2.5.21 Provisions, Contingent Liabilities and Contingent Assets
(a) Provisions are recognized when:
(i) The Company has a present obligation (legal or constructive) as a result of a past event; and
(ii) It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
(iii) A reliable estimate can be made of the amount of the obligation.
Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time value of money is material, the carrying amount of the provision is the present value of those cash flows.
(b) Contingent Liability is disclosed in case of:
(i) A present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation; or
(ii) A present obligation arising from past events, when no reliable estimate is possible.
Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognized and measured as a provision.
(c) Contingent Assets:
(i) Contingent assets are not recognized in the standalone financial statements.
(ii) Contingent assets are disclosed where an inflow of economic benefits is probable.
Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
2.5.22 Commitments
Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:
a) Estimated amount of contracts remaining to be executed on capital account and not provided for;
b) Uncalled liability on shares and other investments partly paid;
c) Funding related commitment; and
d) Other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of management.
Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details.
2.5.23 Statement of Cash Flows
Standalone Statement of Cash Flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow from operating activities is reported using indirect method adjusting the net profit for the effects of:
i. changes during the period in operating receivables and payables transactions of a non-cash nature;
ii. non-cash items such as depreciation, provisions, deferred taxes, unrealized foreign currency gains and losses; and
iii. All other items for which the cash effects are investing or financing cash flows.
Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as on the date of Balance Sheet.
3. Recent Accounting Developments
3.1 Law enacted but not effective
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post¬ employment benefits received Indian Parliament's approval and Presidential assent in September 2020. The Code has been published in the Gazette of India and subsequently, on November 13, 2020, draft rules were published and stakeholders' suggestions were invited. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
3.2 New Standards/ Amendments notified
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has notified Ind AS 117 - Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and lease back transactions, applicable from April 1, 2024. The Company has assessed that there is no significant impact on its financial statements.
On May 9, 2025, MCA notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates. These amendments aim to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies are not readily exchangeable. The amendments are effective for annual periods beginning on or after April 1, 2025. The Company is currently assessing the probable impact of these amendments on its financial statements.
(ii) The Debentures are secured by exclusive charge by way of hypothecation on the receivables (i.e. loan assets) of the Company from 100% to 110% of loan outstandings, Corporate Guarantee of Hindon Mercantile Limited (Holding Company) and Personal Guarantee of Shri Kapil Garg (Managing Director) as per the terms of issue.
(iii) Interest rate ranging from 10.90% p.a. to 13.15% p.a. as per the terms of issue
(iv) The above NCDs have been issued in Indian Rupee and the repayments of the principal and interest are also to be made in Indian Rupee except US Dollar Denominated Bonds
(v) Debt securities in India : Rs. 1,610.39 lakhs (March 31, 2024 : Rs. 614.10 lakhs), outside India : Rs. 17,754.76 lakhs (March 31, 2024 : Rs. 5,847.26 lakhs)
(vi) The above amount is net of processing fee of Rs. 332.74 lakhs (March 31, 2024 - Rs. 71.06 lakhs) to be amortised in future.
(vii) Includes interest accrued but not due amounting to Rs. 416.60 lakhs as at March 31, 2025 (March 31, 2024 - Rs. 89.67 lakhs)
(viii) In terms of Rule 18(7)(b) of the Companies (Share Capital and Debentures) rules 2014, as amended, no debenture redemption reserve has been created by the Company under section 71(4) of the Companies Act, 2013 as the debentures have been issued through private placement.
(ix) Acuite Ratings and Research Limited has upgraded to ACUITE A- (STABLE) rating from ACUITE BBB (STABLE) rating for the Company's non convertible debentures of aggregate amount of Rs.6,000 lakhs, upgraded to ACUITE A- (STABLE) rating from ACUITE BBB (STABLE) rating for the Company's non convertible debentures of aggregate amount of Rs.9,000 lakhs and upgraded to ACUITE A- (STABLE) rating from ACUITE BBB (STABLE) rating for the Company's bonds of aggregate amount of Rs.10,000 lakhs vide their letter dated April 17,2025.
