1.12 Provisions, Contingent liabilities, Contingent Assets
A provision is recognised when an enterprise has a present
obligation as a result of past event and it is probable
that an outlow of resources will be required to settle the
obligation in respect of which a reliable estimate can be
made. Provisions are measured at the present value of
management's best estimate of the expenditure required
to settle the present obligations at the end of the reporting
period. If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability.
When discounting is used, the changes in the provision due
to the passage of time are recognised as a finance cost.
Contingent liabilities are disclosed in the case of :
a present obligation arising from the past events, when it is
not probable that an outflow of resources will be required to
settle the obligation;
a present obligation arising from the past events, when no
reliable estimate is possible;
a possible obligation arising from past events, unless the
probability of outlow of resources is remote.
1.13 Employee Benefits
A. Short Term Benefits
Short Term Benefits are recognised as an expense at
the undiscounted amount in the Statement of Profit
and Loss of the period in which the related service is
rendered.
B. Post Employment benefits - Defined Benefit Plans:
Gratuity ( Funded)
The Company has an obligation towards gratuity -
a defined benefit retirement plan covering eligible
employees. The plan provides a lump sum payment
to vested employees at retirement, death while in
employment or on termination of employment of an
amount equivalent to 15 days salary payable for each
completed year of service or part thereof in excess of six
months. Vesting occurs upon completion of ive years
of service and is payable thereafter on occurrence of
any of above events.
The cost of providing beneits under the defined
benefit plan is determined using the projected unit
credit method with actuarial valuations being carried
out at each Balance Sheet date, which is recognised in
each period of service as giving rise to additional unit
of employee benefit entitlement and measures each
unit separately to build up the final obligation.
Re-measurements, comprising of actuarial gains and
losses, the effect of the asset ceiling, excluding amounts
included in the net interest on the net defined liability
and the return on plan assets (excluding amounts
included in net interest on the net defined benefit
liability), are recognised immediately in the Balance
Sheet with a corresponding debit or credit to retained
earning through Other Comprehensive Income in the
period in which they occur. Re-measurements are
not re-classified to the Statement of Profit and Loss in
subsequent periods. Past service cost is recognized in
the Statement of Profit and Loss in the period of plan
amendment.
Net interest is calculated by applying the discount rate
to the net defined benefit plan liability or asset.
The Company recognizes the following changes in the
net deined benefit obligations under employee benefit
expenses in the Statement of Profit and Loss:
Service costs comprising of current service costs, past-
service costs, gains and losses on curtailments and
non- routine settlements
Net current expenses or income
C. Other Long-Term Employee Benefits - Compensated
Absences/ Leave Encashment ( Unfunded)
The Company provides for encashment of leave or
leave with pay subject to certain rules. The employees
are entitled to accumulate leave subject to certain
limits for future encashment / availment. The Company
makes provisions for compensated absences based
on an independent actuarial valuation carried out
at each reporting date, using Projected Unit Cost
Method. Actuarial gains and losses are recognized in
the Statement of Profit and Loss.
1.14 Segment Information
The company operates in one operating segments namely
Consulting Services and Investments.
1.15 Revenue Recognition
"The Company recognizes revenue in accordance with Ind
AS 115, Revenue is to be recognized upon transfer of control
of promised products or services to customers in an amount
that reflects the consideration which the company expects to
receive in exchange for those products or services. In respect
of fixed price advisory and consultancy contracts, revenue
is recognised using percentage of completion method
(POC method) of accounting with contract cost incurred
determining the degree of completion of performance
obligation. Contract assets are recognised when there
are excess of revenue earned over billing on contracts.
Contract assets are classified as unbilled revenue (only act
of invoicing is pending) when there is unconditional right
to receive cash, and scheduled date/period of billing as per
contractual terms is not met"
Goods and Service Tax, wherever applicable is excluded from
Revenue.
Interest
For all debt instruments measured either at amortized cost,
interest income is recorded using the effective interest rate
('EIR'). EIR is the rate that exactly discounts the estimated
future cash payments or receipts over the expected life of the
financial instrument or a shorter period, where appropriate,
to the gross carrying amount of the financial asset or to the
amortized cost of a financial liability. When calculating the
effective Interest rate, the Company estimates the expected
cash flows by considering all the contractual terms of a
financial instrument but does not consider the expected
credit losses. Interest income is included in finance income
in the statement of profit and loss.
