A provision is recognized when the Company has a presentobligation as a result of past event, and it is probable thatan outflow of resources embodying economic benefits willbe required to settle the obligation that can be reliablyestimated. Provisions are not discounted to its presentvalue and are determined based on best estimate requiredto settle the obligation at the balance sheet date. Theseestimates are reviewed at each balance sheet date andadjusted to reflect the current best estimates.
A contingent liability is a possible obligation that arisesfrom past events whose existence will be confirmed by theoccurrence or non-occurrence of one or more uncertainfuture events beyond the control of the Company or apresent obligation that is not recognized because it is notprobable that an outflow of resources will be required tosettle the obligation. A contingent liability also arises inextremely rare cases where there is a liability that cannotbe recognized because it cannot be measured reliably.The Company does not recognize a contingent liability butdiscloses its existence in the financial statements.
A financial instrument is a contract that gives rise to afinancial asset of one entity and a financial liability or equityinstrument of another entity.
All financial assets are recognized initially at fair value.Transaction costs that are directly attributable to theacquisition of financial assets (other than financialassets at fair value through profit or loss) are addedto the fair value measured on initial recognition offinancial asset. Purchase and sale of financial assetsare accounted for at trade date.
A financial instrument is measured atthe amortized cost if both the followingconditions are met:
a) the asset is held within a business modelwhose objective is to hold assets forcollecting contractual cash flows, and
b) contractual terms of the asset give rise onspecified dates to cash flows that are solelypayments of principal and interest (SPPI) onthe principal amount outstanding.
After initial measurement, such financial assetsare subsequently measured at amortized costusing the effective interest rate (EIR) method.
Amortized cost is calculated by taking intoaccount any discount or premium on acquisitionand fees or costs that are an integral part of theEIR. The EIR amortization is included in otherincome in the statement of profit and loss. Thelosses arising from impairment are recognized inthe statement of profit and loss.
A financial instrument is classified and measuredat fair value through OCI if both of the followingcriteria are met:
a) The objective of the business model isachieved both by collecting contractual cashflows and selling the financial assets, and
b) The asset's contractual cash flows representsolely payments of principal and interest.
Financial instruments included within the OCIcategory are measured initially as well as at eachreporting date at fair value. Fair value movementsare recognized in OCI. On derecognition ofthe asset, cumulative gain or loss previouslyrecognized in OCI is reclassified from OCI tostatement of profit and loss.
(iii) Financial instrument at Fair Value through Profitand Loss
Any financial instrument, which does not meetthe criteria for categorization at amortized costor at fair value through other comprehensiveincome, is classified at fair value through profitand loss. Financial instruments included inthe fair value through profit and loss categoryare measured at fair value with all changesrecognized in the statement of profit and loss.
(iv) De-recognition of financial assets
A financial asset is primarily derecognized whenthe rights to receive cash flows from the assethave expired, or the Company has transferred itsrights to receive cash flows from the asset.
All financial liabilities are recognized initially at fairvalue and, in the case of loans and borrowings andpayables, net of directly attributable transaction costs.
The subsequent measurement of financial liabilitiesdepends on their classification, as described below:
Financial liabilities at fair value through profit or lossinclude financial liabilities designated upon initialrecognition as at fair value through profit or loss.
After initial recognition, interest-bearing loansand borrowings are subsequently measured atamortised cost using the Effective Interest Rate[EIR] method. Gains and losses are recognisedin the statement of profit and loss when theliabilities are derecognised as well as through theEIR amortisation process.
Amortised cost is calculated by taking intoaccount any discount or premium on acquisitionand fees or costs that are an integral part of theEIR. The EIR amortisation is included as financecosts in the statement of profit and loss.
(iii) De-recognition of financial liabilities
A financial liability is derecognised when theobligation under the liability is discharged orcancelled or expires. When an existing financialliability is replaced by another from the samelender on substantially different terms, or theterms of an existing liability are substantiallymodified, such an exchange or modificationis treated as the derecognition of the originalliability and the recognition of a new liability. Thedifference in the respective carrying amounts isrecognised in the statement of profit and loss.
