(B) Terms/Rights attached to equity shares
The Company has issued only one class of Equity Shares having a par value of '1/- per share. Each holder of Equity Shares is entitled to one vote per share.The final dividend proposed if any, 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 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.
(C) The Company had allotted 13,26,21,156 Equity Shares in exchange of Shares of Lloyds Engineering Works Limited on 21st May 2021 other then that there was no issuance of shares other than cash . The Company has not bought back any shares in last 5 years.
Nature and Purpose General Reserve
General Reserve is used from time to time to transfer profits from Retained Earnings for appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General Reserve will not be reclassified subsequently to statement of profit and loss.
Securities Premium
Securities Premium Reserve is used to record the premium on issue of shares and is utilised in accordance with the provisions of the Companies Act, 2013.
Capital Reserve
Capital Reserve is arising out of scheme of arrangement between Ragini Trading & Investments Limited and Parishram Properties Private Limited and Lloyds Enterprises Limited and Pragya Realty Developers Private Limited and their respective Shareholders & Creditors.
Retained Earnings
Retained Earnings are the profits of the Company earned till date net of appropriations.
Share Based Payment Reserve
Share based payment reserve represents the cumulative expense recognized for equity-settled transactions at each reporting date until the employee share options are exercised/expired upon which such amount is transferred to Securities Premium Reserve.
Other Comprehensive Income
This reserve represents the cumulative gains and losses arising on revaluation of equity instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earnings when those assets are disposed of and remeasurement of defined benefit plan.
Note 30. Disclosure as required by the Ind AS -19 “Employee Benefit” is given below:
Defined benefit plan: The Company operates one defined benefit plan, viz., gratuity benefit, for its employees. The Gratuity plan provides for 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 basic salary payable for each completed year of service. The company does not have any fund for gratuity liability and the same is accounted for as provision.
Under the other long term employee benefit plan, the company extends benefit of compensated absences to the employees, whereby they are eligible to carry forward their entitlement of earned leave for encashment upon retirement / separation or during tenure of service. The Plan is not funded by the company.
The above sensitivity analysis is determined based on a method that extrapolates the impact on the net defined benefit obligations, as a result of reasonable possible changes in the significant actuarial assumptions. Further, the above sensitivity analysis is based on a reasonably possible change in a particular under-lying actuarial assumption, while assuming all other assumptions to be constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
Note 31. Financial Instrument and Risk Management
Fair values
1. The carrying amounts of trade payables, other financial liabilities (current), borrowings (current), trade receivables, cash and cash equivalents, other bank balances and loans are considered to be the same as fair value due to their short-term nature.
2. Borrowings (non-current) consists of loans from banks and government authorities, other financial liabilities (noncurrent) consist of interest accrued but not due on deposits other financial assets consist of employee advances where the fair value is considered based on the discounted cash flow.
3. The fair value of forward foreign exchange contracts is calculated as the present value determined using forward exchange rates, currency basis spreads between the respective currencies and interest rate curves.
The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than quoted price included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
The fair value of financial instruments that are not traded in an active market is determined using market approach and valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty.
The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are non-current in nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.
1) Financial Risk
The business activities of the Company expose it to a variety of financial risks, namely market risks (that is, foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s risk management strategies focus on the un-predictability of these elements and seek to minimize the potential adverse effects on its financial performance.
The financial risk management for the Company is driven by the Company’s senior management and internal/ external experts subject to necessary supervision.
The Company does not undertake any speculative transactions either through derivatives or otherwise. The senior management is accountable to the Board of Directors and Audit Committee. They ensure that the Company’s financial risk-taking activities are governed by appropriate financial risk governance frame work, policies and procedures. The Board of Directors periodically reviews the exposures to financial risks, and the measures taken for risk mitigation and the results thereof.
2) Foreign currency Risk
Foreign exchange risk arises on all recognized monetary assets and liabilities and on highly probable forecasted transactions which are denominated in a currency other than the functional currency of the Company.
The foreign exchange risk management policy of the Company requires it to manage the foreign exchange risk by transacting as far as possible in the functional currency.
No Forward contracts were entered into by the company either during the year or previous years since the company has very minimum exposure to foreign currency risk as stated in above table.
i. Price risk
The company uses surplus fund in operations and for further growth of the company. Hence, there is no price risk associated with such activity.
ii. Credit risk
Credit risk refers to the risk of default on its obligation by the counter-party the risk of deterioration of creditworthiness of the counter-party as well as concentration risks of financial assets, and thereby exposing the Company to potential financial losses. The Company is exposed to credit risk mainly with respect to trade receivables.
