The following discussion is intended to convey the managements perspective on our financial condition and results of operations for Fiscal 2025, Fiscal 2024 and Fiscal 2023 and should be read in conjunction with ‘Restated Consolidated Financial Information on page 284. All references in this chapter to ‘our ‘we and ‘us is us on a consolidated basis and all references to ‘our Company are to our Company on a standalone basis. This Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Red Herring Prospectus. For further information, see ‘Forward-Looking Statements on page 21. The following discussions on our financial condition should be read in conjunction with ‘Risk Factors and ‘Our Business , on pages 35 and 213, respectively.
Our Companys financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular financial year or a ‘Fiscal are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024 and Fiscal 2023 included herein is derived from the Restated Consolidated Financial Information, included in this Red Herring Prospectus. For further information, see ‘Restated Consolidated Financial Information on page 284. Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. Also see ‘Risk Factor - Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which may be material to the Restated Consolidated Financial Information prepared and presented in accordance with SEBI ICDR Regulations contained in this Red Herring Prospectus on page 78.
We have, in this Red Herring Prospectus, included various operational and financial performance indicators and certain non-GAAP measures, some of which may not be derived from our Restated Consolidated Financial Information and may not have been subjected to an audit or review by our Statutory Auditor, and each of which is a supplemental measure of our performance and liquidity and not required by, or presented in accordance with Ind AS, IFRS or U.S. GAAP. Furthermore, such measures and indicators are not defined under Ind AS, IFRS, U.S. GAAP or other accounting standards, and therefore should not be viewed as substitutes for performance, liquidity or profitability measures under such accounting standards. The manner in which such operational and financial performance indicators are calculated and presented, and the assumptions and estimates underlying or used in such calculation, may vary from that used by other similarly placed companies in India and other jurisdictions. Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision and are cautioned that they should consult their own advisors and evaluate such information in the context of the Restated Consolidated Financial Information and other information relating to our business and operations included in this Red Herring Prospectus.
Unless otherwise indicated, industry and market data used in this section has been derivedfrom ‘Broking Industry in India by CARE dated August 25, 2025 (CARE Report). A copy of the CARE Report is available at www.anandrathi.com/investors. Unless otherwise indicated, all industry and other related information derived from the CARE Report and included herein with respect to any particular year refers to such information for the relevant calendar year. See ‘Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation - Industry and Market Data and ‘Risk Factors - Certain sections of this Red Herring Prospectus include information from the CARE Report which has been commissioned and paid for by the Company in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks on pages 18 and 72, respectively.
OVERVIEW
We are an established full-service brokerage house in India with over 30 years of experience. We provide broking services, margin trading facility and distribution of financial products under the brand ‘Anand Rathi to a diverse set of clients across retail, high net worth individuals, ultra-high net worth individuals and institutions. Our investment offerings span across a wide array of asset classes like equity, derivatives, commodities, and currency markets. While our client base is spread across various age demographics, 186,859 of our Active Clients, representing 84.36% of our Active Clients, were above 30 years of age as on March 31, 2025. Our 3 decades of track record, comprehensive product offerings, and focus on serving this key demographic, positions us for continued growth. We are a part of the Anand Rathi group which carries out a diverse range of financial services business through its group companies.
As of March 31, 2025, we offer our broking and other financial services through our (i) network of 90 branches spread across 54 cities in India; (ii) network of 1,125 Authorised Persons (i.e., agents appointed by us after approval from the relevant stock exchange) spread across 290 cities in India; and (iii) online and digital platforms. Our multi channel presence through our pan India branches and network of Authorised Persons and our online and digital platforms enables us to service our clients across Tier 1, Tier 2, Tier 3 and other cities.
We categorise our offerings and services as follows:
• Broking Services - Our broking services cater to a diverse set of clients i.e., retail, high net worth
individuals, ultra-high net worth individuals and institutions across a wide array of asset classes like equity, derivatives, commodities, and currency markets. We offer our broking services through (i) own branches; (ii) Authorised Persons; and (iii) online and digital platform, and assist our clients to trade in equities in cash-delivery, cash-intraday, futures and options, commodity and currency segments. Our broking services are focused on cash-delivery and cash-intra-day trading. The revenue contribution from equity cash segment to our Brokerage Income is set out below:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| Amount (in t million) | As a % of Brokerage Income | Amount (in t million) | As a % of Brokerage Income | Amount (in t million) | As a % of Brokerage Income | |
| Income from equity cash segment | 2,332.95 | 54.33% | 1,953.29 | 49.38% | 1,086.79 | 39.65% |
We also provide algorithmic trading services to automate the trades in line with strategies of our clients. In addition, we also assist our client in subscribing to initial public offering of equity shares of companies and we also provide securities lending and borrowing services. Our broking services are complemented by our research recommendations across various asset classes such as equity, commodities and currency segments, which assists the investment decisions of our clients. In addition to fundamental research, our research team provides differentiated products such as thematic baskets (i.e. a select group of stocks) which assist clients in investing based on their investment strategies and risk profile.
• Margin Trading Facility - We provide margin trading facility to enable our clients to leverage their eligible collaterals, by funding their trading requirements in the equity cash delivery segment. The amount of funding available under the margin trading facility is determined by the margin requirements set by the stock exchanges, with the margin representing a portion of the total trade value that the client must maintain with the broker.
• Distribution of investment products - We provide distribution of third party financial products such as schemes of mutual funds, alternative investment funds, structured products, corporate fixed deposits, non-convertible debentures and bonds, and distribution of portfolio management services through our relationship management team and digital platforms.
