Provisions are recognised, when the Company has apresent obligation (legal or constructive) as a result ofa past event, it is probable that an outflow of resourcesembodying economic benefits will be required to settlethe obligation and a reliable estimate can be made of theamount of the obligation.
The amount recognised as a provision is the best estimateof the consideration required to settle the presentobligation at the end of the reporting period, takinginto account the risks and uncertainties surroundingthe obligation. When a provision is measured using thecash flows estimated to settle the present obligation, itscarrying amount is the present value of those cash flows(when the effect of the time value of money is material).
(a) Contingent liability is disclosed for
(i) A possible obligation that arises from pastevents and whose existence will be confirmedonly by the occurrence or non-occurrence ofone or more uncertain future events not whollywithin the control of the entity or
(ii) Present obligations arising from past eventswhere it is not probable that an outflow ofresources embodying economic benefits willbe required to settle the obligation or a reliableestimate of the amount of the obligation cannotbe made. When some or all of the economicbenefits required to settle a provision areexpected to be recovered from a third party,a receivable is recognised as an asset if it isvirtually certain that reimbursement will bereceived and the amount of the receivable canbe measured reliably.
(b) Contingent assets are neither recognised nordisclosed in the financial statements. However,contingent assets are assessed continually andif it is virtually certain that an inflow of economicbenefits will arise, the asset and related income arerecognised in the period in which the change occurs.
The income tax expense represents the sum of the tax
currently payable and net change in deferred tax.
Income tax expense or credit for the period is the taxpayable on the current period's taxable income usingthe tax rates and tax laws that have been enactedor substantively enacted by the Balance Sheet date.The Company periodically evaluates positions takenin tax returns with respect to situations in whichapplicable tax regulation is subject to interpretation.It establishes provisions where appropriate onthe basis of amounts expected to be paid to thetax authorities.
The Company recognizes Prior period taxexpenses as a part of Current tax expenses forthe permanent differences between provisionaltax computation prepared as per previous Auditedfinancial statements and the actual tax expense asper the Income tax return filed subsequently, for thatfinancial year.
Current tax assets and current tax liabilities areoffset only if there is a legally enforceable right toset off the recognised amounts, and it is intended torealise the asset and settle the liability on a net basisor simultaneously.
Deferred tax is the tax expected to be payable orrecoverable on differences between the carryingamounts of assets and liabilities in the StandaloneFinancial Statements and the corresponding taxbases used in the computation of taxable profit, andis accounted for using the liability method. Deferredtax liabilities are generally recognised for all taxabletemporary differences and deferred tax assetsare recognised to the extent that it is probablethat taxable profits will be available against whichdeductible temporary differences can be utilised.Such assets and liabilities are not recognised ifthe temporary difference arises from the initialrecognition (other than in a business combination)of other assets and liabilities in a transaction thataffects neither the taxable profit nor the accounting
profit. In addition, a deferred tax liability is notrecognised if the temporary difference arises fromthe initial recognition of goodwill.
Deferred tax liabilities are recognised for taxabletemporary differences except where the Companyis able to control the reversal of the temporarydifference and it is probable that the temporarydifference will not reverse in the foreseeablefuture. Deferred tax assets arising from deductibletemporary differences associated with suchinvestment is only recognised to the extent that it isprobable that there will be sufficient taxable profitsagainst which to utilise the benefits of the temporarydifferences and they are expected to reverse in theforeseeable future. The carrying amount of deferredtax assets is reviewed at each reporting date andreduced to the extent that it is no longer probablethat sufficient taxable profits will be available to allowall or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that areexpected to apply in the period when the liability issettled or the asset is realised based on tax lawsand rates that have been enacted or substantivelyenacted at the reporting date.
The measurement of deferred tax liabilities andassets reflects the tax consequences that wouldfollow from the manner in which the Companyexpects, at the end of the reporting period, to recoveror settle the carrying amount of its assets andliabilities. Deferred tax assets and liabilities are offsetwhen there is a legally enforceable right to set offcurrent tax assets against current tax liabilities andwhen they relate to income taxes levied by the sametaxation authority and the Company intends to settleits current tax assets and liabilities on a net basis.
For transactions and other events recognised in profitor loss, any related tax effect is also recognised inprofit or loss. For transactions and events recognisedoutside profit or loss (either in other comprehensiveincome or directly in equity), any related tax effectsare also recognised outside profit or loss (either inother comprehensive income (OCI) or directly inequity, respectively).
Current and deferred tax are recognised inStatement of profit and loss, except when theyrelate to items that are recognised in OCI or directlyin equity, in which case, the current and deferred taxare also recognized in other comprehensive incomeor directly in equity respectively. Where current tax
or deferred tax arises from the initial accounting fora business combination, the tax effect is included inthe accounting for the business combination.
Financial assets and financial liabilities are recognizedwhen the Company becomes a party to the contractualprovisions of the instruments.
(a) Initial Recognition
Financial assets and financial liabilities are initiallymeasured at fair value. Transaction costs that aredirectly attributable to the acquisition or issue offinancial assets and financial liabilities (other thanfinancial assets and financial liabilities at Fair Valuethrough Profit and Loss ("FVTPL")) are added toor deducted from the fair value of the financialassets or financial liabilities, as appropriate, on initialrecognition. Transaction costs directly attributable tothe acquisition of financial assets or financial liabilitiesat fair value through profit and loss are recognizedimmediately in the Statement of profit and loss.
(b) Subsequent measurement(i) Financial Assets
All recognized financial assets are subsequentlymeasured in their entirety at either amortizedcost or fair value, depending on the classificationof the financial assets, except for investmentsforming part of interest in subsidiaries, whichare measured at cost.
Classification of Financial Assets
The Company classifies its financial assets inthe following measurement categories:
a) those to be measured subsequentlyat fair value (either through othercomprehensive income, or throughStatement of profit and loss), and
b) those measured at amortized cost
The classification depends on the entity'sbusiness model for managing the financialassets and the contractual terms ofthe cash flows.
Amortized Cost
Assets that are held for collection of contractualcash flows where those cash flows representsolely payments of principal and interest aremeasured at amortized cost. A gain or loss onthese assets that is subsequently measured at
amortized cost is recognized in Statement ofprofit and loss when the asset is derecognizedor impaired. Interest income from thesefinancial assets is included in finance incomeusing the effective interest rate method.
Fair Value through Other ComprehensiveIncome ("FVTOCI")
Assets that are held for collection ofcontractual cash flows and for selling thefinancial assets, where the assets cash flowsrepresent solely payments of principal andinterest, are measured at FVTOCI. Movementsin the carrying amount are taken through OCI.When the financial asset is derecognized, thecumulative gain or loss previously recognizedin OCI is reclassified from equity to Statementof profit and loss and recognized in otherincome / (expense).
Fair Value through Profit and Loss ("FVTPL")
Assets that do not meet the criteria foramortized cost or FVTOCI are measured atFVTPL. A gain or loss on these assets that issubsequently measured at FVTPL is recognizedin the Statement of profit and loss.
