3.7 Provisions, Contingent liabilities and Contingent Asset:
Provisions are recognised when The Company has a present obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate
of the consideration required to settle the present obligation at the end of the reporting period, taking into account the
risks and uncertainties surrounding the obligation. Provisions are determined by discounting the expected future cash
flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet
date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the
liability. When The Company expects some or all of a provision to be reimbursed, for example, under an insurance
contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The
expense relating to a provision is presented in the Standalone statement of Profit and Loss net of any reimbursement.
The unwinding of the discount is recognised as finance cost. Expected future operating losses are not provided for.
Contingent liabilities are not recognised but are disclosed in the notes. Contingent assets are not recognised but are
disclosed in the notes where an inflow of economic benefits is probable.
3.8 Leases
Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a
lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the
lease of low-value assets recognition exemption that are considered to be low value. Lease payments on short-term
leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
3.9 Cash and Cash Equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an
original maturity of three months or less, which are subject to an insignificant risk of changes in value. Cash and cash
equivalents for the purpose of Statement of Cash Flow comprise cash and cheques in hand, bank balances, demand
deposits with banks where the original maturity is three months or less.
3.10 Earning per share
Basic earnings per share is computed by dividing the profit / (loss) for the period attributable to equity share holder by
the weighted average number of equity shares outstanding during the period.
Diluted earnings per share is computed by dividing the profit/(loss) for the period attributable to Equity Share holders
and the weighted average number of shares outstanding during the period are adjusted for effects of all dilutive
portential equity shares.
3.11 Segment Reporting
The Company's operating segments are reflected based on principal business activities, the nature of service, the
differing risks and returns, the organization structure, and the internal financial reporting system. The CODM reviews the
operations of The Company at the Company level, therefore the Company has primarily a single operating and reportable
segment namely,Broking,andrelated services. Accordingly, there are no additional disclosures required to be furnished for
a single reportable segment.
3.12 Cash flow statement
Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash
flows from regular operating, investing and financing activities of The Company are segregated based upon the available
information.
3.13 Goods And Services Tax Paid On Acquisition Of Assets Or On Incurring Expenses
Expenses and assets are recognised net of the goods and services tax paid, except when the tax incurred on a purchase of
assets or services is not recoverable from the tax authority, in which case, the tax paid is recognised as part of the cost of
acquisition of the asset or as part of the expense item, as applicable.
The net amount of tax recoverable from, or payable to, the tax authority is included as part of receivables or payables,
respectively, in the balance sheet
3.14 Standards Issued And Effective
Ministry of Corporate Affairs (“MCA") has notified the Companies (Indian Accounting Standards) Amendment Rules, 2023
dated 31 March, 2023 to amend the following Ind AS which are effective from 01 April, 2023. However, these
amendments does not have an impact on Financial Statements and material accounting policy information.
Ind AS 1 - Presentation of Financial Statements - This amendment requires the entities to disclose their material
accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is
annual periods beginning on or afterl April, 2023. The Company has evaluated the amendment and the impact of the
amendment is insignificant in the Company's financial statements.
Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors - This amendment has introduced a definition
of accounting estimates' and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies
from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on
or after 01 April, 2023. The Company has evaluated the amendment and there is no impact on its financial statements.
Ind AS 12 - Income Taxes - This amendment has narrowed the scope of the initial recognition exemption so that it does
not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for adoption of
this amendment is annual periods beginning on or after 01 April, 2023. The Company has evaluated the amendment and
there is no impact on its financial statement.
3.14 Standards notified but Not Effective
There are no standards that are notified and not yet effective as on the date.
4. Critical Accounting Estimates And Judgements:
The preparation of financial statements in conformity with Ind AS requires management to make estimates, judgements
and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities
(including contingent liabilities) and disclosures as of the date of the financial statements and the reported amounts of
revenues and expenses for the reporting period. Actual results could differ from these estimates. Accounting estimates
and underlying assumptions are reviewed on an ongoing basis and could change from period to period. Appropriate
changes in estimates are recognised in the periods in which the Company becomes aware of the changes in
circumstances surrounding the estimates. Any revisions to accounting estimates are recognized prospectively in the
period in which the estimate is revised and future periods. Following are estimates and judgements that have significant
impact on the carrying amount of assets and liabilities at each balance sheet:
4.1 Business Model Assessment:
Classification and measurement of financial assets depends on the results of the SPPI (Solely Payments of Principal and
Interest) and the business model test. The Company determines the business model at a level that reflects how
Companys of financial assets are managed together to achieve a particular business objective. This assessment includes
judgement reflecting all relevant evidence including how the performance of the assets is evaluated and their
performance measured, the risks that affect the performance of the assets and how these are managed.
