Provisions are recognized only when there is a present obligation, as a result of past events, and when a reliable estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Provisions are discounted to their present values, where the time value of money is material.
• Possible obligations which will be confirmed only by future events not wholly within the control of the Company, or
• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
Contingent liabilities may arise from litigation, taxation and other claims against the Company. The contingent liabilities are disclosed where it is management's assessment that the outcome of any litigation and other claims against the Company is uncertain or cannot be reliably quantified, unless the likelihood of an adverse outcome is remote.
Contingent assets are not recognised. However, when inflow of economic benefit is probable, related asset is disclosed.
o) Earnings per share
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.
p) Business combination under common control Business combinations involving entities of businesses under common control are accounted for using the pooling of interest method as per Ind AS 103 "Business Combinations". Under pooling of interest method, the assets and liabilities of the combining entities or businesses are reflected at their carrying amounts after making necessary adjustments, to harmonize the accounting policies. The financial Information in the standalone financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period
in the standalone financial statements, irrespective of the actual date of the combination. The identity of the reserves is preserved in the same form in which they appeared in the standalone financial statements of the transferor and the difference, if any, between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve.
q) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM).
All operating segments' results are reviewed regularly by the Board of Directors, who have been identified as the CODM, to allocate resources to the segments and assess their performance.
r) Certain prior year amounts have been reclassified for consistency with the current year presentation. Such reclassification does not have any impact on the current year financial statements.
s) Recent accounting pronouncements:
Standards issued but not yet effective
The Ministry of Corporate Affairs notifies new standard or amendment to the existing standards. There is amendment to Ind AS 21 "Effects of Changes in Foreign Exchange Rates".
The Effects of Changes in Foreign Exchange Rates specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendment also requires disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows.
The amendment is effective for the period on or after 01 April 2025. When applying the amendment, an entity cannot restate comparative information.
The Company has reviewed the new pronouncement and based on its evaluation has determined that above amendments does not have a significant impact on the Company's Standalone Financial Statements.
Standards issued/amended and became effective
The Ministry of Corporate Affairs notified new standards or amendment to existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. The Company has applied following amendments for the first-time during the current year which are effective from 01 April 2024.
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.
Ind AS 117 - Insurance Contracts
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 above amendments do not have a significant impact on the Company's Standalone Financial Statements.
3. Significant management accounting judgements, estimates and assumptions
The preparation of the Company's standalone financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. The estimates and assumptions are based on historical experience and other factors that are considered to be relevant. The estimates and underlying assumptions are reviewed on an ongoing basis and any revisions thereto are recognized in the period of revision and future periods if the revision affects both the current and future periods. Uncertainties about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the standalone financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Estimates:
Defined benefit plans
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Information about the various estimates and assumptions made in determining the present value of defined benefit obligations are disclosed in note 34.
Useful lives of depreciable/ amortisable assets
The Company has estimated useful life of each class of assets based on the nature of assets, the estimated usage of the asset, the operating condition of the asset, past history of replacement, anticipated technological changes, etc. The Company reviews the useful life of property, plant and equipment and Intangible assets as at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.
Fair value measurements
I n estimating the fair value of financial assets and financial liabilities, the Company uses market observable data to the extent available. Where such Level 1 inputs are not available, the Company establishes appropriate valuation techniques and
inputs to the model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities are disclosed in note 52.
Impairment of non-financial assets
I mpairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm's length, for similar assets or observable market prices less incremental costs for disposing of the asset.
I mpairment of property, plant and equipment, Right-of-Use and intangible assets
Property, plant and equipment, Right-of-Use and intangible assets that are subject to depreciation/ amortisation are tested for impairment periodically including when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The recoverable amount of cash generating units is higher of value-in-use and fair value less cost to sell. The calculation involves use of significant estimates and assumptions which includes turnover and earnings multiples, growth rates and net margins used to calculate projected future cash flows, risk-adjusted discount rate, future economic and market conditions.
