Provision is recognized when the Company has a present obligation as a result of past event, it is probable that anoutflow of resources embodying economic benefits will be required to settle the obligation, in respect of which areliable estimate can be made. Provisions are not discounted to its present value and are determined based onbest estimate of the expenditure required to settle the obligation at the Balance Sheet date. These are reviewedat each Balance Sheet date and adjusted to reflect the current best estimate.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence ofwhich will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events notwholly within the control of the Company or a present obligation that arises from past events where it is eithernot probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannotbe made.
Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax and deferredtax is recognized in the Profit and Loss except when it relates to items that are recognized in Other ComprehensiveIncome.
Current tax is the amount of expected tax payable based on the taxable profit for the year as determined inaccordance with the applicable tax rates and the provisions of the Income Tax Act, 1961.
Deferred tax is recognized using the Balance Sheet approach. It represents temporary differences between thecarrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in thecomputation of taxable profit. Deferred tax liabilities are recognized for all taxable temporary differences.Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable thattaxable profits will be available against which those deductible temporary differences can be utilised. Suchdeferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition(other than in a business combination) of assets and liabilities in a transaction that affects neither the taxableprofit nor the accounting profit. In addition, deferred tax liabilities are not recognized if the temporary differencearises from the initial recognition of goodwill. The carrying amount of deferred tax assets is reviewed at the endof each reporting year and reduced to the extent that it is no longer probable that sufficient taxable profits willbe available to allow all or part of the asset to be recovered.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in theform of adjustment to future income tax liability, is considered as a Deferred tax asset if there is convincingevidence that the Company will pay normal income tax in future years. Accordingly, MAT is recognized as an assetin the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year in which theliability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantivelyenacted by the end of the reporting year.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current taxassets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxationauthority.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability orequity instrument of another entity.
The Company classifies its financial assets in the following measurement categories:
> Those to be measured subsequently at fair value (either through other comprehensive income, or throughprofit or loss).
> Those measured at amortized cost.
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flowcharacteristics and the Company's business model for managing them.
In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs togive rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amountoutstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financialassets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespectiveof the business model.
The Company's business model for managing financial assets refers to how it manages its financial assets in orderto generate cash flows. The business model determines whether cash flows will result from collecting contractualcash flows, selling the financial assets, or both.
Financial assets classified and measured at amortized cost are held within a business model with the objective tohold financial assets in order to collect contractual cash flows while financial assets classified and measured at fairvalue through OCI are held within a business model with the objective of both holding to collect contractual cashflows and selling.
For purposes of subsequent measurement financial assets are classified in following categories:
> Financial assets at amortized cost
> Financial assets at fair value through other comprehensive income (FVTOCI) with recycling of cumulative gainsand losses (debt instruments)
> Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses uponderecognition (equity instruments)
> Financial assets at fair value through profit or loss
A 'financial asset' is measured at the amortized cost if both the following conditions are met:
Business Model Test: The objective is to hold the financial asset to collect the contractual cash flows (rather thanto sell the instrument prior to its contractual maturity to realize its fair value changes) and;
Cash flow characteristics test: The contractual terms of the financial asset give rise on specific dates to cash flowsthat are solely payments of principal and interest on principal amount outstanding.
This category is most relevant to the Company. After initial measurement, such financial assets are subsequentlymeasured at amortized cost using the effective interest rate (EIR) method. Amortized cost is calculated by takinginto account any discount or premium on acquisition and fees or costs that are an integral part of EIR. EIR is therate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument ora shorter period, where appropriate, to the gross carrying amount of the financial asset. When calculating theeffective interest rate, the Company estimates the expected cash flows by considering all the contractual termsof the financial instrument but does not consider the expected credit losses. The EIR amortization is included inother income in profit or loss. The losses arising from impairment are recognized in the profit or loss. This categorygeneral applies to trade and other receivables.
Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changesin fair value recognized in the statement of profit and loss.
Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instrumentsdesignated at fair value through OCI when they meet the definition of equity under Ind AS 32 FinancialInstruments: Presentation and are not held for trading. The classification is determined on an instrument-by¬instrument basis. Equity instruments which are held for trading and contingent consideration recognized by anacquirer in a business combination to which Ind AS103 applies are classified as at FVTPL.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as otherincome in the statement of profit and loss when the right of payment has been established, except when theCompany benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, suchgains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairmentassessment.