Notes:
(i) Borrowings in India :- Rs.50,456.63 lakhs (March 31, 2024 : Rs.57,030.09 lakhs), outside India :- Rs.545.43 lakhs (March 31, 2024 : Rs.515.76 lakhs)
(ii) Overdraft facilities of sanctioned limits of Rs.1,590 lakhs (March 31, 2024 - Rs.9,915 lakhs) in aggregate from Banks are secured by Term deposits of Rs.1,616.70 lakhs (March 31, 2024 - Rs.11,439.31 lakhs) with the respective banks, are repayable on demand and carrying interest rate ranging from 6.50% p.a. to 8.82% p.a.
(iii) Term Loans from banks
(a) The Term Loans are secured by exclusive charge by way of hypothecation on the receivables (i.e. loan assets) of the Company from 110% to 125% of loan outstandings, Corporate Guarantee of Hindon Mercantile Limited (Holding Company) and Personal Guarantee of Shri Kapil Garg (Managing Director). Term Loans are further secured by pledge of Term Deposits with banks ranging from 5% to 10%.
(b) Interest rate ranging from 9.30% p.a. to 13.00% p.a.
(iv) Term Loans from other party
(a) The Term Loans are secured by exclusive charge by way of hypothecation on the receivables (i.e. loan assets) of the Company from 110% to 125% of loan outstandings, Corporate Guarantee of Hindon Mercantile Limited (Holding Company) and Personal Guarantee of Shri Kapil Garg (Managing Director). Term Loans are further secured by pledge of Term Deposits with banks ranging from 5% to 10% and charge over DSRA equivalent to 2 quarter in case of IREDA.
(b) Interest rate ranging from 10.80% p.a. to 13.50% p.a.
(v) Working capital term loan
(a) The Term Loans are secured by exclusive charge by way of hypothecation on the receivables (i.e. loan assets) of the Company upto 110% of loan outstandings, Corporate Guarantee of Hindon Mercantile Limited (Holding Company) and Personal Guarantee of Shri Kapil Garg (Managing Director).
(b) Interest rate is 12% p.a.
(vi) Unsecured foreign currency loan from other party
Interest rate is 6.25% p.a.
(vii) Unsecured loan from related party
Interest rate is 12.00% p.a.
(viii) Unsecured loan repayable on demand from other party
Interest rate is 12.00% p.a.
(ix) The above amount is net of processing fee of Rs. 949.71 lakhs (March 31, 2024 - Rs. 1,121.69 lakhs) to be amortised in future.
(x) Includes interest accrued but not due amounting to Rs. 215.80 lakhs as at March 31, 2025 (March 31, 2024 - Rs.169.97 lakhs)
(xi) The Company has not made any default in repayments of loans and interest thereon to any lender during the year.
(xii) The Company has utilized the proceeds of the borrowings taken from the banks/financial institution for the purposes for which they were taken during the year.
(xiii) Acuite Ratings and Research Limited has upgraded to ACUITE A- (STABLE) rating from ACUITE BBB (STABLE) rating for the Company's bank loans of aggregate amount of Rs.27,000 lakhs vide their letter dated April 17,2025.
(g) Equity Shares allotted for a consideration other than Cash
(i) The Company had issued 216,11,360 equity shares of face value of Rs. 2 each at par fully paid up on June 20, 2019 to the equity shareholders of APM Industries Limited (the demerged company) pursuant to a Scheme of Arrangement.
(ii) The Board of Directors have allotted 10,06,63,448 Equity Shares of Re. 1 Each as Bonus Shares by Capitalization of the free reserves on July 11, 2023.
(h) The Authorized Share Capital of the Company has been increased from Rs. 700 lakhs to Rs. 2,000 lakhs comprising 2,000 lakhs Equity shares of Re. 1 each with effect from June 27, 2023 and further increased from Rs. 2,000 lakhs to Rs. 5,000 lakhs comprising 5,000 lakhs Equity shares of Re. 1 each with effect from October 21, 2023.
(i) (i) The Board of Directors in its meeting held on September 29, 2022 has allotted by way of private placement
on preferential basis (i) 35,54,502 Equity Shares of the Company to Incofin India Progress Fund (Alternative Investment Fund), Non-Promoter at a price of Rs. 126.60 per share and (ii) 4,65,000 fully Convertible Warrants of Rs. 126.60 each to the Promoter [now convertible into 2 equity shares of face value of Re. 1/- each pursuant to the shareholders approval for Sub - division of every 1 (One) equity share of face value of Rs 2/- (Rupees Two only) each into 2 (Two) equity shares of the face value of Re 1/- (Rupee One only) each, with effect from the record date Saturday, 15th April, 2023]. The Company has allotted 9,30,000 Equity Shares of face value of Re.1 each fully paid up at an exercise price of Rs.63.30 per equity share (including premium of Rs.62.30 per equity share) to Hindon Mercantile Limited on March 20, 2024.
