h) Provisions, Contingent liabilities and Contingent Assets
Provisions are recognised when there is a present obligation as a result of past events, it is
probable that an outflow of resources will be required to settle the obligation and in respect of
which reliable estimate can be made. Provisions are not discounted to its present value and are
determined based on the best estimate required to settle the obligation at each Balance Sheet
date. These are reviewed at each Balance Sheet date and adjusted to reflect the best current
estimate.
A present obligation that arises from past events where it is either not probable that an outflow of
resources will be required to settle or a reliable estimate of the amount cannot be made, is
disclosed as a contingent liability. Contingent liabilities are also disclosed when there is a
possible obligation arising from past events, the existence of which will be confirmed only by the
occurrence or non -occurrence of one or more uncertain future events not wholly within the
control of the Company.
Contingent assets are not recognised in financial statements since this may result in the
recognition of income that may never be realised. However, when the realisation of income is
virtually certain, then the related asset is not a contingent asset and is recognised.
i) Revenue recognition
Revenue from contracts with customers is recognised when control of the goods or services are
transferred to the customer at an amount that reflects the consideration to which the Company
expects to be entitled in exchange for those goods or services. Revenue is measured at the fair
value of the consideration received or receivable, net of returns, discounts, volume rebates, and
goods and service tax. The Company recognises revenue when the amount of revenue can be
reliably measured, it is probable that future economic benefits will flow to the Company regardless
of when the payment is being made.
Interest Income
Income from interest on deposits, loan and interest bearing securities is recognised on a time
proportion basis taking into account the underlying interest rate.
Dividend income
Dividend income is recognised at the time when right to receive the payment is established,
which is generally, when the shareholders approve the dividend.
j) Income Tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable
income based on the applicable income tax rate for each jurisdiction adjusted by changes in
deferred tax assets and liabilities (including MAT) attributable to temporary differences and to
unused tax losses.
Deferred tax is provided using the balance sheet approach on temporary differences at the
reporting date between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purpose at reporting date. Deferred income tax assets and liabilities are
measured using tax rates and tax laws that have been enacted or substantively enacted by the
balance sheet date and are expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect of changes in tax rates
on deferred income tax assets and liabilities is recognized as income or expense in the period
that includes the enactment or the substantive enactment date. A deferred income tax asset is
recognized to the extent that it is probable that future taxable profit will be available against
which the deductible temporary differences and tax losses can be utilized. The Company offsets
current tax assets and current tax liabilities, where it has a legally enforceable right to set off the
recognized amounts and where it intends either to settle on a net basis, or to realize the asset
and settle the liability simultaneously.
Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws
in India, which is likely to give future economic benefits in the form of availability of set off against
future income tax liability. MAT is recognised as deferred tax assets in the Balance Sheet when
the asset can be measured reliably and it is probable that the future economic benefit associated
with the asset will be realised.
k) Cash flow statement
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for
the effects of transactions of a non-cash nature, any deferrals or accruals of past or future
operating cash receipts or payments and item of income or expenses associated with investing
or financing cash flows. The cash flows from operating, investing and financing activities of the
Company are segregated.
l) Financial instruments
Financial assets and financial liabilities are recognised when a Company becomes a party to
the contractual provisions of the instruments.
Financial Assets
Initial Recognition
All financial assets and liabilities are recognized at fair value on initial recognition, except for
trade receivables which are initially measured at transaction price. Transaction cost that are
directly attributable to the acquisition or issue of financial assets and financial liabilities, that are
not at fair value through profit or loss, are added to the fair value on initial recognition
Classification and Subsequent Measurement: Financial Assets
The Company classifies financial assets as subsequently measured at amortised cost, fair value
through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”) on
the basis of following:
• entity’s business model for managing the financial assets and
• contractual cash flow characteristics of the financial asset.
Debt Instruments
Amortised Cost
A financial asset is subsequently measured at amortised cost, if the financial asset is held within
a business model, whose objective is to hold the asset in order to collect contractual cash flow
and the contractual term of financial asset give rise on specified date to cash flow that are solely
payment of principal and interest on principal amount outstanding.
Fair Value through Other Comprehensive Income
Financial assets that are held within a business model whose objective is achieved by both,
selling financial assets and collecting contractual cash flows that are solely payments of principal
and interest, are subsequently measured at fair value through other comprehensive income.
