k) Provisions, contingent liabilities and contingent assets
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Contingent liability is disclosed in the case of;
i) a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle obligation;
ii) a present obligation arising from past events, when no reliable estimate is possible.
Contingent assets are neither recognized nor disclosed. However, when realization of income is virtually certain, related asset is recognized.
Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date and adjusted where necessary to reflect the current best estimate of obligation or asset.
l) Financial instruments
A financial instrument is a contract that gives rise to a financial asset for one entity and a financial liability or equity instrument for another entity. Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.
(a) Financial assets
(i) Initial recognition and measurement
Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument.
All financial assets are recognized initially at fair value, plus in the case of financial assets not recorded at fair value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of the financial assets. However, trade receivables that do not contain a significant financing component are measured at transaction price.
(ii) Classification and subsequent measurement
For purposes of subsequent measurement, financial assets are classified in following categories:
- Financial asset carried at amortized cost
- Financial asset at fair value through other comprehensive income (FVTOCI)
- Financial asset at fair value through profit or loss (FVTPL)
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company changes its business model for managing financial assets.
• Financial assets carried at amortized cost
A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
• Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
• Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
• Equity investment
Investments representing equity interest in associates/ subsidiary are carried at cost less any provision for impairment. Investments are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable.
De-recognition
A financial asset (or, where applicable, a part of
a financial asset) is primarily derecognized (i.e.
removed from the Company's Balance Sheet) when:
(i) The contractual rights to receive cash flows from the asset has expired, or
(ii) The Company has transferred its contractual rights to receive cash flows from the financial asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
(b) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss.
AH financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Company's financial liabilities include trade and other payables, security deposits received etc.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
- Financial liabilities at amortized cost
- Financial liabilities at fair value through profit or loss
Loans and borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the Effective Interest rate (EIR) method. Income and Expense are recognized in the statement of profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss. This category generally applies to borrowings.
De-recognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and loss.
(c) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
m) Impairment of financial assets
The Company applies the expected credit loss model for recognizing impairment loss on financial assets measured at amortized cost, debt instruments at FVTOCI, lease receivables, trade receivables, other contractual rights
to receive cash or other financial asset, and financial guarantees not designated as at FVTPL.
Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit- adjusted effective interest rate for purchased or originated credit-impaired financial assets). The Company estimates cash flows by considering all contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the expected life of that financial instrument.
For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115 Revenue from contracts with customers, the Company applies simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected life time losses to be recognized after initial recognition of receivables. For recognition of impairment loss on other financial assets and risk exposure, the Company determines whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, twelve months ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on twelve-months ECL.
n) Impairment of non-financial assets
Non- financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non- financial assets that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
If, at the reporting date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount. Impairment losses previously recognized are accordingly reversed in the statement of profit and loss.
o) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
(a) In the principal market for the asset or liability, or
(b) In the absence of a principal market, in the most advantageous market for the asset or liability
All assets and liabilities for which fair value is measured or disclosed in the standalone financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognized in the standalone financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
p) Taxes on income Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.
Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income (OCI) or in equity). Current tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Current tax assets are offset against current tax liabilities if, and only if, a legally enforceable right exists to set off the recognized amounts and there is an intention either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and is adjusted to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
q) Cash and cash equivalents
Cash and cash equivalent in the Balance Sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash balance on hand, cash balance at banks and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company's cash management.
r) Earnings per share (EPS)
In determining earnings per share, the Company considers the net profit after tax and includes the post tax effect of any extra ordinary items.
- Basic earning per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.
- For the purpose of calculating Diluted Earning per share, the number of shares comprises of weighted average shares considered for deriving basic earning per share and also the weighted average number of equity share which could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date. A transaction is considered to be antidilutive if its effect is to increase the amount of EPS, either by lowering the share count or increasing the earnings.
The Company has created an Employee Benefit Trust for providing share-based payment to its employees. The Company uses the Trust as a vehicle for distributing shares to employees under the employee remuneration
schemes. The Trust buys shares of the Company from the market, for giving shares to employees. The Company treats Trust as its extension and shared held by the Trust are treated as treasury shares
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from Equity. No gain or loss is recognised in profit and loss on the purchase, sale, issue or cancellation of the Company's own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in capital reserve. Share options exercised during the reporting year are satisfied with treasury shares.
