match with the terms of the hedge exposure.For hedges of forecasted transactions, the derivativescover the period of exposure from the point the cashflows of the transactions are forecasted up to the pointof settlement of the resulting receivable or payable thatis denominated in the foreign currency.
The Company hedges its exposure to fluctuations on thetranslation into INR of its foreign currency transactionsby using foreign currency swaps and forwards. AtMarch 31, 2025, the Company hedged 100% (March31, 2024: 100%), for entire term of borrowing, of itsexpected interest and principle repayments on Externalcommercial borrowings. This foreign currency risk ishedged by using foreign currency forward contracts.(refer note 2.3.2)
“Details of borrowings denominated in foreign currencyand derivatives (i.e., currency and interest rate swaps)held for risk management purposes as economichedges:”
49 Market risk
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in marketvariables such as interest rates, credit, liquidity etc. The Company is exposed to three type's of market risks as follows:
(i) Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes inmarket interest rates. We are subject to interest rate risk, principally because we lend to clients at fixed interest ratesand for periods that may differ from our funding sources, while our borrowings are at both fixed and variable interestrates for different periods.
We assess and manage our interest rate risk by managing our assets and liabilities. Our Asset Liability ManagementCommittee evaluates asset liability management, and ensures that all significant mismatches, if any, are beingmanaged appropriately. The Company has Board approved Asset Liability Management (ALM) policy for managinginterest rate risk and policy for determining the interest rate to be charged on the loan given.
The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
50 Capital Management Risk
The Company's objective for capital management isto maximize shareholder's value, safeguard businesscontinuity, meet the regulatory requirement andsupport the growth of the Company. The Companydetermines the capital requirement based on annualoperating plans and long-term and other strategicinvestment plans. The funding requirements are met
through borrowings, retained earnings and operatingcash flow generated.
As an NBFC-MFI, the RBI requires us to maintain aminimum capital to risk weighted assets ratio (“CRAR”)consisting of Tier I and Tier II capital of 15% of ouraggregate risk weighted assets. Further, the total ofour Tier II capital cannot exceed 100% of our Tier Icapital at any point of time. (refer note 54) The Capital
management process of the Company ensures tomaintain to healthy CRAR at all the time.
The Company has a board approved policy on resourceplanning which states that the resource planningof the Company shall be based on the Asset LiabilityManagement (ALM) requirement. The policy of theCompany on resource planning will also cover theobjectives of the regulatory requirement. The policyprescribes the sources of funds, threshold for mix from
various sources, tenure manner of raising the funds etc.
For the purpose of the Company's capital management,capital includes equity share capital and other equity.Net debt includes terms loans from banks, NBFC anddebentures includes interest accrued net of cash andcash equivalents and bank balances other than cashand cash equivalents. The Company monitors capitalon the basis of the following gearing ratio.
* These are in respect of demand raised by the Income Tax Authorities for the financial year 2019-20 & 2020-21 whichis disputed by the Company before the Appellate Authorities and the amount given is inclusive of interest accrued ondemand as at March 31, 2025.
**The Company has entered into business correspondence arrangement during the year with the bank. As per theterms of the said agreement, the Company has given the first loss default guarantee (FLDG) in the form of fixed depositamounting to R 4 Crore as at March 31, 2025. (March 31, 2024: R 2 Crore) (Refer Note 4)
B. Commitments
There are no outstanding capital commitment as at March 31, 2025 and March 31, 2024.
C. Contingent assets
There are no contingent assets as at March 31, 2025 and March 31, 2024.
D. The Company has reviewed all litigations having an impact on the financial position, where applicable, has adequatelyprovided for where provision are required . As on March 31, 2025, the Company does not have any litigations pendingwith Income tax authorities, Goods and service authorities and other statutory authorities in the ordinary course ofbusiness requiring any provision to be provided in books of accounts.
E. The Company did not have any long term contract including derivative contract for which there were any materialforeseeable losses.
53 Leases
Company as a lessee
The Company has created right of use assets and lease liability on account of building and vehicle taken on lease as perIND AS 116. The terms of the leases ranges from 2 years to 9 years. The Company has branch offices on lease for which'short term lease' recognition exemption is applied. Accordingly, lease rentals of R 30.22 crore for year ended March 31,2025 (R 23.30 crore for the year ended March 31, 2024 ) on such short term leases has been directly charged to Statementof profit and loss.
