B.10 Provisions and Contingent Liabilities
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of
a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. When a provision is measured using the cash flows estimated to settle the present obligation,
its carrying amount is the present value of those cash flows (when the effect of the time value of money is
material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a
third party, a receivable is recognised as an asset if it is virtually certain that reimbursements will be received
and the amount of the receivable can be measured reliably.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company or 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. Contingent liabilities are disclosed in the notes. Contingent assets are not recognised in the
financial statements.
Provisions and contingent liabilities are reviewed at each balance sheet date.
B.11 Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognised immediately in profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets
within the time frame established by regulation or convention in the marketplace.
After initial recognition
(I) Financial assets (other than investments and derivative instruments) are subsequently measured at
amortised cost using the effective interest method.
Effective interest method is a method of calculating the amortised cost of a debt instrument and of
allocating interest income over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash receipts (including all fees and points paid or received that form an
integral part of the effective interest rate, transaction costs and other premiums or discounts) through the
expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount
on initial recognition.
Investments in debt instruments that meet the following conditions are subsequently measured at
amortised cost:
• the asset is held within a business model whose objective is to hold assets in order to collect
contractual cash flow and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely
payments on principal and interest on the principal amount outstanding.
Interest Income on such debt instruments is recognised in profit or loss and is included in the
“Total Income”.
(ii) Financial assets (i.e. derivative instruments and investments in instruments other than equity of
subsidiaries and associates) are subsequently measured at fair value.
Such financial assets are measured at fair value at the end of each reporting period, with any gains (e.g.
any dividend or interest earned on the financial asset) or losses arising on re-measurement recognised
in profit or loss and included in the “Total Income”.
Investments in equity instruments of subsidiaries and other equity instruments
The Company measures its investments in equity instruments of subsidiaries at cost less impairment, if any, in
accordance with Ind AS 27.
All other equity investments are measured at fair value. Equity instruments which are held for trading are classified
as at FVTPL. For equity instruments other than held for trading, the Company has irrevocable option to present
in OCI subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument
basis. The classification is made on initial recognition and is irrevocable.
Where the Company classifies equity instruments as at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to Statement of
Profit and Loss, even on sale of investment.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in
the Statement of Profit and Loss.
Impairment of financial assets
A financial asset is regarded as credit impaired when one or more events that may have a detrimental effect on
estimated future cash flows of the asset have occurred. The Company applies the expected credit loss model for
recognising impairment loss (i.e. the shortfall between the contractual cash flows that are due and all the cash
flows (discounted) that the Company expects to receive, discounted at the original effective interest rate) and credit
risk exposure on the following financial assets;
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities,
deposits, and bank balance.
b) Trade receivables - The application of simplified approach does not require the company to track changes in
credit risk. Rather, it recognises impairment loss allowance based on lifetime expected credit losses at each
reporting date, right from its initial recognition. Trade receivables are tested for credit impairment on a specific
basis after considering the sanctioned credit limits, security like letters of credit, security deposit collected etc.
and expectations about future cash flows.
Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, it estimates the asset's recoverable
amount. An asset's recoverable amount is the higher of an asset's or Cash Generating Units' ('CGU') fair value less
costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent to those from other assets or groups of assets. Where the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down
to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. In determining fair value less cost of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. For the purpose of assessing impairment of
the cash inflows from other assets or Company's assets cash-generating units (CGU).
Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end
of each reporting period.
De-recognition of financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire,
or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to
another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership
and continues to control the transferred asset, the Company recognises its retained interest in the asset and
an associated liability for amounts it may have to pay. On de-recognition of a financial asset in its entirety, the
difference between the asset's carrying amount and the sum of the consideration received and receivable is
recognised in the Statement of profit and loss.
Financial liabilities and equity instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability and an
equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all
of its liabilities. Equity instruments issued by a group entity are recognised at the proceeds received, net of direct
issue costs.
Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain
or loss is recognised in profit or loss on the purchase, sale, issue, or cancellation of the Company's own equity
instruments.