>) Segment reporting
The Company has the policy of reporting the segments in a manner consistent with the internal reporting provided to the chief operating decision maker. The Chief Operating Decision maker is considered to make strategic decisions and is responsible for allocating resources and assessing performance of the operating segments.
d) The Company's investment property comprises property situated at Udyog Vihar, Gurugram, Haryana, India. The Management has determined that the investment property consists of two class of assets - Land and building - based on the nature, characteristics and risks of the property.
e) The fair valuation of the said property is based on current prices in the active market for similar properties. The main input used are quantum, area, location, population, profile of surrounding developments, negotiations, connectivity and accessibility.
f) The fair value of investment property is H 7,962.98 (March 31, 2024: H 7,273.30) and the same has been determined by an external independent registered valuer as defined under Rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. Fair valuation of investment property is based on the direct comparison approach for land and depreciated replacement cost method for built up structure. The fair value measurement is categorized in Level 3 of fair value hierarchy.
g) As at March 31, 2025 the investment property is pledged to secure the general banking facilities granted by Bajaj Finance Limited.
h) The title deeds of immovable property are in the name of the Company.
(a) During the year ended March 31, 2024, the Company has purchased 74,00,000, 0.01% non-convertible non-cumulative redeemable preference shares of Norlanka Manufacturing India Private Limited of H 10 each fully paid up, which has a tenure of 7 years from the date of allotment.
In line with Ind As 109 ""Financial instruments"", the aforesaid preference shares has been classified as compound financial instruments. Accordingly, the value of the instrument on the day of transaction has been bifurcated into equity and debt component basis the valuation report obtained from an accredited independent valuer.
(b) During the year, the Company has purchased 10,03,200, 0.01% optionally-convertible redeemable preference shares of Digital Ecom Techno Private Limited of H 10 each fully paid up, which will have a tenure of 10 years from the date of allotment.
In line with Ind As 109 ""Financial instruments"", the fair value of aforesaid preference shares is equivalent to its equity shares on the basis of valuation report obtained from an accredited independent valuer. Therefore, the instrument is recorded as fair value through profit and loss.
(c) During March 31, 2022, the Company had established share option plans that entitle key managerial personnel and senior employees of the Group to purchase shares in the Company. The employee stock option plan is designed to provide incentives to the employees of the Company, its subsidiaries and step down subsidiaries (collectively referred to as 'the Group') to deliver long-term returns.
The Company has cumulatively granted 17,53,910 stock options (March 31, 2024: 17,53,910 stock options) to key managerial personnel and senior employees of the Group and has accounted for the same as deemed investment in its subsidiaries and step down subsidiaries.
Unutilised QIP Proceeds as at March 31, 2025 are available as:-
i) Fixed deposits with ICICI bank amounting to H 9,080 and in current account with ICICI bank amounting to H 14.96 l.
ii) Fixed deposits with ICICI bank amounting to H 4,125.00 in Nexstyle Apparel Manufacturing Limited, a wholly owned subsidiary.
b) The Company has not issued any bonus shares or any shares for consideration other than cash during five years immediately
preceding March 31, 2025.
c) Terms/ rights attached to equity shares:
1. The Company has only one class of equity share having a par value of H2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
2. 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.
Note : For details, refer 'the Statement of Changes in Equity'
i) Capital reserve was created on account of demerger.
ii) Retained earnings are the accumulated profits earned by the Company till date, less transfer to general reserve, if any, dividend and other distributions made to the shareholders.
iii) Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act
iv) Other comprehensive income represent the cumulative balances of actuarial gain or loss arising on remeasurements of defined benefit plan is accumulated and recognised within this component of other comprehensive income. Items included in actuarial gain or loss reserve will not be reclassified subsequently to statement of profit and loss.
v) This represent the own equity instruments that are reacquired [treasury shares] are recognised at cost and disclosed as deducted from equity.
vi) The Company has established share based payment plans for certain categories of employees of the Company and its subsidiaries. (refer note 44 for further details on these plans).
b) In case of loans from bank, the terms are as under: -
(i) Long term loan of H 4,583.33 (March 31, 2024 - 5,000.00) taken by the Company from Bajaj Finance Limited, is guaranteed by lien marked on property located at Plot no. 222, Udyog Vihar, Phase 1, Gurugram - 122022. The tenor of the loan is 84 months (12 months moratorium) and it carries rate of interest of MCLR 0.9 per annum (March 31, 2024 - MCLR 0.7). The date of maturity is July 5, 2030.