Set out below are the carrying amounts of Right of use asset recognized and the movements during the year(Refer note 12):
Note:
The Liquidity Coverage Ratio (LCR) is one of the key parameters closely monitored by RBI to enable a more resilientfinancial sector. The objective of the LCR is to promote an environment wherein Balance Sheet carries a strong liquidityfor short term cash flow requirements. To ensure strong liquidity NBFCs are required to maintain adequate pool ofunencumbered high-quality liquid assets (HQLA) which can be easily converted into cash to meet their stressed liquidityneeds for 30 calendar days. The LCR is expected to improve the ability of financial sector to absorb the shocks arisingfrom financial and/or economic stress, thus reducing the risk of spill over from financial sector to real economy.
The Liquidity Risk Management of the Company is managed by the Asset Liability Committee (ALCO) under thegovernance of Board approved Liquidity Risk Framework and Asset Liability Management policy. The LCR levels for theBalance Sheet date is derived by arriving the stressed expected cash inflow and outflow for the next calendar month. Tocompute stressed cash outflow, all expected and contracted cash outflows are considered by applying a stress of 15%.Similarly, inflows for the Company is arrived at by considering all expected and contracted inflows by applying a haircutof 25%.
The Company for purpose of computing outflows, has considered: (1) all the contractual debt repayments, and (2) otherexpected or contracted cash outflows. Inflows comprises of: (1) expected receipt from all performing loans, and (2) liquidinvestment which are unencumbered and have not been considered as part of HQLA.
For the purpose of HQLA the Company considers: (1) Cash on hand, and (2) Balances with banks - Current Accounts. TheLCR is computed by dividing the stock of HQLA by its total net cash outflows over one-month stress period. As per theguidelines issued by RBI, currently, the Company is required to maintain LCR of 100%.
The Company has obtained extension, of less than 12 months and equal to or more than 12 months from testing datefor said breaches from lenders whose borrowings as of March 31, 2025 aggregate 3 3,748.90 crore and 3 331.02 crorerespectively. As a result, no demand for immediate repayment is anticipated until the extended date from these lenders.The Company is in discussion with the remaining lenders to obtain similar extensions and no demand for immediaterepayment of borrowed fund is made by lenders to date.
ab. Divergence in Asset Classification and Provisioning
There was no instances of divergence in Assets Classification and Provisioning norms identified by RBI which isrequired to be disclosed as per Scale Based Regulations for the year ended March 31, 2025 (March 31, 2024 : Nil)
55 (i) Details of resolution plan implemented under the Resolution Framework for COVID-19-related stress as per RBIcircular dated August 6, 2020 (Resolution Framework 1.0) are not applicable as the Company has not restructured anyloan accounts under resolution framework 1.0.
(ii) The Company has not transferred any non-performing assets (NPAs).
(iii) The Company has not acquired any loans through assignment.
(iv) The Company has not acquired any stressed loan.
57 a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities(“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shalllend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries.
b) No funds have been received by the Company from any other person(s) or entity(ies), including foreign entities(“Funding Parties”) with the understanding, whether recorded in writing or otherwise, that the Company shallwhether, directly or indirectly, lend or invest in other persons or entities identified by or on behalf of the Fundingparty (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
58 The Company is using three accounting software for maintaining its books of account wherein, audit trail feature(edit log facility) as per the requirements of proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, wasavailable throughout the year ended March 31, 2025.
In respect of accounting software for payroll records, Independent service auditor's System and OrganisationControls (SOC 1) Type 2 report had not concluded whether or not the audit trail feature operated throughout theyear for the previous year ended March 31, 2024. In respect of accounting software for loan records, the requirementsof audit trail had not been covered in Independent service auditor's System and Organisation Controls (SOC 1)Type 2 report for the previous year ended March 31, 2024.
Notes to above :
Total risk-weighted assets represents the weighted average of funded and non-funded items after applying the riskweights as assigned by the RBI.
