S Provisions, Contingent Liabilities and Contingent Assets
Provisions
Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event
and it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. Provisions are determined
by discounting the expected future cash flows (representing the best estimate of the expenditure required
to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The unwinding of the discount
is recognized as finance cost.
Onerous Contracts
Present obligations arising under onerous contracts are recognized and measured as provisions. An onerous
contract is considered to exist when a contract under which the unavoidable costs of meeting the obligations
exceed the economic benefits expected to be received from it.
Contingent Liabilities
Contingent liability is a possible obligation arising from past events and 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 or a present obligation that arises from past events but is not recognized
because it is not possible that an outflow of resources embodying economic benefit will be required to
settle the obligations or reliable estimate of the amount of the obligations cannot be made. The Company
discloses the existence of contingent liabilities in other Notes to Financial Statements.
Contingent Assets
Contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility
of an inflow of economic benefits. Contingent Assets are not recognized though are disclosed, where an
inflow of economic benefits is probable.
T Statement of Cash flows
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.
U Micro, Small and Medium Enterprises
There are no Micro, Small & Medium Enterprises, to whom the Company owes dues, which are outstanding
for more than 45 days as at 31st March 2024. This information as required to be disclosed under the Micro,
Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties
have been identified on the basis of information available with the Company.
V Provisioning/ Written-off Assets
The Company makes provision for Standard and Non-Performing Assets as per the Non-Banking Financial
(Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, as
amended from time to time. The Company also makes additional provision towards loan assets, to the extent
considered necessary, based on the management’s best estimate.
W Cash and Cash Equivalents
Cash and Cash Equivalents in the Cash Flow Statement comprise of cash on hand and at bank, demand
deposit with banks, cheques on hand, remittances in transit and short term highly liquid investments with
an original maturity of three months or less.
X Dividend
Interim dividend declared to equity shareholders, if any, is recognised as liability in the period in which
the said dividend is declared by the Board of Directors. Final dividend declared, if any, is recognised in the
period in which the said dividend is approved by the Shareholders. Dividend payable is recognised directly
in other equity.
Y Foreign Currency Transactions
Transactions in currencies other than Company’s operational currency are recorded on initial recognition
using the exchange rate prevailing on the date of the transaction. The foreign currency borrowing being
a monetary liability is restated to INR (being the functional currency of the Company) at the prevailing
rate of exchange at the end of every reporting period with the corresponding exchange gain/loss being
recognised in statement of profit or loss. Exchange differences that arise on settlement of monetary items
or on reporting of monetary items at each balance sheet date at the closing spot rate are recognized in the
statement of profit and loss in the period in which they arise.
Z Segment reporting
Based on the risks and returns associated with business operations and in terms of Indian Accounting
Standard, the Company is predominantly engaged in a single reportable segment of ‘Financing and Related
Services’.
* Board of the directors in the board meeting held on 7th August 2023 had decided that from 01st October
2023, the company shall classify all purchases of quoted shares as investments in the financial statements and
the same shall be measured as fair value though profit and Loss account in accordance with Ind AS 109.
* Investment of Quoted Shares of H1452.53 (H1256.22) Lakh and H3873.65 (H924.20) Lakh have been pledged
against loan taken from Tata Capital Ltd and Bajaj Finance Ltd respectively as on 31st March 2025 (Previous year
31st March 2024)
* Refer Annexure I to Notes to Financial Statements
* Inventory of shares is carried at Cost or NRV whichever is lower
** Inventory of Quoted Shares of H69.72 (H248.61) Lakh and H377.60 (H955.95) Lakh have been pledged against
loan taken from Tata Capital Ltd and Bajaj Finance Ltd respectively as on 31st March 2025 (Previous year 31st
March 2024). The said values are determine at market price as on 31st March 2025 (31st March 2024).
12.1 The Company has not revalued its property, plant and equipment, intangible assets and right of use
assets as such disclosure requirement as per amendment to Schedule - III on revalution of property, plant and
equipment is not applicable.
12.2 The Company does not have Capital work in Progress (CWIP) at the end of current and previous financial
year, as such discosure requirement relating to CWIP is not applicable.