Dividend Income
Revenue is recognized when the Company’s right to
receive the payment is established, which is generally when
shareholders approve the dividend.
Current Tax
The Company provides current tax based on the provisions
of the Income Tax Act, 1961 applicable to the Company.
Deferred Tax
Deferred tax is recognised using the Balance Sheet
approach. Deferred tax assets and liabilities are recognised
for deductible and taxable temporary differences arising
between the tax base of assets and liabilities and their
carrying amount.
Deferred tax liabilities are recognised for all taxable
temporary differences.
Deferred tax assets are recognised for all deductible
temporary differences, the carry forward of unused tax
credits and any unused tax losses. Deferred tax assets are
recognised to the extent that it is probable that taxable profit
will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and
unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at
each reporting date and reduced to the extent that it is no
longer probable that suficient taxable profit will be available
to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the
deferred tax assets to be recovered.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply in the year when the asset
is realised or liability is settled, based on tax rates (and tax
laws) that have been enacted or substantially enacted at the
reporting date.
Deferred tax assets and deferred tax liabilities are offset if a
legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate to
the same taxable entity and the same taxation authority.
1.16 Earnings per Share
Basic earnings per share are calculated by dividing the
profit after tax or loss for the period attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the period. In case there are any
dilutive securities during the period presented, the impact of
the same is given to arrive at diluted earnings per share.
1.17 Leases
In accordance with IND AS 116, the Company recognizes
right of use assets representing its right to use the underlying
asset for the lease term at the lease commencement date.
The cost of right of use asset measured at inception shall
comprise of the amount of the initial measurement of the
lease liability adjusted for any lease payment made at
or before commencement date less any lease incentive
received plus any initial direct cost incurred and an estimate
of cost to be incurred by lessee in dismantling and removing
underlying asset or restoring the underlying asset or site on
which it is located. The right of use asset is subsequently
measured at cost less accumulated depreciation,
accumulated impairment losses, if any, and adjusted for
any remeasurement of lease liability. The right of use assets
is depreciated using the straight-line method from the
commencement date over the shorter of lease term or useful
life of right of use asset. The estimated useful lives of right
of use assets are determined on the same basis as those of
property, plant and equipment. Right of use assets are tested
for impairment whenever there is any indication that their
carrying amounts may not be recoverable. Impairment loss,
if any, is recognized in statement of profit and loss.
The Company measures the lease liability at the present
value of the lease payments that are not paid at the
commencement date of lease. The lease payments are
discounted using the interest rate implicit in the lease, if that
rate can be readily determined. If that rate cannot be readily
determined, the Company uses incremental borrowing rate.
The lease liability is subsequently remeasured by increasing
the carrying amount to reflect interest on lease liability,
reducing the carrying amount to reflect the lease payments
made and remeasuring the carrying amount to reflect
any reassessment or lease modification or to reflect
revised- in-substance fixed lease payments, the company
recognizes amount of remeasurement of lease liability due
to modification as an adjustment to right of use assets and
statement of profit and loss depending upon the nature of
modification. Where the carrying amount of right of use
assets is reduced to zero and there is further reduction in
measurement of lease liability, the Company recognizes any
remaining amount of the remeasurement in statement of
profit and loss.
The Company has elected not to apply the requirements
of IND AS 116 to short term leases of all assets that have
a lease term of twelve month or less and leases for which
the underlying asset is of low value and to those leasing
arrangements where lease payment is not fixed and is
variable. The lease payments associated with these leases
are recognized as an expense over lease term.
1.18 Foreign exchange transactions
Foreign currency transactions are accounted for at the
exchange rate prevailing on the date of the transaction.
All monetary foreign currency assets and liabilities are
converted at the exchange rates prevailing at the reporting
date. All exchange differences arising on translation of
monetary items are dealt with in the Statement of Profit and
Loss.
1.19 Skill India Project - Assets, Liability & Expenses
The company receives funds from Skill Development board
for various skill development project. The untilized amount
of funds received are shown as other current liabilities. The
bank balances held which is earmarked for the concerned
project is shown as Balance with Bank in earmarked account.
