The Company recognizes provisions when a present obligation (legal or constructive) as a result of a past event exists and it is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated. If the effect of time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.
Short-term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short¬ term employee benefits and they are recognized in the period in which the employee renders the related service. The Company recognizes the undiscounted amount of short-term employee benefits expected to be paid in exchange for services rendered as a liability (accrued expense) after deducting any amount already paid.
Post-employment benefits
(i) Defined contribution plans
Defined contribution plans are employee state insurance scheme and Government administered pension fund scheme for all applicable employees.
Recognition and measurement of defined contribution plans:
The Company recognises contribution payable to a defined contribution plan as an expense in the Statement of profit and loss when the employees render services to the Company during the reporting period. If the contributions payable for services received from employees before the reporting date exceeds the contributions already paid, the deficit payable is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the reporting date, the excess is recognized as an asset to the extent that the prepayment will lead to, for example, a reduction in future payments or a cash refund.
(ii) Defined benefits plans Gratuity scheme
Gratuity is a post-employment benefit and is a defined benefit plan. The cost of providing defined benefits is determined using the Projected Unit Credit method with actuarial valuations being carried out at each reporting date. The defined benefit obligations recognized in the Balance sheet represent the present value of the defined benefit obligations as reduced by the fair value of plan assets, if any. Any defined benefit asset (negative defined benefit obligations resulting from this calculation) is recognized representing the present value of available refunds and reductions in future contributions to the plan.
Recognition and measurement of defined benefit plans
All expenses represented by current service cost, past service cost, if any, and net interest on the defined benefit liability / (asset) are recognized in the Statement of profit and loss. Re-measurements of the net defined benefit liability / (asset) comprising
actuarial gains and losses and the return on the plan assets (excluding amounts included in net interest on the net defined benefit liability/asset), are recognized in Other Comprehensive Income. Such re¬ measurements are not reclassified to the Statement of profit and loss in the subsequent periods.
The Company does not present the above liability/ (asset) as current and non-current in the Balance sheet as per the principles of Division III of Schedule III to the Act as per MCA's Notification dated 11th October, 2018.
(10) Lease accounting
The Company, as a lessee, recognizes a Right-of- Use (RoU) asset and a lease liability for its leasing arrangements, if the contract conveys the right to control the use of an identified asset.
The contract conveys the right to control the use of an identified asset, if it involves the use of an identified asset and the Company has substantially all the economic benefits from use of the asset and has right to direct the use of the identified asset. The cost of the RoU asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs incurred. The RoU asset is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The RoU asset is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of RoU asset.
The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate.
For short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the lease term.
(11) Borrowing Costs
Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs, if any, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized, if any. All other borrowing costs are expensed in the period in which they occur.
(12) Events after reporting date
Where events occurring after the Balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the financial statements. Otherwise, events after the Balance sheet date of material size or nature are only disclosed.
(13) 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, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or Cash-Generating Unit's (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When 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 the 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 costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset's or CGU's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined,
net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
(14) Earnings per share (refer note 24)
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted-average number of equity shares outstanding during the period. The weighted-average number of equity shares outstanding during the period is adjusted for events including a bonus issue.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period 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.
(15) Accounting and reporting of information for Operating Segments
Operating segments are those components of the business whose operating results are regularly reviewed by the chief operating decision making body in the Company to make decisions for performance assessment and resource allocation. The reporting of segment information is the same as provided to the management for the purpose of the performance assessment and resource allocation to the segments. Segment accounting policies are in line with the accounting policies of the Company.
2 (C) Recent pronouncements
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. For 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 leaseback transactions, applicable to the Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statements.
Note 2 : Disclosure pursuant to Note no. S(e) of Division III of Schedule III to the Companies Act, 2013 Terms and rights attached to equity shares
Equity Shares: The Company has issued one class of equity shares having face value of Rs. 10/- per share. Each shareholder is eligible for one vote per share held.
The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
The shareholders have all other rights as available to the Equity Shareholders as per the provisions of Companies Act, 2013 read together with the Memorandum of Association and Articles of Association of the Company, as applicable.
Note 3 : Disclosure pursuant to Note no. S(f) of Division III of Schedule III to the Companies Act, 2013
(i) Swallow Associates LLP is directly holding more than 50% of total paid up share capital of the Company Note 4 : Disclosure pursuant to Note no. S(g) of Division III of Schedule III to the Companies Act, 2013
(shareholders holding more than 5% shares in the Company)
Nature and purpose of each reserve:
General reserve
General reserve is created from time to time by way of transfer profits from Retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.
Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfer to General reserve. Statutory reserves
The Company is required to create a reserve in accordance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934. Accordingly 20% of the profits after tax for the year is transferred to this reserve at the end of every reporting period.
Other Comprehensive Income (OCI)
This represents the cumulative gains and losses arising on the revaluation of financial instruments measured at fair value through other comprehensive income, under an irrevocable option, net of amounts reclassified to Retained earnings when such assets are disposed off, if any.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised directly in other comprehensive income.