Impairment of Investments made / Loans given to subsidiaries
In case of investments made and loans given by the Company to its subsidiaries, the Management assesses whether there is any indication of impairment in the value of investments and loans. The carrying amount is compared with the present value of future net cash flow of the subsidiaries based on its business model or estimate is made of the fair value of the identified assets held by the subsidiaries, as applicable.
Taxes
Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies, including estimates of temporary differences reversing on account of available benefits under the Income Tax Act, 1961.
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.
Judgements:
Determining the lease term of contracts with renewal and termination options - the Company as lessee
The Company determines the lease term as the non¬ cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. It considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. The Company included the renewal period as part of the lease term for leases of property with shorter non-cancellable period. The Company typically exercises its option to renew for these leases because there will be a significant negative effect on business if a replacement alternate property is not readily available. The renewal periods for leases of property with longer non-cancellable periods are not included as part of the lease term as these are not reasonably certain to be exercised. Furthermore, the periods covered by termination options are included as part of the lease term only when they are reasonably certain not to be exercised.
a. Inter corporate deposits carry interest in range of 6.50%-7.25% and are recoverable on demand.
b. The Company has extended inter corporate deposits (ICD) amounting to H 23.93 million (31 March 2024 : 22.87 million) to wholly owned subsidiary, Neorise Technologies, FZCO Dubai (""Neorise"") for a period of 3 years at an interest rate of 180 day average month Secured Overnight Financing Rate (SOFR) plus 0.50%, payable at the end of term. The Board of Directors vide resolution dated 21 December 2024 had approved conversion of ICD of AED 2 million extended to Neorise Technologies FZCO, wholly owned foreign subsidiary (‘WOS’ or ‘the Foreign Entity’), into equity capital at a valuation derived by the external valuer.
Subsequent to the balance sheet date, on 1 April 2025, on receipt of approval from authorities of foreign subsidiary, the Company has converted loan extended to Neorise Technologies FZCO, wholly owned subsidiary (‘WOS’ or ‘the Foreign Entity’), into equity capital aggregating to AED 1.99 million in accordance with the FEMA regulations. The Company management has assessed this transaction as a non-adjusting event as at the balance sheet date.
c. During the year ended 31 March 2025, the Company had assigned its inter corporate deposit amounting to H 209.70 million (including interest accrued), given to subsidiary Company, Neotec Enterprises Limited to Priapus Developer Private Limited (PDPL), an existing lender of the Company, under a deed of assignment of ICD agreement dated 31 March 2025. Pursuant to this, the assigned ICD has been derecognized from the books in accordance with the derecognition criteria under Ind AS 109 - Financial Instruments. The Company has no continuing involvement in the assigned asset post-transfer.
d. Further, the Company, subsequent to the balance sheet date, has assigned its inter corporate deposit amounting to H 168.79 million (including interest accrued), given to subsidiary Company, Neosky India Limited to Priapus Developer Private Limited (PDPL), under a deed of assignment of ICD agreement dated 6 May 2025. Such transaction has been assessed to be a non adjusting event as at balance sheet date.
e. For transactions with related parties, refer note 33(viii)
b) Rights/ restrictions attached to equity shares
The Company has only one class of equity shares with voting rights, having a par value of H 2 per share. Each shareholder of equity shares is entitled to one vote per share held. Each share is entitled to dividend, if declared, in Indian Rupees. The dividend, if any, proposed by Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. 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.
(ii) 4.82% equity shares of the Company, held by one of the promoter Company got released that were earlier pledged to secure working capital facility for Cocoblu and Revolt."
*During the year ended 31 March 2024:
(i) 1.36% equity shares of the Company, held by one of the promoter Company were pledged to secure the issuance of Unlisted Non-Convertible Redeemable Debentures by Cocoblu Retail Limited, a wholly owned subsidiary.
(ii) 6.88% equity shares of the Company, held by one of the promoter Company got released that were earlier pledged to secure working capital loan for Cocoblu Retail Limited, a wholly owned subsidiary of the Company."
The above information has been furnished as per the shareholders' register as at the year end.