Financial assets and financial liabilities are offsetand the net amount is reported in the balancesheet if there is a currently enforceable legal rightto offset the recognized amounts and there is anintention to settle on a net basis, to realize theassets and settle the liabilities simultaneously.
The Company recognizes loss allowances using theexpected credit loss (ECL) model for the financial assetswhich are not fair valued through profit or loss. Lossallowance for trade receivables with no significantfinancing component is measured at an amount equalto lifetime ECL. For all other financial assets, expectedcredit losses are measured at an amount equal to thetwelve month ECL, unless there has been a significantincrease in credit risk from initial recognition in whichcase those are measured at lifetime ECL. The amount ofexpected credit losses (or reversal) is recognized as animpairment loss (or gain) in statement of profit and loss.
At the end of each reporting period, the Companyreviews the carrying amounts of its tangible andintangible assets to determine whether there isany indication that those assets have suffered animpairment loss. If any such indication exists, therecoverable amount of the asset is estimated in orderto determine the extent of the impairment loss (if any).Where it is not possible to estimate the recoverableamount of an individual asset, the Company estimatesthe recoverable amount of the cash-generating unitto which the asset belongs. Where a reasonableand consistent basis of allocation can be identified,corporate assets are also allocated to individual cash¬generating units, or otherwise they are allocated tothe smallest Company of cash-generating units forwhich a reasonable and consistent allocation basiscan be identified. Recoverable amount is the higherof fair value less costs to sell and value in use. Inassessing value in use, the estimated future cash flowsare discounted to their present value using a pre-taxdiscount rate that reflects current market assessmentsof the time value of money and the risks specific tothe asset for which the estimates of future cash flowshave not been adjusted. If the recoverable amount ofan asset (or cash-generating unit) is estimated to beless than its carrying amount, the carrying amount ofthe asset (or cash-generating unit) is reduced to itsrecoverable amount. An impairment loss is recognizedimmediately in the statement of profit and loss.
An impairment loss is reversed in the statementof profit and loss if there has been a change in theestimates used to determine the recoverable amount.The carrying amount of the asset is increased toits revised recoverable, amount provided that thisamount does not exceed the carrying amount thatwould have been determined (net of any accumulatedamortisation or depreciation) had no impairment losshas been recognised for the asset in prior years.
An operating segment is a component of the Companythat engages in business activities from which it mayearn revenues and incur expenses, including revenuesand expenses that relate to transactions with any of theCompany's other components, and for which discretefinancial information is available. Operating segments arereported in a manner consistent with the internal reportingprovided to the chief operating decision maker ('CODM').The Company's Board of Director's has been identified asthe CODM who is responsible for financial decision makingand assessing performance.
Basic earnings per share are calculated by dividing the netprofit or loss for the period attributable to equity shareholdersby the weighted average number of equity shares outstandingduring the period including equity shares that will be issuedupon the conversion of a mandatorily convertible instrument.
Diluted EPS amounts are computed by dividing the netprofit attributable to the equity holders of the Company bythe weighted average number of equity shares consideredfor deriving basic earnings per share and also the weightedaverage number of equity shares that could have beenissued upon conversion of all dilutive potential equityshares. The diluted potential equity shares are adjustedfor the proceeds receivable had the shares been actuallyissued at fair value (i.e. the average market value of theoutstanding shares). Dilutive potential equity shares aredeemed converted as at the beginning of the year, unlessissued at a later date. Dilutive potential equity shares aredetermined independently for each year presented.
Cash and cash equivalents in the balance sheet comprisecash at banks and on hand, short-term deposits with anoriginal maturity of three months or less, which are subjectto an insignificant risk of changes in value.
The preparation of financial statements in conformity withthe recognition and measurement principles of Ind ASrequires management of the Company to make estimatesand judgements that affect the reported balances of assetsand liabilities, disclosures of contingent liabilities as at thedate of standalone financial statements and the reportedamounts of income and expenses for the periods presented.
Estimates and underlying assumptions are reviewed onan ongoing basis. Revisions to accounting estimates arerecognised in the period in which the estimates are revisedand future periods are affected.
