During the year,the Company has allotted 29,38,500 Rights Equity Shares of face value ' 10 each at a price of ' 75 per Rights Equity Share (including premium of ' 65 per share) to the eligible equity shareholders of the Company as on the record date 5th March, 2026 for an amount aggregating ' 2203.87 Lakhs on Right basis.
4 Terms and Rights attached to equity shares
The Company has only one class of equity shares having a par value of ' 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pay 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 except in case of interim dividend. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
I) The board of directors of the company, in their meeting held on 11th Sept,2024 had approved preferential allotment of 2,92,000 equity shares of face value of ' 10 each of the Company at a price of ' 64 per share for total consideration of ' 186.88 Lakhs to Merlin Resources Pvt. Ltd. On 14th Oct, 2024 the shareholders of the Company had approved such issuance of equity share on preferential basis to investor through postal ballot and the equity shares had been alloted on 25th Oct,2024, in accordance with the provisions of the Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations,2018 and other applicable rules/regulation/guidelines.
II) During the year ended March 31, 2025 the Board of Directors of the Company, in their meeting held on 11th September 2024 had approved preferential allotment of 19,20,000 Equity Convertible Warrants of the Company of Face value of ' 10/- each, carrying an entitlement to subscribe for equivalent number of fully paid-up Equity Shares of the Company, in dematerialized form, to Promoter and non-promoters, at a price of ' 64/ - (Rupees Sixty-Four Only) per warrant [including premium of ' 54/- (Rupees Fifty-Four Only) per warrant] for consideration in cash, aggregating to ' 12,28,80,000/- (Rupees Twelve Crores Twenty- Eight Lakhs Eighty Thousand Only), in terms of the SEBI ICDR Regulations 2018. Shareholders of the Company, had approved such issuance of equity shares on preferential basis to investors through postal ballot. The Company had received an aggregate consideration of ' 3,07,20,000/- (Rupees Three Crores Seven Lakhs Twenty Thousand Only) , towards 25% of the total consideration of the warrants as on 31/03/2025. The company had allotted 19,20,000 warrants to a Promoter and Non-Promoters carrying a right to convert each warrant into an Equity Share of ' 10/- each at a premium of ' 54 per share within a period of 18 months from the date of allotment i.e. 25th October,2024. Subsequent to the reporting date i.e. 31st March,2026, the Company has converted 19,20,000 Equity Convertible Warrants into 19,20,000 Equity Shares on 20th April, 2026 upon receipt of the balance 75% consideration aggregating to ' 9,21,60,000.The Equity Shares issued on conversion of Equity Convertible Warrants rank pari-passu with the existing Equity Shares of the Company.
NOTE 34 : SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using other valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable
Impairment of non-financial assets (Contd.)
market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
NOTE 35 : BAD DEBTS
The Company has written off a loan amount of Rs 1303.98 lakhs as bad debt, which was provided in earlier quarters, based on an arbitration order dated 25th March 2026.
NOTE 36 : EXPECTED CREDIT LOSS
During the year the company based on a valuation report received has recognised a fair valuation loss on its investment portfolio. The company has recognised the above provisions in the financial statements in accordence with prudent accounting practices.
NOTE 37 : LABOUR CODES
The Government of India has notified the four Labour Codes, namely the Code on Wages, 2019; the Industrial Relations Code, 2020; the Occupational Safety, Health and Working Conditions Code, 2020; and the Code on Social Security, 2020, which are intended to subsume and replace various existing labour laws. While the Acts have been notified, the detailed rules, procedures, and state-specific implementations under the aforesaid Labour Codes are yet to be notified and/or made effective. In view of the same, the Company has evaluated the potential impact of the Labour Codes on its financial statements, including implications on employee-related costs, social security contributions, gratuity, provident fund, and other employee benefit obligations and there is no major impact of the same on the Company.
Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2 : The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is inlcuded in Level 2.
Level 3 : If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
NOTE 41 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company’s principal financial liabilities comprise loans and borrowings and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to support its operations. The Company’s financial assets include Investment in equity instruments, Investment in preference shares, Investment in debentures, trade and other receivables, and cash & cash equivalents that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The company’s senior management oversees the management of these risks.
(A) Market 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 risks. The value of a financial instrument may change as a result of changes in the interest rates, equity price fluctuations and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.
ii) Equity Price risk
“Equity Price Risk is related to the change in market reference price of the investments in equity securities. The fair value of Company’s investment in quoted equity securities as at March 31, 2026 and March, 2025 was ' 3850.12 in Lakhs and ' 3424.92 in Lakhs respectively. A 10% change in equity price as at March 31,2026 and March 2025 would result in an impact of ' 385.01 in Lakhs and ' 342.49 in Lakhs respectively.
(Note: The impact is indicated on equity before consequential tax impact, if any).”
(B) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument leading to a financial loss. The Company is exposed to credit risk from its financing activites, investment in mutual funds and other financial instruments.
(i) Trade receivables
Customer credit risk is managed by each business location subject to the Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed and individual credit limits are defined in accordance with the assessment both in terms of number of days and amount. Any Credit risk is curtailed with arrangements with third parties.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addtion, a large number of minor receivables are grouped into homogenous groups andd assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 07. The Company does not hold collateral as security.
(ii) Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investment of surplus funds are made only with approved counterparties. The Company’s maximum exposure to credit risk for the components of the balance sheet at 31 March 2026 and 31 March 2025 is the carrying value as illustrated in Note 40.
(C) Liquidity risk
Liquidity risk refer to the risk that the Company may not able to meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per the requirement. The Company maintains its surplus funds, if any, in deposits / balances which carry low market risk. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
NOTE 50 : OTHER STATUTORY INFORMATION
(i) The Company does not have any Benami property, where any proceedings have been initiated or pending against the Company during the year for holding any benami property.
(ii) The Company did not have any transactions with companies, struck off during the year.
(iii) The Company does not have any charges or satisfaction, which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
(v) The Company has not advanced or lent or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall :
a) directly or indirectly lend or invest in others persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) 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 :
a) directly or indirectly lend or invest in others persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vii) The company did 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 (such as, search or survey or any other relevant provisions of the Income Tax Act,1961).
(viii) Title deed of all the immovable properties appearing in the books of company are held in company’s own name.
(ix) The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the current reporting period and also for previous year.
(x) During the year the Company did not provide any loans or advances which remains outstanding (repayable on demand or without specifying any terms or period of repayment) to specified persons.
(xi) The Company does not have any borrowings from banks or financial institutions on the basis of security of current assets of the Financial statements, hence no disclosure is required as such.
(xii) The Company has not been declared as willful defaulter as at the date of the balance sheet or on the date of approval of the financial statements, hence no disclosure is required as such.
(xiii) The Company has complied with the number of layers prescribed under Clause (87) of Section 2 of the Companies Act, 2013 read with Companies (restriction on number of layers) Rules, 2017.
NOTE 51 :
Previous year figures have been reclassified / regrouped / rearranged wherever necessary.
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