For the details of shares reserved for issue under the Employees Stock Options Plan (ESOP) of the Company, refer
note 51
Nature and purpose of other reserves Capital reserve
Capital reserve was created in earlier years in relation to specific transactions. Capital reserve is not available for distribution to the shareholders.
Securities premium
Securities premium represents premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
- There are no non cash transactions entered with promoters or directors.
- The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions.
- Key managerial personnel are entitled to post-employment benefits and other long term employee benefits recognised as per Ind AS 19 - 'Employee benefits' in the standalone financial statements. As the employees benefits are lump sum amounts provided on the basis of actuarial valuation, the same is not included above.
- During the year, pursuant to the scheme (refer note 51), the Company granted Stock Options to eligible employees, including KMPs, under its Employee Stock Option plan [within the meaning of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Since such Stock Options are not tradeable, no perquisite or benefit is immediately conferred upon the employee by grant of such Stock Options, and accordingly the said grants have not been considered as 'remuneration'. However, in accordance with Ind AS 102, the Company has recorded employee benefits expense by way of share based payments to employees of H Nil for the year ended 31 March 2025 (2024 - H 29.97 million), of which H Nil is attributable to KMPs.
34 Employee benefits Defined contribution:
Contributions are made to the Government Provident Fund and Family Pension Fund which cover all regular employees eligible under applicable Acts. Both the eligible employees and the Company make pre-determined contributions to the Provident Fund. The contributions are normally based upon a proportion of the employee's salary. The Company has recognized in the Statement of Profit and Loss an amount of H 1.21 million (31 March 2024: H 0.97 million) towards employer's contribution towards provident fund.
(I) Defined benefits:
Gratuity scheme - This is an unfunded defined benefit plan and it entitles an employee, who has rendered at least 5 years of continuous service, to receive one-half month's salary for each year of completed service at the time of retirement/exit details as below
i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.
ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period. Gratuity payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment of Gratuity Act, 1972 except the Company does not have any limit on gratuity amount.
Other benefits:
Provision for unfunded compensated absences payable to eligible employees on availment/ retirement/ separation is based upon an actuarial valuation as at the year ended 31 March 2025. Major drivers in actuarial assumptions, typically, are years of service and employee compensation. The commitments are actuarially determined using the 'Projected Unit Credit Actuarial Method' as at the year end. Gains/ losses on changes in actuarial assumptions are accounted for in the Statement of Profit and Loss as identified by the Management of the Company.
Based on the actuarial valuation obtained in this respect, the following table sets out the status of Gratuity and Compensated Absences and the amounts recognised in the financial statements for the year ended 31 March 2025 and 31 March 2024:
The employer's best estimate of contributions expected to be paid during the annual period beginning after the balance sheet date, towards gratuity is H 1.36 million (31 March 2024 : H 2.17 million).
The defined benefit plans expose the Company to actuarial risk which are set out below:
Interest rate risk: The present value of the defined benefit plan liability is generally calculated using a discount rate determined by reference to government bond yields and in certain overseas jurisdictions, it is calculated in reference to government bond yield adjusted for a corporate spread. If bond yields fall, the defined benefit obligation will tend to increase.
Life expectancy : The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Inflation risk: A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation rate will increase the Company's liability.
Salary growth risk: The present value of the defined benefit plan obligation is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan obligation.
a. The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in an assumptions occurring at the end of the reporting period while holding all other assumption constraint. In practice it is unlikely to occur and change in some of the assumption may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
b. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
c. Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.
d. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.
The Company has elected not to recognise a lease liability for short term leases (leases of expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments are not permitted to be recognised as lease liabilities and are expensed as incurred.
37 As per Ind AS 108 "Operating Segments", if a financial report contains both consolidated financial statements and the separate financial statements of the Parent Company, segment information may be presented on the basis of the consolidated financial statements. Thus, disclosure required by regulation 33 of the SEBI (Listing Obligations 8- Disclosure Requirements) Regulations, 2015 on segment information and as per Ind AS 108 has been given in consolidated financial statements.