The Company uses the following critical accountingjudgements, estimates and assumptions in preparation ofits financial statements:
The Company evaluates if an arrangement qualifiesto be a lease as per the requirements of Ind AS 116.Identification of a lease requires significant judgement.The Company uses significant judgement in assessingthe lease term (including anticipated renewals) andthe applicable discount rate.
The Company determines the lease term as the non¬cancellable period of a lease, together with bothperiods covered by an option to extend the lease ifthe Company is reasonably certain to exercise thatoption; and periods covered by an option to terminatethe lease if the Company is reasonably certain notto exercise that option. In assessing whether theCompany is reasonably certain to exercise an optionto extend a lease, or not to exercise an option toterminate a lease, it considers all relevant facts andcircumstances that create an economic incentive forthe Company to exercise the option to extend thelease, or not to exercise the option to terminate thelease. The Company revises the lease term if there is achange in the non-cancellable period of a lease.
The discount rate is generally based on the incrementalborrowing rate specific to the lease being evaluated orfor a portfolio of leases with similar characteristics.
The Company reviews the useful life of property, plantand equipment at the end of each reporting period.This reassessment may result in change in depreciationexpense in future periods.
The Company reviews its carrying value of investmentscarried at cost (net of impairment, if any) annually,or more frequently when there is indication forimpairment. If the recoverable amount is less than itscarrying amount, the impairment loss is accounted forin the statement of profit and loss.
When the fair value of financial assets and financialliabilities recorded in the balance sheet cannot bemeasured based on quoted prices in active markets,their fair value is measured using valuation techniquesincluding the Discounted Cash Flow model. The inputsto these models are taken from observable marketswhere possible, but where this is not feasible, adegree of judgement is required in establishing fairvalues. Judgements include considerations of inputssuch as liquidity risk, credit risk and volatility. Changesin assumptions about these factors could affect thereported fair value of financial instruments.
Measurement of impairment of financial assetsrequire use of estimates, which have been explainedin the note on financial assets, financial liabilities andequity instruments, under impairment of financialassets (other than at fair value).
A deferred tax asset is recognised to the extent that itis probable that future taxable profit will be availableagainst which the deductible temporary differencesand tax losses can be utilised. Accordingly, the Companyexercises its judgement to reassess the carrying amountof deferred tax assets at the end of each reporting period.
The Company estimates the provisions that havepresent obligations as a result of past events and it isprobable that outflow of resources will be required tosettle the obligations. These provisions are reviewed atthe end of each reporting period and are adjusted toreflect the current best estimates.
The Company uses significant judgements to assesscontingent liabilities. Contingent liabilities are disclosedwhen there is a possible obligation arising from pastevents, the existence of which will be confirmed onlyby the occurrence or non-occurrence of one or moreuncertain future events not wholly within the controlof the Company or a present obligation that arisesfrom past events where it is either not probable thatan outflow of resources will be required to settle theobligation or a reliable estimate of the amount cannotbe made. Contingent assets are neither recognised nordisclosed in the standalone financial statements.
The accounting of employee benefit plans in thenature of defined benefit requires the Company to useassumptions. These assumptions have been explainedunder employee benefits note.
Ministry of Corporate Affairs ("MCA") notifies new standardsor amendments to the existing standards under Companies(Indian Accounting Standards) Rules as issued from time totime. For the year ended 31 March 2025, MCA has notifiedInd AS - 117 Insurance Contracts and amendments to IndAS 116 - Leases, relating to sale and leaseback transactions,applicable to the Company w.e.f.1 April 2024. The Companyhas reviewed the new pronouncements and based onits evaluation has determined that it does not have anysignificant impact in its financial statements.
On 7 May 2025, MCA notifies the amendments to Ind AS21 - Effects of Changes in Foreign Exchange Rates. Theseamendments aim to provide clearer guidance on assessingcurrency exchangeability and estimating exchange rates whencurrencies are not readily exchangeable. The amendments areeffective for annual periods beginning on or after 1 April 2025.The Company is currently assessing the probable impact ofthese amendments on its financial statements.