12.3 The Company does not have any Immovable property.
a) Nature of Security
i) Term loan from bank and financial institutions are secured against respective vechiles purchased against
said loans
ii) Secured Loans from Tata Capital Financial Services Ltd and Bajaj Finance Ltd are secured against pledge
of Investment and stock of quoted equity shares of H5736.50 Lakh (H3384.98 Lakh) as on 31st March
2025 (Previous year 31st March 2024)
b) Rate of Interest
i) Secured Loan (LAS) carry interest in the range between 9% to 9.60% p.a
ii) Loans from related parties carry interest @ 9% p.a.
iii) Loans repayable on demand carry interest @ 9% p.a.
c) Details of term loans from banks & Financial Institution (Secured)
e) Terms/ Rights attached to equity shares:
The company has only one class of equity shares having a par value of H2 per share. Each holder of equity
is entitled to one vote per share. The dividend proposed by the board of directors and approved by the
shareholders in the annual general meeting is paid in Indian rupees.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.
f) Shares allotted as fully paid -up without payment being received in cash
The company has issued bonus shares in the ratio of 5:4 during the financial year 2024-25
g) Shares bought back
The Company has not bought back any of its securities during the five year period immediately preceding
the reporting date.
i) General Reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net
income at a specified percentage in accordance with applicable regulations. Consequent to introduction of
Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to
general reserve has been withdrawn. However, the amount previously transferred to the general reserve can
be utilised only in accordance with the specific requirements of Companies Act, 2013.
ii) Security Premium
The amount received in excess of face value of the equity shares is recognised in Securities Premium
Account. In case of equity-settled share based payment transactions, the difference between fair value on
grant date and nominal value of share is accounted as securities premium account. The account is utilised
in accordance with the provisions of the Companies Act 2013.
iii) Capital Reserve
Capital reserve has been created to set aside gains of capital nature from amalgamation and merger. It is
utilised in accordance with the provisions of the Companies Act, 2013.
iv) Statutory Reserve (created pursuant to Section 45-IC of the Reserve Bank of India Act, 1934)
Statutory reserve represents the Reserve Fund created under Section 45-IC of the Reserve Bank of India Act,
1934. The Company is required to transfer a sum not less than twenty percent of its net profit every year as
disclosed in the statement of profit and loss. The statutory reserve can be utilised for the purposes as may
be specified by the Reserve Bank of India from time to time.
v) Retained Earnings
Retained earnings represents total of all profits retained since Company's inception. Retained earnings are
credited with current year profits, reduced by losses, if any, dividend payouts, transfers to General reserve
or any such other appropriations to specific reserves. It also includes impact of remeasurement of defined
benefit plans.
vi) Financial Instruments through FVTOCI
This comprises changes in the fair value of equity instruments recognised in other comprehensive income.
The Company transfers amounts from such component of equity to retained earnings when the relevant
equty instruments are derecognised.
iviai layci i ici n
The primary objectives of the Company’s capital management policy are to ensure that the Company complies
with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in
order to support its business and to maximise shareholder value.
The Company manages its capital structure and makes adjustments to it according to changes in economic
conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the
Company may adjust the amount of dividend payment to shareholders, return capital to shareholders or issue
capital securities. No changes have been made to the objectives, policies and processes from the previous years.
However, they are under constant review by the Board.
Regulatory capital consists of Tier I capital, which comprises share capital, share premium, retained earnings
including current year profit, statutory reserves and other free reserves less deferred revenue expenditure
and intangible assets. The other component of regulatory capital is Tier II Capital Instruments, which consists
of cetain reserves and certain types of subordinated debts. refer annexure-II
34 Financial Risk Management and Policy
The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.
The Company continues to focus on a system-based approach to business risk management. The Company’s
financial risk management process seeks to enable the early identification, evaluation and effective management
of key risks facing the business. Backed by strong internal control systems, the current Risk Management System
rests on policies and procedures issued by appropriate authorities, process of regular reviews / audits to set
appropriate risk limits and controls, monitoring of such risks and compliance confirmation for the same
a) Market risk
The Company's business primarily 'Financial and Related Services' in nature, exposes it to the risk that the fair
value or future cash flows of a financial instrument will fluctuate because of changes in market variables such
as interest rates. The company regularly reviews its average borrowing/lending cost including proportion of
fixed and floating rate borrowings/loan so as to manage the impact of changes in interest rates.
i) Interest rate risk
Interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The objectives of the Company's interest rate risk
management processes are to lessen the impact of adverse interest rate movements on its earnings and
cash flows.
The interest rate profile of the Company's interest bearing financial instruments is as follows :
(b) 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 loans and advances to
customers and investment debt securities.