38 The Company is primarily engaged in the business of investing in technology focused new age businesses including retail e-commerce, electric vehicles, fintech, drones and others through its Group Companies. During the previous year ended 31 March 2024, the Company had met the principal business test criteria as per RBI press release dated April 8, 1999, for classification as a Non-Banking Financial Company ('NBFC').
Further, as at 31 March 2024, the Company held more than 90% of its assets in the form of investments in shares of its Group Companies and loans to such Group Companies and the Company had not accessed any public funds. Accordingly, the Company qualifies to be an "Unregistered Core Investment Company" ('CIC') in terms of "Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016"", effective from the current financial year. Consequently, the Company is eligible to carry on business activities permissible to CIC, without obtaining registration from Reserve Bank of India under section 45-IA of the Reserve Bank of India Act, 1934.
Pursuant to above applicability, the standalone financial statements have been prepared and presented in the format prescribed in the Division III of Schedule III to the Companies Act, 2013 instead of Division II of Schedule III followed in year ended 31 March 2024, with no impact on the reported amounts of assets, liabilities, income & expenses in aggregate.
39 (i) The Company has acquired 100% stake in Neofirst Limited on 04 February 2025 (now Cocoblu Quick Commerce
limited) for H 0.1 million, consequent to which it has become a wholly owned subsidiary of the Company.
(ii) During the previous year ended 31 March 2024, Revolt Intellicorp Private Limited ("Revolt"), a wholly owned subsidiary of the Company had acquired 100% stake of Neoseller Limited on 28 March 2024 (now Revolt Coco Limited), consequent to which it had become a wholly owned subsidiary of Revolt and step down subsidiary of the Company.
40 During the year ended 31 March 2025, in accordance with Ind AS-109, the Company has recognised unrealised gain of H 1,638.50 million (31 March 2024: unrealised gain of H5,638.99 million), on investment in equity shares of RattanIndia Power Limited, on account of movement in market/ quoted price. Further, necessary tax impact on such unrealised gain has been considered in these standalone financial statements.
Out of total holding, 79,54,54,718 (31 March 2024: 79,54,54,718), equity shares of RPL are pledged in favour of the lenders of Rattanindia Power Limited.
41 a. Commitments and contingencies
The Company had executed a Deed dated 31 December 2019 as a Sponsor of RattanIndia Power Limited (RPL), in favour of Vistra ITCL (India) Limited (Security Trustee). As per the terms of Deed, the Company (Sponsor) had guaranteed the Backstopped Liabilities; liabilities of the borrower and claims made by the existing lenders against the borrower in relation to the existing lenders, redeemable preference shares, including but not limited to the payment of any dividend or the redemption of the existing lenders redeemable preference shares, that the management of RPL and REL, have assessed the likelihood to be not probable as at the balance sheet date.
Further, during the previous year, the Company had executed a deed of assurance in respect of amounts payable, if any, on account of a claim made against RPL, in relation to certain identified liabilities, on occurrence of certain identified event of defaults as mentioned in the deed, that the management of RPL and REL, have assessed the likelihood to be not probable as at the balance sheet date.
’Corporate guarantees given on behalf of subsidiary companies to vendors, financial institutions for working capital limits. (refer note 33)
2The Company has provided a corporate guarantee towards financing facility availed by a related party. (also backed by Nettle Constructions Private Limited. [refer note 33 (VIII) & (XI)] )
c. During the year ended 31 March 2025, Canara Bank has filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal - New Delhi Bench - Court - II, which is not yet admitted, alleging default in payment by borrower- Sinnar Thermal Power Limited [an erstwhile subsidiary Company of RattanIndia Power Limited; and currently admitted under Corporate Insolvency Resolution Process (CIRP)], seeking initiation of CIRP against the Company, as a Corporate Guarantor. The Company has assessed the allegation and has concluded that it is not a Corporate Guarantor and has filed its response. The matter is sub judice as on date. The Company's management based upon inputs from legal experts, is of the view that Canara Bank does not have a valid case and that the application filed under section 7 of IBC Code, is not maintainable under applicable laws and believes that the matter is not expected to have any material impact on these Standalone financial statements and/or on the operations and functioning of the Company."
d. Other commitments
Net worth of certain subsidiaries of the Company have eroded and the Company has issued letter of support as committed operational and financial support to these subsidiaries as and when needed for a period of atleast 12 months from the date of approval / preparation of financial statements of such subsidiaries.
