b) Rights, preferences and restrictions attached to shares
The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share and ranlking pari passu with each other. In the event of liquidation of the company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts, if any. The distribution will be in proportion of the number of equity shares held by the shareholders. The dividend proposed, if any, by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting except in the case of interim dividend.
e) The company has issued and alloted following equity shares during current financial year ended March 31, 2024:
i. The Company has undertaken a pre-lPO placement by way of private placement of 11,00,000 equity shares aggregating to Rs. 1,375 lakhs at an issue price of Rs. 125 per equity share.
ii. The equity shares of the Company got listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on February 06, 2024. The Company has received an amount of Rs 3,09,29.29/- lakhs being Gross proceeds from fresh issue of 2,30,30,000 equity shares.
f) The company has issued and alloted following equity shares during previous financial year ended March 31, 2023:
i. Allotment of 60,00,000 Bonus Equity Shares of the face value of Rs. 10/- each fully paid up, in the ratio of 600:1 on October 01, 2022 to the existing shareholders whose names appear in the register of member / Beneficial owner's position of the company on October 01, 2022 ("Record Date") ranking pari passu with existing shares.
ii. Allotment of 25,00,000 Equity Shares of face value of Rs. 10/- each on October 04, 2022 to Holding Company, for Rs. 100/- each equity share on the basis of the Right Issue to existing equity shareholders, including premium of Rs. 90/- per shares for an aggregate amount of Rs. 2,500 Lacs/-, ranking pari passu with existing shares.
iii. Allotment of 7,41,297 Equity Shares of face value of Rs. 10/- each, on the right basis on October 31, 2022, to BLS International Services Limited as Share Swap Consideration against the Transfer of 500,000 Equity Shares held by BLS International Services Limited in BLS Kendras Private Limited to BLS E-Services Limited, ranking pari passu with existing shares.
iv. Allotment of 20,94,000 Equity Shares of face value of Rs. 10/- each, on December 21, 2022, on Preferential & Private Placement basis to various shareholders, for Rs. 123/- each including premium of Rs. 113/- per shares for an aggregate amount of Rs. 2,575.62 Lacs/-, ranking pari passu with existing shares
v. Allotment of 20,00,000 Equity Shares as Sweat Equity Shares of face value of Rs. 10/- each on December 21, 2022. 10,00,000 sweat equity shares to Mr. Diwakar Aggarwal and 10,00,000 sweat equity shares Mr. Shikhar Aggarwal, Directors of the Holding Company. Further, in the terms revised form of consideration from "consideration other than cash" to a "cash consideration" as duly approved by the Shareholders in their extra-ordinary general meeting held on March 27, 2023; it was considered as issued for Rs. 110/- each including a premium of Rs. 100 for an aggregate amount of Rs. 2,200 Lacs/-, ranking pari passu with existing shares.
vi. Allotment of 5,33,81,188 Bonus Equity Shares of face value of Rs. 10/- each fully paid up, in the ratio of 4:1 on December 30, 2022, to the existing shareholders whose names appear in the register of member / Beneficial owner's position of the company on 29th December, 2022 ("Record Date") , ranking pari passu with existing shares.
Description of nature and purpose of each reserve Retained Earnings
Retained earnings are the profits that the Company has earned till date less dividends or other distributions paid to shareholders. Retained earnings is a free reserve available to the Company.
Securities premium reserve
Securities premium reserve represents premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act.
Re-measurement of defined benefit plans
This represents the actuarial gains/losses recognised in other comprehensive income.
34 Leases
The Company has taken premises for office under cancellable operating lease agreements. Terms of the lease include terms for renewal, increase in rents in future periods and terms of cancellation.
Lease and rent payments recognised in statement of profit an loss amounting Rs. 1.64/- Lakh (Previous year Rs.1.62/- Lakhs)
Sensitivity Analysis :
Significant actuarial assumption for the determination of the defined benefit obligation are discount rate and expected salary increase rate. Effect of change in mortality is negligible. Please note that the sentivity analysis presented below may not be representive of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumption may be correlated. The result of the senstivity analysis are given below:
38 (B) FAIR VALUE MEASUREMENTS
(i) Financial instrument measured at Amortised Cost
The carrying amount of financial assets and financials labilities measured at amortised cost in the financials statements are a reasonable approximation of their fair value since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
38 (C) FINANCIAL RISK MANAGEMENT- OBJECTIVIES AND POLICIES
The Company's financial liabilities comprise mainly of borrowings, trade payable, lease liability and others payable. The company's financial assets comprise mainly of investments, cash and cash equivalents, other bank balances, loans, trade receivables and other receivables.
The company has exposure to the following risks arising from financial instruments:
- Credit risk
- Liquidity risk; and
- Market risk
a) Risk management framework
The Company board of directors has the overall responsibility for the management of these risks and is supported by Senior Management that advises on the appropriate financial risk governance framework. The Company has the risk management policies and systems in place and are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company's audit committee oversees how management monitors compliance with the risk management policies and procedures, and reviews the adequacy of risk management framework in relation to the risks faced by the Company. The framework seeks to identify, asses and mitigate financial risk in order to minimise potential adverse effects on the company's financial performance.
b) Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligation, and arises from the operating activities primarily (trade receivables) and investing activities including deposits with banks and other corporate deposits. The company establishes an allowance for impairment that represents its estimate of expected losses in respect of financial assets. A default of financial assets is when there is a signiant increase in the credit risk which is evaluated based on the business environment. The assets are written off when the company certain about the non- recovery. The Credit risk exposure is given in note no. 9, 10, 11, 12 and13.