As per CARE Report, during Fiscal 2025, we had the highest average revenue per client (i.e., broking revenue over NSE Active Clients for the period) (ARPC) amongst peer set. We believe that our high ARPC is due to a combination of (i) our client vintage; (ii) average age profile of our clients; and (iii) our personalised client management approach combined with a wide array of investment solutions offered to our clients.
We have, over the years, enhanced client engagement and experience through digitisation of our processes and augmentation of our technological platforms. We provide our clients digital and online platforms through our proprietary website and mobile applications i.e., ‘Trade Mobi, ‘AR Invest, ‘MF Client, and ‘Trade Xpress which enables a seamless trading and investment experience for our clients.
Our Subsidiary i.e., Anand Rathi International Ventures (IFSC) Private Limited is a trading member of India International Exchange (IFSC) Limited, NSE IFSC Limited, and India International Bullion Exchange IFSC Limited in the Gujarat International Finance Tec-City Centre (GIFT-IFSC). Our Subsidiary offers services to clients including non-resident Indians and family offices looking to invest in international stocks and products. For details about our Subsidiary, see ‘ Our Subsidiary on page 246.
Our revenue from operations grew from t 4,678.26 million to t 8,456.98 million at a CAGR of 34.45% between Fiscal 2023 and Fiscal 2025. Our revenue from operations during Fiscal 2025, Fiscal 2024 and Fiscal 2023 was t
8,456.98 million, Rs. 6,817.88 million and Rs. 4,678.26 million respectively. Our profit after tax has increased from Rs. 377.45 million to Rs. 1,036.06 million at a CAGR of 65.68% between Fiscal 2023 and Fiscal 2025. Our profit after tax for Fiscal 2025, Fiscal 2024 and Fiscal 2023 was Rs. 1,036.06 million, Rs.772.90 million and Rs. 377.45 million respectively.
SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULT OF OPERATIONS
Our business, results of operations, growth prospects, and financial condition are affected by a number of factors, including the following.
Macroeconomic and other factors affecting the condition of the financial services industry in India
We operate in the financial services industry in India, which is significantly affected, particularly by macroeconomic factors affecting India and, generally, by global macroeconomic factors. The Indian financial services industry is affected by a variety of factors including growth in Indias GDP, taxation and other policies of the Government of India, laws and regulations that affect the industry and, in particular, trading, political measures and regulatory developments, and general political stability. In addition, it is also affected by inflation, interest rate levels, change in consumer spending and saving patterns such as a shift from one category of investment to another, currency exchange rates and foreign investment. Other factors that affect the financial services industry include the monetary policies of large economies such as the United States and China, global economic instability or recession, geopolitical tensions, war or hostilities, cybersecurity threats or attacks and other forms of disruption to or curtailment of global communication, corporate frauds, political or other scandals that reduce investor confidence in capital markets. Any one or a combination of the aforementioned factors could have an adverse effect on the financial services industry in India. Further, a downturn in the capital markets, persistent or short term, could adversely impact trading and investment patterns. Stability, and lack of volatility, in the financial markets are, therefore, crucial to our continuing success.
We operate in an extensively regulated industry and the operations of our Company and Subsidiary are subject to multiple regulatory frameworks
We operate in an extensively regulated industry and are subject to statutory and regulatory framework of multiple regulatory bodies such as the SEBI, the BSE and NSE, ICEX, MCX, NSE IFSC, IIBX etc. Our Company is registered with SEBI as a stockbroker/proprietary trading member/ clearing member, distributor of mutual funds and other financial products, and as a research analyst. Our Company is inter alia also registered as a trading member in capital markets, futures and options, commodities etc of BSE and a trading member in capital markets, futures and options, interest rate futures and currency derivatives by NSE. Further, our Company is also registered as a corporate agent with the Insurance Regulatory And Development Authority of India. In addition, our Subsidiary operates in the International Financial Services Centre and is regulated by the relevant authorities including the NSE IFSC, India INX and IFSCA. All our business activities are therefore, extensively regulated by various regulatory entities and our Company and Subsidiary operate under multiple regulatory frameworks, and we are required to obtain and renew registrations and approvals under regulations issued by such regulatory authorities and, in particular, SEBI. For further details, see ‘GovernmentApprovals on page 396.
As mentioned above, our varied activities are subject to overlapping and divergent regulation in different jurisdictions and are dependent on law enforcement authorities, regulators or private parties who may challenge our compliance with existing laws and regulations, thereby prohibiting us from engaging in some of our business activities or subjected to limitations or conditions on our business activities. These limitations or conditions may limit our business activities and negatively impact our profitability.
We believe that significant regulatory changes in our industry are likely to continue, which is likely to subject industry participants to additional and generally more stringent regulations. The requirements imposed by SEBI and other regulators are designed to ensure the integrity of the financial markets and to protect investors and other third parties who deal with us and may not always align with the interests of our shareholders. Consequently, these regulations may serve to limit our activities and/or increase our costs, including through investor protection, compliance management and market conduct requirements. We are also dependent on changes in the interpretation or enforcement of existing laws and rules by SEBI and other governmental and regulatory authorities.
