Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a pastevent, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligationand a reliable estimate can be made of the amount of the obligation. Provisions are determined based on managementestimates required to settle the obligation at the balance sheet date, supplemented by experience of similar transactions.These are reviewed at the balance sheet date and adjusted to reflect the current management estimates.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of whichwill be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly withinthe control of the Company or a present obligation that arises from past events where it is either not probable thatan outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is termed as acontingent liability.
Contingent assets are neither recognised nor disclosed.
Basic earnings per share are calculated by dividing the net profit for the period attributable to equity shareholders bythe weighted average number of equity shares outstanding during the period. No instruments have been issued by thecompany or are outstanding on the end of the reporting period that has the potential to dilute the EPS.
Trade receivables are amounts due from customers for services performed in the ordinary course of business. Tradereceivables are recognised initially at the amount of consideration that is unconditional unless they contain significantfinancing components, when they are recognised at fair value. The Company holds the trade receivables with theobjective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using theeffective interest method, less loss allowance.
Short term employee benefits include salaries and short-term cash bonus. A liability is under short-term cash bonusor target-based incentives if the Company has a present legal or constructive obligation to pay this amount as a resultof past service provided by the employee, and the obligation can be estimated reliably. These costs are recognised asan expense in the Statement of Profit and Loss at the undiscounted amount expected to be paid over the period ofservices rendered by the employees to the Company.
Borrowing costs include interest expense as per the effective interest rate (EIR) and other costs incurred by the Companyin connection with the borrowing of funds. Borrowing costs are recognized as an expense in the year in which theyare incurred. The difference between the discounted amount mobilized and redemption value of commercial papers isrecognized in the statement of profit and loss over the life of the instrument using the EIR.
The income tax expense comprises current and deferred tax incurred by the Company. Income tax expense is recognisedin the income statement except to the extent that it relates to items recognised directly in equity or OCI, in which casethe tax effect is recognised in equity or OCI. Income tax payable on profits is based on the applicable tax laws in eachtax jurisdiction and is recognised as an expense in the period in which profit arises.
Current tax is the expected tax payable/receivable on the taxable income or loss for the period, using tax rates enactedfor the reporting period and any adjustment to tax payable/receivable in respect of previous years. Current tax assetsand liabilities are offset only if, the Company has a legally enforceable right to set off the recognised amounts; andintends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilitiesfor financial reporting purpose and the amounts for tax purposes. The measurement of deferred tax reflects the taxconsequences that would follow from the manner in which the Company expects, at the reporting date, to recover orsettle the carrying amount of its assets and liabilities.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets arerecognised, for all deductible temporary differences, to the extent it is probable that future taxable profits will beavailable against which deductible temporary differences can be utilised.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when theyreverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probablethat the related tax benefit will be realized, such reductions are reversed when the probability of future taxable profitsimproves.
The tax effects of income tax losses, available for carry forward, are recognised as deferred tax asset, when it isprobable that future taxable profits will be available against which these losses can be set-off. Unrecognised deferredtax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable thatfuture taxable profits will allow the deferred tax asset to be recovered.
Non-current assets or disposal groups are classified as held for sale when their carrying amounts are expected to berecovered principally through a sale transaction rather than through continuing use. Such assets are measured at thelower of carrying amount and fair value less costs to sell. Depreciation on these assets ceases upon classification asheld for sale.
The following are the critical judgements, apart from those involving estimations that the management have made inthe process of applying the Company's accounting policies and that have the most significant effect on the amountsrecognized in the financial statements. Actual results may differ from these estimates.
These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting estimatesin the period in which the estimate is revised if their vision affects only that period, or in the period of the revision andfuture periods if the revision affects both current and future periods.
Management reviews the useful lives of depreciable assets at each reporting. As at March 31,2025 managementassessed that the useful lives represent the expected utility of the assets to the Company. Further, there is nosignificant change in the useful lives as compared to previous year.
The recognition and measurement of other provisions are based on the assessment of the probability of anoutflow of resources, and on past experience and circumstances known at the reporting date. The actual outflowof resources at a future date may therefore, vary from the amount included in other provisions.
Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences betweenthe carrying values of assets and liabilities and their respective tax bases. Deferred tax assets are recognized tothe extent that it is probable that future taxable income will be available against which the deductible temporarydifferences could be utilized.
The preparation of the company's financial statements requires management to make judgements, estimates andassumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanyingdisclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates couldresult in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in futureperiods.
In the process of applying the company's accounting policies, management has made the following judgements, whichhave the most significant effect on the amounts recognised in the standalone financial statements.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, thathave a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the nextfinancial year, are described below. The company based on its assumptions and estimates on parameters availablewhen the 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.