The Company provides for expected credit loss based on lifetime expected credit loss mechanism for Cash & cash equivalent, Trade financial assets, and Investments-
(i) Trade & other receivables:
Customer credit risk is managed based on company's established policy, procedures and controls. The company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
Credit risk is reduced by receiving pre-payments. The company has a well defined sales policy to minimize its risk of credit defaults. Outstading customer receivables are regularly monitored and assessed. Impairement analysis is performed pased on historical data at each reporting date on an individual basis. However a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.
(ii) Financial instruments and cash deposits :
The credit risk for cash deposits with banks and cash and cash equivalents is considered negligible, since the counterparties are reputable banks with high quality external credit ratings. Also, no impairment loss has been recorded in respect of fixed deposits that are with recognized commercial banks and are not past due. The carrying amounts disclosed above are the Company's maximum possible credit risk exposure in relation to these deposits.
Other financial assets being security deposits and others are also due from several counter parties and based on historical information about defaults from the counter parties, management considers the quality of such assets that are not past due to be good.
Impairment on cash and cash equivalents, deposits and other financial instruments has been measured on the 12-month expected credit loss basis and reflects the short maturities of the exposures. The Company considers that its cash and cash equivalents have low credit risk based on external credit ratings of counterparties.
Based on the assessment there is no impairment in the above financial assets.
c) Liquidity Risk
Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's treasury department is responsible for maintenance of liquidity, continuity of funding as well as timely settlement of debts. In addition, policies related to mitigation of risks are overseen by senior management. Management monitors the Company's net liquidity position on the basis of expected cash flows vis a vis debt service fulfilment obligation.
Maturity profile of financial liabilities
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.
d) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of fluctuation in market prices. These comprise three types of risk i.e. currency rate , interest rate and other price related risks. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. 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. Regular interaction with bankers, intermediaries and the market participants help us to mitigate such risk.
i) Interest Rate Risk and Sensitivity
The company has borrowings with the related parties at a fixed rate of interest.Therefore there is no interest rate risk.
ii) Price related risks
The primary goal of the company investment is to maintain liquidity along with meeting company's strategic purposes. Depending upon the investment strategy at inception, management classifies certain investments as FVTPL. The following table details the group sensitivity to a 1% increase and decrease in the price of instruments.
38 (D) Capital Management
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The primary objective of the Company's Capital management is to maximise shareholder's value. The Company manages its capital and makes adjustment to it in light of the changes in economic and market conditions.
42 Title deeds of Immovable Property not held in the name of the Company
The Company do not have any Immovable property (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) which is not held in the name of Company.
43 Details of Benami Property held
The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
44 Revaluation of Property, Plant and Equipment and Intangible Assets
There is no revaluation of property, plant and equipment and other intangible assets during the current year and proceeding financial year.
45 Borrowings secured against current assets
The Company has not availed any facilities from banks on the basis of security of current assets.
46 Wilful Defaulter
The Company is not declared Wilful Defaulter by any Bank or any Financial Instituition.
47 Relationship with Struck off Companies
The Company do not have any transactions with struck-off companies under section 248 of Companies Act,2013.
48 Registration of charges or satisfaction with Registrar of Companies (ROC)
The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
49 Fund Received
The Company have not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
50 Fund advanced
The Company have not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
51 Undisclosed income
The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
52 Details of any whistle blower complaints received
The Company have not received any whistle blower complaints during the financial year.
53 Details of Loans given and repayable on demand or without specifying any term or period of repayment
The company has not given loan which is repayable on demand in current and proceeding financial year.
54 Segment information Information about primary segment
The company has engaged in the business of "Digital Services" includes E-Governance, Business Correspondent and allied services and has only reportable segment in accordance with IND AS-108 'Operating Segment'. The information relating to this operating segment is reviewed regularly by the Key managerial personnel ('KMP') to make decisions about resources to be allocated and to assess its performance. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in the segment, and are as set out in the significant accounting policies.
Geographical Information
The company has engaged in the business of providing citizen services under an e-governance projects of various state Govt. Hence doing business within the India.
Major Customers
The customers that individually contribute for more than the 10% of the revenues are as follows:
Revenue of Rs. 1,862.49 lakhs (March 31, 2023 Rs. 400 Lakhs) are derived from one major customer .
55 Provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibilities are not applicable to the company. Since it is not meeting the threshold limit.
57 In the opinion of the management of the Company and to the best of their knowledge & belief, the value of current assets, loans and advances, if realized in the ordinary course of business would not be less than the amount at which they are stated in the balance sheet.
58 The contract between wholly owned subsidiary (WOS), BLS Kendras Private Limited and the Punjab e- Governance Society (PSeGS), executed on July 27, 2018, has reached the end of its contract period from November 27, 2023. This contract was the only major source of revenue for the (WOS). However, the management is making efforts to secure further contracts/business in this (WOS).
59 The Company has used an accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has been operating for all relevant transactions recorded in the software from May 06, 2023. Although, the accounting software has inherent limitation, there were no instances of the audit trail feature been tempered.
60 No adjusting or significant non- adjusting events have occurred between the reporting date and date of authorization of these financial statements.
61 Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year's classification.
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