(c) Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting year.
(d) Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the standalone financial statements.
Contingent liabilities, contingent assets and commitments are reviewed at each Balance Sheet date.
(e) Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments. The Company is in the business of Trading of Building Material Products and hence there is only one reportable operating segment as per 'Ind-AS 108 : Operating Segments'
1(iv) Recent Accounting Developments
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. The Company applied following amendments for the first-time during the current year which are effective from April 01,2024:
1. Amendments to Ind AS 116 - Lease liability in a sale and leaseback
The amendments require an entity to recognise lease liability including variable lease payments which are not linked to index or a rate in a way it does not result into gain on Right of Use asset it retains.
2. Introduction of Ind AS 117
MCA notified Ind AS 117, a comprehensive standard that prescribe, recognition, measurement and disclosure requirements, to avoid diversities in practice for accounting insurance contracts and it applies to all companies i.e., to all "insurance contracts" regardless of the issuer. However, Ind AS 117 is not applicable to the entities which are insurance companies registered with IRDAI.
The Company has reviewed the new pronouncements and based on its evaluation has determined that these amendments do not have a significant impact on the Company's standalone 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."
(viii) Refer note 28 and 29 for interest expense and depreciation charged in Standalone statement of profit and loss. The total cash outflow for the year ended March 31,2025 is ? 0.20 crores (March 31,2024: 0.17 crores)
(ix) Lease deeds of all right-of-use assets are held in the name of the Company.
(x) Company does not have any leases with variable lease payments.
(xi) Property leases contain extension options exercisable by the Company post mutual discussion for specified number of years after the end of the non-cancellable contract period. Where practicable the extension options held are exercisable only by the Company, the Company seeks to include extension options in new leases to provide operational flexibility. The Company assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Company reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control. Where the extension options held are exercisable by mutual discussion between the Company and the lessors, the extension period is not included in lease term.
(xii) Company does not provide any residual value guarantee in relation to its leases.
(xiii) Company does not have any sublease and assignment rights as per the lease agreements.
Notes
(i) During the year, the Company has given a loan amounting to ? 162.21 crores (March 31,2024 : ? 46.56 crores), to a wholly owned subsidiary viz. SG Marts FZE for the purpose of meeting its operational requirements. The loans carried an interest rate of 8.50% per annum and were repayable within a period of up to five years from the respective dates of agreement.
(ii) The loans granted were tested for impairment in accordance with Ind AS 109 concluding no impairment to the carrying values.
(iii) There are no loans and advances in the nature of loans granted to promoters, directors, key managerial personnel and related parties (as defined under Companies Act, 2013) that are either repayable on demand or without specifying any terms or period of repayment.
(iv) There are no loans due by directors or other officers of the Company either severally or jointly with any other persons or amounts due by firms or private companies in which any director is a partner or a director or a member.
(v) Refer note 40 for Disclosure as per Regulations 34(3) and 53(f) of Securities Exchange Board of India - Listing Obligations and Disclosure Requirements (LODR) and Section 186(4) of the Companies Act, 2013.
(ii) Rights, preferential and restrictions attached to equity shares
(a) The Company has one class of equity shares having a par value of ? 1 each (March 31,2024 : ? 1 each). Each shareholder is eligible for one vote per share held. 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.
(b) "The Company has allotted 3,000,000 equity shares of face Value of ?10/- each, at an issue price of ' 450/- per equity share, which included a premium of ' 440 per equity share, on July 10, 2023 through preferential issue approved by the Board of Directors on April 3, 2023 and further approved by the shareholders on May 5, 2023. Out of 3,000,000 equity shares 800,000 shares were locked in upto February 17, 2025.
Further allotted 1,577,000 equity shares of face Value of ?10/- each, at an issue price of ' 5,000/- per equity share, which included a premium of ' 4,990 per equity share, on November 28, 2023 through preferential issue approved by the Board of Directors on September 23, 2023 and further approved by the shareholders on October 24, 2023 and were locked-in upto July 14, 2024.