Fair value movements are recognized in the other comprehensive income (OCI). Interest income
measured using the EIR method and impairment losses, if any are recognised in the Statement
of Profit and Loss. On derecognition, cumulative gain or loss previously recognised in OCI is
reclassified from the equity to ‘other income’ in the Statement of Profit and Loss.
Fair Value through Profit or Loss
A financial asset is classified and measured at fair value through profit or loss unless it is
measured at amortised cost or at fair value through OCI.
All recognised financial assets are subsequently measured in their entirety at either amortised
cost or fair value, depending on the classification of the financial assets.
Equity Instruments
All investments in equity instruments classified under financial assets are measured at fair
value. The company, in respect of equity investments which are not held for trading, made an
irrevocable election based on its judgment to present in other comprehensive income subsequent
changes in the fair value (FVOCI) of such equity instrument. The Company makes such election
on an instrument-by-instrument basis. Fair value changes on an equity instrument is recognised
as other income in the Statement of Profit and Loss unless the Company has elected to measure
such instrument at FVOCI. Fair value changes excluding dividends, on an equity instrument
measured at FVOCI are recognised in OCI. Amounts recognised in OCI are not subsequently
reclassified to the Statement of Profit and Loss. Dividend income on the investments in equity
instruments are recognised as ‘other income’ in the Statement of Profit and Loss.
Financial Liabilities
Initial Recognition
Financial liabilities are initially measured at the amortised cost unless at initial recognition, they
are classified as fair value through profit and loss. In case of trade payables, they are initially
recognised at fair value and subsequently, these liabilities are held at amortised cost, using the
effective interest method.
Classification and Subsequent Measurement: Financial liabilities
Financial liabilities are subsequently measured at amortised cost using the EIR method. Financial
liabilities carried at fair value through profit or loss are measured at fair value with all changes in
fair value recognised in the Statement of Profit and Loss.
Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end
of each reporting period. The Company recognises a loss allowance for expected credit losses
on financial asset. In case of trade receivables, the Company follows the simplified approach
permitted by Ind AS 109 - Financial Instruments for recognition of impairment loss allowance.
The application of simplified approach does not require the Company to track changes in credit
risk. The Company calculates the expected credit losses on trade receivables using a provision
matrix on the basis of its historical credit loss experience.
Derecognition of financial instruments
The Company derecognises a financial asset when the contractual rights to the cash flows from
the asset expire, or when it transfers the contractual rights to receive the cash flows from the
asset.
A financial liability is derecognised when the obligation specified in the contract is discharged,
cancelled or expires.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet
where there is a legally enforceable right to offset the recognised amounts and there is an
intention to settle on a net basis or realise the asset and settle the liability simultaneously.
m) Fair value measurements
The Company measures financial instruments at fair value at each balance sheet date. 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. The fair value measurement
is based on the presumption that the transaction to sell the asset or transfer the liability takes
place either:
- In the principal market for the asset or liability.
Or
-In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
All assets and liabilities for which fair value is measured or disclosed in the financial statements
are categorised within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole;
Level 1- Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2- Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.
Level 3- Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
For the purpose of fair value disclosures, the Company has determined classes of assets and
liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level
of the fair value hierarchy as explained above.
n) Employee benefits
Defined contributions plan
Contributions to defined contribution schemes such as employees’ state insurance, labour
welfare fund, superannuation scheme, employee pension scheme etc. are charged as an
expense based on the amount of contribution required to be made as and when services are
rendered by the employees. Company’s provident fund contribution, in respect of certain
employees, is made to a government administered fund and charged as an expense to the
Statement of Profit and Loss. The above benefits are classified as Defined Contribution Schemes
as the Company has no further defined obligations beyond the monthly contributions.
Defined benefit plans
The Company’s Liabilities on account of Gratuity and Earned Leave on retirement of employees
are determined at the end of each financial year on the basis of actuarial valuation certificates
obtained from Registered Actuary in accordance with the measurement procedure as per Indian
Accounting Standard (Ind AS) -19., ‘Employee Benefits’ The gratuity liability is covered through
a policy taken by a trust established under the group gratuity scheme with Life Insurance
Corporation of India (LIC). The costs of providing benefits under these plans are also determined
on the basis of actuarial valuation at each year end. Actuarial gains and losses for defined
benefit plans are recognized through OCI in the period in which they occur. Re-measurements
are not reclassified to profit or loss in subsequent periods.