Impairment of Financial Assets
Expected Credit Loss (ECL) is the differencebetween all contractual cash flows that aredue to the Company in accordance with thecontract and all the cash flows that the entityexpects to receive (i.e., all cash shortfalls).
In accordance with Ind AS 109, the Companyapplies ECL model for measurement andrecognition of impairment loss on the financialassets that are measured at amortised cost
e.g., cash and bank balances, investment inequity instruments of subsidiary companies,trade receivables and loans etc.
At each reporting date, the Companyassesses whether financial assets carried atamortised cost is credit-impaired. A financialasset is 'credit-impaired' when one or moreevents that have detrimental impact on theestimated future cash flows of the financialassets have occurred.
Evidence that the financial asset is credit-impaired includes the following observable data:
- Significant financial difficulty of theborrower or issuer;
- the breach of contract such as a default orbeing past due as per the ageing brackets;
- it is probable that the borrower willenter bankruptcy or other financial re¬organisation; or
- the disappearance of active market for asecurity because of financial difficulties.
The Company follows 'simplified approach' forrecognition of impairment loss allowance onTrade receivables. The application of simplifiedapproach does not require the Companyto track changes in credit risk. Rather, itrecognizes impairment loss allowance basedon lifetime ECLs at each reporting date, rightfrom its initial recognition.
For recognition of impairment loss on otherfinancial assets, the Company determines thatwhether there has been a significant increasein the credit risk since initial recognition. If creditrisk has not increased significantly, 12-monthECL is used to provide for impairment loss.However, if credit risk hasincreased significantly,lifetime ECL is used. If, in subsequent period,credit quality of the instrument improves suchthat there is no longer a significant increasein credit risk since initial recognition, then theentity reverts to recognizing impairment lossallowance based on 12-month ECL.
Lifetime ECL are the expected credit lossesresulting from all possible default eventsover the expected life of a financial asset.The 12-month ECL is a portion of the lifetimeECL which results from default events thatare possible within 12 months after thereporting date.
ECL impairment loss allowance (or reversal)recognized during the period is recognizedas expense/income in the statement of profitand loss. ECL for financial assets measuredas at amortized cost and contractual revenuereceivables is presented as an allowance, i.e.,as an integral part of the measurement of thoseassets in the Standalone Financial Statements.The allowance reduces the net carrying
amount. Until the asset meets write-off criteria,the Company does not reduce impairmentallowance from the gross carrying amount.
Write off policy
The Company writes off a financial assetwhen there is information indicating that thedebtor is in severe financial difficulty andthere is no realistic prospect of recovery. Anyrecoveries made are recognised in Statementof profit and loss.
(ii) Financial Liabilities and Equity Instruments
Debt and Equity Instruments
Debt and equity instruments are classifiedas either financial liabilities or as equityin accordance with the substance of thecontractual arrangement. An equity instrumentis any contract that evidences a residual interestin the assets of an entity after deducting allof its liabilities. Equity instruments issued bythe Company are recorded at the proceedsreceived, net of direct issue costs.
Classification as Equity or Financial Liability
Equity and Debt instruments issued by theCompany are classified as either financial liabilitiesor as equity in accordance with the substance ofthe contractual arrangements and the definitionsof a financial liability and an equity instrument.
All financial liabilities are subsequentlymeasured at amortized cost using the effectiveinterest method or at FVTPL.
Equity Instruments
An equity instrument is any contract thatevidences a residual interest in the assets ofan entity after deducting all of its liabilities.Equity instruments issued by the Company arerecognized at the proceeds received, net ofdirect issue costs.
Financial Liabilities at Amortized Cost
Financial liabilities that are not held-for-trading and are not designated as at FVTPLare measured at amortized cost at the endof subsequent accounting periods. Thecarrying amounts of financial liabilities that aresubsequently measured at amortized cost aredetermined based on the effective interest
method. Interest expense that is not capitalizedas part of costs of an asset is included in the'Finance costs' line item.
Financial Liabilities at FVTPL
Liabilities that do not meet the criteria foramortized cost are measured at fair valuethrough profit and loss. A gain or loss on theseassets that is subsequently measured at fairvalue through profit and loss is recognized inthe Statement of profit and loss.
(i) Derecognition of financial assets
A financial asset is derecognized only when theCompany has transferred the rights to receivecash flows from the financial asset. Where theCompany has transferred an asset, it evaluateswhether it has transferred substantially all risksand rewards of ownership of the financial asset.Where the Company has neither transferred afinancial asset nor retains substantially all risksand rewards of ownership of the financial asset,the financial asset is derecognised if the Companyhas not retained control of the financial asset.
If the Company enters into transactionswhereby it transfers assets recognised onits Balance Sheet but retains either all orsubstantially all of the risks and rewards of thetransferred assets, the transferred assets arenot derecognised.
(ii) Derecognition of financial liabilities
The Company derecognizes financial liabilitieswhen, and only when, the Company'sobligations are discharged, cancelled or haveexpired. The difference between the carryingamount of the financial liability derecognizedand the consideration paid and payable isrecognized in Statement of profit and loss.
The Company also derecognises a financialliability when its terms are modified and thecash flows under the modified terms aresubstantially different. In this case, a newfinancial liability based on the modified termsis recognised at fair value. The differencebetween the carrying amount of the financialliability extinguished and the new financialliability with modified terms is recognised inprofit and loss.
Financial assets and financial liabilities are offsetand the net amount presented in the Balance Sheetwhen, and only when, the Company currently has alegally enforceable right to set off the amounts and itintends either to settle them on a net basis or to realisethe asset and settle the liability simultaneously.
A number of the accounting policies and disclosuresrequire measurement of fair values, for both financialand non-financial assets and liabilities.
Fair values are categorised into different levels in afair value hierarchy based on the inputs used in thevaluation techniques as follows:
- Level 1: quoted prices (unadjusted) in activemarkets for identical assets or liabilities.
- Level 2: inputs other than quoted pricesincluded in Level 1 that are observable for theasset or liability, either directly (i.e. as prices) orindirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability thatare not based on observable market data(unobservable inputs).
The Company has an established internal controlframework with respect to the measurement of fairvalues. This includes a finance team that has overallresponsibility for overseeing all significant fair valuemeasurements, including Level 3 fair values, andreports directly to the Chief Financial Officer.
The finance team regularly reviews significantunobservable inputs and valuation adjustments.If third party information, is used to measurefair values, then the finance team assessesthe evidence obtained from the third parties tosupport the conclusion that these valuations meetthe requirements of Ind AS, including the level inthe fair value hierarchy in which the valuationsshould be classified.
When measuring the fair value of an asset or a liability,the Company uses observable market data as far aspossible. If the inputs used to measure the fair valueof an asset or a liability fall into different levels of thefair value hierarchy, then the fair value measurementis categorised in its entirety in the same level of thefair value hierarchy as the lowest level input that issignificant to the entire measurement.
