During the current financial year, the paid up equity share capital of the Company has increased from ' 295.97 Lakhs divided into 1,47,98,500 equity shares of face value of ' 2/- each to ' 346.27 Lakhs divided into 1,73,13,500 equity shares of face value of ' 2/- each on account of allotment of 25,15,000 equity shares of the Company of face value of ' 2/- each (pursuant to conversion of Warrants) at an issue price of ' 62.20 per share (before split price was ' 311.00 per share and face value was ' 10 each)
Note: The Company has only one class of shares i.e. Equity Shares with equal rights for dividend and repayment. Each holder of shares is entitled to one vote per share. Dividend on Equity Shares whenever proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.
Term of Share Warrants convertible into Equity
During the financial year 2023-24, the Company had issued and allotted 10,60,000 convertible share warrants, each convertible into one equity share of ' 10 each, on preferential allotment basis at an issue price of ' 311 per warrant, to the promoter/ Promoter Group of the company and certain identified non-promoter entity, upon receipt of 25% of issue price (i.e. ' 77.75 per warrant) as warrant subscription money. During the FY 2024-25, Two of the Warrant holders have paid the balance 75% amount of issues price (i.e. ' 233.25 per warrant) for conversion of 5,03,000 warrants in to 25,15,000 equity shares of the company of ' 2 each (post effect of split) and accordingly 25,15,000 equity shares of the Company have been allotted to them on 12th March, 2025. As on 31st March 2025, there shall be 5,57,000 warrants which are pending for conversion into equity shares of the Company within 18 months from the date of allotment i.e. 20th December, 2023.
(A) General reserve
General Reserve reflects amount transferred from Current Year's Profit in accordance with regulations of the Companies Act, 2013.
(B) Securities Premium
Securities premium is used to record the premium received on issue of shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.
(C) Capital Reserve
Capital Reserve are created on account of merger of Swastika Commodities Private Limited with Swastika Investmart Limited. Capital reserve is utilised in accordance with provision of the Act.
(D) Retained Earnings
Retained Earnings are created from the profit/ loss of the Company, as adjusted for distributions to owners, transfers to other reserves, etc.
(F) Money Received Against Share warrants
Money received against share warrants is the amount received by the Company which is converted into shares at a specified rate. These warrants are carrying a right to subscribe one equity share per warrant. The price of the warrants have been determined in accordance with the ICDR Regulations.
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37. Contingent Liabilities
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' in lakhs
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Particulars
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For the year ended
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For the year ended
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| |
March 31, 2025
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March 31, 2024
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Guarantees
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|
|
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(i) Bank guarantee issued in favour of NSE/BSE/MCX/NCDEX
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6,000.00
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5,000.00
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Others
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|
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(i) Claims against the Company not acknowledged as debts
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|
|
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Disputed arear rent
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64.23
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64.23
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SEBI Inspection penalty
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15.00
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15.00
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Deposit against IGRP/ARB Award (NSE)
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9.50
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24.85
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(ii) Disputed Income Tax & GST Demands not provided for:-
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|
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Income Tax Demands
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|
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F.Y. 2017-18 (on account of Penalty as per 270A)
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55.14
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55.14
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F.Y. 2017-18 (on account of addition to total income as per 143(3))
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24.40
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-
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F.Y. 2016-17
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1.10
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1.10
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F.Y. 2014-15
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78.15
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16.71
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F.Y. 2013-14 *
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-
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177.03
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F.Y. 2012-13
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5.23
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5.23
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F.Y. 2006-07 **
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-
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0.93
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F.Y. 2022-23 ***
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-
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3.53
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GST Demand
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|
|
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F.Y. 2017-18
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44.37
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44.37
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F.Y. 2018-19
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58.16
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58.16
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F.Y. 2019-20
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37.03
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37.03
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F.Y. 2020-21
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29.46
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29.46
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Service Tax Demand
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|
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F.Y. 2007-08 to F.Y. 2009-10
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5.43
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-
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Total
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6,427.20
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5,532.77
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* F.Y. 2013-14 - As per rectification order dated 21.05.2024 and 28.04.2025, the demand is no more outstanding ** For F.Y. 2006-07, order received dated 11.06.2024 which is in company's favour.
*** For F.Y. 2022-23, As per order dated 06.09.2024, refund was confirmed
38. Lease
The Company has recognised ' 272.92 Lakhs ( March 31, 2024 : ' 230.56 Lakhs) as rent expenses during the year which pertains to short term which was not recognised as part of asset.