The Company monitors financial assets measured at amortised cost or fair value through other comprehensive income
that are derecognised prior to their maturity to understand the reason for their disposal and whether the reasons are
consistent with the objective of the business for which the asset was held. Fair value through profit or loss (FVTPL), where
the assets are managed in accordance with an approved investment strategy that triggers purchase and sale decisions
based on the fair value of such assets. Such assets are subsequently measured at fair value, with unrealised gains and
losses arising from changes in the fair value being recognised in the statement of profit and loss in the period in which
they arise.
4.2 Fair Value Of Financial Instrument:
The fair value of financial instruments is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction in the principal (or most advantageous) market at the measurement date under current market
conditions (i.e., an exit price) regardless of whether that price is directly observable or estimated using another valuation
technique. When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be
derived from active markets, they are determined using a variety of valuation techniques that include the use of
valuation models. The inputs to these models are taken from observable markets where possible, but where this is not
feasible, estimation is required in establishing fair values. Judgements and estimates include considerations of liquidity
and model inputs related to items such as credit risk (both own and counterparty), funding value adjustments,
correlation and volatility.
Some of the Company's assets and liabilities are measured at fair value for financial reporting purposes. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date regardless of whether that price is directly observable or estimated using another
valuation technique.
Fair value measurements under Ind AS are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the
fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety,
which are described as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at
measurement date
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or
indirectly; and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) that the
Company can access at measurement date.
4.2 Fair Value Of Financial Instrument:
The fair value of financial instruments is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction in the principal (or most advantageous) market at the measurement date under current market
conditions (i.e., an exit price) regardless of whether that price is directly observable or estimated using another valuation
technique. When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be
derived from active markets, they are determined using a variety of valuation techniques that include the use of
valuation models. The inputs to these models are taken from observable markets where possible, but where this is not
feasible, estimation is required in establishing fair values. Judgements and estimates include considerations of liquidity
and model inputs related to items such as credit risk (both own and counterparty), funding value adjustments,
correlation and volatility.
(ii) Rights, preferences and restrictions attached to Equity shares
The Company has only one class of equity shares having a par value of '10/- per share. Each shareholder of
equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing
Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be
entitled to receive the remaining assets of the Company. The distribution will be in proportion to the number
of equity shares held by the shareholders.
The Company has not bought back any shares and issued any bonus shares for consideration other than cash
(v)
during the period of five years immediately preceding the reporting date.
The promoters presented in the Note above pertain to the past promoters of Mangalya Soft-Tech Limited
(MSTL).Pursuant to a Scheme of Amalgamation ("Scheme") approved by the Hon'ble National Company Law
Tribunal (NCLT), Ahmedabad Bench, by its order dated 11th September, 2023 , Ratnakar Securities Private
Limited ("RSPL" or "Transferor Company") has amalgamated with Mangalya Soft-Tech Limited ("Transferee
(vi) Company").
As the effect of the approved Resolution Plan and the Scheme of Amalgamation are yet to be given effect as
on the year end, the classification of promoters continues as per the pre-acquisition structure. Upon giving
effect to the Resolution Plan and Scheme of Amalgamation and carrying out relevant formalities, the existing
promoters of MSTL will be reclassified under the "Public" category, and the promoters of RSPL, to whom
shares are to be issued under the Resolution Plan, will be classified as the "Promoters" of the Company.
34 Business Combination
Business combination under common control entities:
Business combination involving companies in which all the combining companies are ultimately controlled by the same holding party, before
and after the business combination, are treated as per the pooling of interest method.
The pooling of interest method involves the following:
(i) The assets and liabilities of the combining entities are reflected at their carrying amounts.
(ii) No adjustments are made to reflect fair values, or recognise any new assets or liabilities.
(iii) The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred
from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.
The identity of the reserves is preserved, and they appear in the financial statements of the transferee company in the same form in which
they appeared in the financial statements of the transferor company. The difference, if any, between the consideration and the amount of
share capital of the transferor company is transferred to capital reserve.
Merger of Ratnakar Securities Private Limited ("RSPL")
Pursuant to a Scheme of Amalgamation ("Scheme") approved by the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, by
its order dated 11th September, 2023 , Ratnakar Securities Private Limited ("RSPL" or "Transferor Company") has amalgamated with
Mangalya Soft-Tech Limited ("Transferee Company").
The Appointed Date for the amalgamation is 27th September, 2022. The Effective Date of the Scheme is the date on which the certified
NCLT order is filed with the Registrar of Companies.
The amalgamation has been accounted for using the pooling of interest method as prescribed under Ind AS 103 (Business Combinations) for
entities under common control. All assets and liabilities of RSPL have been recorded at their carrying values as of the Appointed Date.