42 The Ministry of Corporate Affairs (MCA) has prescribed a new 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 has used 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 software, except that the audit trail of accounting software for the period 1 April 2023 to 3 April 2023 has not been preserved by the Company as per the statutory requirements for record retention.
Further, no instance of audit trail feature being tampered with was noted in respect of the software and except for the instance above, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
43 The Code on Social Security, 2020 ('Code') has been notified in the Official Gazette of India on 29 September 2020, which could impact the contributions of the Company towards certain employment benefits. Effective date from which changes are applicable is yet to be notified and the rules are yet be framed. Impact, if any, of change will be assessed and accounted for in the period of notification of relevant provisions.
The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.
45 The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2025 and 31 March 2024.
46 The disclosure as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to loans and advances in the nature of loans given to subsidiaries, associates and others and investments in shares of the Company by such parties is covered in the related party disclosures (refer note 33).
47 The Company is covered under Section 135 of the Act and accordingly, has constituted a Corporate Social Responsibility Committee of the Board. However, as the Company did not have average net profits based on the immediately preceding three financial years, the Company is not required to spend amounts towards Corporate Social Responsibility in terms of the Act.
48 The Company has long-term investments, Inter-company deposits and other balances in subsidiaries, which are measured at cost less impairment or at fair value through profit or loss. The management assesses the performance of these entities including the future projections, relevant economic and market conditions in which they operate to identify if there is any indicator of impairment in the carrying value of the investments and loans. In case indicators of impairment exist, the impairment loss is measured by estimating the recoverable amounts based on the higher of (i) 'fair value less cost of disposal' determined using market price information, where available, and (ii) 'value- in-use' estimates determined using discounted cash flow projections, where available. The fair value less costs of disposal is determined using the market approach. The future cash flow projections are specific to the entity based on its business plan and may not be the same as those of market participants. The future cash flows consider key assumptions such as volume projections, margins, terminal growth rates, etc. with due consideration for the potential risks given the current economic environment in which the entity operates. The discount rates used with required tax rates based on weighted average cost of capital and reflects market's assessment of the risks specific to the asset as well as time value of money. The recoverable amount estimates are based on judgments, estimates, assumptions and market data as on reporting date and ignore subsequent changes in the economic and market conditions. During the previous year ended 31 March 2024, the performance of subsidiaries along with capital allocation decisions, coupled with the relevant economic and market indicators including inflationary trends resulted in indicators of impairment in respect of one entity. Accordingly, the Company determined the recoverable amounts of the long term investments and other exposures related to these entities and recorded a provision of H 80 million during the previous year ended 31 March 2024. The value-in-use calculation considered discount rates ranging from 40.0% - 50.0% and the terminal growth rates ranging from 3.0% -5.0%.
50 Business Combination
During the previous year ended 31 March 2024, the Company had entered into a business transfer agreement dated 1 June 2023, for acquisition of Technology Business, as a going concern on slump sale basis for cash consideration of H 1 million (determined based on valuation by a registered valuer), from RattanIndia Technologies Private Limited ('RTPL'). Management believed that such acquisition shall enable the Company develop new capabilities, create valuable knowledge-based resources and improve strategic flexibility to reduce cost and development time.