Nature of Reserve:
(a) Capital Reserve - Capital Reserves represents difference between the values of assets and liabilities transferred pursuant to the Scheme of Arrangement and equity shares alloted to the shareholders of APM Industries Limited (demerged company).
(b) General Reserve -General reserve is the accumulation of the portions of the net profits transferred by the Company in the past years. This reserve is available for distirbution to the shareholders.
(c) Reserve Fund u/s 45-IC of RBI Act, 1934 - The Company created a reserve fund pursuant to section 45 IC of the Reserve Bank of India Act, 1934 by transferring amount not less than 20% of its net profit every year as disclosed in the Statement of Profit and Loss and before any dividend declared. Withdrawal from this reserve is allowed only after obtaining permission from the RBI.
(d) Securities Premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium (net of issue expenses). The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
(e) Retained earnings: Retained earnings comprise of the profits of the Company earned till date net of distributions and other adjustments.
(f) Impairment Reserve: Impairment Reserve comprise the amount of difference between the loss allowance on loan assets as required under Ind AS-109 and the provision required as per prudential norms of Reserve Bank of India on Income Recognition, Asset Classification and Provisioning (IRACP) appropriated from the net profit in terms of RBI notification. No withdrawals are permitted from this reserve without prior permission of the RBI.
(g) Other Comprehensive Income: Other Comprehensive Income includes Remeasurement of the defined benefits plan (net)
(h) Money received against share warrants: The amount received represents the application money received against allotment of share warrants referred to note 20(i)(i) and note 20(i)(ii).
Note 35 : The Company and its Managing Director, Mr. Kapil Garg entered into a Share Purchase Agreement on February 03, 2024 with the promoters of LKP Finance Limited ("Target Company") to acquire 56,96,312 Equity shares representing 45.32% of paid-up Equity share capital of the Target Company for consideration of Rs.14,240.78 lakhs. In compliance with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations"), Company has made an open offer for acquisition of equity shares from the shareholders of Target Company on February 15, 2024, which has been withdrawn on April 16, 2024 after return of application for approval of change in Control and Management by the Reserve Bank of India on April 03, 2024. The expenses related to this open offer have been shown as ''Exceptional Items".
The primary objective of the Company's capital management is to maximize the shareholder value, safeguard the business continuity and to maintain strong capital base for investor, creditors and market confidence. For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. Further, The Company actively manages the capital base to cover risks inherent in its business and ensure maintenance of capital adequacy requirement as prescribed by the RBI. As against the minimum capital requirement of 15% as prescribed by the regulator, the Company is well capitalized and the capital adequacy ratio of the Company as at March 31, 2025 stood at 30.88% (March 31, 2024 - 36.53%) (Refer note 51). The Company has complied in full with all its externally imposed capital requirements over the reporting period.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions, future plans and the requirements of the financial covenants. The funding requirements are met through loans and operating cash flows generated. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company's policy is to keep optimum gearing ratio as given below:
The Company is mainly engaged in Investment and Finance Activities. The Company's principal financial liabilities comprise debt securities, borrowings (other than debt securities) and other payables. The main purpose of these financial liabilities is to finance and support Company's operations. The Company's principal financial assets include loans, term deposits with banks, Investments, cash and cash equivalents and receivables.
The risk management policies of the Company are established to identify and analyses the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.
The Company is exposed to credit risk, market risk and liquidity risk. The Company's management oversees the management of these risks to ensure the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Company's policies and risk objectives. The major risks are summarized below:
39.1 Credit Risk
Credit risk is the risk that the counterparty will not meet its obligations under a financial instrument or a customer contract, leading to financial loss. The Company is exposed to credit risk from its financing activities towards Loans to various customers. The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit risk has always been managed by the company through credit approvals, establish credit limits and continuous monitoring the credit worthiness of customers to which the company grants credit terms in the normal course of business.