Trade receivables
The Trade receivables of the Company are typically noninterest bearing un-secured. As there is no independent credit rating of the customers available with the Company, the management reviews the credit-worthiness of its customers based on their financial position, past experience and other factors. The credit risk related to the trade receivables is managed / mitigated by concerned team based on the Company’s established policy and procedures and by setting appropriate payment terms and credit period. The credit period provided by the Company to its customers depend upon the contractual terms with the customers.
The Company performs on-going credit evaluations of its customers’ financial condition and monitors the creditworthiness of its customers to which it grants credit in its ordinary course of business. The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amount due or there are some disputes which in the opinion of the management is not in the Company’s favor. Where the financial asset has been written-off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized in profit and loss.
iii. Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Accordingly, as a prudent liquidity risk management measure, the Company closely monitors its liquidity position and deploys a robust cash management system.
Based on past performance and current expectations, the Company believes that the Cash and cash equivalents and cash generated from operations will satisfy its working capital needs, capital expenditure, investment requirements, commitments and other liquidity requirements associated with its existing operations, through at least the next twelve months.
3) Capital Risk
The Company’s objective while managing capital is to safeguard its ability to continue as a going concern (so that it is enabled to provide returns and create value for its shareholders, and benefits for other stakeholders), support business stability and growth, ensure adherence to the covenants and restrictions imposed by lenders and/ or relevant laws and regulations, and maintain an optimal and efficient capital structure so as to reduce the cost of capital. However, the key objective of the Company’s capital management is to, ensure that it maintains a stable capital structure with the focus on total equity, uphold investor; creditor and customer confidence, and ensure future development of its business activities. In order to maintain or adjust the capital structure, the Company may issue new shares, declare dividends, return capital to shareholders, etc.
The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements.
Note 33. Proposed Dividend clause
On 8th May, 2026, the Board of Directors of the Company have proposed a final dividend of five paise per share in respect of the year ended 31st March, 2026 subject to approval of Shareholders at the Annual General Meeting and if approved, would result in a cash outflow of approximately ' 7.55 Crs.
Note 34. Segment reporting under Ind AS -108
The Company is engaged in the business of Trading and there are no separate reportable segments as per Indian Accounting Standard (As-108) “Segment Reporting”. The Company’s operations are within India.
The deferred tax impact of 0.02 Crore is derived at the tax rate of 25.17% on net increase in deferred tax assets of ^ 0.08 Crore (includes Fixed Assets, Employee Benefits and Leases). Deferred tax impact on OCI of ^ 99.31 Crore is derived on the fair value of investments, has been recognized in the current financial year.
Note 40. Subscription of Non-Convertible Debentures (NCDs):
Lloyds Realty Developers Limited has issued debentures worth ^ 638.00 Crores with a coupon rate of 9.25% p.a. to us, wherein interest is contractually payable at the end of 5th, 6th and 7th year. During the year, an application for a scheme of amalgamation/merger between Lloyds Realty Developers Limited, Indrajit Properties Private Limited and Lloyds Enterprises Limited is filed and is expected to become effective in the subsequent financial year. Pursuant to which both the receivable and payable relating to the aforesaid debentures, including accrued interest thereon, would stand extinguished upon merger.
Considering the above and based on the principle of substance over form, the Company has not recognized interest income on the said debentures for the year under audit, as such income would not be realizable upon completion of the merger and no actual outflow towards interest would arise after the effective date of amalgamation. The management believes that such accounting treatment presents a true and fair view of the financial statements.
Explanations to the changes in ratios-
1. The current ratio has increased due to an increase in the company’s operations compared to last year, which has led to increase in trade receivables, increase in investments, and the payment of the short term borrowed funds.
2. The debt service coverage ratio has increased due to higher interest payments. Additionally, the company has taken new loans from bank to finance the fixed assets and operations, resulting in higher borrowings compared to the previous year, but profitability also increased during the year.
3. The ROE has increased this year due to higher profits compared to last year.
4. Average trade receivables increased which have led to lower trade receivables turnover ratio.
5. Average trade payables increased which have led to lower trade payables turnover ratio.
6. The net capital turnover has increased due to a decrease in revenue and increase in working capital, driven by expanded operations.
7. The net profit ratio has increased due to a rise in the company’s profit, as the compare to previous year’s profit.
8. The return on capital employed has increased due to higher profit as compare to the last year.
9. The Return on Investment is decreased due increase in investment value as compare to increase in income on investment.
Note 43. Approval of Financial Statements
The financial statements were approved for issue by the board of directors on 08th May, 2026.
See accompanying notes 1 to 43 are integral part of these Financial Statements
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