The expenses incurred on the project are initially recognised
as expense and then adjusted against amount received. The
company do not account for any revenue on this account as
no invoices are being raised.
16.1 The aforesaid disclosure is based upon percentages computed separately for each class of shares outstanding, as at the balance
sheet date. As per records of the company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
16.2 Terms/rights attached to paid up equity shares
The company has only one class of equity shares having a par value of Rs 10/-. Each holder of equity shares is entitled to one vote
per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by
the shareholders.
16.3 The company has neither issued any bonus shares nor bought back any share during the period of five years immediately preceeding
the balance sheet date.
Nature and Purposes of Reserves:
a) Securities Premium Account: Securities premium account is used to record premium on issue of shares i.e. amount received in excess
of face value of share . The reserve can be utilised only for limited purpose in accordance with the provisions of Companies Act, 2013.
b) General Reserve: The General Reserve is a free reserve which is used from time to time to transfer profit from/ to retained earning
for appropriate purpose. As the general reserve is created by transfer from one component of equity to another and is not an item
of other comprehensive income. Items including in general reserve will not be re-classified subsequently to statement of profit and
loss
c) Employees Share Options Outstanding Amount : Employees share option outstanding account is created upon granting of ESOP
as per applicable guidelines and forms part of shareholders fund and is transferred to Share Capital, share premium account upon
allotment of underlying shares. Outstanding balance to the credit of stock options outstanding account in respect of vested options
expired/ unexercised are transferred to the General Reserve.
d) Money Received against Share Warrants: Money received against share warrants represents amount received on issue and allotment
of share warrants to promoter group and also to public category in terms of SEBI (Issue of Capital and Disclosure requirements)
guidelines. Share warrant are financial instruments which gives the holder the right to acquire share. Thus, effectively share warrants
are nothing but the amount which would ultimately form part of shareholder fund. Since shares are yet to be allotted, the amount
received is shown as Money received against warrants in Reserve & Surplus and would be classified as share capital upon issue of
Equity share.During the year ended 31st March 2025, upon conversion of warrant in equity shares, the amount recevied have been
transferred to share capital & Securities Premium Account.
e) Retained Earnings : This Represents undistributed earnings accumulated by the Company as at Balance Sheet date.
f) Other Comprehensive Income (Loss): Other Comprehensive Income/Loss (OCI) refers to items of income & expense that are not
realised. Items forming part of OCI may be subsequently classified to statement of profit and loss and may not be classified depending
upon the nature.
Note - 20.1
Details of Security:
**The above credit facilities is secured by way of:-
a) HDFC Bank Limited
i) Fund Based Working Capital limit from HDFC Bank are secured by way of First Pari Passu charge by way of hypothecation of book
debt, bills whether documentary or clean, outstanding monies, receivables both present & future and also cash margin of bank
guarantee in the form of FDR with lien of HDFC bank and also equitable mortgage of property held by third party M/s Despecto
realtors India Private Limited having its Address of Plot No 12, Sector 126, Gautam Budh Nagar, Noida Uttar Pradesh - 201309. The
fund based working capital limits are also secured by way of unconditional & irrevocable personal / Corporate Guarantee of Mr.
Pradeep Misra & M/s Despecto realtors India Private Limited.
b) Kotak Mahindra Bank Limited
i) Equitable Mortgage on Investment property owned having its Address Flat No.H/10/04, 10th floor Block H, Celebrity Greens, GH-1,
Sector B, Ansal API Sushant Golf City, Sultanpur Road, Amar Shaheed Path, Lucknow Uttar Pradesh- 22603
ii) Equitable Mortgage on Investment property owned having its Address Flat No.H/GF/04, Ground floor Block H, Celebrity Greens,
GH-1, Sector B, Ansal API Sushant Golf City, Sultanpur Road, Amar Shaheed Path, Lucknow Uttar Pradesh- 226030
iii) Equitable Mortgage on Investment property owned having its Address Flat No.A/GF/01, Ground floor Block A, Celebrity Meadows,
Sector -1, Ansal API Sushant Golf City, Sultanpur Road, Amar Shaheed Path, Lucknow Uttar Pradesh- 226002
iv) Equitable Mortgage on Investment property owned having its Address Flat No.A/01/01, First floor Block A, Celebrity Meadows,
Sector -1, Ansal API Sushant Golf City, Sultanpur Road, Amar Shaheed Path, Lucknow Uttar Pradesh- 226002
v) Equitable Mortgage on Investment property owned having its Address Flat No.A/09/01, Ninth floor Block A, Celebrity Meadows,
Sector -1, Ansal API Sushant Golf City, Sultanpur Road, Amar Shaheed Path, Lucknow Uttar Pradesh- 226002
c) Unconditional and Irrevocable Personal Guarantee of Director, Mr. Pradeep Misra.