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets)is primarily derecognized (i.e. removed from the Company's statement of financial position) when:
> The rights to receive cash flows from the asset have expired, or
> the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation topay the received cash flows in full without material delay to a third party under a "pass through" arrangementand either;
Ý the Company has transferred substantially all the risks and rewards of the asset, or
Ý the Company has neither transferred nor retained substantially all the risks and rewards of the asset, buthas transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass¬through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. Whenit has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred controlof the asset, the Company continues to recognize the transferred asset to the extent of the Company's continuinginvolvement. In that case, the Company also recognizes an associated liability. The transferred asset and theassociated liability are measured on a basis that reflects the right and obligations that the Company has retained.
In accordance with IND AS 109, the Company applies expected credit losses (ECL) model for measurement andrecognition of impairment loss on the following financial asset and credit risk exposure
> Financial assets measured at amortized cost;
> Financial assets measured at fair value through other comprehensive income (FVTOCI);
ECLs are based on the difference between the contractual cash flows due in accordance with the contract and allthe cash flows that the Company expects to receive, discounted at an approximation of the original effectiveinterest rate. The expected cash flows will include cash flows from the sale of collateral held or other creditenhancements that are integral to the contractual terms.
ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in creditrisk since initial recognition, ECLs are provided for credit losses that result from default events that are possiblewithin the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significantincrease in credit risk since initial recognition, a loss allowance is required for credit losses expected over theremaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
The Company follows "simplified approach" for recognition of impairment loss allowance on:
> Trade receivables or contract revenue receivables without significant financial element;
> All lease receivables resulting from the transactions within the scope of Ind AS 116 -Leases
Under the simplified approach, the Company does not track changes in credit risk. Rather, it recognizesimpairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. TheCompany uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables.The provision matrix is based on its historically observed default rates over the expected life of trade receivableand is adjusted for forward looking estimates. At every reporting date, the historical observed default rates areupdated and changes in the forward looking estimates are analyzed.
ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in thestatement of profit and loss. This amount is reflected under the head 'other expenses' in the statement of profitand loss.
Financial liabilities are classified at initial recognition as financial liabilities at fair value through profit or loss, loansand borrowings, and payables, net of directly attributable transaction costs. All financial liabilities are recognizedinitially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transactioncosts. The Company financial liabilities include trade payables, liabilities towards services, and other payables.
For purposes of subsequent measurement, financial liabilities are classified in two categories:
> Financial liabilities at fair value through profit or loss
> Financial liabilities at amortized cost (loans and borrowings)
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financialliabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classifiedas held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includesderivative financial instruments.
Gains or losses on liabilities held for trading are recognized in the statement of profit and loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such atthe initial date of recognition, and only if the criteria in IND AS 109 are satisfied. For liabilities designated as FVTPL,fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ loss are notsubsequently transferred to profit and loss. All other changes in fair value of such liability are recognized in thestatement of profit or loss. The Company has not designated any financial liability as at fair value through profitand loss.
After initial recognition, interest-bearing borrowings are subsequently measured at amortized cost using theEffective interest rate method. Gains and losses are recognized in profit or loss when the liabilities arederecognized as well as through the Effective interest rate amortization process. Amortized cost is calculated bytaking into account any discount or premium on acquisition and fees or costs that are an integral part of theEffective interest rate. The Effective interest rate amortization is included as finance costs in the statement ofprofit and loss.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.When an existing financial liability is replaced by another from the same lender on substantially different terms,or the terms of an existing liability are substantially modified, such an exchange or modification is treated as thederecognition of the original liability and the recognition of a new liability. The difference in the respective carryingamounts is recognized in the statement of profit and loss.
Financials assets and financial liabilities are offset and the net amount is reported in the balance sheet if there isa currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a netbasis, to realize the assets and settle the liabilities simultaneously.
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equityshareholders by the weighted average number of equity shares outstanding during the period. The weightedaverage number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonuselement in a rights issue, share split, and reverse share split (consolidation of shares) that have changed thenumber of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equityshareholders and the weighted average number of shares outstanding during the period are adjusted for theeffect of all potentially dilutive equity shares.
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards underCompanies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025.MCA has not notified any new standard or amendment to the existing standards applicable to the company.
Notes:
(i) During the year the face value of Equity Shares of Jindal Saw Limited was split from face value of Rs 2 to facevalue of Rs 1 per share.
(ii) # The Company holds Non-Convertible Preference Shares (NCPRS) that were originally scheduled for redemptionin the financial year 2024-25 & 2025-26. Pursuant to a revision in the terms of these instruments, the NCPRS arenow redeemable after 20 years from their respective dates of allotment. In accordance with the applicablerequirements of Indian Accounting Standards (Ind AS), the Company has remeasured the carrying value of theseinvestments. The resultant difference arising from the remeasurement has been recognised in the Statement ofProfit and Loss for the year.