Performance of the Indian equity capital markets
A vast majority of our revenue and profits depends on the performance of the Indian equity capital markets. The Indian equity markets have witnessed significant growth in the Fiscal 2025 including in terms of market capitalisation of listed companies and the performance of benchmark indices. Further as per CARE Report, the average daily turnover on the NSE increased from t 534.3 billion in Fiscal 2023 to t 817.2 billion in Fiscal 2024. In Fiscal 2025, the average daily turnover on the NSE of cash market reached t 1,129.6 billion, a 38.23% increase over Fiscal 2024 at t 817.2 billion. Multiple factors affect the performance of the Indian equity capital markets such as trading volumes, regulatory environment, interest rates, liquidity and transparent and efficient functioning of the equity capital markets in India and these and other factors individually and in combination, are important for the continuous growth of our business. For instance, volatility in the equity markets could affect the value of our Clients portfolios and their trading and investing activities with us, which in turn may affect the amount of brokerage fees and commissions earned by us.
A significant majority of our revenue from operations is brokerage income which, in Fiscal 2025, Fiscal 2024, and Fisal 2023 was as set out below.
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| Amount (t) in million | (%) of revenue from operations | Amount (t) in million | (%) of revenue from operations | Amount (t) in million | (%) of revenue from operations | |
| Brokerage income | 4,294.03 | 50.77% | 3,955.62 | 58.02% | 2,741.16 | 58.59% |
High short-term volatility or persistent volatility could have an impact on trading and investment patterns, which could have a material impact on our results of operations and financial condition. Additionally, we are also dependent on revenues from margin funding, mutual funds commission income, income from distribution and sale of financial products etc., all of which are directly or indirectly dependent on the performance of the Indian equity capital markets. For details of the break-up of our revenue from operations from Broking Segment and Non-Broking Segment, see "Our Business on page 213.
While the Indian capital markets have witnessed significant increase, and the BSE Sensex and the NSE Nifty 50 witnessed a rise at a CAGR of 21.9% and 23.0%, respectively, between the bottom of Covid-19 (March 2020) to June 2025, there have been instances in the recent past which have adversely affected the equity capital markets. As per CARE Report, capital markets around the world are susceptible to macroeconomic risks and geo-political tensions. In line, Indias capital market has also been witnessing high volatility owing to COVID-19 pandemic, geo-political tensions between Russia-Ukraine, general elections, hostilities between Israel and Palestine/Lebanon/Iran, uncertainties around USA tariffs, etc.
Managing major cost elements such as employee costs and brokerage costs including through timely adoption of technology
Our ability to adequately manage our expenses will directly affect our results of operations and our profitability. Our expenses may be impacted by various factors macroeconomic conditions including increase in inflation, changes in laws and regulations, increased competition, adoption of new technologies and employee related expenses.
Our business model emphasises building and maintaining a relationship with our clients, including through relationship managers, and, consequently, our employee benefit expenses are the single largest element of our total expenses and in Fiscal 2025, Fiscal 2024, and Fisal 2023 our employee benefit expense were as set out below:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| Amount (Rs.) in million | (%) of revenue from operations | Amount (Rs.) in million | (%) of revenue from operations | Amount (Rs.) in million | (%) of revenue from operations | |
| Employee benefit expenses | 2,725.22 | 32.22% | 2,148.21 | 31.51% | 1,690.96 | 36.15% |
Further, given our business model, our employee cost will likely remain high in the foreseeable future. Further, as on March 31, 2025, March 31, 2024, and March 31, 2023 we had 1,125, 1,062, and 1,587 Authorised Persons respectively, with whom we have a brokerage sharing arrangement. In Fiscal 2025, Fiscal 2024 and Fisal 2023
our brokerage sharing expenses were Rs. 1,235.37 million, 1220.59 million, and Rs. 906.99 million, constituting 14.61%, 17.90%, and 19.39%, respectively, of our revenue from operations. We have invested a significant amount of management time and resources into developing our Digital Platforms and the usage of such platforms has witnessed significant growth. In Fiscal 2025, Fiscal 2024 and Fisal 2023 our revenue from transactions undertaken on our Digital Platforms was as below.
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| (Rs.) in million | (%) of Brokerage Income | (Rs.) in million | (%) of Brokerage Income | (Rs.) in million | (%) of Brokerage Income | |
| Revenue from Digital Platforms | 1,573.55 | 36.65% | 1,450.15 | 36.66% | 837.62 | 30.56% |
We expect that going forward our digital platforms will be increasingly relevant and critical to our operations and the success of these platforms and systems, which are highly scalable with incremental investments will be a key factor in our future growth. We will need to keep pace with advancements in technology including AI solutions, ML etc, and we will need to invest in developing technologies to maintain our position in the industry. All these factors will affect our expense profile and impact our financial condition and results of operations.
Competition
We face significant competition from leading full service domestic and international institutional broking houses, discount brokers and individual brokers. The Indian financial services industry is intensely competitive and the brokerage business is particularly competitive with a sizeable number of large and small operators. Further as per CARE Report, the Broking Segment is extremely fragmented with a large number of entities registered with SEBI. As of December 12, 2024, there are almost 4,895 SEBI registered brokers under the equity segment. Further, in the distribution business we also compete with various parties including investment advisors and scheduled commercial banks. We compete on the basis of a number of factors, including the execution of transactions, our products and services, innovation, relationship with clients, reputation and price. Some of our competitors may have larger presence across India and overseas, may benefit from economies of scale etc. Our ability to continue to grow our business will depend on our ability to successfully compete across business verticals and across geographies. For further details, see ‘Risk Factor - We operate in an intensely competitive environment and our ability to succeed and grow is dependent on our ability to effectively compete in all aspects of our business , on page 58.