The Company has only single class of Equity Shares having a par value of ^ 10. Accordingly, all equity shares rank equally with regardto dividends and share in the Company's residual assets. Each holder of equity shares is entitled to one vote per share. On windingup of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining afterdistribution of all preferential amounts in proportion to the number of equity shares held.
There are no bonus shares issued and shares bought back during the period of five years immediately preceding reporting date.
During the year, the Company has raised a capital of Rs. 2,750 lakhs( Including Securities Premium of Rs 2,650 lakhs) by issuing10,00,000 equity shares through private placement.
During the year, the Company has converted all outstanding 24,988 CCDs into equity shares in the pre-determined ratio of 28:1. andaccordingly equity shares issued were 6,99,664.
On 23rd August 2024 The company has acquired a 98.78% stake in NES Data Private Limited (previously known as NaturalEnvironment Solutions Private Limited) for 45,542 lakhs, through a share swap by issuing 1,29,38,448 shares, Natural EnvironmentSolutions Private Limited has been renamed NES Data Private Limited w.e.f 12 th September 2024
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a currenttransaction between willing parties, other than in a forced or liquidation sale.
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable orunobservable and consists of following:
Level 1: Category includes financial assets and liabilities, that are measured in whole or in significant part by reference to publishedquoted price (unadjusted) in an active market.
Level 2: Category includes financial assets and liabilities measured using a valuation technique based on assumptions that are supportedby prices from observable current market transactions.
Level 3: Category includes financial assets and liabilities measured using valuation techniques based on non market observable inputs.This means that fair values are determined in whole or in part using a valuation model based on assumptions that are neither supportedby prices from observable current market transactions in the same instrument nor are they based on available market data.
The fair values of non-current loans/borrowings are based on discounted cash flows using a current rate. They are classified as level3 fair values in the fair value hierarchy due to the use of unobservable inputs, including counterparty/own credit risk.
Fair value of cash and cash equivalent, bank balance other than cash and cash equivalents, trade receivables, trade payables,and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities ofthese instruments.
There are no transfers between levels 1 and 2 during the year.
The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's primary focus isto foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance.
The Company's financial liabilities comprise of borrowings, trade payable and other liabilities to manage its operation and financial assetsinclude trade receivables, security deposits, loans and advances, etc, arises from its operation.
The Company's senior management oversees the management of these risks. The Company's senior management ensures that theCompany's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measuredand managed in accordance with the Company's policies and risk objectives. The Board of Directors reviews and agrees policiesfor managing each of these risks, which are summarised below.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet itscontractual obligation.
The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities,including deposits with banks and financial institutions and other financial instruments.
Credit risk is managed on an entity level basis. The Company has adopted a policy of dealing only with creditworthy counterpartiesand obtaining sufficient collateral, where appropriate, as a means of mitigating risk of financial loss from defaults. The Companyinvests only in those instruments issued by high rated banks/ institutions and government agencies. The Company assesses thecredit quality of the customer, taking into account its financial position, past experience and other factors. The Company's loansare considered to have low credit risk.
The Company periodically monitors the recoverability and credit risks of its other financials assets including security deposits andother receivables. The Company evaluates 12 month expected credit losses for all the financial assets for which credit risk has notincreased. In case credit risk has increased significantly, the Company considers life time expected credit losses for the purpose ofimpairment provisioning.
The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based ona provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward lookinginformation. The expected credit loss allowance is based on the ageing of the days for which the receivables are due and theexpected loss rates as given in the provision matrix.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilitiesthat are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far aspossible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions,without incurring unacceptable losses or risking damage to the Company's reputation.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in marketprices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk. The above risks may affect theCompany's income and expenses, or the value of its financial instruments. The Company's exposure to and management of theserisks are explained below.
Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes inmarket interest rate risks. The Company does not have any interest rate risk as it has no variable rate borrowings as at any of thereporting date.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreignexchange rates. There are no material currency risk affecting the financial position of the Company as there are no materialtransactions in currency other than functional currency of the Company.
The Company's exposure to price risk arises from investments held and classified in the balance sheet at fair value through profitor loss. The Company does not have any price risk as at any of the reporting date.