The Defined Benefit Plan can be short term or Long terms which are defined below:
(i) Short term Employee benefit
Liabilities for wages and salaries, including non-monetary benefits that are expected to be
settled wholly within 12 months after the end of the period in which the employees render
the related service are recognised in respect of employees’ services up to the end of the
reporting period and are measured at the amounts expected to be paid when the liabilities
are settled. The liabilities are presented as current employee benefits obligations in the
balance sheet.
(ii) Long term Employee benefits
Compensated absences which are not expected to occur within 12 months after the end of
the period in which the employee renders the related services are recognized as a liability
at the present value of the defined benefit obligation at the balance sheet date.
o) Segment reporting
An operating segment is a component of the Company that engages in business activities from
which it may earn revenues and incur expenses, whose operating results are regularly reviewed
by the company’s chief operating decision maker to make decisions for which discrete financial
information is available. Based on the management approach as defined in Ind AS 108, the
chief operating decision maker evaluates the Company’s performance and allocates resources
based on an analysis of various performance indicators by business segments and geographic
segments.
p) Borrowings
Borrowings are measured at amortised cost. Any difference between the proceeds (net of
transaction costs) and the redemption amount is recognised in profit or loss over the period of
the borrowings using effective interest method. Fees paid on the establishment of loan facilities
are recognised as transaction costs of the loan to the extent that it is probable that some or all of
the facility will be drawn down. To the extent there is no evidence that it is probable that some or
all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services
and amortised over the period of the facility to which it relates.
Borrowings are classified as current liabilities unless the company has an unconditional right to
defer settlement of the liability for at least 12 months after the reporting period. Where there is a
breach of a material provision of a long-term loan arrangement on or before the end of the
reporting period with the effect that the liability becomes payable on demand on the reporting
date, the entity does not classify the liability as current, if the lender agreed, after the reporting
period and before the approval of the financial statements for issue, not to demand payment as
a consequence of the breach.
q) Earnings per share
Basic earnings per share is computed by dividing the net profit for the period attributable to the
equity shareholders of the Company by the weighted average number of equity shares outstanding
during the period. The weighted average number of equity shares outstanding during the period
and for all periods presented is adjusted for events, such as bonus shares, other than the
conversion of potential equity shares that have changed the number of equity shares outstanding,
without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit for the period attributable
to equity shareholders and the weighted average number of shares outstanding during the
period is adjusted for the effects of all dilutive potential equity shares.
r) Investment in subsidiary
Investment in subsidiary is shown at deemed cost. Further where the carrying amount of an
investment is greater than its estimated recoverable amount, it is written down immediately to its
recoverable amount and the difference is transferred to the Statement of Profit and Loss, if any.
On disposal of investment, the difference between the net disposal proceeds and the carrying
amount is charged or credited to the Statement of profit and loss, if any.
s) Business Combinations
Business combinations have been accounted for using the acquisition method under the
provisions of Ind AS 103, Business Combinations. The Cost of acquisition is measured at the
fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed
at the date of acquisition, which is the date on which control is transferred to the Company.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair value on the date of acquisition.
t) Changes in Accounting Policies and disclosure:
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing
standards under Companies (Indian Accounting Standards) Rules as issued from time to time.
For the year ended March 31,2025, MCA has not notified any new standards or amendments to
the existing standards applicable to the Company.
u) Compliance with audit trail for accounting software:
The Company is using an ERP which is widely used. The ERP software is having an audit trail
feature for maintaining its books of account. The Company enabled audit trail in all the tables
throughout the year.
Notes!) The board of directors of the company, in their meeting held on 11th Sept,2024 have approved
preferential allotment of 2,92,000 equity shares of face value of Rs.10 each of the Company at a
price of Rs.64 per share for total consideration of Rs.186.88 Lakhs to Merlin Resources Pvt. Ltd. On
14th Oct, 2024 the shareholders of the Company have approved such issuance of equity share on
preferential basis to investor through postal ballot and the equity shares has 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/guide-
lines.