Note 20.2
The company has availed working capital limits from bank on the security of immovable properties and other current assets (refer Note
20.1). The quarterly returns or statement of current assets filed by the company with bank are generally in agreement with books of accounts.
Leave Encashment
The total leave encashment liability of Rs 35.44 Lacs have been shown in Provision - Non Current ( Rs 34.66 Lacs) and Provision - Current (Rs
0.78 Lacs) and does not require disclosure as mentioned in Para 158 of IND AS 19
Defined Contribution Plan
The company makes contribution towards Provident Fund to Regional fund commissioner and ESI to Employee State Insurance Corporation.
The company has recognised Rs. 42.84 Lacs (P.Y. Rs.49.08 Lacs) related to employer's Contribution to Provident fund & other fund in statement
of Profit & Loss
The Management assessed that carrying amount of loans, investments in subsidiaries, Trade receivables, financial assets, cash and cash
equivalent, bank balances, trade payables and financial liabilities approximates their fair value largely due to short term maturities of these
instruments.
Note - 37
Financial Risk Management
The company's activities expose it to a variety of financial risks: interest rate risk, credit risk and liquidity risk. The company's overall risk
management strategy seeks to minimise adverse effects from the unpredictability of financial markets on the company's financial
performance. These risks are managed by the Management of the company under Board of Directors of the company to minimise potential
adverse effects of the financial performance of the company.
Interest rate risk
Interest rate risk primarily arises from floating rate borrowings. The loans given to wholly owned subsidiary company is interest bearing and,
therefore, interest rate risk is minimised. The company has taken secured working capital facilities at variable rate ( Repo rate plus).
Credit risk
Credit risk is the risk of financial loss to the company, if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the company's receivables. The company has made expected credit loss allowance of Rs 261.24 Lacs
on its trade receivables and in its opinion such allowance is sufficient to cover any future credit risk.
Investments / Inter Corporate Loan
The company has given loan to its wholly owned subsidiary which is also interest bearing and therefore less prone to credit risk. The company
has also invested in real estate properties by giving advances and are also less prone to credit risk.
Cash & cash equivalents
With respect to credit risk arising from financial assets which comprise of cash and cash equivalents, the Company s risk exposure arises from
the default of the counterparty, with a maximum exposure equal to the carrying amount of these financial assets at the reporting date. Since
the counter party involved is a bank, Company considers the risks of non-performance by the counterparty as non-material.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages
its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Company's
finance department is responsible for fund management. In addition, processes and policies related to such risks are overseen by senior
management.
The company has secured borrowings and has adequate and sufficient liquidity as detailed above to meet any kind of exigencies.The
company is not exposed to any kind of liquidity risk.
Capital Risk
The company has no capital other than equity. Safety of capital is of prime importance to ensure availability of capital for company's business
requirement. Investment objectives is to provide safety and adequate return on surplus funds. The company's adjusted net debt to equity
ratio at the end of reporting period is as follows:
The Company has contributed to a related party for fulfillment of CSR obligation The company have obtained utilization certificate from
chartered accountant of the turst dated 11th April 2025 and 1st May 2025 signifying there in that amount contributed has been utilized
towards educational activities.
Note - 46
Share Based Payment: The Company has formulated REPL employee stock options scheme 2021 for granting 520275 equity shares and the
company during the financial year ended 31st March 2024 granted 56,650 no.of shares to eligible employees under the aforesaid scheme.
The ESOP so granted to eligible employees shall vest within 12 months from the date of grant of options. 56,650 no. of share options granted
got expired during the year as none of the employee subscribed.