Financial assets are written off when there is no reasonable expectation of recovery, such as a borrower failing to engage in a repayment plan with the Company. Where loans/interest have been written off, the Company continues to engage in enforcement activity to attempt to recover the loans/receivable due. Where recoveries are made, these are recognized as income in the standalone statement of profit and loss.
The Company measures the expected credit loss of other receivables/loans based on historical trend, available external and internal credit risk factors such as financial condition, ageing of accounts receivable etc., regulatory norms, industry practices and the business environment in which the entity operates. Refer note 2.5.2.5 and 2.5.2.6 for Impairment and Write-off and Expected Credit Loss (ECL) policy of the Company.
As at March 31, 2025, the company did not consider there to be any significant concentration of credit risk, which had not been adequately provided for. The carrying amount of the financial assets recorded in the standalone financial statements, grossed up for any allowances for losses, represents the maximum exposure to credit risk.
39.2 Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instruments will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and market price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans, investments, borrowings and term deposits with banks.
39.2.1 Interest Rate Risk
The interest rate risk exposure is mainly from changes in the interest rates. The interest rates are disclosed in the respective notes to the standalone financial statements of the Company. The breakup of the financial assets and liabilities on the basis of interest and non-interest nature is as under:
Foreign Currency Risk Sensitivity Analysis
There is no risk of foreign fluctuation on the Company as the amount of loan is fixed in Indian rupees (INR) and hence, sensitive analysis is not given.
38.2.3 Market Price Risk
Market price risk is the risk that the fair value of future cash flows of a financial instruments will fluctuate because of changes in market prices of equity shares and mutual funds units. In the case of the Company, market risk primarily impacts financial instruments such as Investment in Mutual Funds, Equity Shares etc. measured at fair value through profit or loss.
The Company exposure to market price risk arising from Investments held by the Company and is classified in the standalone financial statements at fair value through profit or loss. Categories of Investments held by the Company is given below:
39.3 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. Liquidity risk are managed through combination of strategies like managing tenors in line with asset liability management policy and adequate liquidity cover is maintained. 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 liquidity position through rolling forecasts on the basis of expected cash flows.
(f) Registration obtained from financial sector/other regulators:
RBI: vide registration number B-10.00247
Ministry of Corporate Affairs: L65990DL2016PLC054921
(g) Details of Penalties imposed by RBI and other regulators:
March 31, 2025 - Nil (March 31, 2024 - BSE Limited had imposed penalty of Rs.0.20 lakhs on the Company for delay of 1 day in implementation of bonus issue).
(h) Acuite Ratings and Research Limited has upgraded to ACUITE A- (STABLE) rating from ACUITE BBB (STABLE) rating for the Company's non convertible debentures, bonds and banks borrowings vide their letter dated April 17,2025.
(i) Details of the material transactions entered by the Company with related parties and nature of the relationship as per the Indian Accounting Standard on 'Related Party Disclosures' (Ind AS 24) and remuneration to directors: Refer Note 42
(j) During the year, a) no prior period items occurred which has material impact on Standalone statement of profit and loss, b) the Company Implemented Ind AS as required by Ministry of Corporate Affairs and c) there were no circumstances in which revenue recognition has been postponed pending the resolution of significant uncertainties.
(k) Revenue Recognition - Refer note 2.5.1
(l) The Company has prepared the consolidated financial statements as it has two subsidiaries.
50. Other disclosures/information
50.1 : Additional information required as per Schedule III of the Companies Act, 2013:
(i) Details of benami property held
No proceedings have been initiated or are pending against the Company as at March 31,2025 for holding benami property under the Benami Transactions (Prohibition) Act (45 of 1988), as amended and rules made thereunder.
(ii) Borrowing secured against current assets
The Company has borrowed money from the banks and financial institutions (including NBFCs) against security of current assets of loan portfolio and term deposits with banks.
The quarterly/monthly statements of current assets for the financial year ended 31 March 2025, filed by the Company with banks and financial institutions are in agreement with books of accounts.
(iii) Wilful defaulter
The company is not declared wilful defaulter by any bank, financial institution or lender as at March 31,2025.
(iv) Relationship with struck off companies
There are no transactions made by the Company during the year with struck off companies as at March 31,2025.
(v) Compliance with number of layers of companies
The Company have complied with number of layers of companies as per the provisions of the Companies Act,2013.
(vi) Compliance with approved scheme(s) of arrangements
During the year, no scheme of arrangements in relation to the Company has been approved by the competent authority in terms of Section 232 to 237 of the Companies Act,2013.