The Company recognizes transfers between levelsof the fair value hierarchy at the end of the reportingperiod during which the change has occurred.
Further information about the assumptions made inmeasuring fair values used in preparing these financialstatements is included in the respective notes.
Investment in subsidiaries are carried at cost in theStandalone Financial Statements in accordance with IndAS 27 Separate Financial Statements.
The Company's loans/advances to subsidiaries , withoutany contractual repayment terms , without charginginterest or obtaining security and as a measure ofsupport to finance/expand operationsof subsidiarycompanies, are considered as "deemed investment" andaccounted at cost and presented along with Investmentsin the Standalone Financial Statements. Accordinglysuch deemed investments have been carried at cost inaccordance with the accounting policy of the Companyfor Investment and not at amortised cost which is theapplicable accounting policy for loans
At the end of each reporting period, the Company reviewsthe carrying amounts of its investments to determinewhether there is any indication that such assets havesuffered an impairment loss. If any such indication exists,the recoverable amount of the investment is estimated inorder to determine the extent of the impairment loss, ifany. The recoverable amount is determined as the higherof an asset's fair value less costs of disposal and its valuein use. In assessing value in use, the estimated future cashflows are discounted to their present value using a pre-taxdiscount rate that reflects current market assessmentsof the time value of money and the risks specific to theasset. In determining fair value less costs of disposal,recent market transactions are taken into account; ifno such transactions can be identified, an appropriatevaluation model is used.
The Company uses judgement in making theseassumptions and selecting the inputs to the impairmentcalculation, based on the Company's past history, existingmarket conditions, as well as forward-looking estimatesat the end of the reporting period.
If the recoverable amount of the investment is estimatedto be less than its carrying amount, the carrying amountis reduced to its recoverable amount and the resulting
impairment loss is recognised immediately in the Statementof Profit and Loss. For the investments for which animpairment loss has been recognised in prior periods, theCompany reviews at each reporting date whether thereis any indication that the loss has decreased or no longerexists. When an impairment loss subsequently reverses,the carrying amount of the investments is increased to therevised estimate of its recoverable amount, such that theincreased carrying amount does not exceed the carryingamount that would have been determined had no impairmentloss been recognised. A reversal of an impairment loss isrecognised immediately in the Statement of Profit and Loss.
Similar assessment is carried for exposure of the natureof loans thereon. The inputs to these models are takenfrom observable markets where possible, but where is notfeasible, a degree of judgment is required in establishing fairvalues. Judgments include consideration of inputs such asexpected earnings in future years, liquidity risk, credit riskand volatility. Changes in assumptions about these factorscould affect the reported fair value of these investments.
Basic Earnings per Share is computed by dividing the netprofit / (loss) after tax (including the post tax effect ofexceptional items, if any) for the year attributable to equityshareholders by the weighted average number of equityshares outstanding during the year.
Diluted Earnings per Share is computed by dividing theprofit / (loss) after tax (including the post tax effect ofexceptional items, if any) for the year attributable to equityshareholders as adjusted for dividend, interest and othercharges to expense or income (net of any attributabletaxes) relating to the dilutive potential equity shares, bythe weighted average number of equity shares consideredfor deriving Basic EPS and also weighted average numberof equity shares that could have been issued uponconversion of all dilutive potential equity shares.
Operating segments reflect the Company's managementstructure and the way the financial information is regularlyreviewed by the Company's Chief Operating DecisionMaker (CODM). The CODM considers the businessfrom both business and product perspective based onthe dominant source, nature of risks and returns andthe internal organisation and management structure.The operating segments are the segments for whichseparate financial information is available and for whichoperating profit / (loss) amounts are evaluated regularlyby the Executive Management in deciding how to allocateresources and in assessing performance.
The accounting policies adopted for segment reporting arein line with the accounting policies of the Company. SegmentRevenue, Segment Expenses, Segment Assets and SegmentLiabilities have been identified to segments on the basis oftheir relationship to the operating activities of the segment.
Inter-segment revenue, where applicable, is accounted onthe basis of transactions which are primarily determinedbased on market / fair value factors.
Revenue, Expenses, Assets and Liabilities which relateto the Company as a whole and are not allocable tosegments on reasonable basis have been included underunallocated revenue / expenses / assets / liabilities.
Borrowing costs directly attributable to the acquisition,construction or production of qualifying assets, which areassets that necessarily take a substantial period of timeto get ready for their intended use or sale, are added tothe cost of those assets, until such time as the assets aresubstantially ready for their intended use or sale.
Interest income earned on the temporary investmentof specific borrowings pending their expenditure onqualifying assets is deducted from the borrowing costseligible for capitalization.
All other borrowing costs are recognised in Statement ofprofit and loss in the period in which they are incurred.
Borrowing costs includes interest, amortization of ancillarycosts incurred in connection with the arrangement ofborrowings and exchange differences arising from foreigncurrency borrowings to the extent they are regarded asan adjustment to the interest cost.
Related Party Transactions are accounted for based onterms and conditions of the agreement / arrangementwith the respective related parties. These related partytransactions are determined on an arm's length basis andare accounted for in the year in which such transactionsoccur and adjustments if any, to the amounts accountedare recognised in the year of final determination.
There are common costs incurred by the entity havingsignificant influence / Other Related Parties on behalfof various entities including the Company. The cost ofsuch common costs are accounted to the extent debitedseparately by the said related parties.
Exceptional items are items of income and expenses which areof such size, nature or incidence that their separate disclosureis relevant to explain the performance of the Company.
The preparation of Standalone Financial Statementsrequires management to make judgements, estimatesand assumptions that affect the application of accountingpolicies and the reported amounts of assets, liabilities,income and expenses disclosures of contingent liabilitiesat the date of the standalone financial statements. Actualresults may differ from these estimates.
Estimates and underlying assumptions are reviewed onan ongoing basis. Revisions to accounting estimates arerecognized prospectively.
Judgements are made in applying accounting policiesthat have the most significant effects on the amountsrecognized in the Financial Statements.
Assumptions and estimation uncertainties that have asignificant risk of resulting in a material adjustment arereviewed on an ongoing basis.
The areas involving critical estimates or judgments are :
a. Estimation of useful life of tangible and intangibleasset. (Refer Note 2.3, 2.4)
b. Impairment of PPE and intangible assets(Refer Note 2.5)
c. Impairment of Investments (Refer Note 2.16)
d. Fair valuation of Investments (Refer Note 2.16)
e. Recognition and measurement of provisions andcontingencies; key assumptions about the likelihoodand magnitude of an outflow of resources. (ReferNote 2.12 and 2.13)
f. Measurement of defined benefit obligation: keyactuarial assumptions.(Refer Note 2.11)
g. Estimation of Income Tax (current and deferred) -(Refer Note 2.14)
(a) Standards issued/amended but not yet effective
"The Ministry of Corporate Affairs (MCA) notifies newstandard or amendments to the existing standards. Thereis amendment to Ind AS 21 "Effects of Changes in ForeignExchange Rates" such amendments would be applicablefrom 01 April 2025.