On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingentlosses that are considered probable, an estimated loss is recorded as an accrual in financial statements. LossContingencies that are considered possible are not provided for but disclosed as Contingent liabilities in the financialstatements. Contingencies the likelihood of which is remote are not disclosed in the financial statements. Gaincontingencies are not recognized until the contingency has been resolved and amounts are received or receivable.
Note: 13.1 As per the records of the Company, including its Register of Members and other declarations received fromthe shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownershipof shares.
Note: 13.2 In accordance with the Share Purchase Agreement executed on 2nd December 2024 between theExisting Promoter Mr. Deniis Desai and Acquirers namely (1) Mr. Dharmendrabhai Becharbhai Jasani; (2) Mr. AyushDharmendrabhai Jasani; and (3) Mr. Yagnik Tank, and pursuant to the provisions of SEBI (Substantial Acquisition ofshares and Takeovers) Regulations, 2011 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, post completion of Takeover Formalities Mr. Deniis Desai shall be reclassified as Non-Promoter and the Acquirersnamely (1) Mr. Dharmendrabhai Becharbhai Jasani; (2) Mr. Ayush Dharmendrabhai Jasani; and (3) Mr. Yagnik Tank shallbe classified as Promoters. As on the date of approval of this Financial Statements, the Takeover Formalities are alreadycompleted and Mr. Deniis Desai is reclassified as Non-Promoter and the Acquirers namely (1) Mr. DharmendrabhaiBecharbhai Jasani; (2) Mr. Ayush Dharmendrabhai Jasani; and (3) Mr. Yagnik Tank are classified as Promoters.
During the year on 02nd December, 2024, existing promoter of the Company executed Share Purchase Agreementwhereby he agreed to sell his ownership in the Company under the provisions of SEBI (Substantial Acquisition ofshares and Takeovers) Regulations, 2011 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. Detailed filings of the said agreement are made with the BSE by the Company.
During the year, the Company has been in a transition phase following a change in controlling ownership. As per amutual understanding between the outgoing and incoming management, the existing investments and properties ofthe Company are being liquidated prior to full transfer of control.
Pending deployment of such funds, the Company has temporarily placed surplus proceeds in the form of inter-corporatedeposits (ICDs) with select entities to optimise returns. As at the reporting date, ICDs constitute approximately 90% oftotal assets, and related interest income accounts for over 80% of total income. The Company is not registered as aNon-Banking Financial Company (NBFC) under the Reserve Bank of India Act, 1934. Management believes that (a) thethresholds of 'net-owned funds' as defined under section 45-IA of the Reserve Bank of India Act, 1934 and (b) 'financialactivity as principal business' as explained in RBI vide press release 1998-99/1269 dated April 8, 1999, as determinedby 50-50 test are achieved only temporarily by the Company. No communication with the regulator i.e. RBI is madeas the breach of limits is only due to specific event and participation in ICDs is made in good faith for efficient fundutilization during the transition period. The incoming management shall review and realign asset deployment in duecourse, in compliance with applicable regulatory requirements.
Further, the incoming management has decided to commence a new line of business in the company after obtainingmembers' approval for addition of Object in the Memorandum of Association. Under the new object, proposed activitiesare - (a) business of of providing earth moving equipment's like Excavator, Dozer, JCB, Loaders, Skid loader, Industrialvacuum cleaners, etc. on contract, Lease, hire and rental basis in India or elsewhere and to provide maintenanceservices for the same and (b) to undertake all the necessary activities to promote Lease, hire and rental of Earth movingMachinery and its repair and maintenance.
Subsequent to the reporting date, in April 2025, the Company has disposed of its entire shareholding in two of its groupentities - Arunis Realties Private Limited (subsidiary) and Arunis Edifice Private Limited (associate) - through sale ofshares. These disposals were completed after the balance sheet date and do not affect the conditions existing as at31 March 2025. Accordingly, these are considered non-adjusting events under Ind AS 10 - Events after the ReportingPeriod. However, the same have been disclosed in view of their significance.
For the purpose of the Company's capital management, capital includes issued equity capital and all other equityreserves attributable to the equity holders of the Company. The primary objective of the Company's capital managementis to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business andmaximise shareholder value.
The Company determines the capital management requirements on the basis of Annual Budget and other strategicinvestment plans as approved by the Board of Directors. The Company manages its capital structure and makesadjustments to it in light of changes in economic conditions or its business requirements. To maintain or adjust thecapital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issuenew shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus netdebt. The Company includes within net debt, interest bearing loans and borrowings less cash and short-term deposits(including other bank balance).
The Company's principal financial liabilities comprises of borrowings, trade and other payables, and financial liabilities.Company uses short term bank facilities in the form of cash credit facilities with the bank. (refer note 17 for balanceoutstanding as at the balance sheet date). The main purpose of these financial liabilities is to finance the Company'soperations to support its operations. The Company's principal financial assets include investments, trade and otherreceivables, cash and cash equivalents, other bank balances and other financial assets that derive directly from itsoperations.