(iii) Board of Directors in its Meeting held on January 8, 2024, had approved a proposal of the sub-division of one equity share of face value ? 10 each into 10 equity share of face value ?1 each, which is approved by shareholders of the Company through postal ballot and e-voting. The record date for the said sub-division was set at February 22, 2024.
(iv) Board of Directors in its Meeting held on January 8, 2024, had approved a proposal of issue of Bonus equity shares to the equity shareholders of the Company in the ratio of 1:1 i.e. 1 (One) Equity Shares for every 1 (One) Equity Shares having a face value of ? 1/- (considering the post sub-division/split of face value of equity shares) held by the Eligible equity shareholders of the Company as on the record date, which is approved by shareholders of the Company through postal ballot and e-voting. The record date for the said sub-division was set at February 22, 2024.
The Company allotted 55,770,000 equity shares as fully paid bonus shares by capitalisation of profit transferred from retained earnings amounting to ? 5.58 crores.
14 Equity share capital (Contd.)
(v) The Nomination and Remuneration Committee of the Company at its meeting held on April 16, 2024 granted 300,500 stock options to its eligible employees under the Kintech Renewables Limited Employees Stock Option Scheme - 2023. The stock options will vest over a period of 5 years. (Refer note 34)
(vi) For the period of five years immediately preceding the date of the Balance Sheet, The Company has neither bought back any class of equity shares nor issued shares pursuant to contract(s) without payment being received in cash. However, the Board of Directors, in its Meeting held on January 8, 2024, had approved a proposal of issue of Bonus equity shares to the equity shareholders of the Company in the ratio of 1:1 i.e. 1 (One) Equity Shares for every 1 (One) Equity Shares having a face value of ? 1/- (considering the post sub-division/split of face value of equity shares) held by the Eligible equity shareholders of the Company as on the record date, which is approved by shareholders of the Company through postal ballot and e-voting. The record date for the said sub-division was set at February 22, 2024.
The Company allotted 55,770,000 equity shares as fully paid bonus shares by capitalisation of profit transferred from retained earnings amounting to ? 5.58 crores.
(vii) During the current year ended March 31, 2025, the Company has received balance 75% money amounting to ? 15.79 crores against conversion of 42,100 warrants. The Company has issued and allotted 842,000 equity shares during the current year ended March 31,2025 respectively at effective price of ? 250 each (Face value of ? 1 each, including a premium of ? 249 per equity share) to the respective applicants, in the ratio of 20 (twenty) equity shares for each warrant after giving effect of sub-division/split and bonus issue as referred to in note (vi).
(viii) Net proceeds of ? 1,029.66 crores were received from the issue of equity shares referred in (ii)(b) and (vii) above and convertible warrants referred in note 12(a)(i), out of which ? 1,012.13 crores were utilised for working capital requirements and general corporate purposes (? 996.35 crores were used indirectly by way of repayment of credit facilities). The balance amount of ? 17.53
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(ix) Expected contribution during the next annual reporting period:
The Company's best estimate of contribution during the next financial year approximates to ? 0.49 crores (March 31,2024: ? 0.32 crores).
(c) Other long term benefits:
The leave obligations cover the Company's liability for earned leave. The liability towards compensated absences based on the
actuarial valuation carried out by using projected accrued benefit method resulted in a net liability of ? 0.58 crores as on March 31,
2025 (net liability of ? 0.12 crores as on March 31,2024) which have been shown under provisions in note 15.
34 Share Based Payments
(a) Employee Share Option Plan :
(i) The ESOS scheme titled "Kintech Renewables Limited Employees Stock Option Scheme - 2023" (ESOS 2023) was approved by the shareholders in the annual general meeting held on September 30, 2023 and have approved the pool of 2,00,000 equity shares of face value of ? 10/- each. Subsequently, the Company undertook a sub-division of equity shares, reducing the face value from ?10 to ?1 per share. As a result, the original pool of 2,00,000 equity shares of ?10 each was proportionately adjusted to 20,00,000 equity shares of ?1 each under the ESOS 2023.