Diversifying our product mix
Our revenue from operations comprises brokerage and related income, interest on Margin Trading Facility Book and distribution income and other income from operations. Set out in the table below is a break-up of the contribution of brokerage income, interest on Margin Trading Facility Book, distribution income and other income from operations in Fiscal 2025, Fiscal 2024, and Fiscal 2023 based on our Restated Consolidated Financial Information.
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| (Rs.) in million | (%) of our revenue from operations | (Rs.) in million | (%) of our revenue from operations | (Rs.) in million | (%) of our revenue from operations | |
| Broking and Related Services* | 5,102.72 | 60.34% | 4,578.12 | 67.15% | 3,172.67 | 67.82% |
| Interest on Margin Trading Facility Book | 1,142.82 | 13.51% | 759.25 | 11.14% | 542.16 | 11.59% |
| Distribution Income | 783.08 | 9.26% | 563.94 | 8.27% | 507.73 | 10.85% |
| Other income from operations** | 1,428.36 | 16.89% | 916.57 | 13.44% | 455.70 | 9.74% |
| Total | 8,456.98 | 100.00% | 6,817.88 | 100.00% | 4,678.26 | 100.00% |
* Includes Interest on Delayed payment by clients
* *Comprises mainly interest on fixed deposits, interest on government securities, interest on bonds, interest on financial assets etc.
As set out above, while the contribution of brokerage income to our revenue from operations has been reducing over time, due to an increase in absolute monetary terms of our revenue from other business verticals, it still constitutes a significant majority of our revenue from operations. While we consistently try to cross-sell our products and generate revenues from our other products, the contribution of such revenues to our revenue from operations has not increased significantly. Our success will, in part, also depend on our ability to grow our revenues from the sale of other products.
SIGNIFICANT ACCOUNTING POLICIES
(a) Functional and presentation of currency
The Restated Consolidated Financial Information are presented in Indian Rupees, which is our Companys functional currency and all amounts are rounded to the nearest rupees in Millions; except when otherwise stated.
(b) Basis of Measurement of Restated Financial Information
These Restated Consolidated Financial Information have been prepared on historical cost basis, except for certain financial instruments, which are measured at fair values at the end of each reporting period, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
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, regardless of whether that price is directly observable or estimated using another valuation technique. The accounting policies adopted in the preparation of the Restated Consolidation Financial Information are consistent with those followed in the previous year by the Group.
Fair Value Measurement
In addition, for financial reporting purpose, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurements in its entirety, which are described as follows:-
Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;
- Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
- Level 3 inputs are unobservable inputs for the assets or liability.
(c) Basis of Consolidation
The Restated Ind AS Consolidated Financial Information incorporates the financial statements of the Group. Control is achieved when the Group :
- has power over the investee;
- is exposed, or has rights, to variable returns from its involvement with the investee; and
- has the ability to use its power to affect its returns.
Subsidiary is fully consolidated from the date on which control is transferred to the Group. Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Subsidiary is deconsolidated from the date the control ceases.
The financial statements of the Group are combined on a line by line basis by adding together like items of assets, liabilities, equity, incomes, expenses and cash flows, after fully eliminating intra-group balances and intra-group transactions. Profits or losses resulting from intra-group transactions that are recognised in assets, such as Property, Plant and Equipment, are eliminated in full. The Restated Ind AS Consolidated Financial Information have been prepared using uniform accounting policies.
Subsidiary considered in Consolidated Financial Statements
| Name of the company | Date of incorporation | Ownership interest | Voting(%) |
| ANAND RATHI INTERNATIONAL VENTURES (IFSC) PRIVATE LIMITED (Gift City India) | 28th December 2016 | 100% | 100% |
(d) Critical Accounting Judgements and Key Sources of Estimation Uncertainty
The preparation of our Companys Restated Consolidated Financial Information requires management to make judgement, estimates and assumptions that affect the reported amount of revenue, expenses, assets and liabilities and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in next financial years.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.
(i) Depreciation / Amortisation and useful lives of property, plant and equipment: Company depreciates its tangible assets over the useful life of an Asset as prescribed under Part C of Schedule II of Companies Act, 2013. Company remeasures remaining useful life of an asset at the end of each reporting date.
(ii) Fair value measurement: Fair Value is a price of orderly transaction between market participants at the measurement date under current market conditions. Company determines Fair Value of Quoted Instruments from available market price. When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using appropriate valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility.
(iii) Provisions: Provisions are recognized when there is a present obligation (legal or constructive) as a result of past event; and it is probable that an outflow of resources will be required to settle the obligation. Management estimates it by using its best judgement of future cash outflow.
(iv) Taxes: Our Company periodically assesses its liabilities and contingencies related to income taxes for all years open to scrutiny based on latest information available. For matters where it is probable that an adjustment will be made, our Company records its best estimates of the tax liability in the current tax provision. The Management believes that it has adequately provided for the probable outcome of these matters.
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.
(v) Recognition and measurement of defined benefit obligations
The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation and attrition rate. The discount rate is determined by reference to market yields at the end of the reporting period on government securities.
(vi) Allowance for impairment of financial asset
Our Company applies expected credit loss model (ECL) for measurement and recognition of impairment loss. Our Company recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. At each reporting date, our Company assesses whether the loans have been impaired. Our Company is exposed to credit risk when the customer defaults on his contractual obligations. For the computation of ECL, the loan receivables are classified into three stages based on the default and the ageing outstanding. Our Company recognises life time expected credit loss for trade receivables and has adopted simplified method of
computation as per Ind AS 109. Our Company considers outstanding overdue for more than 90 days for calculation of expected credit loss.