Note - 47
Event reported after the Balance Sheet date
The Board of Directors of the Company have not recommended any final dividend for the financial year ended 31, March'2025.
Note - 48
'The Indian parliament has approved the Code of Social Security, 2020 which would impact the contribution by the company toward provident
fund and gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13,
(i) Details of Benami property : No proceedings have been initiated or are pending against the company for holding any benami property
under the Benami Transactions (Prohibition ) Act , 1988 ( 45 of 1988 ) and the rules made thereunder.
(ii) No funds have been advanced/loaned/invested (from borrowed fund or from share premium or from any other sources/kind of fund) by the
company toanyotherperson(s) orentity(ies),includingforeign entities(intermediaries),withtheunderstanding (whetherrecordedin writing
or otherwise) that the intermediary shall (i) directly orindirectly lend or invest in otherperon or entities identifiedin anymanner whatsoeverby
or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or like to or on behalf of the Ultimate Beneficiaries.
No funds have been received by the company from any person(s) or entity(ies), including foreign entities (funding Parties), 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.
(iii) Compliance with number of layers of Companies: The Company has complied with number of layers prescribed under the Companies
Act , 2013.
(iv) Compliance with approved scheme(s) of arrangements : The Company has not entered into any scheme of arrangement which has
an accounting impact on current and previous financial year.
(v) Undisclosed Income : There is no income surrendered or disclosed as income during the current or previous year in the tax assessments
under the Income Tax Act, 1961 that has not been recorded in the books of accounts.
(vi) Details of crypto currency or virtual currency : The company has not traded or invested in crypto currency or virtual currency during
the current or previous year .
(vii) Valuation of PP&E, intangible asset or investment property : The company has not revalued its property , plant and equipment (
including right-of-use assets ) or intangible assets or both during the current or previous year.
(viii) Relationship with Struck off Companies: The company has no transaction with the companies struck off under Companies Act 2013
or Companies Act 1956 during the year ended 31st March 2025 and 31st March 2024.
(ix) Working Capital Borrowings on security of Current Assets : The quarterly return or statement of current assets filed by the company
with bank are generally in agreement with book of accounts.
(x) Registration of charges : There are no charges or satisfaction of charges which are yet to be registered with Registrar Of Companies
beyond the statutory period.
(xi) Audit Trail : The company has used an accounting software for maintaining its books of accounts for the financial year ended 31 March
2025, which has a feature of recording audit trail (edit log) facilities and the same has been operating for all relevant transactions
recorded in the software. Although the accounting software has inherent limitations, there were no instances of audit trail feature been
tampered. Further, the audit trail has been preserved by the Company as per statutory requirements for record retention.
Note - 49
Figures for the corresponding previous year have been regrouped/reclassified wherever necessary to make them comparable. During the
current year ended 31st March 2025, the Company has re-grouped the comparative financial information for 31st March 2024 due to change
in classification of other non current assets to other non current tax assets (Net) amounting to Rs. 24.30 lacs, reclassification of short term
provision of Rs. 1.65 lacs to long term provisions and reclassification of Non current security deposit of Rs. 5.45 lacs to current security deposit
as required under schedule III of Companies Act, 2013. The impact of such reclassification /regrouping is not material to the Standalone Fi¬
nancial Statement.
Note - 50
During the year ended 31st March 2025, the company has allotted 7,80,000 Equity Shares of Rs. 10/- each upon conversion of Share warrants
on preferential basis at an issue price of Rs. 225/- per share ( Premium amount Rs. 215/- per share ) to promoter / promoter group and to
non-promoter group aggregated to Rs. 1,755.00 lacs by transferring a sum of Rs. 1,677.00 lacs to Securities Premium account.
Note - 51
There are no events occurred after the balance sheet date requiring disclosure in the financial statements.
As per our report of even date
For Doogar & Associates For and on behalf of the Board of Directors
Chartered Accountants
Reg. No.000561N
Madhusudan Agarwal Pradeep Misra Richa Misra
Partner (Managing Director) (Whole Time Director)
Membership No. 86580 [DIN:01386739] [DIN:00405282]
Place : Noida Rahas Bihari Panda Manoj Kumar
Date : 30th May, 2025 (Company Secretary) (Chief Financial Officer)
[Membership No. A22095] [PAN: AKRPK7520N]
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