(ii) In the financial year 2024-25, the Nomination and Remuneration Committee, at its meeting held on April 16, 2024, granted 3,00,500 stock options to eligible employees under the ESOS 2023. Each option entitles the grantee to acquire one equity share of the Company. The options shall vest over a period of five years from the date of grant, in equal annual tranches of 20%. The exercise period for the options is six years from the date of grant.
(iii) The measure of volatility used in the Option-Pricing Model is the annualised standard deviation of the continuous rates of return on the stock over a period of time.
(iv) The fair values are measured based on the Black-Scholes-model. The fair value of the options and inputs used in the measurement of the grant date fair values of the equity-settled share based payments are mentioned below.
Valuation technique:
Inputs other than quoted prices included within level 1 that are observable for asset or liability, either directly (i.e. as prices) or indirectly (derived from prices). The fair value is determined using quoted forward exchange rates at the reporting date"
- The Company's finance team performs valuations of financial items for financial reporting purposes, including Level 3 fair values, in consultation with third party valuation specialists for complex valuations. Valuation techniques are selected based on the characteristics of each instrument, with the overall objective of maximising the use of market-based information. The finance team reports directly to the chief financial officer (CFO) and to the audit committee.
- Fair value of loan given and security deposits approximate their carrying amounts due to the fact that the interest rate is equal to the market interest rate as at the reporting date and the fair values are computed using Discounted cash flow (DCF) method.
There were no transfers between Level 1 and Level 2 during the year ended March 31,2025 and March 31,2024
(b) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
36 Fair value measurements (Contd.)
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.
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 rely as little as possible 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 3. This is the case for unlisted equity securities, security deposits included in level 3.
(c) Assets and liabilities which are measured at amortised cost for which fair values are disclosed
All the financial asset and financial liabilities measured at amortised cost, carrying value is an approximation of their respective fair value.
37 Financial risk management objectives
The Company's activities expose it to market risk (including foreign currency risk and interest rate risk), liquidity risk and credit risk.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk :
The Company's risk management is carried out by a treasury department under policies approved by the Board of Directors, The Company treasury department identifies, evaluates and hedges financial risks in close co-operation with the Company's operating units. The Board provides principles for overall risk management, as well as policies covering specific areas, such as hedging of foreign currency transactions, foreign exchange risk etc.
(a) Market risk
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as result of changes in interest rates, foreign currency exchange rates, liquidity and other market changes. Future specific market movements can not be normally predicted with reasonable accuracy.
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The Company's functional currency is Indian Rupees (?). Most of the Company's transactions are carried out in Indian Rupees. Exposures to currency exchange rates mainly arise from the Company's overseas sales and purchases, forward contracts , lending to overseas subsidiary company etc. which are primarily denominated in Emirati Dirham ('AED') and US Dollar (""USD""). The Company has limited exposure to foreign currency risk and thereby it mainly relies on natural hedge. To further mitigate the Company's exposure to foreign currency risk, non-INR cash flows are continuously monitored and derivative contracts are entered into wherever considered necessary.
Sensitivity
The following table illustrates the sensitivity of profit and equity in relation to the Company's financial assets and financial liabilities and the INR/AED exchange rate, with all other variables held constant. It assumes a /- 2.5% change of the INR/AED exchange rate for the year ended 31 March 2025 (31 March 2024: 2.5%). This percentage has been determined based on the average market volatility in exchange rates in the previous twelve months. Based on the movements in the foreign exchange rates historically and the prevailing market conditions as at the reporting date, the Company's management has concluded that the above mentioned rates used for sensitivity are reasonable benchmarks. The sensitivity analysis is based on the Company's foreign currency financial instruments held at each reporting date and also takes into account forward exchange contracts that offset effects from changes in currency exchange rates.
(b) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company is exposed to credit risk for trade receivables, cash and cash equivalents, investments, other bank balances, loans, other financial assets, financial guarantees and derivative financial instruments.
Company's trade receivables are generally categories into following categories:
1. Institutional customers
2. Dealers
In case of sale to institutional customers, certain credit period is allowed. In order to mitigate credit risk, generally of the sales are secured by letter of credit, bank guarantee, post dated cheques, etc.