The carrying amounts of financial assets represent the maximum credit risk exposure.
i) Management of Credit risk
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each
customer. However, management also considers the factors that may influence the credit risk of its
customer base, including the default risk associated with the industry. A financial asset is ‘credit-impaired’
when one or more events that have a detrimental impact on the estimated future cash flows of the
financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following
observable data:
• a breach of contract such as a default or past due event;
The Risk Management Committee has established credit policies for various lending products under
which each new customer is analysed individually for credit worthiness before the Company’s standard
payment and delivery terms and conditions are offered. The Company’s review includes background
verification, financial statements, income tax returns, GST details, industry information, etc (as applicable).
ii) Expected credit loss on loans
The Company assesses whether the credit risk on a financial asset has increased significantly on collective
basis. For the purpose of collective evaluation of impairment, financial assets are grouped on the basis of
shared credit risk characteristics, taking into account instrument type, product type, collateral type, and
other relevant factors.
The Company measures the amount of ECL on a financial instrument in a way that reflects an unbiased
and probability-weighted amount. The Company considers its historical loss experience and adjusts the
34 Financial Risk Management and Policy (Contd.)
same for current observable data. The key inputs into the measurement of ECL are the probability of
default, loss given default and exposure at default. These parameters are derived from the Company’s
internally developed models
iii) Write off policy
Financial assets are written off either partially or in their entirety only when there is no reasonable
expectation of recovering a financial asset in its entirety or a portion thereof. Any subsequent recoveries
are recognised in statement of profit and loss on actual realisation.
c) Liquidity risk
Liquidity risk is defined as the risk that the Company will encounter difficulty in meeting obligations associated
with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises
because of the possibility that the Company might be unable to meet its payment obligations when they fall
due as a result of mismatches in the timing of the cash flows under both normal and stress circumstances.
The table below provides details regarding the remaining contractual maturities of significant financial
liabilities at the reporting date.
d) Operational and business risk
Operational risk is the risk of loss arising from systems failure, human error, fraud or external events. When
controls fail to operate effectively, operational risks can cause damage to reputation, have legal or regulatory
implications, or lead to financial loss. The Company cannot expect to eliminate all operational risks, but
it endeavours to manage these risks through a control framework and by monitoring and responding to
potential risks. Controls include maker-checker controls, effective segregation of duties, access, authorisation
and reconciliation procedures, staff education and assessment processes, such as the use of internal audit.
B Valuation Framework
Ind AS 107, ‘Financial Instrument - Disclosure’ requires classification of the valuation method of financial
instruments measured at fair value in the Balance Sheet, using a three level fair-value-hierarchy (which reflects
the significance of inputs used in the measurements). The hierarchy gives the highest priority to un-adjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to
unobservable inputs (Level 3 measurements). The three levels of the fair value-hierarchy under Ind AS 107 are
described below:
Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data and place limited reliance on entity
specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is
included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level. This is the case for unlisted equity securities included in level 3.
The investments included in Level 2 of fair value hierarchy have been valued using quotes available for similar
assets and liabilities in the active market. The investments included in Level 3 of fair value hierarchy have been
valued using the cost approach to arrive at their fair value. The cost of unquoted investments approximate the
fair value because there is a range of possible fair value measurements and the cost represents estimate of fair
value within that range.
36 Expenditure in Foreign Currency :
During the year there were no foreign exchange earnings. Foreign exchange outgo was EURO 793.47
37 Details of Loans and Guarantees given covered under section 186 of the Companies
Act, 2013 :
Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 ("the
Act”) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies
(Meetings of Board and its Powers) Amendment Rules, 2015 as the Company is RBI registered Non-Banking
Financial Company whose principal business inter-alia includes financing of companies.
38 Segment Information
The management is of the view that the business of the company predominantly falls within a single primary
segment viz."Financial and Related Services” and hence there are no separate reportable segments as per Ind-
AS 108 dealing with segment reporting.
41 Amalgamation of Wholly Owned Subsidiaries
i) The Board of directors at its meeting approved a scheme of amalgamation ("Scheme") for the amalgamation
of Transferor company i.e 1. Skypack Vanijya Pvt Ltd and 2.Twinkle Fiscal & Impex Services Pvt Ltd with
Transfree company i.e GAMCO LIMITED (Formerly Visco Trade Associates Limited), The scheme was approved
by their respective shareholders and creditors and subseqently filed with Hon'ble Regional Director, East
Region, Ministry of Corporate Affairs, Kolkata under Fast Track Merger under section 233 of the companies
Act, 2013. The scheme has been sanctioned by the Hon'ble Regional Director, East Region, Ministry of
Corporate Affairs, Kolkata vide its order no RD/T/37817/S-233/23/5980 dated 12th December 2023, The
company has filed Form INC 28 with ROC on 12th January 2024.
ii) The amalgamation has been accounted under the 'Pooling of Interest' method as prescribed under Ind
AS 103 "Business Combinations of entities under common control". All assets and Liabilities of transferor
companies as on the appointed date i.e 01 st October 2022, have been recognised by the company at their
carrying amounts. Further excess of net assets over carrying value of investment in shares of transferor
company of H30.02 Lakh has been adjusted to Capital reserve pursuant to merger and consequently, the
company has recognised a balance of H51.22 Lakh in capital reserve pursuant to merger.