(i) Capital reserves:- The Company has created capital reserve on account of scheme of amalgamation and demerger.
(ii) Securities premium:- Securities premium reserve is used to record the premium on issue of shares. The reserve isutilised in accordance with the provisions of the Companies Act, 2013.
(iii) General reserve:- General Reserves are free reserves of the Company which are kept aside out of Company'sprofits to meet the future requirements as and when they arise. The Company had transferred a portion of theprofit after tax (PAT) to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatorytransfer to general reserve is not required under the Companies Act, 2013.
(iv) Retained earnings:- Retained earnings are the accumulated profits earned by the Company till date, less transferto general reserves, dividend (including dividend distribution tax) and other distributions made to theshareholders.
(v) Reserve u/s 45 IC of the Reserve Bank of India Act, 1934: The Company created a reserve pursuant to section 45IC the Reserve Bank of India Act, 1934 by transferring amount not less than twenty per cent of its net profit everyyear as disclosed in the Statement of Profit and Loss and before any dividend is declared.
(vi) Equity instruments through Other Comprehensive Income: - The Company has elected to recognise changes inthe fair value of certain investements in financial instruments in other comprehensive income.
"(a) Provision for standard assets has been made at a 0.40% of the outstanding standard assets as per internalestimates, based on past experience, realisation of security, and other relevant factors, which is higher thanthe minimum provisioning requirements specified by the Reserve Bank of India (RBI).
(b) The Company has made adequate provision for the Non-Performing Assets identified. Accordingly,provision for Sub-Standard and Doubtful assets is made with the guidelines issued by The Reserve Bank ofIndia."
The carrying amount of cash and cash equivalents, other financial assets, Trade & other receivable and trade payableare considered to be the same as their fair values due to their short term nature. The management consider that thecarrying amounts of financial assets and financial liabilities recognised in the financial statements approximate theirfair values.
The Company's objective is to maintain a strong & healthy capital ratios and establish a capital structure thatwould maximise the return to stakeholders through optimum utilisation of its funds. The Company is havingstrong capital ratio and minimum capital risk. The Company's capital requirement is mainly to fund its strategicacquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cashgenerated from its operations. The Company monitors its capital using gearing ratio, which is net debt dividedto total equity. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents, Bankbalances other than cash and cash equivalents and current investments. The Company does not have any debtand also any sub-ordinated liabilities:
The Company has formulated and implemented a Risk Management Policy for evaluating business risks. Therisk management policies are established to ensure timely identification and evaluation of risks, settingacceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and theirlimits, improve risk awareness and transparency. Risk management policies and systems are reviewedregularly to reflect changes in the market conditions and the Company's activities to provide reliableinformation to the Management and the Board to evaluate the adequacy of the risk management frameworkin relation to the risk faced by the Company. The risk management policies aim to mitigate the following risksarising from the financial instruments:
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financialloss to the Company. Credit risk encompasses of both, the direct risk of default and the risk of deteriorationof creditworthiness as well as concentration risks. Pledge obligation risk is the risk that may occur in case ofdefault on part of Pledgee company which may immediately amount to loss of assets of Company. TheCompany has adopted a policy of only dealing with creditworthy counterparties to mitigating the risk offinancial loss from defaults. Company's credit risk arises principally from loans, Trade receivable and cash &cash equivalents.
The Company has adopted loan policy duly approved by the Company's Board. The objective of said policy isto manage the financial risks relating to the business, focusses on capital protection, liquidity and yieldmaximisation. Investments of surplus funds are made only in approved counterparties within credit limitsapproved by the board. The limits are set to minimise the risks and therefore mitigate the financial lossthrough counter party's potential failure to make payments.
The trade & other receivable of the Company generally spread over limited numbers of parties. The Companyevaluates the credit worthiness of the parties on an ongoing basis. Further, and the history of trade receivableshows negligible provision for bad and doubtful debts. Therefore, the Company does not expect any materialrisk account of non-performance from these parties.
Credit risks from balances with banks are managed in accordance with the Company policy. The Company'smaximum exposure to the credit risk for the components of balance sheet as March 31, 2025 and March 31,2024 is the carrying amounts. Credit risk arises from balances with banks is limited and there is no collateralheld against these.