(ii) Short term loan of Nil (March 31, 2024 - H 350.00) taken by the Company is guaranteed by Stand By Documentary Credit (SBDC) documents of its step down subsidiary, Norwest Industries Limited with HSBC Hong Kong. The maximum tenor of term loan is Nil days (March 31, 2024: 89 days) and is based on fixed rate of interest of NIL (March 31, 2024 - prevalent bank MCLR/3M T-bill/ and other external benchmark decided by the bank and in line with RBI guidelines of the appropriate tenor).
iii) Bank overdraft limit of H 350.00 (March 31, 2024 - H 350.00) taken by the Company from Axis Bank is guaranteed by lien
marked on the fixed deposit. The loan is repayable on demand and it carries rate of interest of 9.25% per annum (March 31, 2024 - 9.25% per annum).
(iv) Bank overdraft limit of H 5,000.00 (March 31, 2024 - Nil) taken by the Company from ICICI bank is guaranteed by lien marked on the fixed deposit. The loan is repayable on demand and it carries rate of interest of MCLR/6M 0.4 per annum (March 31, 2024 - Nil).
(v) Import loan facility of H 840.00 (March 31, 2024 - H 2,000.00) taken by the Company is secured by lien on fixed deposits (March 31, 2024: Guaranteed by Stand By Documentary Credit (SBDC) documents of its step down subsidiary, Norwest Industries Limited) with HSBC Hong Kong. The maximum tenor of term loan is 90 days (March 31, 2024: 89 days) and the rate of interest is fixed based upon the prevalent Bank MCLR/3M T-bill/ and other external benchmark decided by the bank and in line with RBI regulations of the appropriate tenor.
2) Defined benefit plans
In accordance with Ind AS 19 "Employee benefits", an actuarial valuation on the basis of "Projected unit credit method" was carried out, through which the Company is able to determine the present value of obligations. "Projected unit credit method” recognizes each period of service as giving rise to additional unit of employees benefit entitlement and measures each unit separately to build up the final obligation.
i) Gratuity scheme
The Company has defined benefit gratuity plan. Gratuity is calculated as 15 days salary for every completed year of service or part thereof in excess of 6 months and is payable on retirement / termination/ resignation. The benefit vests on completing 5 years of service by the employee. The Company makes provision of such gratuity liability in the books of account on the basis of actuarial valuation as per projected unit credit method.
* Dissolved during the year ended March 31, 2025.
** Acquired/incorporated during the year ended March 31, 2025.
*** Acquired/incorporated during the year ended March 31, 2024.
A Mrs. Payal Seth is the largest shareholder.
#Mrs. Payel Seth and Mr. Mungo park has resigned from the office with effect from March 31, 2025.
$The Board of Directors of the Company has appointed Ms. Sandra Campos as an Additional (Non-Executive & Independent) Director for a period of 2
years from November 28, 2023 to November 27, 2025.
g) Other transaction
i) The Company had a secured loan from HSBC Bank for which stand by documentory credit limit has been provided by its step down subsidiary namely Norwest Industries Limited - Hong Kong till March 31, 2024.
ii) During the year, the company has given guarantee to the bank for its various subsidiairies as security against the facility provided by the bank towards the working capital. The guarantee given by the company is for the period of 10 years for an amount of H 1,05,973.50 (March 31, 2024 : NIL) (Refer note 41).
h) Terms and conditions of transactions and outstanding balances with related parties:
All the transaction with the related parties are made on terms equivalent to those that prevail in arm's length transactions. Terms and conditions for outstanding balances at the year-end are as follows;
1) Trade payable- The outstanding balances are unsecured. (refer note 20)
2) Dues to employees and dues to related party- The outstanding balance are unsecured. (refer note 18)
3) Investments- The outstanding balances are unsecured (refer note 7 for further details)
4) Trade receivables- The outstanding balances are unsecured. (refer note 10)
5) Dues from related party- The outstanding balances are unsecured. (refer note 8)
6) Advance to employees- The outstanding balances are unsecured. (refer note 14)
7) Loan - The outstanding balance are unsecured and carries at interest rate of 10.50%. (refer note 13)
8) Corporate guarantee - The outstanding balance are unsecured. (refer note 41)
i) In respect of figures disclosed above:
(i) the amount of transactions/ balances are without giving effect to the Ind AS adjustments on account of fair valuation/ amortization.