Financial liabilities
All financial liabilities (other than derivative instruments) are subsequently measured at amortised cost using the
effective interest method. The carrying amounts of financial liabilities that are subsequently measured at amortised
cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs
of an asset is included in the “Finance Costs”.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash payments (including all fees and points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability,
or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
De-recognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged,
cancelled or have expired. An exchange between with a lender of debt instruments with substantially different
terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial
liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable
to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and
the recognition of a new financial liability. The difference between the carrying amount of the financial liability
derecognised and the consideration paid and payable is recognised in Statement of Profit or loss.
B.12 Cash and cash equivalents
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term deposits
(with an original maturity of three months or less) highly liquid investments that are readily convertible into
known amounts of cash and which are subject to an insignificant risk of changes in value. For the purpose of
the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined
above, as they are considered an integral part of the Company's cash management.
B.13 Cash flow statement
Cash Flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and
tax is adjusted for the effects of transactions of 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.
B.14 Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted
for the effects of all dilutive potential equity shares.
B.15 Critical accounting judgments and key sources of estimation uncertainty
The preparation of financial statements in conformity with Ind AS requires the Company's Management to
make judgments, estimates and assumptions about the carrying amounts of assets and liabilities recognised
in the financial statements that are not readily apparent from other sources. The judgements, estimates and
associated assumptions are based on historical experience and other factors including estimation of effects
of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates (accounted on a prospective basis) and recognised in the period in which the estimate is revised if
the revision affects only that period, or in the period of the revision and future periods of the revision affects
both current and future periods.
The following are the critical judgements and estimations that have been made by the Management in the
process of applying the Company's accounting policies and that have the most significant effect on the
amounts recognised in the financial statements and/or key sources of estimation uncertainty at the end of the
reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year.
(i) Taxation
Tax expense is calculated using applicable tax rate and laws that have been enacted or substantially
enacted. In arriving at taxable profit and all tax bases of assets and liabilities, the Company determines
the taxability based on tax enactments, relevant judicial pronouncements and tax expert opinions,
and makes appropriate provisions which includes an estimation of the likely outcome of any open tax
assessments / litigations. Any difference is recognised on closure of assessment or in the period in which
they are agreed.
Deferred income tax assets are recognised to the extent that it is probable that future taxable income
will be available against which the deductible temporary differences, unused tax losses, unabsorbed
depreciation and unused tax credits could be utilised.
(ii) Fair value measurements and valuation processes
Some of the Company's assets and liabilities are measured at fair value for financial reporting
purposes. The Management determines the appropriate valuation techniques and inputs for the fair
value measurements. In estimating the fair value of an asset or a liability, the Company uses market-
observable data to the extent it is available. Where such inputs are not available, the Company engages
third party qualified valuers to perform the valuations in order to determine the fair values based on the
appropriate valuation techniques and inputs to fair value measurements.
(iii) Estimation of defined benefit plans
The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions.
Key actuarial assumptions include discount rate, trends in salary escalation, actuarial rates, and life
expectancy. The discount rate is determined by reference to market yields at the end of the reporting
period on government bonds. The period to maturity of the underlying bonds correspond to the probable
maturity of the post-employment benefit obligation.
(iv) Contingent liabilities
Contingent liabilities are not recognised in the financial statements but are disclosed in the notes. They
are assessed continually to determine whether an outflow of resources embodying economic benefits
has become probable. If it becomes probable that an outflow of future economic benefits will be required
for an item previously dealt with as a contingent liability, a provision is recognised in the financial
statements of the period in which the change in probability occurs.
B.16 Foreign currency transactions
Foreign exchange transactions are recorded using the exchange rates which approximate to the rates
prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies as
at the balance sheet date are translated at the closing exchange rates on that date.
Any income or expense on account of exchange difference either on settlement or translation of monetary
items is recognised in the Statement of profit and loss.
i) Terms/Rights attached to equity shares:
The Company has only one class of shares referred to as equity shares having a face value of ? 10 per share.