38 Financial Instruments
(i) Capital Management
The Company's objective for capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor,
creditor and customer confidence, to ensure future development of its business and remain going concern. The Company is focused on keeping strong capital
base to ensure independence and sustained growth in business. The Company determines the capital management requirement based on annual operating
plans and long term and other strategic investment plans. The Company monitors capital on the basis of the carrying amount of equity less cash and cash
equivalents as presented in the balance sheet. The funding requirements are predominately met through equity and revenue generated from operations. The
Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying
assets.
(iii) Fair Value Hierarchy
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal(or most advantageous)
market at the measurement date under current market conditions (i.e., an exit price), regardless of hether that price is directly observable or estimated using a
Financial assets and financial liabilities measured at fair value in the Balance Sheet are Companyed into three levels of a fair valuehierarchy, The three levels are
defined based on the observability of significant inputs to the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly.
Level 3: unobservable inputs for the asset or liability.
Fair value of the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis.
(b) Financial Instrument measured at Amortised Cost
fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received
or settled.
39 Financial Risk Management, Objective and Policies
The Company's Board of Directors have overall responsibility for the establishment and oversight of The Company's risk management framework. The
Company's business activities are exposed to a variety of financial risks, namely liquidity risk, credit risk and market risk. Risk management policies have been
established to identify and analyse the risks faced by The Company, to set and monitor appropriate risk limits and controls, periodically review and reflect the
changes in the policy accordingly. The Company's Management reviews the adequacy of the risk management framework in relation to the risks faced by The
Company.
Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to The Company. Credit Risk arises principally
from The Company's cash and bank balances, trade receivables, investments, securities held for trade, loans, and security deposits. The carrying amounts of
financial assets represent the maximum credit risk exposure. Credit risk assessment on various components is described below:
(i) Trade receivables The Company's trade receivables primarily include receivables from asset management companies (AMCs) for services provided,
receivable from stock exchanges (for trade executed on behalf of customers) as well as clients and receivable from insurance companies. The Company
has not made any provision on ECL on account of receivables from AMCs, Stock exchanges and Insurance companies. The Company's management as
establised accounts receivable policy under which customer accounts are regularly monitored. The Company has a dedicated risk management team,
which monitors the positions, exposures and margins on a continuous basis.
(ii) Cash and cash equivalents, bank deposits, investments and Securities held for trade The Company maintains its cash and cash equivalents, bank
deposits, investment, and securities held for trade with reputed banks, financial institutions, and corporates. The credit risk on these instruments is
limited because the counterparties are banks and high credit rated financial institutions and corporates assigned by credit rating agencies.
(iii) Security Deposits and Loans This consists of loans given to Employees and Security Deposits given to lessors as well as to utility providers like
Electricity companies. These carries limited credit risk based on the financial position of parties and Company's historical experience of dealing with these
parties.
(iv) Expected Credit Loss (ECL): The Company follows simplified ECL method in case of Trade Receivables and The Company recognises lifetime expected
losses for all trade receivables that do not constitute a financing transaction. The Company assesses the provision for ECL on each reporting dates. For the
purpose of computation of ECL, the term default implies an event where amount due towards margin requirement and/or mark to market losses for
which the client was unable to provide funds/collaterals, within 90 days of its due, to bridge the shortfall, the same is termed as margin call triggered. The
Company assesses allowance for expected credit losses for Loans and other financial assets. The ECL allowance is based upon 12 months expected credit
losses. These carries very minimal credit risk based on the financial position of parties and Company's historical experience of dealing with these parties.
Credit Risk on Other Financial assets is considered insignificant considering the nature of such assets and absence of counterparty risk.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises
three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market
risk include foreign currency receivables, deposits, investments in mutual funds. Market risk exposures are measured using sensitivity analysis. There has been
no change in the measurement and management of the Company's exposure to market risks.
(i) Foreign currency risk
The functional currency of The Company is INR. The Company does not have foreign currency exposure. Hence, currency risk is not there.
(ii) Price Risk
Price risk is the risk that the value of the financial instrument will fluctuate as a result of changes in market prices and related market variables including
interest rate for investments in debt oriented mutual funds and debt securities, caused by factors specific to an individual investments, its issuer and
market. The Company's exposure to price risk arises from diversified investments in mutual funds and Bonds, and Securities held for trade, and classified
in the balance sheet at fair value through profit or loss.
(iii) Interest rate risk: Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. Interest rate risk primarily arises from investments in debt oriented mutual funds and debt securities. The Company's investments
in debt oriented mutual funds and debt securities are primarily short-term, which do not expose it to significant interest rate risk. Additionally, since there
are no external borrowings, The Company is not exposed to interest rate risk in with respect to borrowings.
(c) Liquidity risk:
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities that are settled by delivering cash or other
financial assets. The Company's approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities. In doing this, management
considers both normal and stressed conditions. The Company also monitors the level of expected cash inflows on trade and other receivables together with
expected cash outflows on trade and other payables. The Company has established an appropriate liquidity risk management framework for the management
of the Company's short-term, medium-term, and long-term funding and liquidity management requirements. The Company manages liquidity risk by
maintaining adequate reserves and by continuously monitoring cash flows, and by matching the maturity profiles of financial assets and liabilities.