(ii) Remuneration and outstanding balances of KMP does not include long term benefits by way of gratuity and compensated absences, which are currently not payable and are provided on the basis of actuarial valuation by the Company.
j) There are no reportable transactions/balances as required under Regulation 34(3) of SEBI (Listing and Other Disclosure requirements) Regulations, 2015.
Note 34: Capital management
The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize returns to our shareholders. The capital structure of the Company is based on management's judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in 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 or issue new shares.
The Company policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
The fair value of trade receivables, cash and bank balances, loans, other financial assets, borrowings, lease liabilities, trade payables and other financial liabilities are considered to be equal to the carrying amount of these items due to their short term nature.
Note 36 : Fair value hierarchy
AH financial instruments for which fair value is recognized or disclosed are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.
Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: Valuation techniques for which the lowest level input that has a significant effect on the fair value measurement are observable, either directly or indirectly.
Level 3: Valuation techniques for which the lowest level input which has a significant effect on the fair value measurement is not based on observable market data.
There have been no transfer between level 1, level 2 and level 3 category during the year ended March 31, 2025 and March 31, 2024. i) Valuation technique used to determine fair value:
Investment in Parc design investment limited: The investment (19%) has been valued at fair value based on exit price as per Ind AS 113, being determined based on a firm commitment by a buyer, secured by an agreement.
Investment in Waterbridge Ventures II (Trust): The investment has been valued at net assets value (NAV) obtained from the the trust as at the reporting date.
Investment in Fireside Ventures Investment Fund III (“Fund”): The investment has been valued at NAV obtained from the the fund as at the reporting date.
Investment in preference shares of Norlanka Manufacturing India Private Limited: The investment has been determined by an external independent registered valuer as at the reporting date.
Investment in preference shares of Digital Ecom Techno Private Limited: The investment has been determined by an external independent registered valuer as at the reporting date.
Share based payment liability: The fair value of share based payment liability (Cash settled options) is determined using underlying value of the equity shares of the company.
Guarantee commission payable: The fair value of liability is determined using loss given default approach based on the derived credit rating of the group.
Note 37: Financial risk management objectives and policies
The Company's principal financial liabilities comprise borrowings, lease liabilities, trade and other payables, security deposit received, employees payable, dues to related party, share based payment liability, interest accrued but not due on borrowings, commission payable on guarantee and unclaimed dividend. The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to support its operations.
The Company's principal financial assets includes investment in subsidiaries and joint venture, security deposits, dues from related party, trade receivables, cash and cash equivalents, interest accrued but not due on fixed deposits, loans and other bank balances.
The Company is exposed to credit risk, liquidity risk and market risk. The Company's senior level personnel oversees the management of these risks.
A. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk applicable in case of the Company primarily includes interest rate risk, currency risk and equity price risk.
i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's interest bearing debt obligations.
The Company does not have any equity price risk.
B. Credit risk
Credit risk is the risk that counterparty will default on its contractual obligations resulting in finance loss to the Company. The Company continuously monitors defaults of customers and other counterparties and incorporate this information into its credit risk control. The Company also uses expected credit loss model to assess the impairment loss in trade receivables and makes an allowance of doubtful trade receivables using this model.
i) Trade receivables
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating. Outstanding customer receivables are regularly monitored. The Company limits its exposure to credit risk from trade receivables by establishing a appropriate credit period for customer. Loss rates are based on actual credit loss experience and past trends. The Company creates provision for doubtful debts on case to case basis.
ii) Other financials assets
Credit risk related to the financial assets involving cash and cash equivalents, other bank balances, interest accrued on term deposits, Security deposits, Loans and Dues from relatd party. The Company does not anticipate any significant risk of default on these assets. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets as at March 31, 2025 and March 31, 2024. To reduce this risk, the Company has concentrated as mentioned below:-
For cash & cash equivalents, other bank balances and interest accrued on fixed deposits- Since the Company deals with only high-rated banks and financial institutions, credit risk in respect of cash and cash equivalents, other bank balances and bank deposits is evaluated as low.