The Company's capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company.The Company objectives when managing capital are to:
- Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and for otherstakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capitalto shareholders or issue new shares.
The Company monitors capital using a gearing ratio, which is net debt divided by total equity. Net debt comprises of long term and shortterm borrowings less cash and bank balances, equity includes equity share capital and reserves that are managed as capital. The gearingat the end of the reporting period was as follows.
Employee benefit expense of the Company includes various short term employee expenses, defined benefits expenses, expenses towarddefined contribution on plans and other long-term employee benefits.
The Company makes provident fund contributions to defined benefit plan for qualifying employees. Under the Schemes, theCompany is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions payable tothese plans by the Company are at rates specified in the rules of the schemes.
The Company has unfunded defined benefit plan for payment of gratuity to all eligible employees calculated at specified numberof days of last drawn salary depending upon the tenure of service for each year of completed service subject to minimum serviceof five years payable at the time of separation upon superannuation or on exit otherwise. These defined benefit gratuity plans aregoverned by Payment of Gratuity Act, 1972.
Interest rates risk: While calculating the defined benefit obligation a discount rate based on government bonds yields of matchingtenure is used to arrive at the present value of future obligations. If the bond yield falls, the defined benefit obligation will tend toincrease and plan assets will decrease.
Salary risk: Higher than expected increases in salary will increase the defined benefit obligation
Demographic risks: Demographic assumptions are required to assess the timing and probability of a payment taking place. Theeffects of this decrement on the DBO depend upon the combination salary increase, discount rate, and vesting criteria and thereforenot very straight forward.
The Company provides for accumulation of compensated absences by certain categories of its employees. These employees cancarry forward a portion of the unutilized compensated absences and utilise them in future periods or receive cash in lieu thereof asper the Company's policy. The Company records a liability for compensated absences in the period in which the employee rendersthe services that increases this entitlement.
The above analysis has been performed using P.U.C method. If an employee's service in later years will lead to a materiallyhigher level of benefit than in earlier years, these benefits are attributed on a straight-line basis. The limitations are that inassessing the change other parameters are kept constant. As some of the assumptions may be correlated, it is unlikely thatchanges in assumptions will occur in isolation of one another. There is no change from the previous period in the methods andassumptions used in the preparation of above analysis, except that the base rates have changed."
38 The Parliament has approved the Code on Social Security, 2020 which may impact the contribution by the Company towardsProvident Fund and Gratuity. The effective date from which the Code and its provisions would be applicable is yet to be notified and therules which would provide the details based on which financial impact can be determined are yet to be notified after which the financialimpact can be ascertained. The Company will complete its evaluation and will give appropriate impact in the financial statementsfollowing the Code becoming effective and the related rules to determine the financial impact being notified.
a. The Company has not been declared as Wilful defaulter by any lenders.
b. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
c. The provision related to number of layers as prescribed under section 2(87) of the Companies Act read with Companies (Restrictionon number of Layers) Rules, 2017 is not applicable to Company.
d. The Company has not entered into any scheme of arrangement which has an accounting impact on the current or previousfinancial year.
e. The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosedas income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevantprovisions of the Income Tax Act, 1961).
f. The Company has not traded or invested in Crypto currency or Virtual Currency during the current financial year and any of theprevious financial years.
g. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company forholding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
h. The Company did not enter into any transaction with Companies struck off from ROC records for the period ended 31 March 2025and 31 March 2024.
i. Funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind offunds) 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 shall, whether directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries
j. No funds have been received by the Company from or in any other person(s) or entity(is) including foreign entities (funding parties)with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries)or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(a) In respect of aforementioned ratios there is no significant change (25% or more) in FY 2024-25 in comparison to FY 2023-24
As per our report of even date For and on behalf of the Board of Directors of
For Mehra Goel & Co TCC Concept Limited
Chartered Accountants
Firm Registration Number: 000517N
Partner Chairman and Managing Director Director
Membership number: 137405 DIN: 01733060 DIN: 01873087
Date: 24 May 2025 Chief Financial Officer Company Secretary
Membership number : F11670