The Company has an effective risk management framework which helps the Board to monitor the risks controls in keybusiness processes. In order to minimise any adverse effects on the bottom line, the Company takes various mitigationmeasures such as credit control. No derivatives are transacted by the company for hedging risks.
The Company has exposure to the following risks arising from financial instruments:
• Credit risk ;
• Liquidity risk ; and
• Market risk
Credit risk is the risk that counter party will not meet its obligation leading to a financial loss. The Company isexposed to credit risk arising from its operating activities primarily from trade receivables and from financingactivities primarily relating to parking of surplus funds as Inter-corporate Deposits. The Company considersprobability of default upon initial recognition of assets and whether there has been a significant increase in creditrisk on an ongoing basis throughout the reporting period. To assess whether there is a significant increase incredit risk, the Company compares the risk of default occurring on the asset as at the reporting date with the riskof default as at the date of initial recognition. This assessment is based on available information and the businessenvironment.
a) Trade and other receivables
The Company has a Credit Policy and extends credit to its customers based on customer's credit worthiness,ability to repay, and past track record. The extension of credit is constantly monitored through a reviewmechanism. The company also covers its domestic as well as export receivables through a credit insurancepolicy.
The credit risk from balances/deposits with Banks, inter-corporate deposits, current investments and otherfinancial assets are managed in accordance with company's policy. Investment of surplus funds are madein unsecured inter-corporate Deposits.
c) Financial Guarantee
The Company is exposed to credit risk in relation to financial guarantees given to banks. The Company'smaximum exposure in this respect is the maximum amount, the Company would have to pay, if the guaranteeis called on. The amount recognised in Balance Sheet as other financial liabilities and maximum exposuredetails are as given below:
Liquidity risk is the risk that the company may encounter difficulty in meeting its obligations. As the Company isundergoing change in management and disposal of assets/liabilities, there is increased liquidity in current year.For maximization of returns for the company, such liqidity is invested as unseured inter-corporate deposits oftenure upto 1 year from the date of deposit.
The following tables detail the Company's remaining contractual maturity for its financial liabilities with agreedrepayment and realisation periods. The tables have been drawn up based on the undiscounted cash flows offinancial liabilities based on the earliest date on which the Company can be required to pay and realise.
Market Risk is the risk that the fair value of the future cash flow will fluctuate because of changes in the marketprices such as currency risk, interest rate risk and commodity price risk.
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interestrate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations inthe interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearinginvestments will fluctuate because of fluctuations in the interest rates.
Company's interest rate risk arises from borrowings and inter-corporate deposits. Company has long termborrowings as well as inter-corporate deposits at fixed rate of interest. Hence, the company is not exposedto interest rate risk.
Price risk is the risk arising from securities for trade and investments held by the company and classified inthe balance sheet either at fair value through Profit & Loss (FVTPL) or fair value through Other ComprehensiveIncome (FVTOCI). Majority of the company's investments are current in nature and primarily in listed equityshares and mutual funds which are not exposed to significant price risk.
a. As majority of the non-current assets are disposed-off pursuant to mutual agreement between incoming andoutgoing management, the Company had higher liquidity. To maximize return on such higher liquidity, the Companyhas invested funds in short-term inter-corporate deposits therefore current ratio has improved in current year.
b. The Company was actively engaged in consultancy of real-estate projects till last year. No revenue has beengenerated from such consultancy during the current year. Further, the Company discontinued trading in shares,futures and options contracts from last quarter of FY 2023-24. Due to both these reasons, revenue from operationshas decreased drastically which has resulted in loss for the current year.
c. Further to explanation in a and b above, loans outstanding as at previous balance sheet date has been fully paid-off in current year. There is loss incurred by the Company in current year and therefore Debt Service Coverage ratiois negative for the current year.
Note 36 Previous year numbers are regrouped/reclassified as necessary for better presentation.
Note 37 The financial statements were authorized for issue by the Company's Board of Directors on 14th May, 2025.
In terms of our report attached For and on behalf of the Board of Directors of
For B. R. Pancholi & Co. Arunis Abode Limited
Chartered Accountants
Firm Registration No: 107285W
CA Bhupendra Pancholi Mr. Yagnik Bharatkumar Tank Mr. Deniis Desai
Partner Managing Director Director
Membership No: 041254 DIN: 10835016 DIN: 02904192
UDIN: 25041254BMNTGK4368
Ms. Heena Gupta Mrs. Garima Mandhania
Chief Financial Officer Company Secretary & Compliance Officer
Place: Vadodara Place: Mumbai
Date: 14th May 2025 Date: 14th May 2025