42 Amalgamation of Wholly Owned Subsidiaries with Stepdown Subsidiaries
During the period under review, your Company received an order of Scheme of Amalgamation between Hodor
Trading Private Limited (Transferor Company) with Complify Trade Private Limited (Transferee Company), passed
by the Hon’ble Regional Director, Eastern Region. Pursuant to the said order Hodor Trading Private Limited,
wholly owned subsidiary of the Company stands amalgamated with Complify Trade Private Limited, step down
wholly owned subsidiary of the Company. Following the amalgamation, Complify Trade Private Limited now
stands to be the wholly owned subsidiary of the Company. The Company has since complied with the said Order.
45 Voluntary Change in accounting policies for "classification of quoted share as inventory
instead of investment"
In the meeting held on January 28, 2025, the board of directors have considered the matter related to
classification of quoted share as Inventory and decided that all the purchase of quoted shares from 01-04¬
2025 onwards will be classified as Inventory in the financial statements/financial results and the same shall be
measured at lower of cost and net realisable value in accordance with Ind AS 2. The change in accounting policy
related to classification of qouted share shall be applicable from April 1, 2025 and the effect of clasification will
be prospectively in Financial Statement/Financial Results.
46 Information as required by Non banking financial (Non Deposit accepting / holding) companies prudential
norms (Reserve Bank) directions 2007 is furnished vide ANNEXURE III is attached here with.
47 Disclosure requirements under Scale Based Regulation (SBR) - A Revised Regulatory Framework for NBFCs
as per circular RBI/2022-23/26 DOR.ACC.REC.No.20/21.04.018/2022-23 dated 19th April 2022 The Reserve
Bank of India, vide its circular RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 dated 22nd October
2021 outlined the Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs and thereafter
issued another circular RBI/2022-23/26 DOR.ACC.REC.No.20/21.04.018/2022-23 dated 19th April 2022,
requiring NBFCs to make certain additional disclosures in their financial statements in accordance with the SBR
framework.- ANNEXURE IV is attached here with.
48 According to the RBI Act, the company have to transferred 20% of net profit to special reserve fund, amount
of H103.26 Lakh has been transferred during the current year.
49 The disclosure on the following matters required under Schedule III as amended not being relevant or
applicable in case of the Company, same are not covered:
a) During the year, the Company has not granted any loans to any of its Promoters, Directors, KMPs & related
parties except explained in Note no 31
b) The Company does not have transactions with any Struck off Company's during the year.
c) The Company has not disclosed any undisclosed income to income tax authorities.
d) The Company has not been declared willful defaulter by any bank or financial institution or government or
any government authority
e) No proceedings have been initiated or are pending against the Company for holding any benami property
under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder
f) The Company during the year has not entered into any such transaction in which requirement for compliance
of Registration of Charges or satisfaction is required with Registrar of Companies.
g) The Company has entered into scheme of arrangement (Refer to Note 42)
h) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets)/ Intangible
assets (if any), based on the valuation by a registered valuer as defined under rule 2 of the Companies
(Registered Valuers and Valuation) Rules, 2017.
i) The Company has not traded or invested in crypto currency or virtual currency during the financial year
(All amounts are in H Lakhs unless otherwise stated)
50 Events after the reporting date
There have been no other events after the reporting date that require disclosure in these financial statements.
51 Amount has been rounded off to the nearest Lakh
52 Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current
year's classification/disclosure.
As per our report of even date
For Pawan Gupta & Co. For and on Behalf of the Board of Directors
Chartered Accountants
(Firm's Registration No.318115E)
Sd/-
CA P. K. Gupta Rajeev Goenka Ayushi Khaitan
Proprietor (Managing Director) (Director)
Membership No. 053799 DIN: 03472302 DIN: 10171829
UDIN: 25053799BMHFLC1120
Place : Kolkata Gopal Kumar Roy Megha Patodia
Date : May 05, 2025 (Chief Financial Officer) (Company Secretary)
| 