(b) Fair value hierarchy
The Group determines fair values of its financial instruments according to the following hierarchy:
Level 1: Valuation based on quoted market price: Financial instruments with quoted prices for identical instruments in active markets that the Company can access at the measurement date.
Level 2: Valuation based on using observable inputs: Financial instruments with quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in inactive markets and financial instruments valued using models where all significant inputs are observable.
Level 3: Valuation technique with significant unobservable inputs: - financial instruments valued using valuation techniques where one or more significant inputs are unobservable.
32 Financial risk management
The Company is a Non-Deposit taking Non-Banking Financial Company registered with the Reserve Bank of India (the 'RBI') (classified as Middle Layer). On account of it's business activities it is exposed to various financial risks associated with financial products such as credit or default risk, market risk, interest rate risk, liquidity risk and inflationary risk. However, the Company has a robust financial risk management system in place to identify, evaluate, manage and mitigate various risks associated with its financial products to ensure that desired financial objectives are met. The Company's senior management is responsible for establishing and monitoring the risk management framework within its overall risk management objectives and strategies. Such risk management strategies and objectives are established to identify and analyse potential risks faced by the Company, set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and assess risk management performance.
(a) Credit risk
This risk is common to all investors who invest in bonds and debt instruments and it refers to a situation where a particular bond issuer is unable to make the expected principal payments, interest rate payments, or both. Similarly, a lender bears the risk that the borrower may default in the payment of contractual interest or principal on its debt obligations, or both. The entity continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.
Financial instruments
Risk concentration is minimized by investing in highly rated, investment grade bonds and debt instruments, which has the least risk of default. These investments are reviewed by the Board of Directors on a regular basis.
(b) Market risk:
Market risk is a form of systematic risk associated with the day-to-day fluctuation in the market prices of shares and securities and such market risk affects all securities and investors in the same manner. These daily price fluctuations follows its own broad trends and cycles and are more news and transaction driven rather than fundamentals and many a times, it may affect the returns from an investment. Market risks majorly comprises of two types - interest rate risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risks include borrowings and investments.
(i) Price risk
Price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. It arises from financial assets such as investments in equity instruments, bonds, mutual funds etc. The Company is exposed to price risk arising mainly from investments carried at fair value through FVTPL or FVTOCI which are valued using quoted prices in active markets (level 1 investments). A sensitivity analysis demonstrating the impact of change in market prices of these instruments from the prices existing as at the reporting date is given below:
(ii) Interest rate risk
Risk of exposure to interest rate risk is not material.
(c) Liquidity risk:
Liquidity refers to the readiness of the Company to sell and realise its financial assets. Liquidity risk is one of the most critical risk factors for Companies which is into the business of investments in shares and securities. It is the risk of not being able to realise the true price of a financial asset, or is not being able to sell the financial asset at all because of non-availability of buyers.
The Company maintains a well-diversified portfolio of investments in shares and securities which are saleable at any given point of time. A dedicated team of market experts are monitoring the markets on a continuous basis, which advises the management for timely purchase or sale of securities. The Company is currently having a mix of both short-term and long-term investments.
For disclosures pursuant to master direction - RBI (NBFC scale based regulation) Direction 2023, Annex VI dated 19th October 2023 that enables the market participants to make an informed judgment about the soundness of its liquidity risk management framework and liquidity position, refer note no 37.
33 Capital management
For the purpose of Company's capital management, capital includes issued equity share capital, other equity reserves and borrowed capital less cash and cash equivalents. The primary objective of capital management is to maintain an efficient capital structure to reduce the cost of capital, support corporate expansion strategies and to maximize shareholder's value.
The entity manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the entity may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The entity monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The entity's policy is to keep an optimum gearing ratio. The entity includes within net debt, interest bearing loans and borrowings less cash and cash equivalents.
13 Restructured accounts for the year ended March 31,2025: Not applicable
14 Provision under prudential norms of income recognition, asset classification and provisioning (IRACP) as at March 31,2025: Not applicable
15 Liquidity Risk Management: Refer Note no. 32(c). Liquidity Risk
35: Disclosures given pursuant to Annexure VII of the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023
(i) Sectoral exposure: Nil
(ii) Intra-group exposures: Nil
(iii) Unhedged foreign currency exposure : The Company do not have any Unhedged foreign currency exposure in Current year & previous year.
(iv) Related Party Disclosures : Details of all related party disclosures are given in note 27.