41 Operating Segment
The Company identifies Operating Segments as components of an entity for which discrete financial information is available that is evaluated regularly by the
Chief Operating Decision-Maker (CODM) in deciding how to allocate resources and assess performance.
The Company's activities revolve around providing financial services, primarily share and stock broking services , acting as a Depository Participant , and
distributing Mutual Funds and other capital market products.
All of The Company's activities are considered by the CODM as one single, aggregated business. Aggregation is done due to the similarities of the financial
products and services provided to the customer, the nature of the services, and the methods used to provide them.
Considering the nature of The Company's business and the basis of review by the CODM for decision-making and performance measurement, The Company has
only one reportable segment namely, Broking and Related services. Accordingly, there are no additional disclosures required to be furnished for a single
reportable segment.
42 Scheme of Amalgamation
Pursuant to the Scheme of Amalgamation (the "Scheme") under Sections 230-232 of the Companies Act, 2013, the National Company Law Tribunal (NCLT),
Ahmedabad Bench, vide its order dated September 11, 2023, sanctioned the amalgamation of Ratnakar Securities Private Limited (the "Transferor Company")
with Mangalya Soft-Tech Limited (the "Transferee Company").
The Scheme became effective upon filing the certified copy of the NCLT order with the Registrar of Companies. In accordance with the Scheme.
Appointed Date: The amalgamation is effective from the Appointed Date of September 27, 2022 (the date on which the Resolution Plan was approved by the
NCLT).
Change of Name: Upon the Scheme becoming effective, the name of the Transferee Company (Mangalya Soft-Tech Limited) was changed to "RATNAKAR
SECURITIES LIMITED".
Nature of Amalgamation: The amalgamation is in the nature of a business combination under common control and has been accounted for using the "Pooling
of Interest Method" as prescribed under Indian Accounting Standard (Ind AS) 103 (Business Combination).
Accounting Treatment:
All assets and liabilities of the Transferor Company were transferred to and vested in the Transferee Company at their existing carrying amounts as on the
Appointed Date.
The difference between the net assets and reserves of the Transferor Company has been adjusted in the Capital Reserve of the Transferee Company.
In accordance with Ind AS 103, the financial information for the comparative period has been restated as if the amalgamation had occurred from the beginning
of the comparative period.
Consideration: Upon the Scheme becoming effective, the Transferee Company shall issue and allot shares to the shareholders of the Transferor Company in the
following proportion:
(i) 5 (five) new equity shares of ^10/- each in the Transferee Company for every 1 (one) equity share of ^10/- each held in the Transferor Company.
(ii) 1 (one) 6% Optionally Fully Convertible Redeemable Preference Share (OFCRPS) of ^10/- each in the Transferee Company for every 1 (one) equity share
of ^10/- each held in the Transferor Company.
Dissolution of Transferor Company: The Transferor Company, Ratnakar Securities Private Limited, stands dissolved without winding up from the Effective
43 The Company is not required to comply with the Corporate Social Responsibilities as required under section 135 of the Companies Act 2013.
44 Other Statutory Information
The following disclosures are made as required by Schedule III to the Companies Act, 2013:
(a) The Company does not have any benami property, where any proceeding has been initiated or is pending against The Company for holding any benami
property.
(b) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(c) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding that the Intermediary shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of The Company (ultimate beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(d) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether
recorded in writing or otherwise) that The Company shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the funding party (ultimate beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(e) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during
the year in the tax assessments under the Income Tax Act, 1961.
(f) The Company does not have any charges or satisfaction which is yet to be registered with the ROC beyond the statutory period.
(g) The Company does not have any transactions with companies which are struck off.
(h) The Company has not taken any loan from banks or financial institutions on the basis of security of current assets. Consequently, the filing of quarterly
returns or statements of current assets with banks or financial institutions is not applicable to The Company.
Additional regulatory information required under (WB) (xiv) of Division III of Schedule III amendment, disclosure
45 of ratios, is not applicable to the Group for current and previous financial year as it is in broking business and not
an NBFC registered under section 45-IA of Reserve Bank of India Act, 1934.
As per our report of even date attached
For Maheshwa For and on behalf of the Board of Directors
Chartered Acco of Ratnakar Securities Limited
Firm Reg.No. 012946C
A jay Shah Kushal Shah
CA Vamesh Shah Managing Director Whole-time director
Partner DIN : 0023582 DIN : 01843141
Mem. No.: 165075
Date: 14/11/2025
Ahmedabad
UDIN: Harshil Shah Ajay Gandhi
Company Secretary Chief Financial Officer
Date: 14/11/2025 Date: 14/11/2025
Ahmedabad Ahmedabad
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