(vii) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are pending to be registered with the Registrar of Companies as on March 31,2025.
(viii) Utilisation of borrowed funds and share premium
As a part of normal lending business, the company grants loans and advances on the basis of security/ guarantee provided by the Borrower/Co-borrower. These transactions are conducted after exercising proper due diligence.
Other than transactions described above, during the year, the Company has not advanced or lend or invested funds (either from the borrowed funds or share premium or any other sources or kind of funds) to any person or entity, including foreign entity (Intermediaries) with the understanding (whether recorded in writing or otherwise) 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
The Company has not received any fund from any person or entity, including foreign entity (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
(ix) Corporate Social Responsibility (CSR)
The Company have spent Rs. 34.15 lakhs towards CSR activities during the year ended 31 March 2025 and there is no shortfall at the end of the year.
(x) Undisclosed income
The Company does not have any unrecorded transactions in the books of account which have been surrendered or disclosed as Income during the year in the tax assessment under the Income Tax Act, 1961.
(xi) Transactions in crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the year ended March 31, 2025.
(xii) Revaluation of property, plant & equipment and intangible asset
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the year ended March 31, 2025.
50.2 : Other Statutory information
(i) There was no amount outstanding and due for transfer to the Investor Education and Protection Fund during the year ended March 31, 2025.
(ii) The Company has a process whereby periodically all long-term contracts are assessed for material
foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as
required under any law / accounting standards for material foreseeable losses on such long-term contracts has been made in the books of accounts. The company has not entered into any derivative contract.
(iii) The Company has not received any whistleblower complaint during the year ended March 31, 2025.
(iv) The following litigation is pending as on March 31, 2025 having impact on the financial position of the Company.
A demand of Rs. 918.28 lakhs was raised on the company by the concerned authority towards payment of stamp duty, under Rajasthan Stamp Act, 1998, on transfer of assets to the company during the demerger from APM Industries Limited (Demerged Company).
The company has disputed this demand and has filed a petition to the concerned authority for withdrawal of the demand. Further, as per share transfer agreement, the liability of stamp duty payable on transfer of assets is to be borne by the sellers of the shares (i.e. promoters of APM Industries Limited).
Hence, in any case the amount of the stamp duty will not be charged in the books of account of the company as the company will get reimbursement of such payment.
(v) As per media reports, SEBI and other government authorities have noticed irregularities in operations of Gensol Engineering limited (GEL), Gensol EV Lease Private Limited (GELPL) and Blu Smart Charge Private Limited (BCPL) with whom the company has entered into finance lease agreements.
GEL has taken 100 Cars on Finance Lease having liability of Rs. 912.83 lakhs as on March 31, 2025.
GELPL has taken 42 Cars on Finance Lease having liability of Rs. 786.99 lakhs as on March 31, 2025.
BCPL has taken 161 Chargers on Finance Lease having liability of Rs. 697.37 lakhs As on March 31, 2025.
The company has terminated the lease agreements with these companies and has repossessed the majority of the leased assets provided to the borrowers and has made adequate provisions on the remaining exposure, in accordance with applicable regulatory and accounting requirements.
The management is hopeful for the recovery of the outstandings by redeploying the recovered assets.
(vi) There are no outstanding dues (including interest) of 'Micro' and 'Small' Enterprises pursuant to Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED Act') as at March 31, 2025 (March 31, 2024 - Nil). Accordingly, no disclosures are required to be given under 'MSMED Act'
(vii) There is no Core Investment Company within the group as defined in the regulations made by the Reserve Bank of India.
53. Audit Trail
The Company is using accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software. Further, no instance of audit trail feature being tempered with has been noticed during the year in respect of the accounting software.
54. Figures for the previous year have been regrouped/reclassified wherever necessary to conform to the current year's presentation.
As per our report of even date attached For TATTVAM & Co.
Chartered Accountants For and on behalf of Board of Directors
Firm Registration No. 015048N
Sagar Arora Manoj Kumar Bhatt Kapil Garg
Partner Director Managing Director
Membership No. 520999 DIN: 09452843 DIN: 01716987
Place : New Delhi M^^ PJatap ^ Gunjan Jain
Date : 27 May, 2025 ComPanySecretary Chief Financial Officer
Membership No. A46666
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