The Effects of Changes in Foreign Exchange Ratesspecify how an entity should assess whether a currencyis exchangeable and how it should determine a spotexchange rate when exchangeability is lacking. Theamendments also require disclosure of information thatenables users of its financial statements to understandhow the currency not being exchangeable into the othercurrency affects, or is expected to affect, the entity'sfinancial performance, financial position and cash flows.
The amendments are effective for the period on or after01 April 2025. When applying the amendments, an entitycannot restate comparative information.
The Company has reviewed the new pronouncementand based on its evaluation has determined that theseamendments would not have a significant impact on theCompany's Standalone Financial Statements.
The Ministry of Corporate Affairs notified new standardsor amendment to existing standards under Companies(Indian Accounting Standards) Rules as issued fromtime to time. The following amendments are effectivefrom 01 April 2024.
The amendments require an entity to recognise leaseliability including variable lease payments which are notlinked to index or a rate in a way it does not result into gainon Right of use asset it retains.
MCA notified Ind AS 117, a comprehensive standard thatprescribe, recognition, measurement and disclosurerequirements, to avoid diversities in practice for accountinginsurance contracts and it applies to all companies i.e., to all"insurance contracts" regardless of the issuer. However, IndAS 117 is not applicable to the Company but only to entitieswhich are insurance companies registered with IRDAI.
The Company has reviewed the new pronouncementand based on its evaluation has determined that theseamendments do not have a significant impact on theCompany's Standalone Financial Statements.
The Company has only one class of equity shares having a par value of Rs. 10 each. Each holder is entitled to one vote perequity share. Dividends are paid in Indian Rupees. Dividend proposed by the Board of Directors, if any, is subject to theapproval of the shareholders at the Annual General Meeting, except in the case of interim dividend.
In the event of liquidation of the Company, the holder of the equity shares will be entitled to receive any of the remainingassets of the Company in proportion to the number of equity shares held by the shareholders, after distribution of allpreferential amount.
(a) The Company has allotted 12,900,000 shares without payment being received in cash for Acquisition of HHT. (Refer Note 51)
(b) The Company has not allotted any bonus shares.
(c) The Company has not bought back any shares during the aforesaid period.
Securities premium is used to record the premium on issue of securities. The reserve is utilised in accordance with the Section52 of the Act.
Surplus in Statement of Profit and Loss represents Company's cumulative earnings since its formation less the dividends /capitalisation, if any. These reserves are free reserves which can be utilised for any purpose as may be required. However, onaccount of divestment in subsidiaries, retained earnings pertaining to those subsidiaries have been eliminated.
Fair value gain / (loss) on equity investments classified as FVTOCI reserve has been created on account of change in fair valueof the investments. The Company has not provided the tax impact on Fair value changes on investment in equity shares heldas FVTOCI considering that no future capital gains might be available to offset the loss in the next 8 years. (Refer Note 49)
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purpose. The generalreserve is created by transfer of one component of equity to another and is not an item of other comprehensive income.
The Company had allotted 13,289 Convertible Debentures of Rs. 100,000 each redeemable / convertible into equity shares atRs. 204 each as per scheme of amalgamation dated 25 April 2008, sanctioned by Honorable High Court of Madras betweenSoftware Solutions Integrated Limited (SSI) and the Company. The same has been reversed on Conversion of ConvertibleDebentures to equity shares in FY 23-24.
a) Applicability
The Company, at the inception of a contract assesses whether a contract is, or contains, a lease if the contract conveys theright to control the use of an identified asset for a period of time in exchange for consideration.
In adopting Ind AS 116, the Company has applied the below practical expedients:
(i) The Company has applied a single discount rate to a portfolio of leases with reasonably similar characteristics.
(ii) The Company has treated the leases with remaining lease term of less than 12 months as if they were "short term leases".
(iii) The Company has not applied the requirements of Ind AS 116 for leases of low value assets.
(iv) The Company has excluded the initial direct costs from measurement of the right-of-use asset at the date of transition.
The Company has taken land and buildings on leases having lease terms of more than 1 year to 9 years, with the optionto extend the term of leases. Refer Note 4.2 for carrying amount of right-to-use assets at the end of the reporting periodby class of underlying asset.
The Company has received a Show Cause Notice from the Directorate General of Goods & Services Tax Intelligencedated 22 July 2024, on account of alleged non-payment of GST liability pertaining to construction services providedin connection with the North Town Project. Pursuant to the notice, the Company had filed a reply on 22 August 2024,however a demand order was issued on 17 January 2025, raising a total demand of Rs. 1,375.06 lakhs, comprising a basedisputed tax amount of Rs. 687.53 lakhs and an equivalent penalty of Rs. 687.53 lakhs.
Consequent to the above notice, the Company has started availing GST Input credit on its expenses in the monthlyreturns being filed such that adequate credit is available to discharge the liability should and if the said matter beadjudicated against the Company. An amount of Rs. 75.03 lakhs has been recognized under the head "Balances withGovernment Authorities" under the head "Other Non-Current Assets". Correspondingly, the Management has alsocreated a provision for contingencies amounting to Rs. 75.03 lakhs which has been presented under the head non¬current provisions , in a scenario where the said matter is decided in favour of the Company and the Company is unableto utilize the aforesaid accumulated Input tax credit.
Subsequent to the year ended 31 March 2025, the Company filed the writ petition on 15 April 2025 with the HonourableHigh court of Madras and by virtue of order dated 21 July 2025 - the Honourable High Court of Madras has set aside theshow cause notice/order issued by the Department on procedural grounds without going into the merits of the matter asto whether GST was leviable on the said supply or not.
During the year, the Company received an order from Securities and Exchange Board of India ("SEBI") levying a penaltyof Rs. 14 Lakhs for non-submission of Payment Confirmation Status (PCS) and No Default Statement (NDS) to CreditRating Agencies during the period when NCDs were outstanding. The Company has further appealed against the orderand Securities Appellate Tribunal (SAT) had admitted the appeal against a security deposit of Rs. 5 Lakhs which has beengrouped under the head "Security deposits paid under protest" grouped as part of "Other Non-Current Financial Assets".
The Company has received a demand from the sub-registrar's office of Government of Tamil Nadu for amount of Rs.1,243.24 lakhs vide letter dated 26 May 2025. Pursuant to the aforesaid demand , the Company had filed a writ petition
with the Honourable High Court of Madras challenging the aforesaid demand. By virtue of the order dated 19 June 2025passed by the Honourable High Court, the said demand was set aside with the instructions to the relevant authority tofollow the due process under the applicable law before levying/recovering the demand.