Liquidity risk refers to the risk of financial distress or extraordinary high financing costs arising due to shortageof liquid funds in a situation where business conditions unexpectedly deteriorate and requiring financing. TheCompany requires funds both for short term operational needs as well as for long term strategic investments.The Company generates sufficient cash flow for operations, which together with the available cash and cashequivalents provide liquidity in the short-term and long-term. The Company has established an appropriateliquidity risk management framework for the management of the Company's short, medium and long-termfunding and liquidity management requirements. The Company manages liquidity risk by maintainingadequate reserves and by continuously monitoring forecast and actual cash flows, and by matching thematurity profiles of financial assets and liabilities.
The Company's activities expose it primarily to the financial risks of changes equity price risk as explainedbelow:
Price Sensitivity analysis: Equity price risk is related to the change in market reference price of the instrumentsin quoted and unquoted securities. The fair value of some of the Company's investments exposes to companyto equity price risks. In general, these securities are not held for trading purposes. The fair value of equityinstruments other than investment in subsidaries and associates (including covertible preference) as at March31, 2025 and March 31, 2024 was Rs 18,10,056.19 Lakhs and Rs. 13,63,687.33 Lakhs respectively. A 5% changein price of equity instruments held as at March 31, 2025 and March 31, 2024 would result in:
Note:-
(i) As defined in Paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (ReserveBank) Directions, 1998 .
(ii) Provisioning norms shall be applicable as prescribed in Systemically Important Non-Banking Financial (Non-DepositAccepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.
(iii) All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investmentsand other assets as also assets acquired in satisfaction of debt. However, market value in respect of quotedinvestments and break up / fair value / NAV in respect of unquoted investments has been disclosed irrespective ofwhether they are classified as long term or current in (4) above."
The company has no exposure to real estate sector.
The company does not have any joint venture or subsidiary abroad, hence not applicable.
(i) "The Company being an non-banking finance company, as part of its normal business, grants loans andadvances to its customers and other entities ensuring adherence to all regulatory requirements. Other thanthe transactions described above, no funds have been advanced or loaned or invested (either from borrowedfunds or share premium or any other sources or kind of funds) by the Company to or in any other persons orentities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing orotherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company(Ultimate Beneficiaries).
The Company has also not received any fund from any parties (Funding Party) with the understanding that theCompany shall whether, directly or indirectly lend or invest in other persons or entities identified by or onbehalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalfof the Ultimate Beneficiaries."
(iii) Loans and advances repayable on demand (other than those considered as non-performing assets) includes ^13,917.37 lakhs (Previous year ^ 13,317.76 lakhs) due from various Group companies which currently haveaccumulated losses in their books as per latest available audited balance sheet. However, these companiesalso have investments in quoted securities and other marketable securities to cover their loan exposure. TheCompany has mechanism for review and monitoring of all such loans and is confident of recovering theseamounts, which are considered good in nature, as and when called for payment. The Company would takenecessary action for recovery of these amounts, if required.
Reason for variation
* Due to increase in operating income and other receivables.
"Tier i capital", "Tier ii capital", "Owned fund" and capital adequacy ratio are calculated as defined in Masterdirection - Non-Banking Financial Company - Systemically important non-deposit taking company and deposittaking company (Reserve Bank) directions, 2016 and Notification RBI/2019-20/170 DOR(NBFC).CC.PD.No.109/22.10.106/2019-20 "implementation of Indian accounting Standards" issued by RBI onMarch 13, 2020.
51 Other additional regulatory information required by Schedule III of Companies Act, 2013
The disclosure on the following matters required under Schedule III as amended not being relevant orapplicable in case of the Company, same are not covered:
(a) The Company has not traded or invested in crypto currency or virtual currency during the current or previousyear.
(b) No proceedings have been initiated or are pending against the Company for holding any benami propertyunder the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(c) The Company has not been declared wilful defaulter by any bank or financial institution or government or anygovernment authorities.
(d) The Company has not entered into any scheme of arrangement which has an accounting impact on current orprevious financial year.
(e) No registration and/or satisfaction of charges are pending to be filed with ROC.
(f) There are no transactions which are not recorded in the books of account which have been surrendered ordisclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(g) The Company does not have any relationship with struck off companies.
52 The figures for the previous year have been regrouped/ rearranged wherever necessary to conform to currentyear's classification.
Chartered AccountantsFirm's Reg. No. 003273N
Partner Whole Time Director Director
M. No.086622 DIN:00041866 DIN:10448282
Dated: 28th May, 2025 Chief Financial Officer Company Secretary
M.No. FCS-11573