For security deposits - Credit risk is considered low because the Company is in possession of the underlying asset.
Loans and due from related party - These balances are from related party which is the subsidary companies. Therefore, the credit risk is evaluted as low.
For the financial assets other than trade receivables:
1. The Company on the basis of historical analysis does not have any financial assets where there is a risk of default.
2. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets as at March 31, 2025 and March 31, 2024.
C. Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, maintain optimum levels of liquidity to meet its cash and collateral requirements. It maintains adequate sources of financing including loans from banks at an optimized cost.
a) The Company has entered into a Capital commitment agreement where contribution has to be made to Fireside Ventures Advisory LLP (Investment Manager of Fireside Ventures Investment Fund III (Fund)) and Orbis trusteeship Services Private Limited (Trustee Company of the Fund) in which the contributor has committed H 700.00 which will be paid as per the terms of agreement. During the year, 15% (March 31, 2024 - 20%) of the amount i.e. H 105.00 (March 31, 2024 - H 140.00) has been contributed based on the drawdown notice received from the fund. Total contribution till March 31, 2025 is H 315.00 (March 31, 2024 - H 210.00)
b) The Company has entered into a Capital commitment agreement where contribution has to be made to Waterbridge Capital Management LLP (Investment Manager of WaterBridge Ventures II Trust (Fund)) and Vistra ITCL (India) Limited (Trustee Company of the Fund) in which the contributor has committed H 1000.00 which will be paid as per the terms of agreement. During the year, Nil (March 31, 2024 - 7.50%) of the amount i.e. Nil (March 31,2024 - H 75.00) has been contributed based on the drawdown notice received from the fund. Total contribution till March 31, 2025 is H 675.00 (March 31, 2024 - H 675.00)
- the Company has been a filed writ petition before the Hon'ble High Court of Delhi (PDS Multinational Fashions Limited Vs. Collector of Stamp, Civil Writ Petition being W. P. (C) No. 7509 of 2015) for quashing the orders dated June 19, 2015 and July 9, 2015 passed by the Collector of Stamps and saddled with a liability of H 148.20 based on the misrepresentation and misreading of the judgement passed by the Hon'ble High Court of Delhi in Delhi Towers vs. GNCT of Delhi 1(2010) 159 comp. cases 129 (Delhi).
- Pending resolution of the respective proceedings, it is difficult to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgement/decisions pending with various forums/authorities. The Group does not expect the outcome of these proceedings to have a materially adverse effect on its financial position. The Group does not expect any reimbursements in respect of the above contingent liabilities.
- The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements.
c) The Hon'ble Supreme Court of India has passed a judgement relating to definition of wages under the Provident Fund Act, 1952 on February 28, 2019. However, considering that there are numerous interpretative issues related to the judgement and in the absence of reliable measurement of the provision for the earlier period, the Company has made provision for provident fund contribution from the date of order. The Company will evaluate its position and update provision, if required, after receiving further clarity in this regard.
d) The Company has contingent liabilities related to irrevocable letters of credit amounting to H 762.88 as at March 31, 2025 (March 31, 2024: Nil).
Note 44: Employee Share Based Payments
As on March 31, 2025, the Company had following share based payment arrangements:
A. Employee Stock Option Plan 2021 - Plan A and Plan B
i) Brief description of the share based payment arrangement
On April 3, 2021 the Company established the PDS Multinational Fashions Limited - Employee Stock Option Plan 2021
- Plan A ('Plan A') which entitles key managerial personnel and senior employees to purchase shares of the Company. On July 27, 2021, the Company established the PDS Multinational Fashions Limited Employee stock option plan 2021
- Plan B ('Plan B') through Direct and through Trust route for other KMP and senior employees. The plans are designed to provide incentives to the employees of the Company to deliver long-term returns. The Plans are administered by the Nomination and Remuneration committee. During the year ended March 31, 2025, the Company has granted 1,25,000 (March 31, 2024 - 55,000) equity settled stock options (ESOPs) under these plans. Vesting of the options would be subject to continuous employment with the Company and hence the options would vest with passage of time. In addition to this, the Nomination and remuneration committee may also specify certain performance parameters subject to which the options would vest.