Subsequently, the Company received a revised demand of Rs. 378.28 lakhs on 30 June 2025. The Company has filed awrit petition against the revised demand on 16 July 2025. The matter is currently under process before the HonourableHigh Court, and based on legal advice, Management is confident of a favorable outcome accordingly, no provision hasbeen recognised during the year ended 31 March 2025.
The Company's writ petition against the re-opening of assessment w.r.t FY 2006-07 was rejected by the HonourableHigh Court of Madras. Consequent to the special leave petition filed with Honourable Supreme Court of India, the matterhas been remanded back to the Honourable High Court of Madras with a direction on the maintainability of writ petitionand the matter to be decided based on merits. The estimated tax impact on account of the proposed adjustment hasbeen quantified above and the same excludes interest and penalty , if any, which may be leviable upon disposal of thecase by the Honourable High Court of Madras and consequent re-assessment, if applicable.
W.r.t proposed addition of Rs. 37,771.79 lakhs under Section 68 of the Income Tax Act-1961, the matter was decidedin the Company's favour by the Commissioner of Income-Tax (Appeals). On a subsequent appeal by the Income TaxDepartment to the Income Tax Appellate Tribunal (ITAT), the matter has been remanded back to the Assessing officerto be assessed on facts and merits. The Company has preferred an appeal with the Honourable High Court of Madrasagainst the aforesaid order of ITAT and the same is pending dosposal. The Company believes that since there is nodemand of tax on the Company as at the Balance sheet date, this need not be presented as "Claims not acknowledgedas debts" in Note 40.1(A) above. The estimated tax impact on account of the proposed adjustment has been quantifiedabove and the same excludes interest and penalty , if any, which may be leviable upon disposal of appeal and consequentassessment order, if applicable.
The Company has been treated as an representative assessess of M/s Platex Limited, Mauritius , Parent of the Companyand assessment order and tax demand was levied on the Company. While these assessment orders were set asideby the ITAT, the Income Tax Department has filed an appeal before the Honourable High Court of Andhra Pradeshand Telangana in the aforesaid matter which is pending disposal. Considering that the aforesaid matter, the Companybelieves that this need not be presented as "Claims not acknowledged as debts" in Note 40.1(A) above.
Though the aforesaid matters were outstanding as at the previous year end , i.e 31 March 2024, considering that thesaid disclosures were not made in the Financial statements for the year ended 31 March 2024, the same have not beenincluded in the aforesaid table.
The amounts shown under contingent liabilities and disputed claims represent the best possible estimates arrived at onthe basis of the available information. The Company's tax jurisdiction is in India. Significant judgements are involved indetermining the provision for income taxes including judgement on whether tax positions are probable of being sustained intax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods.
Further, various government authorities raise issues/clarifications in the normal course of business and the Company hasprovided its responses to the same and no formal demands/claims has been made by the authorities in respect of the sameother than those pending before various judicial/regulatory forums as disclosed above.
The uncertainties and possible reimbursement in respect of the above are dependent on the outcome of the various legalproceedings which have been initiated by the Company or the claimants, as the case may be and, therefore, cannot bepredicted accurately or relate to a present obligations that arise from past events where it is either not probable that anoutflow of resources will be required to settle or a reliable estimate cannot be made. Consequential impact of interest andpenalty, if any, in case of adverse ruling of above litigations have not considered in above disclosure. However, the Companyexpects a favorable decision with respect to the above disputed demands / claims based on professional advice, as applicableand, hence, no specific provision for the same has been made.
C. Finance cost includes Rs. 53.42 Lakhs and Rs. 225.95 lakhs accounted for the year ended 31 March 2025 and 31 March2024 respectively, representing the interest payable under Section 234B and Section 234C of the Income Tax Act, 1961consequent to the determination of the tax payable for the FY 22-23 based on the return of income filed during the FY23-24 and the non-remittance of the determined net tax liability amounting to Rs. 1,325.24 Lakhs to the Departmentof Income Tax as at 31 March 2024. During the year ended 31 March 2025, the said Income Tax Liability along with theinterest accrued upon has been remitted to the Department of Income Tax.
Further, Finance cost also includes Rs. 26.38 Lakhs representing the interest payable under Section 234B and Section234C of the Income Tax Act, 1961, based on the return of income filed during the FY 16-17 and the non-remittance of thedetermined net tax liability amounting to Rs. 216.67 Lakhs to the Department of Income Tax. The said tax liability alongwith interst is still outstanding.
41.2 The Company has not recognised any deferred tax asset in the Financial Statements on the capital loss on account of sale ofshares of its subsidiaries during the FY 23-24 considering that no future capital gains in the next 8 years might be available tooffset the said loss:
On account of the amendment in the Finance Act , 2024 w.e.f FY 2024-25, the tax rate on the sale of long term unquotedequity share shall be at 12.5% (excluding surcharge and cess) and no indexation benefit. However, the unquoted long termequity share which are sold before the amendment shall be taxed at 20% (excluding surcharge and cess) and with indexationbenefit. Since the Company had sold PVPGL, PVPML and NCCPL in FY 23-24 i.e, before the amendment in the Finance Act,2024 , the loss is indexed at Rs 152,568.70 lakhs. However, since the indexed capital loss will be set off against the futureCapital gains and the balance capital gain post setting off loss which will be taxed at the amended rate i.e. 12.5% (excludingsurcharge and cess), therefore the deferred tax is quantified at 12.5% (excluding surcharge and cess) as at 31 March 2025 onthe indexed capital loss.
2. Includes exceptional items and provision for diminution in value of assets
3. Tax effect has been considered only in respect of depreciation and finance cost, which are deductible under theprovisions of the Income-tax Act, 1961.
No tax effect has been considered for exceptional items and other non-cash operating expenses, as these primarilypertain to the capital loss on sale of investments recognised in the previous year and impairment of investmentsrecognised during the current year. Since no corresponding tax impact has been recorded in the financial statementsfor these items, the same has been excluded from the above computation.
4. Expected interest outflow on long term borrowings and principal repayments represent the expected outflows until31 March 2025 / 31 March 2024 (one year from the Balance Sheet date)
The increase in the percentage during the year is due to recognition of revenue and reduction in the total debtservicing obligations, including interest, lease payments, and principal repayments, as compared to the previous year.
Notes :
(a) The amount of transactions disclosed above is without considering Goods and Services Tax (wherever applicable,irrespective of whether input credit has been availed or not) as charged by/to the counter party as part of the invoice/relevant document and is gross of withholding tax under the Income Tax Act,1961
(b) The amount of payables/receivables indicated above is after deducting Tax (wherever applicable) and after includingGoods and Services Tax (wherever applicable) as charged by/to the counter party as part of the invoice/relevant document.
(c) The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices / debit notesraised and accruals as confirmed by such related parties. The Related Parties have confirmed to the Management thatas at 31 March 2025 and 31 March 2024, there are no further amounts payable to / receivable from them, other than asdisclosed above. The Company incurs certain costs on behalf of other Companies in the group. These costs have beenallocated/recovered from the group Companies on a basis mutually agreed to with the group Companies.