II) During the year ended March 31,2025 the Board of Directors of the Company, in their meeting held
on 11th September 2024 have approved preferential allotment of 19,20,000 Equity Convertible War¬
rants of the Company of Face value of Rs. 10/- each, carrying an entitlement to subscribe for
equivalent number of fully paid-up Equity Shares of the Company, in dematerialized form, to Pro¬
moter and non-promoters, at a price of Rs. 64/- (Rupees Sixty-Four Only) per warrant [including
premium of Rs. 54/- (Rupees Fifty-Four Only per warrant)] for consideration in cash, aggregating to
Rs. 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, have approved such issuance of
equity share on preferential basis to investors through postal ballot. The Company has received an
aggregate consideration of Rs 3,07,20,000/- (Rupees Three Crores Seven Lakhs Twenty Thousand
Only) , towards minimum 25% of the total consideration of the warrants as on 31/03/2025. The
company has allotted 19,20,000 warrants to a Promoter and Non-Promoters carrying a right to
convert each warrant into an Equity Share of Rs. 10/- each at a premium of Rs 54 per share within
a period of 18 months from the date of allotment i.e. 25th October,2024. The Equity shares to be
issued on conversion of Warrants, shall rank pari-passu with the existing equity shares of the
Company.
Note : 33 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 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.
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.
i) 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. The Company's exposure to the risk of changes in market interest rates relates
primarily to the Company's long term debt obligations with fixed interest rates. The Company is carrying its
borrowings primarily at fixed rate.
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, 2025 and March, 2024 was ' 3424.92
Lakhs and ' 1976.41 Lakhs respectively. A 10% change in equity price as at March 31, 2025 and March 2024
would result in an impact of ' 342.49 Lakhs and ' 197.64 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 and 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.
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 2025 and
31 March 2024 is the carrying value as illustrated in Note 36.
(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.
Disclosure of Related Party Transactions provides the information about the Company's structure. The following
tables provides the total amount of transactions that have been entered into with related parties for the relevant
financial year.
Terms and conditions of transactions with related parties:
The sales and purchase from related parties are made on terms equivalent to those that prevail in arm’s length
transactions. The assessment is undertaken each financial year through examining the financial position of
the related party and the market in which the related party operates.
Note : 39 Capital Management :
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium
and all other equity reserves attributable to the equity holders of the Company. The primary objective of the
Company’s capital management is to maximise the shareholders value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions
and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may
adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company
monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.
Note : 45 Other Statutory Information :
(i) The Company do not have any Benami property, where any proceeding has been initiated or pending
against the Company for holding any Benami property.
(ii) The Company do not have any transactions with companies struck off.
(iii) The Company do not have any changes or satisfaction which is yet to be registered with ROC beyond
the statutory period
(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial
year.
(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foregn 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 have not received any fund from any person(s) or entity(ies), including foregn 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 have not 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 reporting period and also for previous
(x) The Company has not granted any loans or advances to promoters, directors, KMPs and the related
parties (as defined under the Companies Act 2013, either severally or jointly with any other person, that
are (a) repayable on demand, or (b) without specifying any terms or period of repayment
(xi) The Company has no CWIP either in current year or in previous year
(xii) The Company does not have any intangible assets under development during the current and previous
year reporting period
(xiii) The Company does not have any borrowings from banks or financial institutions on the basis of security
of current assets the financial statements; hence no disclosure is required as such
(xiv) 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
(xv) 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
(xvi) The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013
(xvii) Exceptional item pertain to provision of an old outstanding amount of Rs.58.53 Lacs deposited with City
Civil Court-Bombay where there is a remote chance of recovery and the matter is sub judice from a very
long time.
Note 46) Previous year figures have been reclassified / regrouped / rearranged wherever
necessary.
As Per Our Report Of Even Date attached
FOR S. K. Agrawal and Co Chartered Accountants LLP. For and on Behalf of the Board of Directors
Chartered Accountants
Firm Reg. No.: 306033E/E300272 UTSAV PAREKH KISHOR SHAH
Vivek Agarwal Chairman Managing Director
Partner (DIN No. 00027642) (DIN No. 00170502)
Membei-ship No. : 301571 POONAM BHATIA SHREEMANTA BANERJEE
Place: Kolkata Company Secretary CFO-cum Vice President
Dated: 23rd May, 2025 - cum-Sr. Compliance Officer Finance & Taxation
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