Tier I capital means owned funds as reduced by investment in shares of other NBFCs and in shares, debentures, bonds,outstanding loans and advances, including hire purchase and lease finance made to and deposits with subsidiaries andcompanies in the same group exceeding, in aggregate, 10% of the owned fund.
Tier II capital includes preference share capital, revaluation reserves, general provisions and loss reserves, hybrid debtcapital instruments and subordinate debts to the extent the aggregate does not exceed Tier I capital.
“High Quality Liquid Assets (HQLA)” means liquid assets that can be readily sold or immediately converted into cash atlittle or no loss of value or used as collateral to obtain funds in a range of stress scenarios.
Total net cash outflows is defined as the total expected cash outflows minus total expected cash inflows for thesubsequent 30 calendar days
60 During the year ended March 31, 2025, the Company recorded an allowance for Expected Credit Loss (“ECL”) of^ 1,864.91 crore, in respect of loans given, with a corresponding charge to the Statement of Profit and Loss, consequentto a significant increase in credit risk evidenced by slowing and delayed collections. In preparing this statement, theCompany has not evaluated whether any of these allowances should have been recognized in any of the prior periodpresented because of limitations in objectively determining information relating to assumptions and circumstancesas it existed in those prior periods. As a result, the Company has concluded that it was impracticable to evaluate anddetermine any amounts for retrospective recognition and measurement in those prior periods.
61 The Statement for the quarter and year ended March 31, 2025 has been prepared on a going concern basis. As atMarch 31, 2025, the Company had breached various financial covenants (in respect of borrowings amounting to^ 4,762.62 crore as at March 31, 2025) resulting in these borrowings becoming repayable on demand. The Company hasobtained extension, of less than 12 months and equal to or more than 12 months from testing date for said breachesfrom lenders whose borrowings as of March 31, 2025 aggregate ^ 3,748.90 crore and ^ 331.02 crore respectively. As aresult, no demand for immediate repayment is anticipated until the extended date from these lenders. The Companyis in discussion with the remaining lenders to obtain similar extensions and no demand for immediate repaymentof borrowed fund is made by lenders to date. Additionally, the Company holds Cash and Cash equivalents and liquidassets aggregating ^ 798.36 crores in as at March 31, 2025.
Subsequent to the year end, the Company has completed the rights issue for equity infusion aggregating to 3 799.86crore as mentioned in Note 25 (g).
The Company's ability to continue as a going concern is dependent on obtaining waivers from demand by lendersfor immediate repayment of borrowings for a period of at least twelve months from the balance sheet; and / orsecuring sufficient funds through other sources such as (i) successful sale of loans; (ii) rights issue and (iii) refinancingof borrowings.
Consequently, as a matter of prudence and in compliance with the requirements of Indian Accounting Standard (IndAS) 12 Income Taxes, the net deferred tax asset (net) carried at 3 91.67 crore as of March 31, 2024, has been reversedduring the current financial year.
62 The managerial remuneration paid to the Managing Director of the Company is 3 6.32 crore for the current financialyear which exceeds the prescribed limits under Section 197 read with Schedule V to the Companies Act, 2013 by3 4.81 crore. As per the provision of the act, the excess amount is subject to approval of the shareholders which theCompany proposes to obtain in the forthcoming General Meeting. The excess amount is determined as per ScheduleV to the Companies Act, 2013.
63 With regard to the new amendments under “Division III of Schedule III” under "Part II - Statement of Profit and Loss- General Instructions for preparation of Statement of Profit and Loss”
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending againstthe company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond thestatutory period.
(iv) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.
(v) The Company has not any such transactions which is not recorded in the books of accounts that has beensurrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
for and on behalf of the Board of Directors ofFusion Finance Limited
CIN : L65100DL1994PLC061287
Devesh Sachdev Ratna Dharashree Vishwanathan
Managing Director Director
DIN : 02547111 DIN : 07278291
Sanjay Garyali Gaurav Maheshwari
Chief Executive Officer Chief Financial Officer
M. No. 403832
Deepak Madaan
Company Secretary and Chief Compliance OfficerM. No. A24811
Place: GurugramDate: May 23, 2025