(d) The aforesaid transactions are disclosed only from the date / upto the date, the party has become / ceases to becomea related party to the Company.
(e) The remuneration payable to key management personnel is determined by the Nomination and Remuneration committeehaving regard to the performance of individuals and market trends.
(f) As the liabilities for gratuity are provided on actuarial basis for the Company as a whole, the amounts pertaining to KMPare not included above.
(g) The following amounts as disclosed above, are presented at the undiscounted amount and not at amortised cost ascarried in the Financial Statements.
i) Loans advanced to NCCPL (erstwhile subsidiary of the Company) (Refer Note 51)
ii) Sale Consideration Receivable from PHML (erstwhile subsidiary of the Company) on account of sale of NCCPL(Refer Note 48)
(h) The Company is in the process of assessing its compliances under the Listing Regulations, particularly w.r.t approval ofRelated party transactions by the Audit committee under Regulation 23 of the Listing Regulations and the approval ofmaterial-related party transactions by the shareholders under the aforesaid Regulations. The impact of current / pastnon-compliance, if any, shall be dealt with as and when it is identified and such non-compliance if any shall not havematerial impact on the Financial Statements.
(i) The Company had entered into an assignment agreement dated 22 February 2023, pursuant to which the loan payableby the Company to Dakshin Realties Private Limited was proposed to be assigned to Mrs. Jhansi Surredi (wife of theManaging Director), in light of the corresponding loan payable by Dakshin to Mrs. Jhansi Surredi. Accordingly, the amountpayable to Dakshin was to be transferred to Mrs. Jhansi Surredi under the terms of the said tripartite agreement.
However, based on internal discussions held subsequently, the management decided not to implement the assignmentagreement. Consequently, the loan continues to remain in the books of the Company as payable to Dakshin. TheCompany is in the process of executing a formal cancellation of the aforesaid agreement.
(i) Security deposit and advance from Developer
The Company, being the Landowner has signed a JDA on 6 April 2011 with the Developer, North Town Estates PrivateLimited for development of land of measuring 70 Acres (approx.) (1,259.90 grounds). The Company had terminated theJoint Development Agreement (JDA) on 23 March 2022. The developer has constructed an extent of 34 Acres of landin phases consisting of Ananda, Brahma, Chetna, Ekanta and Gulmohar. The developer has completed the phases Viz.Ananda, Brahma, and Gulmohar in its entirety and portion of Chetna and Ekanta except 5 blocks in Chetna and 1 block inEkanta which forms part of the terminated portion.
Following the termination of the earlier agreement with North Town, the Company executed a fresh JDA with RainbowFoundations Limited to undertake the balance construction and development. The arrangement pertains specifically tothe unfinished towers in Project Chetna and Project Ekanta, which had previously been partly developed by North TownEstates Private Limited. The Company shall receive 40% of revenue received on sale of flats in Project Chetna and 36%from Project Ekanta. However, 4% absolute share of the Company in such projects shall be adjusted by the Developeruntil the refundable security deposit of Rs. 705 Lakhs has been recovered. Further, the Company shall start receivingthe proceeds from the projects only after the developer recovers the total amount paid by the developer on a monthlybasis in advance for meeting the operating expenses of the Company and the loan amounting to Rs. 2,400 Lakhs. Thesummary of the security deposit provided is summarised below:
The Company had sold 8 acres of Land to Casagrand Zingo Private Limited and had entered in a joint development agreementwith Casagrand Builder Private Limited (Casagrand) on 27 June 2022 for development of additional 12 acres of land. As perthe terms of the agreement, 12 acres of land was earmarked for development under a 40:60 area-sharing model, wherein40% of the developed area would be allocated to the Company and 60% to Casagrand.
Casagrand has furnished an interest free refundable security deposit of Rs. 3,000 Lakhs. As part of settling the IFSD, theCompany had foregone the right of 6,900 sq.ft of land area from its 40% area-share for an amount of Rs. 1,500 Lakhs and forthe balance 1,500 Lakhs the same shall be adjusted with the revenue arising from its adjusted share of area. Further, as perthe supplemental agreement entered between Casagrand and the Company on 14th March 2025 , Casagrand has adjustedthe Rs 1,500 towards the additional share of 6,900 Sq.ft. Therefore, during the year FY 24-25 the Company has adjusted thissecurity deposit and recognised revenue amounting to Rs 1,500 lakhs.
The management assessed that fair value of cash and cash equivalents, trade receivables, loans, borrowings, trade payablesand other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities ofthese instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in acurrent transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair value / amortized cost:
(a) Long-term fixed-rate borrowings are evaluated by the Company based on parameters such as interest rates, individuallosses and creditworthiness of the receivables
(b) The fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-currentfinancial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms,credit risk and remaining maturities.
(c) The fair value of investment in quoted Equity Shares is measured at quoted price, and the fair value changes arerouted through OCI.
(d) Fair values of the Company's interest-bearing borrowings and loans are determined by using discounted cash flow(DCF) method using discount rate that reflects the issuer's borrowing rate as at the end of the respective reportingperiod. The own non-performance risk as at 31 March 2025 and 31 March 2024 was assessed to be insignificant.
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis
The Company's treasury function provides services to the business, co-ordinates access to financial markets, monitors andmanages the financial risks relating to the operations of the Company. These risks include market risk (including interest raterisk and other price risk) and credit risk.
The Company has not offset financial assets and financial liabilities.
The Company's activities are exposed to finance risk, interest risk & credit risk. Market risk exposures are measuredusing sensitivity analysis. There has been no change to the Company's exposure to market risks or the manner in whichthese risks are being managed and measured.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in market interest rates. Long term borrowings of the company bear fixed interest rate. Thus, interest rate riskis limited for the company.
The Company's non-listed equity securities are not susceptible to market price risk arising from uncertainties aboutfuture values of the investment securities. Hence the company does not bear significant exposure to Equity price risk inunquoted investment.
Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer contract,leading to financial loss. The credit risk arises principally from its operating activities (primarily trade receivables) andfrom its investing activities, including deposits with banks and financial institutions and other financial instruments.
(c) Loans
This balance primarily constitute of employee advances and the Company does not expect any losses from non¬performance by these counter parties. These also includes loans provided to related parties (erstwhile subsidiaries).(Refer Note 51 & 52)
(d) Cash and cash equivalents
The Company held cash and cash equivalents with credit worthy banks and financial institutions as at the reportingdates which has been measured on the 12-month expected loss basis. The credit worthiness of such banks andfinancial institutions are evaluated by the management on an ongoing basis and is considered to be good withlow credit risk.