The management assessed that carrying amount of Cash and Cash Equivalents, Loans, Other Balances with Banks, Trade Receivables, other financial assets and financial liabilities such as trade payables considered to be the same as their fair values due to the short-term maturities of these instruments.
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 market 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.
There have been no transfers between Level 1, Level 2 and Level 3 for the year ended 31st March 2025.
40. Financial Risk Management
The Board provides guiding principles for overall risk management, as well as policies covering specific areas such as credit risk, liquidity risk, price risk, investment of surplus liquidity and other business risks effecting business operation. The Company's risk management is carried out by the management as per guidelines and policies approved by the Board of Directors.
(A) Market Risk
Market risk is the risk that the fair value of future cash flows of the company will fluctuate because of movement in stock market. The company's nature of business and operations exposed to the market risks namely stock market movement risks, competition risks and technology risks. These risks may affect the company's income and expenses or the value equity investments. Nevertheless, the company believes that it has competitive advantage in terms of high quality services and by continuously upgrading its technology for front and back office Softwares to meet the needs of its customers.
Sensitivity Analysis on Rate Borrowings
The Company is exposed to various types of borrowings as stated in Note No. 14, respectively. The sensitivity analysis demonstrates a reasonably possible change in the interest rates, with all other variables held constant. For the year ended March 31, 2025 since there are no borrowings, sensitivity analysis could not be estimated and for March 31, 2024, every 0.25% increase in the interest rate would decrease the companies profit approximately by ' 2.49 Lakhs respectively. A 0.25% decrease in the interest rate would lead to an equal but opposite effect
(ii) Foreign currency risk
Foreign currency risk is the risk that the fair value for future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. As at each reporting date, the Company does not have exposure in foreign currency, therefore it is not exposed to currency risk.
(iii) Equity Price Risk
The Company's exposure to equity price risk arises primarily on account of its proprietary positions and on account of margin-based positions of its clients in equity cash and derivative segments.
The Company's equity price risk is managed in accordance with the guidelines and directions issued by the management and board of directors of the company. The directions specifies exposure limits and risk limits for the proprietary desk of the Company and stipulates risk-based margin requirements for margin-based trading in equity cash and derivative segment by its clients.
(B) Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses the direct risk of default, risk of deterioration of creditworthiness as well as concentration risks. The Company is exposed to credit risk from its operating activities (primarily trade receivables), deposits with banks and loans given.
Credit Risk Management
For financial assets the Company has an investment policy which allows the Company to invest only with counterparties having high credit ratings or with higher credentials. The Company reviews the creditworthiness of these counterparties on an ongoing basis. Another source of credit risk at the reporting date is from trade receivables as the company having collateral against the receivables in normal course. This credit risk has always been managed through credit approvals, establishing credit limits and continuous monitoring the creditworthiness of customers to whom credit is extended in the normal course of business. The Company estimates the expected credit loss based on past data, available information on public domain and experience. Expected credit losses of financial assets receivable are estimated based on historical data of the Company. The Company has provisioning policy for expected credit losses. There is no credit risk in bank deposits which are demand deposits.
Loan-Margin Trading Facilities
Margin trading facilities are secured by collaterals. As per policy of the Company, margin trading facilities to the extent covered by collateral and servicing interest on a regular basis is not considered as due/default. As per policy any account become due/default will be fully written off as bad debt against respective receivables and the amount of loss will be recognised in the Statement of Profit and Loss. Subsequent recoveries of amounts previously written off will be credited to the Statement of Profit and Loss as bad debts recovered. However there is no account of margin trading facility written off or recovered during the year.
As per Ind AS 109, the maximum period to consider when measuring expected credit losses is the maximum contractual period (including extension options) over which the company is exposed to credit risk and not a longer period, even if that longer period is consistent with business practice. Therefore, the maximum period to consider when measuring expected credit losses for these margin trading facilities is the maximum contractual period (i.e. on demand/one day). For the computation of ECL, the margin trading facilities are classified into three stages as follows:
(C) Liquidity Risk
Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash, other bank balances and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The company's treasury team is responsible for liquidity, funding
as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the company's liquidity position through rolling forecasts on the basis of expected cash flows.
Refer Note no. 41 for analysis of maturities of financial assets and financial liabilities.