(e) Current and Non-Current Classification
An asset shall be classified as current when it satisfies any of the following criteria:·
(a) it is expected to be realised in, or is intended for sale or consumption in, our Companys normal operating cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is expected to be realised within twelve months after the reporting date; or
(d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.
All other assets shall be classified as non-current.
A liability shall be classified as current when it satisfies any of the following criteria:·
(a) it is expected to be settled in our Companys normal operating cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is due to be settled within twelve months after the reporting date; or
(d) our Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities shall be classified as non-current.
(f) Property, Plant and Equipment & Intangible Assets and Depreciation & Amortisation Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated depreciation and impairment, if any. Direct costs in relation to the property, plant and equipment are capitalized until such assets are ready for use.
(i) Tangible Assets: Depreciation on tangible assets is provided on the straight-line method over the useful lives of assets estimated by the Management. Depreciation for assets purchased during a period is proportionately charged. The Management estimates the useful lives and residual values of the tangible assets as prescribed under Part C of Schedule II of the Companies Act 2013 as follows.
| Property, plant and equipment | Useful Life as per Schedule II | Useful Life adopted by our Company |
| Office Building | 60 years | 60 years |
| Office Equipments | ||
| - Others | 05 years | 05 years |
| - Air conditioner | 05 years | 15 years |
| Computer Equipments | ||
| - End user machines | 03 years | 08 years |
| - Servers and networks | 06 years | 08 years |
| Vehicles | 08 years | 08 years |
| Furnitures and fixtures | ||
| (As assessed by our Company) | 10 years | 13 years |
Note: The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the Property, plant and equipment are likely to be used.
(ii) Intangible Assets: Intangible assets are recorded at the consideration paid for the acquisition of such assets and are carried at cost less accumulated amortisation and impairment. Amortisation on intangible assets is provided on the straight-line method over the useful lives of assets estimated by the Management as per Part C of Schedule II of the Companies Act 2013 as provided below-
| Intangible assets | Useful Life as per Schedule II | Useful Life adopted by our Company |
| Softwares | 05 years | 07 years |
If any income is received from Capital WIP and Intangible Assets then earlier income is to be recognised under P&L but now it is to be capitalised.
(g) Financials Instruments
(i) Initial Recognition
Financial assets and financial liabilities are recognised when our Company becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss and ancillary costs related to borrowings) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in Statement of Profit and Loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest."
(ii) Classification & Measurement of Financial Assets
Financial assets are classified at Amortised Cost, Fair Value through Profit and Loss (FVTPL) and Fair Value through Other Comprehensive Income (FVTOCI) in the following categories:
Debt Instruments at amortised cost: Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for those designated at FVTPL on initial recognition)
• the asset is held within a business model whose objective is to hold asset to collect contractual cash flows; and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding
Debt Instruments at FVTOCI: Debt instruments that meet the following conditions are subsequently measured at FVTOCI (except for those designated at FVTPL on initial recognition)
• the asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets; and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding
Debt Instruments at FVTPL: Any debt instrument which is either initially designated at FVTPL or which does not meet the criteria for Amortised cost or FVTOCI is measured at FVTPL.
Effective Interest Method: Interest income from debt instruments is recognised using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset. When calculating the effective interest rate, our Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses.
Equity Instruments at FVTOCI: On initial recognition, our Company can make an irrevocable election (on an instrument by instrument basis) to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instruments. This election is not permitted if the instrument is held for trading. The cumulative gain or loss is not reclassified to the Statement of Profit and Loss on disposal of the investment.
Financial Assets at FVTPL: Investments in equity instruments are classified at FVTPL, unless they were irrevocably elected on initial recognition as FVOCI. Financial Assets at FVTPL are measured at Fair Value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in the Statement of Profit and Loss.
Dividends are recognised in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to our Company, and the amount of the dividend can be measured reliably.
(iii) Impairment of financial assets
Our Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost, FVOCI debt instruments, and other financial assets. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 49 details how our Company determines whether there has been a significant increase in credit risk.
For trade receivables only, our Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
(iv) Derecognition of financial assets
A financial asset is derecognised only when:
• Our Company has transferred the rights to receive cash flows from the financial asset or
• retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.
Where the entity has transferred an asset, our Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.
Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if our Company has not retained control of the financial asset. Where our Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.
(v) Financial Liabilities:
Financial liabilities which are held for trading or are designated at FVTPL are measured at fair value with changes being recognised in the statement of Proft and Loss.
Financial liabilities that are not held for trading and are not designated as at FVTPL, are measured at amortised cost. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method.
(vi) Derecognition of financial liabilities
Company derecognises financial liabilities when, and only when, our Companys obligations are discharged, cancelled or have expired. A substantial modification in the terms of an existing financial liability is accounted as a discharge of original financial liability and recognition of new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised as profit or loss.
(vii) Offsetting financial assets and liabilities
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, our Company has a legal right and ability to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
(viii) Deemed cost on transition to Ind AS: For transition to Ind AS, our Company had elected to continue with the carrying value of all its Investments and are measured as per the previous GAAP and had used that carrying value as its deemed cost on the transition date.
(h) Derivatives financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in the Statement of Profit and Loss.
(i) Impairment of Assets
Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amount may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value in use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent to those from other assets.
The Carrying Amount of Assets is reviewed at each Balance Sheet date if there is any indication of impairment based on internal/external factors. An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss, if any, is charged to Statement of Profit and Loss in the year in which an asset is identified as impaired. Reversal of impairment losses recognized in prior years is recorded when there is an indication that the impairment losses recognized for the assets no longer exists or have decreased.