The Company's management had assessed that the above acquisition was within the purview of Appendix C of Ind AS 103- 'Business Combinations'. Accordingly, such acquisition had been accounted using ""Pooling of Interest Method"" wherein the assets and liabilities of the acquired business had been recorded in the books of the Company at their pre-acquisition carrying amounts and no adjustments had been made to reflect fair values and thus, there was no recognition of any new assets or liabilities arising from this business combination. The retained earnings of the acquired business had been combined with the retained earnings of the Company. Further, the difference between the consideration paid, and the net assets acquired as adjusted by the retained earnings combined as aforesaid, had been adjusted under 'Capital reserve' in accordance with Appendix C of Ind AS 103, Business Combinations.
As further required under Appendix C to Ind AS 103, the comparative accounting period presented for earlier period in the financial statements and notes had been restated by including the accounting effect of the acquisition of the business, as stated above, from the beginning of the comparative period presented, i.e., 1 April 2022, in the financial statements for the year ended 31 March 2024, the impact of which is detailed as follows:
51 Employees Stock Options Schemes
(i) Stock Option Scheme of RattanIndia Enterprises Limited (formerly RattanIndia Infrastructure Limited) ("RIL
ESOP 2022"):
(a) During the previous year ended 31 March 2023, RattanIndia Enterprises Limited Employee Stock Option Plan 2022 ("REL ESOP 2022) was formulated and is being administered through REL Employee Welfare Trust (hereinafter "Trust"). The Trust had acquired equity shares of the Company from the open market against the loan given by the Company to the Trust which is payable on demand. The financial statements of the Trust have been included in the standalone and consolidated financial statements of the Company in accordance with the requirements of IND AS and cost of such treasury shares has been presented as a deduction in ""Other Equity"", Such number of equity shares (held by the Trust) have been excluded while computing basic and diluted earnings per share. As of 31 March 2025, the Trust holds 1,381,988 equity shares (Face value of H 2 each) of the Company.
The Nomination & Remuneration Committee of Company:
(b) During the previous year ended 31 March 2024, approved the grant of 30,00,000 stock options to the eligible employees at an exercise price of H 61.15 per share on 4 September 2023.
(c) During the year ended 31 March 2025, approved the grant of 25,00,000 stock options to the eligible employees at an exercise price of H 76.20 per share on 9 April 2024.
The above stock options shall vest over a period of 3 years from the date of grant and are exercisable within a period of 3 years from the date of vesting.
52 Financial instruments i) Fair values hierarchy
Financial assets and financial liabilities are measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
Level 1: Quoted prices (unadjusted) in active markets for financial instruments.
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 rely as little as possible on entity specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Valuation technique used to determine fair value
The fair value of a financial instrument on initial recognition is normally the transaction price (fair value of the consideration given or received). Subsequent to initial recognition, the Company determines the fair value of financial instruments that are quoted in active markets using the quoted bid prices (financial assets held) or quoted ask prices (Financial liabilities held) and using valuation techniques for other instruments. Valuation techniques include discounted cash flow method, market comparable method, recent transactions happened in the company and other valuation models. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimising the use of unobservable inputs.
ii) Risk management
The Company is exposed to various risks in relation to financial instruments. The Company's financial assets and liabilities by category are summarised in note 53(i). The main types of risks are market risk, credit risk and liquidity risk. The most significant financial risks to which the Company is exposed are described below.
The Company's risk management is carried out by a central finance department (of the Company) under direction of the Board of Directors. The Board of Directors provides principles for overall risk management, and covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.
Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. Credit risk arises from cash and cash equivalents, trade receivables, investments carried at amortised cost and deposits with banks and financial institutions. The Company's maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at 31 March 2025 and 31 March 2024, as summarised below:
The Company continuously monitors defaults of customers and other counterparties, and incorporates this information into its credit risk controls. The Company's policy is to deal only with creditworthy counterparties.
The Company's management considers that all of the above financial assets are not impaired and/ or past due for each of the above assets reporting dates under review are of good credit quality.
The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an on-going basis throughout each reporting period. In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 30 days past due. A default on a financial asset is when the counterparty fails to make contractual payments when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.