Each holder of equity shares is entitled to one vote per share.
The Company declares and pays dividends in Indian Rupees. Payment of dividend is also made in foreign currency
to shareholders outside India. The final dividend proposed by the Board of Directors is subject to the approval of
the shareholders in the ensuing Annual General Meeting.
Proposed dividend for FY 2024-25 is ? 0.50/- per equity share of face value of ? 10/- each (Previous year - ? 1/-
per equity share of face value of ? 10/- each), subject to approval at the ensuing Annual General Meeting of the
Company and hence is not recognised as a liability.
As per the Companies Act, 2013, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts in the event of liquidation of the Company. However, no such
preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the
shareholders.
(i) Capital Reserve :
Excess of net assets acquired over consideration paid/payable.
(ii) Retained earnings :
This reserve represents the surplus of the statement of profit and loss. The amount can be distributed by the
company as dividends to its equity shareholders and is determined based on the financial statements of the
Company and also considering the requirements of the Companies Act, 2013.
(iii) Remeasurement gain / (loss) on defined benefit obligations:
The company has recognised remeasurement loss on defined benefit plans in other comprehensive income (OCI).
These changes are accumulated within the OCI reserve within Other equity. The company transfers amounts from
this reserve to retained earnings when the relevant obligations are derecognised.
22 Litigations and claims
As a part of its real estate activity, the Company had acquired approximately 47 acres of land in Devanahalli
Bengaluru from a party in terms of Agreement of Sale Deed dated 28.07.1995. However, as the said party, though
in receipt of sale consideration did not fulfil its legal obligation to transfer the title in the name of the Company, the
Company filed a suit for specific performance in the Civil Court in 2011. An order granting temporary injunction was
passed on 11.03.2013 restraining the said party from alienating or in any way encumbering the land in Devanahalli.
A criminal complaint was also filed at the Devanahalli Court on 10.11.2014 and subsequently, the Hon'ble High
Court of Karnataka vide order dated 19.07.2019 has quashed the criminal complaint filed before the Court at
Devanahalli and the proceedings is disposed of as such. The suit for Specific Performance in the Civil Court is
pending. The Department of Revenue, Government of Karnataka, has also raised certain issues relating to the title
of the land which are being addressed by the Company.
The Company's activities expose it to a variety of financial risks: Market risk, credit risk, liquidity risk. The Company
has a risk management policy which covers risks associated with the financial assets and liabilities. The risk
managemet policy is approved by the Board of Directors. The focus of the policy is to assess the upredictability of
the financial environment and to mitigate potential adverse effects on the financial performace of the company.
i. 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 risks: interest rate risk, currency risk and other
price risk.
a. Interest Rate Risk
Interest rate risk is the risk that the fair value of 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 inter corporate deposits. The Company's inter corporate
deposits with fixed interest rate is primarily short-term, which do not expose it to significant interest
rate risk.
b. Foreign Currency Risk and Other price risk
The Company is not exposed to any foreign currency risk and other price risk as the company is not
dealing in any foreign operation nor it is having any investments.
i. 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 from customers and investment securities. Credit risk arises from cash held with banks
and financial institutions, as well as credit exposure to clients, including outstanding accounts
receivable. The maximum exposure to credit risk is equal to the carrying value of the financial
assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.
The Company assesses the credit quality of the counterparties, taking into account their financial
position, past experience and other factors.
The Company is not exposed to credit risk as there are no trade receivables as on March 31,2025.
a. Inter Corporate Deposits
Inter Corporate Deposits of ' 4,467.80 lakh receivable as on March 31, 2025 (PY. ' 4,904.80 lakh)
are with a Company having a good financial position & credit rating in the market.
ii. 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.
Liquidity risk management
The Company's corporate treasury department is responsible for liquidity and 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 net liquidity position through rolling
forecasts on the basis of expected cash flows.