Options granted under the plan are for no consideration and carry no dividend or voting rights. On exercise, each option is convertible into one equity share. The key terms and conditions related to the grants under these plans are as follows; all options are to be settled by the delivery of shares.
Expected volatility during the expected term of the options is based on historical volatility of the observed market prices of the Company's publicly traded equity shares during 5 years before the date of Grant. The Company believes that such measure of volatility is currently the best available indicator of the expected volatility used in these estimates.
The expected life of the ESOP is estimated based on the vesting term and contractual term of the ESOP, as well as expected exercise behaviour of the employee who receives the ESOP.
Risk-free interest rates are determined using the implied yield currently available for India government issues with a remaining term equal to the expected life of the options.
Expected dividend yields are based on the annualised approved dividend rate and the market price of Holding Company's common stock at the time of grant. No assumption for a future dividend rate change is included unless there is an approved plan to change the dividend in the near term.
The fair value per share of ESOP is determined based on the closing price of holding Company's share on the date of grant.
B. Cash Settled Share based payment (Phantom Stock Units )
i) Brief description of the share based payment arrangement
On October 22, 2021 the Company established the PDS Multinational Fashions Limited - Phantom Stock Units Plan 2021 ('Phantom stock plan'), which entities few senior employees of the Group to a cash payment on exercise. During the year ended March 31, 2025 the Company has granted Nil ('Phantom Stock Units/ PSU') (March 31, 2024 - 25,000). These PSU's carry a vesting period of up to 4 years and an exercise period of 4 years from the date of vesting.
Note 46: Additional information, as required under Schedule III to the Companies Act, 2013
(a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(b) The Company does not have any transactions with companies struck off.
(c) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(d) The Company has not been declared as wilful defaulter by any bank or financial institution or government or any government authority.
(e) The Company have not traded or invested in crypto currency or virtual currency during the financial year.
(f) The Company does not have 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 assesments under the Income Tax Act, 1961 (such as, survey or any other relevant provisions of the Income Tax Act, 1961.
(g) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(h) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Note 47: The Company through its wholly owned subsidiary Nextstyle Apparel Manufacturing Limited, has acquired 55% of equity interest in M/s Knit Gallery India Private Limited on May 13, 2025. The purpose of the acquisition is to expand the manufacturing footprint of the Company in India and to accelerate the sourcing capabilities within India. The consideration is H 4,038.00 towards equity shares, out of which the Company has paid H 2,423.00 as on this date.
Note 48: Audit trail
The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company uses an accounting software for maintaining its books of account. During the year ended March 31, 2025, the Company had not enabled the feature of recording audit trail (edit log) at the database level for the said accounting software to log any direct data changes as it would impact database performance significantly. Audit trail (edit log) is enabled at the application level as part of standard framework and the Company's users have access to perform transactions only from the application level.
Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention where such feature was enabled.
Note 49: The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company regularly updates the documentation for the International transactions entered into with the associated enterprises during the period as required under law. The Management is of the opinion that its international transactions are at arm's length so that the aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of provision for taxation.
Note 50: Prior year amounts have been regrouped / reclassified wherever necessary, to conform to the presentation in the current year, which are not material.
As per our report of even date attached
For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants PDS Limited
Firm's Registration Number: 001076N/N500013
Deepak Seth Pallak Seth
Chairman & Non-Executive Director Vice Chairman & Executive Director
DIN 00003021 DIN 00003040
Aasheesh Arjun Singh
Partner
Membership No: 210122
Sanjay Jain Rahul Ahuja Abhishekh Kanoi
Chief Executive Officer Chief Financial Officer Head of Legal & Company Secretary
Membership No. FCS 9530
Mumbai, India Mumbai, India
May 15, 2025 May 15, 2025
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