(j) Cash and cash equivalent
(i) Cash and cash equivalents in the balance sheet comprise cash at bank and on hand and short-term deposit with original maturity upto three months, which are subject to insignificant risk of changes in value.
(ii) For the purpose of presentation in the statement of cash flows, cash and cash equivalents consists of cash and short-term deposit, as defined above.
(k) Borrowing Cost and Finance Charges
Borrowing cost attributable to acquisition and construction of qualifying assets are capitalized as a part of the cost of such assets up to the date when such assets are ready for its intended use. Other borrowing cost are charged to the statement of profit and loss in the period in which they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds and is measured with reference to the effective interest rate applicable to the respective borrowings.
(l) Leases
Our Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, our Company assesses whether: (i) the contract involves the use of an identified asset (ii) our Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) our Company has the right to direct the use of the asset.
At the date of commencement of the lease, our Company recognizes a right-of-use asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, our Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated on a straight-line basis over the lease term. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if our Company changes its assessment if whether it will exercise an extension or a termination option.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.
(m) Employee Benefits
Defined Contribution plan - Retirement benefit in the form of Provident Fund is a defined contribution scheme. Our Company is statutorily required to contribute a specified portion of the basic salary of an employee to a provident fund as a part of retirement benefits to its employees. The contributions during the period are charged to statement of profit and loss. Our Company recognizes contribution payable to the Provident Fund scheme as an expenditure when an employee renders related service.
Defined Benefit Plan - Gratuity, which is in the nature of Defined Benefit Schemes, are payable only to employees and accounted for on accrual basis. The Cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses are recognised in other comprehensive income in the period in which they occur and are not reclassified to the Statement of Profit and Loss.
Our Company has funded its Gratuity liability under group scheme with an Insurer. The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligations reduced by the fair value of the scheme assets. Any asset resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the scheme.
Short Term Employee Benefits - The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognized during the year when the employees render the service. These benefits include incentive which are expected to occur within twelve months after the end of the period in which the employee renders the related service.
(n) Revenue Recognition
Our Company assesses the nature, timing and extent of revenue based on performance obligations in its contracts/understanding/trade customs with customers & clients.
Revenue is recognised to the extent that is probable that the economic benefits will flow to our Company and the amount based on performance obligation can be reliably measured. Revenue is measured at the fair value of consideration received or receivable taking into account the amount of discounts.
1. Revenue from Broking income is recognised on trade date basis and is exclusive of goods and service tax and securities transaction tax (STT) wherever applicable.
2. Income related with Distribution income on Mutual Fund and other financial products is accounted on accrual basis.
3. Dividend income is accounted for when the right to receive the income is established.
4. Difference between the sale price and the carrying value of investment is recognised as profit or loss on sale/ redemption on investment on trade date of transaction.
5. Interest income is recognised on accrual basis.
(o) Taxes on Income
The tax expenses for the period comprises of current tax and deferred income tax. Tax is recognised in statement of profit or loss except to the extent that it relates to an item recognised directly in equity or in other comprehensive income.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognized in respect of carried forward tax losses and tax credits. Deferred tax is not recognized for:
- Temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of transaction;
- Temporary differences related to investment in subsidiary to the extent that our Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of a history of recent losses our Company recognizes a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realized. Deferred tax assets- unrecognized or recognized, are reviewed at each reporting date and are recognized /reduced to the extent that it is probable/no longer probable respectively that the related tax benefit will be realized.
Change in Rate of Income Tax
Our Company has opted for Section 115BAA of the Income Tax Act, 1961 for computing its tax liability.
(p) Investment Property
Investment properties are immovable properties such as land and buildings held to earn rentals and/ or for capital appreciation (including property under construction for such purposes). Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost, net of accumulated depreciation and accumulated impairment loss, if any.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in Statement of Profit and Loss in the period in which the Investment property is derecognised. Freehold land and properties under construction are not depreciated. Investment property are amortised on straight-line basis over the estimated useful life of assets. The useful life of Investment property is 60 years.
(q) Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when there is a present obligation (legal or constructive) as a result of past event; and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.
Provisions (excluding retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation.
Contingent Liabilities are possible but not probable obligations as on the Balance Sheet date, based on the available evidence. Contingent Liabilities are not recognised in the Restated Consolidated Financial Information.
Contingent Assets are neither recognized nor disclosed.
(r) Earning per share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders of our Company by the weighted average number of equity shares outstanding during the year.
Diluted earnings per share are computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year. For the purpose of calculating diluted earnings per share,
the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
(s) Cash Flow Statement
Cash flows statement is prepared using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature item of income or expenses associated with operating, investing or financing cash flows. The cash flows from operating, investing and financing activities of our Company are segregated.
(t) Foreign currency translation
The financial statements are presented in Indian currency (INR), which is our Companys presentation currency. It is necessary for the results and financial position of each individual entity included in the reporting entity to be translated into the currency in which the reporting entity presents its financial statements. As the reporting entity presents its financial statement in INR, our Companys financial statements are translated into INR.
Foreign currency transactions are translated into presentation currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the period end exchange rates are recognised in profit or loss.
Non-monetary items that are measured at fair value in the foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example translation differences on nonmonetary assets and liabilities such as equity instruments held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences or non-monetary assets such as equity investments classified as FVOCI are recognised in other comprehensive income.