(i) The Company's management considers assets other than trade receivables, which are 30 days past due and analyses facts and circumstances surrounding each such defaults separately. If the facts indicate a probability of loss of value, the asset's then expected cash flows are plotted in present value based impairment model to determine the amount of impairment loss. Amounts are written off only in the following circumstances: a) no probable legal recourse is available for recovery, b) the counterparty is bankrupt, c) the cost of recovery is more than the amount or d) after all possible efforts the Company is unable to recover amounts after a period of 3 years.
Similarly, substantial part of Company's financial assets including trade receivables are recoverable from Company's subsidiaries, which the management of the Company believes are not credit impaired. Further, the Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses
(ii) The Company has no such assets where credit losses have been recognised as none of the assets are credit impaired.
(iii) The credit risk for cash and cash equivalents and other bank balances is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.
(iv) In respect of ICDs assigned during the year, the Company has transferred substantially all risks and rewards associated with the assigned ICD. There is no residual credit risk or exposure retained by the Company.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities.
Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.
Market Risk Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exchange risk arises from its foreign currency assets and liabilities. The Company's exposure to the risk of changes in foreign exchange rates arises on account of Inter Corporate Deposit (Loan) given to wholly owned subsidiary company. The Company has not taken any derivative instrument during the year and there is no derivative instrument outstanding as at the year. [refer note 7 (b)]
The above table illustrates the sensitivity of profit and equity in relation to the Company's financial assets and financial liabilities and the AED/INR exchange rate and 'all other things being equal'. It assumes a /- 1% change of the INR/AED exchange rate for the year ended 31 March 2025 (31 March 2024: 1%). These percentages have 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.
Interest rate risk Liabilities
The Company's policy is to minimise interest rate cash flow risk exposures on long-term financing. The Company's fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
54 Capital management
The Company' s capital management objectives are;
- to ensure the Company's ability to continue as a going concern
- to provide an adequate return to shareholders
The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.
Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company's various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
60 a) No funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities ('the intermediaries'), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries.
b) Other than as disclosed below, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ('the Funding Parties'), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether 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.
During the year, the Company has received fund as inter corporate deposit (ICD) from one of the related party-Priapus Developers Private Limited (PDPL). Further, same was given in form of inter corporate deposit (ICD) for business operations of below subsidiary companies (100% subsidiaries of the Company).
61 In respect of amounts as mentioned under Section 125 of the Act, there is no amount required to be transferred to the Investor Education and Protection Fund as at 31 March 2025 and as at 31 March 2024.
62 The investments made in group Companies and other establishments are long-term and strategic in nature. Further, loans are given for meeting business and working capital requirements of such subsidiary companies. The Company is merely holding shares of its group companies. It is not carrying on any business of Non-Banking Financial Company (NBFC). Accordingly, the disclosures required as per Reserve Bank of India Master Direction-Non-Banking Financial Company- Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and other circulars issued by RBI from time to time, are not applicable to the Company.
63 Other statutory information
(i) The Company did not have any Benami property and no proceedings have been initiated or pending against the Company and its Indian subsidiaries for holding any Benami property, under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder.
(ii) The Company did not have transactions during the current and previous year with struck off companies under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
(iii) The Company did not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
(v) The Company has not entered into 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.
(vi) The Company has not been declared as a 'Wilful Defaulter' by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
(vii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on Number of Layers) Rules 2017.
(viii) No scheme of arrangement has been approved by the competent authority in terms of sections 230 to 237 of the Companies Act, 2013, hence this is not applicable.
64 The Company has not declared or paid any dividend during the year ended 31 March 2025 and 31 March 2024.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 001076N/ N500013
Deepak Mittal Rajiv Rattan Rajesh Kumar
Partner Chairman Whole Time Director
Membership No.: 503843 DIN: 00010849 DIN: 03291545
Place: New Delhi Place: Dubai Place: New Delhi
Date: 27 May 2025 Date: 27 May 2025 Date: 27 May 2025
Ashok Kumar Sharma Rajesh Arora
Chief Financial Officer Company Secretary
PAN: APWPS6094P FCS-4081
Place: New Delhi Place: New Delhi
Date: 27 May 2025 Date: 27 May 2025
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