(e) Other financial assets
Other financial assets comprises of rental deposits given to lessors, bank deposits (due to mature within and after12 months from the reporting date), interest accrued on fixed deposits and debentures. The fixed deposits are heldwith credit worthy banks and financial institutions. The credit worthiness of such banks and financial institutionsare evaluated by the management on an ongoing basis and is considered to be good with low credit risk. Thisalso includes sale consideration receivable from Picture House Media Limited on account of sale of NCCPL.(Refer Note 48(i))
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidityrisk by maintaining adequate reserves, banking facilities and borrowing facilities, by continuously monitoring forecast andactual cash flows and by matching maturing profiles of financial assets and financial liabilities in accordance with the riskmanagement policy of the Company. The Company invests its surplus funds in bank fixed deposits and mutual funds.
Liquidity and interest risk tables :
The following table detail the Company's remaining contractual maturity for its non-derivative financial liabilities withagreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilitiesbased on the earliest date on which the Company can be required to pay. The table below represents principal andinterest cash flows. To the extent that interest rates are floating, the undiscounted amount is derived from interest ratecurves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Companymay be required to pay.
a) No proceedings have been initiated or pending against the Company for holding Benami property under the BenamiTransactions (Prohibition) Act, 1988 (45 of 1988) and the Rules made there under.
b) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities(Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theCompany (ultimate beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiary
c) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
d) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
e) The Company has not granted Loans or Advances in the nature of loan to any promoters, Directors, KMPs and the relatedparties (as per the Act) , which are repayable on demand or without specifying any terms or period of repayments other thanthe deemed investments in the subsidiaries.
f) There are no transactions with the Companies whose name are struck off under Section 248 of the Act.
g) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered ordisclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or anyother relevant provisions of the Income Tax Act, 1961).
h) The Company has complied with the number of layers prescribed under Section 2(87) of the Act read with Companies(Restriction on number of Layers) Rules, 2017.
i) No scheme of arrangement has been approved by the competent authority in terms of Section 230 to 237 of the Act.
j) The Company has not been declared a willful defaulter by any bank or financial institution or other lender.
k) The Company has utilised the borrowing amount taken from banks for the purpose as stated in the sanction letter.
l) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
m) As per Section 128 of the Act and Rule 3 of the Companies (Accounts) Rules, 2014, the Company is required to have an audittrail feature as part of the accounting software being used. During the year ended 31 March 2025, The Company has usedan accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility.However, the same has not been enabled during the year ended 31 March 2025. The Company is in discussions with theservice providers w.r.t. the enabling of audit trail feature in the accounting software.
n) The Company had defaulted in the redemption of non-convertible debentures and repayment of interest which had fallen dueon 31 March 2019 and on all due dates from 30 April 2019/30 September 2019 to 31 March 2022/31 July 2022, beyond thetime permitted under section 164(2)(b) of the Act (default for more than 1 year). However, the Company believes that eventhough the repayment has not been made within the period contemplated in the above referred section, the default has beenratified by the debenture holder vide its letter dated 24 May 2022 and subsequent waivers/one-time settlement etc. withretrospective effect by virtue of which the disqualification of directors as per the above provisions is not attracted. The list ofdirectors who were directors on the said date who continue to be directors as on 31 March 2025 are Mr. Prasad V Potluri, Ms.P J Bhavani and Mr. Subramanian Parameswaran.
The Company is in the process of assessing its compliances under the Foreign Exchange Management Act, 1999 ("FEMA") andin the process of filing the required documents/condonation applications as may be required with the designated authority inconnection with certain transactions with foreign parties relating to issuance/transfer/change of terms of convertible debentures.The Company is confident of completing all the required formalities and obtaining the required approval/ratification from thedesignated authority. Further, the Company is consistently reviewing and monitoring its existing processes to ensure compliancewith the provisions of FEMA. The Management has assessed that for the year ended 31 March 2025, the Company has no materialnon-compliance with the aforesaid Act and that impact of any past non-compliance, if any shall be dealt as and when it arises andsuch non-compliance shall not have material impact on the Financial Statements.
The Company is in the process of assessing its compliances under the Act and the Listing Regulations including corrective actionrequired w.r.t. exceptions / qualifications highlighted by the secretarial auditor in their report for prior years and for the year ended31 March 2024. The Company is in the process of filing the required documents / condonation /compounding / adjudication ofpenalty applications as may be required with the designated authority. The Management is confident of completing all the requiredformalities and obtaining the required approval/ratification from the designated authority. Further, the Company is consistentlyreviewing and monitoring its existing processes to ensure compliance with the provisions of the Act and the Listing Regulations,that impact of any past non-compliance, if any shall be dealt as and when it arises and such non-compliance shall not have anymaterial impact on the Financial Statements.
a. The Non-Convertible Debenture Committee ("the Committee") of the Board of Directors of the Company at its meeting heldon 11 April 2025 has approved the allotment of 15,000 Secured, Rated, Listed, Non-Convertible Debentures of Face Value ofRs. 1,00,000/- each, aggregating to Rs. 15,000 lakhs on Private Placement basis in the following manner:
i. 9,500 INR denominated, Listed, Rated, Senior, Secured Non-convertible Debentures (NCDs) of face value of INR 1,00,000each aggregating up to INR 9,500 lakhs (Series A Debentures) to LICHFL Housing & Infrastructure Fund
ii. 5,500 INR denominated, Listed, Rated, Senior, Secured NCDs of face value of INR 1,00,000 each aggregating up to INR5,500 lakhs (Series B Debentures) to LICHFL Real Estate Debt Opportunities Fund - I
The said NCD's have been listed on the National Stock Exchange's ("NSE") debt platform.
The Company has done a detailed analysis of expenditure incurred during the year ended 31 March 2025 in the processof issuance of non-convertible debentures subsequent to the year end. Consequently, the Company has classified suchexpenditures into:
b. The Board of directors of the Company in their meeting held on 28 November 2024 have approved the proposal for acquisitionof substantial shares of Biohygea Global Private Limited (Medilabs). While the said Share Purchase cum shareholdersAgreement was finalized on the aforesaid date, and the Company had paid an advance of Rs 100 lakhs out of the totalpurchase consideration payable of Rs. 700 lakhs via a combination of infusion of primary growth capital into Medilabs andbuying out certain portion of stake held by existing third party individual shareholders, the balance consideration of Rs. 600lakhs has been remitted subsequent to the year end on and hence control has been acquired after the year end.
Consequently, based on provisions of Ind AS-103 - Business Combinations and Ind AS 110- Consolidated FinancialStatements, the Company believes that Medilabs is not required to be consolidated as the same does not form of the groupas at 31 March 2025.
The amount paid as advance purchase consideration has been classified as Other Non-Current Financial Assets ason 31 March 2025.
c. The Board of Directors of the Company in their meeting held on 23 April 2025 have approved the proposal for acquisition of56% shareholding in Optimus Oncology Private Limited ("Optimus"), via a combination of infusion of primary growth capitalinto Optimus and buying out certain portion of the stake held by existing third party institutional and individual shareholderswith the total investment being Rs. 5,473 lakhs with the Company holding 56.01% of the Company post-acquisition.