In case of sale to dealers certain, credit period is allowed. In order to mitigate credit risk, generally the sales made to dealers are secured by way of post dated cheques (PDC). Further, Company has an ongoing credit evaluation process in respect of customers who are allowed credit period.
The credit risk for cash and cash equivalents and bank deposits including interest accrued thereon is considered negligible, since the counterparties are reputable banks with high quality external credit ratings. The credit risk for loans advanced to related companies including interest accrued thereon is also considered negligible since operations of these entities are regularly monitored by the Company and these companies have shown considerable growth. Further, the Company has assessed the recoverability of other financial assets including security deposit and concluded that no expected credit allowance is required to be created.
39 Capital management (a) Risk management
The Company being in a capital intensive industry, its objective is to maintain a strong credit rating, healthy capital ratios and establish a capital structure that would maximise the return to stakeholders through optimum mix of debt and equity.
The Company's capital requirement is mainly to fund its business expansion, repayment of principal and interest on its borrowings and strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the capital markets. The Company is not subject to any externally imposed capital requirements.
The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion projects and strategic acquisitions, to capture market opportunities at minimum risk.
(c) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(d) Utilisation of borrowed funds and share premium
No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
No funds (which are material either individually or in the aggregate) have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
The borrowings obtained by the company from banks have been applied for the purposes for which such loans were taken.
(e) Wilful defaulter
The Company has not been declared a wilful defaulter by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.
(f) Details of benami property held
There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(g) Details of crypto currency or virtual currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the reporting years.
(h) Valuation 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 during the current or previous year.
(i) Registration of charges or satisfaction with Registrar of Companies
There is no charge or satisfaction of charge which is yet to be registered with ROC beyond the statutory period.
(j) Undisclosed income
The Company do not have any transaction not recorded in the books of accounts that has been surrendered or not disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(k) Maintenance of Audit Trail log
The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company, in respect of financial year commencing on April 01, 2024, has used accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software, except for instances mentioned below. The Company did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exceptions given below. Furthermore, except for matters mentioned below the audit trail has been preserved by the Company as per the statutory requirements for record retention.
1. The audit trail feature was not enabled at the database level for accounting software to log any direct data changes, used for maintenance of accounting records, other than payroll records, by the Company for the period April 01 2024 to August 27, 2024. The said software did not capture the details of what data was changed while recording audit trail (edit log) at the application level for the period April 01 2024 to August 27, 2024.
2. The audit trail pertaining to financial years from April 01,2023 to August 27, 2024 have not been preserved by the Company as per the statutory requirements for record retention.
3. The accounting software used for maintenance of accounting records, other than payroll records, is operated by a third- party software service provider for the period August 28, 2024 to March 31,2025 and in the absence of any information on existence of audit trail (edit logs) for any direct changes made at the database level in the 'Independent Service Auditor's Assurance Report on the Description of Controls, their Design and Operating Effectiveness' ('Type 2 report' issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we are unable to demonstrate whether audit trail feature with respect to the database of the said software was enabled and operated throughout the year. It was also validated that Company's users did not have access to the said software's database, to make any direct changes to the database in the said period.
45 The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. 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.
46 There are no other subsequent events that occurred after the reporting date.
47 In alignment with the new line of business i.e. trading and processing of Building Material Products, the name of the Company has been changed from "Kintech Renewables Limited" to "SG Mart Limited" w.e.f. October 06, 2023. The net sales or income, expenditure and net profit after tax for the year referred to in these standalone statement of profit and loss account pertain to the aforesaid new line of business.
49 Amounts below the rounding off norms adopted by the Company are presented as "0.00".
As per our report of even date attached.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants SG MART LIMITED
Firm's Registration No. 001076N/N500013
Ashish Gera Shiv Kumar Bansal Amit Thakur
Partner Whole Time Director Whole Time Director
Membership No. 508685 DIN : 09736916 DIN : 10732682
Place: Noida Suraj Kumar Sachin Kumar
Date: May 16, 2025 Chief Financial Officer Company Secretary
ICSI M.No. : A61525
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