41. Maturity Analysis of Assets and Liabilities
The table below shows Assets and Liabilities analysed according to when they are expected to be recovered or settled
(ii) Defined Benefit Plan Gratuity:
In respect of Gratuity, a defined benefit plan, contributions are made to LIC's Recognised Group Gratuity Fund Scheme.
It is governed by the Payment of Gratuity Act, 1972.
Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement or termination of the employment on completion of five years or death while in employment.
The level of benefit provided depends on the member's length of service and salary at the time of retirement/termination age.
Provision for gratuity is based on actuarial valuation done by an independent actuary as at the year end.
Each year, the Company reviews the level of funding in gratuity fund and decides its contribution.
The Company aims to keep annual contributions relatively stable at a level such that the fund assets meets the requirements of gratuity payments in short to medium term.
Risks
These plans typically expose the Group to actuarial risks such as: Adverse Salary Growth Experience, Investment Risk, Liquidity Risk, Market Risk and Legislative Risk.
Adverse Salary Growth Experience
Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected. Investment Risk
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.
Liquidity Risk
Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign/retire from the company there can be strain on the cashflows.
Market Risk
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
Legislative Risk
Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.
Terms and Conditions of transactions with Related Parties:
The sales to and purchases from related parties are made in the normal course of business and on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31, 2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
45. Additional regulatory information required under (WB) (xiv) of Division III of Schedule III amendment, disclosure of ratios, is not applicable to the Company as it is in broking business and not an NBFC registered under Section 45-IA of Reserve Bank of India Act, 1934.
46. Segment Reporting
The Company's operations predominantly relate to equity, currency and commodity broking and its related business activity and the Company's business is organised into two segments as mentioned below:-
a. Broking and related services
b. Merchant Banking & Investment Banking Services
The Company operates in one geographic segment namely "within India" and hence no separate information for geographic segment wise disclosure is required. The Company is presenting consolidated financial statements and hence in accordance with "IND AS 108 Segment Reporting", segment information is disclosed in consolidated financial statements.
48. Disclosure as per the requirements of Section 186(4) of the Companies Act 2013:
1 The loan given by Company to its wholly owned subsidiary, Swastika Fin-Mart Private Limited has utilised for meeting its principle business
activities only.
2 The details of investments made are given in Note No.6
49. Additional Regulatory Information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company has no transaction with Companies which are struck off under section 248 of the Companies Act, 2013 or under section 560 of Companies Act,1956.
(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 financial year.
(v) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority
(vi) 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:
(a) 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
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vii) 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 other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries, ,
(viii) The Company has not made 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)
(ix) The Company has 4 subsidiaries which are wholly owned subsidiaries. The clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on Number of Layers) Rules, 2017 is complied with.
(xi) The quarterly returns or statements filed by the company for working capital limits with the banks are in agreement with the books of account of the company.
(xii) During the year no Scheme of Arrangement has been formulated by the Company/pending with competent authority.
(xiii) The Company does not have any immovable property as at the balance sheet date.
(xiv) There are no investment in properties and capital work in progress.
(xv) The Company has not revalued its Property, Plant and Equipment and intangible assets during the year.
(xvi) There are no intangible assets under development
(xvii) During the year, the Company has issued 25,15,000 equity share capital of ' 2 each upon conversion of 5,03,000 Share warrants.
(xviii) The amount borrowed from Banks and Financial Institution have been used for the specific purpose it was taken.
50. The Company has used accounting software i.e. Tally, Techexcel, for maintaining its books of account and masters. The aforesaid accounting software have a feature of recording audit trail (edit log) facility and the audit trail was enabled and operated throughout the year for relevant transactions recorded therein. Further, there were no instance of tampering of such audit trail noted in above software.
51. Subsequent Events:- Proposed Dividend
During the year ended March 31, 2025 on account of the final dividend for 2023-2024 the Company has incurred net cash outflow of ' 59.19 Lakhs. The Board of Directors in their meeting on April 30,2025 recommend a final dividend of ' 0.6 per equity share for the financial year ended March 31, 2025. This pay-out is subject to the approval of shareholders in the Annual General Meeting (AGM) of the Company and if approved would result in a net cash outflow during the year ended March 31, 2026 of ' 103.88 Lakhs. The Management expects that all share warrants issued and due for conversion as on balance sheet date will be converted into equity shares before the date of ensuing Annual General Meeting and their may be an additional outflow of ' 16.71 Lakhs.
There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2025.
52. These Financial Statements have been approved by the Company's Board of Directors at their meeting held on April 30, 2025.The Board of Directors do not have the power to amend the financial statements.
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