The initial accounting of the business combination would be done in the Financial Year ending 31 March 2026. Accordingly,the disclosures as provided in Para B64(e)-(q) of Ind AS 103 will be made in the Consoldiated financial statements for thefinancial year ending 31 March 2026.
d. The Board of Directors vide circular resolution dated 10 July 2024, has approved the voluntary strike off of Safetrunk ServicesPrivate Limited (SSPL) and vide order dated 8 May 2025, SSPL has been struck off from the Register of Companies.
The Company received an email communication dated 16 July 2024 from the Corporation Finance Investigation Department of theSEBI regarding certain related party transactions undertaken in earlier financial years. The Company has provided the necessaryclarifications and supporting documents in response to the said communication.
The Company had received a show cause notice under Section 11(2), 11C (2)/(3) of SEBI Act, 1992, on 19 March 2025, 8 May 2025and 6 June 2025 whereby SEBI has issued summons to the Company, Chief Executive Officer and the Managing Director forproduction of documents before the investigating authority. The summons were issued relating to loans and investments extendedto the erstwhile subsidiaries—PVP Global Ventures Private Limited and PVP Media Private Limited, and Wholly owned subsidiary -Safetrunk Services Private Limited.
The Company has duly responded to the said summons on 1 April 2025, 16 May 2025 and 23 June 2025, providing relevantdocumentation and information as sought by the investigating authority. The matter continues to remain under investigation, and theoutcome of the investigation is currently not ascertainable, however Management is confident of a favorable outcome. (Refer Note 61).
Over the years, the Company as a part of its strategic objectives in the real estate, infrastructure, and media segments has madeinvestments and provided interest-free loans to its subsidiaries and erstwhile subsidaires (Currently related party).
The Company undertakes periodic assessments for the investment made and the recoverability of loans provided. Based on theassessment , the Company recognises provisions wherever a diminution in the carrying value was assessed. The Summary of theloans, investments and the provision created is provided below as on 31 March 2025:
PVP Global Ventures Private Limited (PVPGL) is as the investment arm of the Company, through which strategic investmentswere routed and loans to other group entities were provided. Over the period of time, the Company invested Rs. 54,527 Lakhsas equity and advanced Rs. 38,250 Lakhs as interest-free loans to PVPGL.
During FY 2007 and 2008, the Company advanced Rs. 73,700 Lakhs to PVPGL for acquisition of shares of Software SolutionIntergrated Limited (SSI limited) via an open offer - subscription of debentures of Rs. 54,100 Lakhs (later converted into3,54,53,587 equity shares at Rs. 208 each, including a premium of Rs. 198) and interest-free loan of Rs. 19,600 Lakhs. Thepurpose of the acquisition was to enable the Company's entry into infrastructure development and to monetise the landassets held by SSI Limited.
Subsequently, as per the Scheme of Amalgamation dated 25 April 2008, approved by the Hon'ble High Court of Madras, PVPVentures Private Limited was merged into SSI Limited, which was then renamed as PVP Ventures Limited. The shares acquiredby PVPGL in PVP Ventures Limited were held as treasury stock (Refer Note 18). Due to the global recession in FY 2008-09and the resultant decline in stock market valuations—particularly in the real estate sector—PVPGL sold 3,43,63,352 sharesat an average price of Rs. 41.71, resulting in a capital loss of Rs. 57,176 Lakhs, comprising Rs. 44,176 Lakhs in FY 2009-10 andRs. 13,000 Lakhs in FY 2010-11. As of the reporting date, PVPGL continues to hold 10,90,235 equity shares of the Company.
Further during FY 2008-09, the Company advanced Rs. 16,500 Lakhs as interest-free loans to three group companies—CuboidReal Estates Private Limited - Rs. 3,500 Lakhs, PVP Business Ventures Private Limited - Rs. 5,500 Lakhs, and PVP BusinessTowers Private Limited Rs. 7,500 Lakhs. These group entities subsequently invested Rs. 13,100 Lakhs in Jagati PublicationsLimited, a company engaged in the print media business, and the remaining amount in Ordeal Realtors Private Limited. Theinvestment in Jagati Publications Limited did not generate the expected returns, and its financial position was further impactedfollowing regulatory scrutiny and a multi-agency investigation ordered by the Hon'ble High Court of Telangana.
An amount of Rs. 2,538 Lakhs was advanced during the period FY 18-19 to FY 22-23 where Rs. 1,500 Lakhs were paid for SEBIpenalty and balance Rs. 1,038 Lakhs were paid for operating expenses and investments.
The due dates for adoption of financial results under Regulation 33 of Listing Regulations for submission to stock exchanges isdifferent from the due dates for adoption of financial statements under the Act. Further the format is also significantly differentwhere the Financial statements entail a large amount of disclosures under applicable Ind AS read along with Division II of ScheduleIII of the Act which generally does not form part of the Financial results.
Consequently while the Board of Directors have adopted the Financial results on 29th May , 2025 the Financial statements havebeen adopted on August 20th prior to circulation of notice to shareholders for ensuring Annual General meeting. Accordinglymaterial subsequent events until the date of adoption of Financial statements, i.e August 20th,2025 has been included in relevantnotes of the Financial statements forming part of the Annual report.
While ensuring consistency between the figures reported in the Statement of Profit & Loss between the Financial results andFinancial statements, the Company has identified certain reclassifications in the Balance sheet as detailed below. The Companybelieves that this need not be treated as a material change requiring re-submission of the Financial results to the stock exchangealso considering the fact that the Annual report would be furnished to the stock exchanges as well.
In connection with the preparation of the Standalone Financial Statements for the year ended 31 March 2025, the Board of Directorshave confirmed the propriety of the contracts / agreements entered into by / on behalf of the Company and the resultant revenueearned / expenses incurred arising out of the same after reviewing the levels of authorisation and the available documentaryevidences and the overall control environment. Further, the Board of Directors have also reviewed the realizable value of all thecurrent assets of the Company and have confirmed that the value of such assets in the ordinary course of business will not be lessthan the value at which these are recognised in the standalone financial statements. In addition, the Board has also confirmed thecarrying value of the non-current assets in the Standalone Financial Statements. The Board, duly taking into account all the relevantdisclosures made, has approved these Standalone Financial Statements at its meeting held on 29 May 2025. The shareholders ofthe Company have the rights to amend the Standalone Financial Statements in the ensuing Annual general meeting post issuanceof the same by the Board of directors.
In terms of our report attached For and on behalf of the Board of Directors of
For PSDY & Associates PVP Ventures Limited
Firm Reg No. 010625S CIN : L72300TN1991PLC020122
Partner Chairman and Managing Director Independent Director
Membership No : 209865 DIN : 00179175 DIN : 09138856
Place : Hyderabad Place : Hyderabad
Date : 20 August 2025 Date : 20 August 2025
Chief Financial Officer Company Secretary
Place : Chennai Place : Chennai Place : Chennai
Date : 20 August 2025 Date : 20 August 2025 Date : 20 August 2025