The financial statements are translated from functional currency to presentation currency by using the following procedures:
(a) assets and liabilities for each balance sheet presented (i.e. including comparatives) shall be translated at the closing rate at the date of that balance sheet;
(b) income and expenses for each statement of profit and loss presented (i.e. including comparatives) shall be translated at exchange rates at the dates of the transactions or average rate during FY; and
(c) all resulting exchange differences shall be recognised in other comprehensive income.
NON-GAAP MEASURES
Earnings before Interest, Taxes, Depreciation and Amortization Expenses (EBITDA)/ EBITDA Margin/ / Interest Coverage Ratio / Net Debt to EBITDA ratio / Return on Capital Employed / Return on Equity
In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures are useful to investors in evaluating our operating performance and liquidity. We use the following Non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Non-GAAP financial information, when taken collectively with financial measures disclosed in the financial statements prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these Non-GAAP measures in isolation or as an alternative to financial measures.
EBITDA, EBITDA margin, interest coverage ratio, net debt to EBITDA ratio, return on capital employed and return on equity (Non-GAAP Measures) presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Further, EBITDA is not a measurement of our financial performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the periods or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or US GAAP.
In addition, Non-GAAP Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measure differently from us, limiting its usefulness as a comparative metric. Although Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company s management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a companys operating performance. See ‘Risk Factors - Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance such as EBITDA, EBITDA margin, interest coverage ratio, net debt to EBITDA ratio, return on capital employed and return on equity have been included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable. on page 74.
EBITDA and EBITDA Margin
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| (t million, unless otherwise stated) | |||
| Profit for the period/Year (I) | 1,036.06 | 772.90 | 377.45 |
| Other income (II) | 13.06 | 14.68 | 8.77 |
| Finance costs (III) | 1,467.11 | 965.40 | 494.60 |
| Depreciation and amortisation expense (IV) | 254.84 | 201.13 | 154.93 |
| Total tax expense (V) | 367.72 | 381.09 | 132.46 |
| EBITDA (VI = (I-II) +(III+IV+V)) | 3,112.67 | 2,305.84 | 1,150.67 |
| Revenue from operations (VII) | 8,456.98 | 6,817.88 | 4,678.26 |
| EBITDA Margin (%) (VI/VII) | 36.81% | 33.82% | 24.60% |
Interest coverage ratio
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| (t million, unless otherwise stated) | |||
| Profit for the period/Year (I) | 1,036.06 | 772.90 | 377.45 |
| Other income (II) | 13.06 | 14.68 | 8.77 |
| Finance costs (III) | 1,467.11 | 965.40 | 494.60 |
| Total tax expense (IV) | 367.72 | 381.09 | 132.46 |
| EBIT (V = (I-II) + (III+IV) | 2,857.83 | 2,104.71 | 995.74 |
| Finance Cost (VI) | 1,467.11 | 965.40 | 494.60 |
| Interest coverage ratio (times) (V/VI) | 1.95 | 2.18 | 2.01 |
Net Debt to Equity Ratio
| Particulars | As on March 31, 2025 | As on March 31, 2024 | As on March 31, 2023 |
| (t million, unless otherwise stated) | |||
| Borrowings (other than debt securities) (I) | 7,688.93 | 6,334.47 | 2,994.97 |
| Debt securities (II) | 1,366.72 | 2,457.96 | 1,235.00 |
| Particulars | As on March 31, 2025 | As on March 31, 2024 | As on March 31, 2023 |
| (Rs. million, unless otherwise stated) | |||
| Cash and cash equivalents (III) | 376.84 | 354.75 | 291.59 |
| Bank Balances other than Cash and Cash Equivalents* (IV) | 59.17 | 33.35 | 20.55 |
| Net Debt (V = (I+II) - III-IV) | 8,619.64 | 8,404.33 | 3,917.83 |
| Equity Share Capital (VI) | 221.78 | 221.78 | 201.62 |
| Other Equity (VII) | 4,815.79 | 3,704.80 | 2,450.72 |
| Total Equity (VIII = VI+VII) | 5,037.57 | 3,926.58 | 2,652.34 |
| Net debt to Equity ratio (V / VIII) | 1.71 | 2.14 | 1.48 |
*Bank balances are excluded since the fixed deposits are on lien with exchanges/clearing corporations. Return on capital employed
| Particulars | As on and for the year ended March 31, 2025 | As on and for the year ended March 31, 2024 | As on and for the year ended March 31, 2023 |
| (Rs. million, unless otherwise stated) | |||
| Equity Share Capital (I) | 221.78 | 221.78 | 201.62 |
| Other Equity (II) | 4,815.79 | 3,704.80 | 2,450.72 |
| Total Equity (III = I+II) | 5,037.57 | 3,926.58 | 2,652.34 |
| Borrowings (other than debt securities) (IV) | 7,688.93 | 6,334.47 | 2,994.97 |
| Debt securities (V) | 1,366.72 | 2,457.96 | 1,235.00 |
| Capital Employed (VI = III+IV+V)) | 14,093.22 | 12,719.01 | 6,882.31 |
| Average Capital Employed (VII) | 13,406.12 | 9,800.66 | 5,955.74 |
| Profit for the period/Year (VIII) | 1,036.06 | 772.90 | 377.45 |
| Other income (IX) | 13.06 | 14.68 | 8.77 |
| Finance costs (X) | 1,467.11 | 965.40 | 494.60 |
| Total tax expense (XI) | 367.72 | 381.09 | 132.46 |
| EBIT (XII = (VIII-IX) + (X+XI) | 2,857.83 | 2,104.71 | 995.74 |
| Return on capital employed (%) (XII/VII) | 21.32% | 21.48% | 16.72% |
Return on Equity
| Particulars | As on and for the year ended March 31, 2025 | As on and for the year ended March 31, 2024 | As on and for the year ended March 31, 2023 |
| (Rs. million, unless otherwise stated) | |||
| Equity Share Capital (I) | 221.78 | 221.78 | 201.62 |
| Other Equity (II) | 4,815.79 | 3,704.80 | 2,450.72 |
| Particulars | As on and for the year ended March 31, 2025 | As on and for the year ended March 31, 2024 | As on and for the year ended March 31, 2023 |
| (Rs. million, unless otherwise stated) | |||
| Total Equity (III = I+II) | 5,037.57 | 3,926.58 | 2,652.34 |
| Average Total Equity (IV) | 4,482.07 | 3,289.46 | 2,463.14 |
| Profit for the period/Year (V) | 1,036.06 | 772.90 | 377.45 |
| Return on Equity (%) (V/IV) | 23.12% | 23.50% | 15.32% |
PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS Income
Income comprises revenue from operations and other income.