The Company ensures that it has sufficient cash on demand to meet expected operational
expenses for a month, including the servicing of financial obligations, this excludes the potential
impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters
and epidemics such as COVID-19.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date.
The amounts are gross and undiscounted, and include estimated interest payments and exclude
the impact of netting agreements.
Equity share capital and other equity are considered for the purpose of Company's capital
management. The Company manages its capital so as to safeguard its ability to continue as a going
concern and to optimise returns to shareholders. The capital structure of the Company is based on
management's judgment of its strategic and day-to-day needs with a focus on total equity so as to
maintain investor, creditors and market confidence. The management and the Board of Directors
monitors the return on capital to shareholders. The Company, if necessary, may take appropriate
steps in order to maintain or adjust its capital structure.
The Company's aim is to manage its capital efficiently so as to safeguard its ability to continue as a
going concern and to optimise returns to our shareholders.
The capital structure of the Company is based on management's judgement and in order to
maintain or adjust the capital structure the Company may adjust the amount of dividend if any paid
to shareholders, returned capital to shareholders or issue new shares.
The Company's policy is to maintain a stable and strong capital structure with the focus on total equity
so as to maintain investors, creditors and market confidence and to sustain future development and
growth of its business.
27 Employee benefits expense
The Company has classified various benefits provided to employees as under:
i. Defined contribution plan
a) Provident fund
b) State defined contribution plans
i. Employer's contribution to employees' state insurance
ii. Employer's contribution to Employees' Pension Scheme, 1995.
During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:
30 The Board of Directors of the Company, at its meeting held on November 25, 2022, has inter alia accorded approval
for a Scheme of Arrangement of Merger by absorption of Hinduja Leyland Finance Limited into the Company. The
said Scheme/ Merger is subject to necessary statutory/ regulatory approvals and approval of shareholders and
accordingly, no effect has been given in this Financial statements.
31 Additional regulatory information required by Schedule III to the Companies Act, 2013
(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or
are pending against the Company for holding benami property under the Benami Transactions (Prohibition)
Act, 1988 (as amended in 2016) and rules made thereunder.
(ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
(iii) The Company has not come across any transaction occurred with struck-off companies under section 248 of
the Companies Act, 2013 or section 560 of the Companies Act, 1956.
(iv) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or
government or any government authority.
(v) The Company does not have any charges or satisfaction of charges which is yet to be registered with the
Registrar of the Companies beyond the statutory period.
(vi) The Company has complied with the requirement with respect to number of layers as prescribed under
section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules,
2017.
(vii) Utilization of borrowed funds and share premium :
(I) 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.
(II) 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 to or on behalf of the ultimate beneficiaries.
(viii) There is no income surrendered or disclosed as income during the year in tax assessments under the Income
Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.
32 (a) The financial statements are approved for issue by the Audit Committee and the Board of Directors at their
respective meetings conducted on April 29, 2025.
(b) The Board of Directors at its meeting conducted on April 29, 2025 have recommended a dividend of ' 0.50/-
per share (on par value of ' 10 each per equity share) for the year ended March 31,2025, to be approved by
the Shareholders in the ensuing Annual General Meeting of the Company.
33 Previous year's figures are re-grouped, re-classified and re-arranged, wherever considered necessary to conform
to current year's presentation.
As per our report of even date For and on behalf of NDL Ventures Limited
For S K Patodia & Associates LLP (Formerly known as “NXTDIGITAL Limited”)
Chartered Accountants CIN: L65100MH1985PLC036896
Firm's Registration No : 112723W/W100962
Sd/- Sd/-
Sudhanshu Tripathi Munesh Khanna
Chairman Director
DIN 06431686 DIN 00202521
Sd/- Sd/- Sd/-
Ankush Goyal Amar Chintopanth Sumati Sharma
Partner Whole Time Director & CFO Company Secretary
Membership No. 146017 DIN 00048789 ACS 51019
Place : Mumbai Place : Mumbai
Date : April 29, 2025 Date : April 29, 2025
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