(v) Disclosure of Complaints:
a) No Complaints has been received during the Current year & previous year.
b) Top five grounds of complaints received by the NBFCs from customers- Not Applicable
(vi) Miscellaneous - Additional disclosures pursuant to the RBI circular RBI/2021-22/112 DOR.CRE.REC.No.60/
03.10.001/2021-22 dated October 22, 2021
a) Disclosures relating to Corporate Governance Report containing composition and category of directors, shareholding of non-executive directors, etc: - Details relating to Corporate Governance Report containing composition and category of directors, shareholding of non-executive directors etc are covered under Corporate Governance Report, which forms part of the Annual Report.
b) Disclosure on modified opinion, if any, expressed by auditors, its impact on various financial items and views of management on audit qualifications: - The Auditors has not expressed any modified opinion during the current financial year ended 31 March 2025.
c) Disclosures relating to items of income and expenditure of exceptional nature - During the financial year 2024-2025, the company sold its entire 100% stake step down subsidiary to another company. This transaction is classified as exceptional in nature due to its one-time and significant impact on the financial results.
d) Disclosures relating to breaches in terms of covenants in respect of loans availed by the Company or debt securities issued by the Company including incidence/s of default -There are no such instance during the Financial Year 2024-2025.
e) Disclosures relating to Divergence in asset classification and provisioning above a certain threshold to be decided by the Reserve Bank: -There are no such instance during the Financial Year 2024-2025.
f) Related Party Disclosure - Refer Point No. 27.
(vii) Institutional set-up for Liquidity Risk Management
The Board of Directors holds overall responsibility for overseeing the management of all risks, including liquidity risk, arising from the Company's business operations. It formulates and approves the relevant policies and strategies, and regularly reviews their implementation either directly or through designated committees. To support this, the Board has constituted a Risk Management Committee (RMC) comprising select members of the Board and Senior Management, as detailed in the Terms of Reference outlined in the Corporate Governance section of the Annual Report. Additionally, an Asset Liability Management Committee (ALCO), consisting of members from the Senior Management, has been established in accordance with its Terms of Reference. This Committee, in coordination with the RMC, specifically oversees the implementation of the Company's Liquidity Risk Management Framework.
36 (i) Disclosures pursuant to Reserve Bank of India notification no. DOR (NBFC).CC.PD. No.109/22.10.106/2019-20 dated 13 March 2020 on implementation of IndAS by Non-Banking Financial Companies: Nil
39 On 23rd April, 2024, the Company's wholly-owned subsidiary, Instant Holdings Limited (IHL) has entered into a MOU to sell its entire shareholding in its subsidiary, Sudarshan Electronics and TV Limited (SETVL), inter alia to conculsion of a Share Purchase Agrrement (SPA). The SPA has since been entered into, on 07th May, 2024. Post the aforesaid SPA, SETVL ceased to be a subsidiary of IHL and the Company.
40 Based on the information available with the Company and confirmations received from suppliers regarding their registration under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006, the Company has identified certain vendors as registered under the said Act. However, as at 31st March, 2025, there are no amounts due and outstanding to such suppliers for a period exceeding 45 days. Accordingly, no interest is payable or has been paid under the terms of the MSMED Act, 2006 during the year.
41 No significant adjusting event occurred between balance sheet date and the date of the approval of these standalone financial statements by the Board of Directors requiring adjustments on disclosures.
42 Segment reporting
As per the requirement of Ind AS 108, Operating Segments, based on evaluation of financial information for allocation of resources and assessing performance, the Group identified as single segments, i.e., holding and investing with focus on earning income through dividends, interest and gains from investments and operates in India. Accordingly, there are no separate reportable segments as per the Standard.
43 Enhancing Accountability and Transparency: Implementation of Audit Trail
The company had implemented an audit trail system within our company's software which has impact on books of accounts with effect from 1st April 2023. This implementation underscores our commitment to transparency, accountability, and data integrity. Audittrail hasbeen implemented forall transactions recorded in the software throughout the year. By capturing and documenting critical events and activities within our systems, we ensure a comprehensive record that enhances security, facilitates compliance, and supports effective decision-making. In addition, audit trail data is preserved in the system as per statutory requirement for record retention. The company's dedication to maintain a robust audit trail reflects ongoing efforts to uphold the highest standards of governance and security across all aspects of business operations.
44 Backup Schedule and Data Preservation
The company follows a well-defined backup schedule and data preservation protocol to ensure the integrity and availability of critical information assets. Regular and systematic backups are conducted to protect against potential data loss or corruption. This proactive approach ensures that vital data remains secure and accessible in the event of unforeseen incidents.
45 Other 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 does not have any transactions with struck off Companies.
(iii) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
(iv) The Company has not advanced or given loan 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.
(v) 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.
(vi) The Company does not have 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.
(vii) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.
(viii) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.
45 Amount shown as ? 0.00 represents amount below ? 500 (Rupees Five Hundred).
46 Figures or the previous year have been regrouped wherever necessary.
Signatures to Notes 1 to 46
D M K H & Co For and on behalf of the Board of Directors
Chartered Accountants Summit Securities Limited
Firm's Registration No. 116886W by the hand of
Parin Shah H N Singh Rajpoot A.V. Nerurkar
Partner Director Director
Membership No. 606667 DIN: 00080836 DIN: 00045309
Place: Mumbai Arvind Dhumal Anand Rathi Jiya Gangwani
Date: 05th May, 2025 Manager Chief Financial Officer Company Secretary
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