Revenue from operations Revenue from operations comprises:
(i) Fees and Commission income viz., income from (a) brokerage, (b) depository operations, (c) mutual fund distribution activities, (d) referral commission, (e) distribution and sale of financial products, (f) marketing and advisory services, and (g) business support services.
(ii) Interest Income (on financial assets measured at amortised cost) viz., (a) on loans (margin funding), (b) on delayed payment charges (c) on deposits with banks (d) from investments in bonds that are held for trading, (e) other interest income on income tax refund and financial assets.
(iii) Net gain on fair value changes on financial instruments.
Other income
Other income primarily comprises (i) rent income and (ii) miscellaneous income.
Expenses
Our expenses comprise (i) employee benefits expense, (ii) fees and commission expense, (iii) impairment on financial instruments, (iv) finance costs, (v) depreciation and amortisation expenses, and (vi) other expenses.
Finance costs
Finance costs comprise (i) interest on (a) borrowings, (b) debt securities, (c) lease obligations and (ii) bank charges (bank charges primarily comprised commission on bank guarantee).
Fees and commission expense
Fees and commission expense comprises brokerage sharing costs and depository charges.
Impairment on financial instruments
Impairment on financial instruments comprises i.e. trade receivables, measured at amortised cost.
Employee benefits expense
Employee benefit expenses comprise salaries and wages, contribution to provident fund and others, share based payment to employees, and staff welfare expenses.
Depreciation and amortisation expense
Depreciation and amortization expense comprises (i) depreciation expenses on (a) property, plant and equipment (b) on right of assets, and (c) investment property and (ii) amortisation expenses on other intangible assets.
Other expenses
Other expenses comprise primarily rent, business promotion and marketing expenses, business support charges, travelling and conveyance expense, legal and professional charges, stock exchange expenses, and computer and software expenses.
RESULTS OF OPERATIONS
The following table provides certain information with respect to our results of operations for Fiscal 2025, Fiscal 2024, and Fiscal 2023 from our Restated Consolidated Financial Information and each item as a percentage of total income for the periods indicated.
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| (Rs.) in million | (%) of Total Income | (Rs.) in million | (%) of Total Income | (Rs.) in million | (%) of Total Income | |
| INCOME | ||||||
| Revenue from Operations | 8,456.98 | 99.85% | 6,817.88 | 99.79% | 4,678.26 | 99.81% |
| Other Income | 13.06 | 0.15% | 14.68 | 0.21% | 8.77 | 0.19% |
| Total Income | 8,470.04 | 100.00% | 6,832.56 | 100.00% | 4,687.03 | 100.00% |
| EXPENSES | ||||||
| Finance Costs | 1,467.11 | 17.32% | 965.40 | 14.13% | 494.60 | 10.55% |
| Fees and commission expense | 1,279.86 | 15.11% | 1,260.43 | 18.45% | 945.24 | 20.17% |
| Impairment on financial instruments | 11.89 | 0.14% | 10.80 | 0.16% | 0.00 | 0.00% |
| Employee benefit expense | 2,725.22 | 32.17% | 2,148.21 | 31.44% | 1,690.96 | 36.08% |
| Depreciation and amortisation expenses | 254.84 | 3.01% | 201.13 | 2.94% | 154.93 | 3.31% |
| Other expenses | 1,327.34 | 15.67% | 1,092.60 | 15.99% | 891.39 | 19.02% |
| Total Expenses | 7,066.26 | 83.43% | 5,678.57 | 83.11% | 4,177.12 | 89.12% |
| Profit before tax | 1,403.78 | 16.57% | 1,153.99 | 16.89% | 509.91 | 10.88% |
| Tax expense | ||||||
| - Current tax | 363.47 | 4.29% | 294.56 | 4.31% | 135.91 | 2.90% |
| - Deferred tax | 4.25 | 0.05% | 86.53 | 1.27% | -3.45 | -0.07% |
| Total tax expense | 367.72 | 4.34% | 381.09 | 5.58% | 132.46 | 2.83% |
| Profit for the period | 1,036.06 | 12.23% | 772.90 | 11.31% | 377.45 | 8.05% |
| Other Comprehensive Income/(Loss) | ||||||
| (A) (i) Items that will not be reclassified to profit or loss | ||||||
| Remeasurement of Defined Benefit Plan | (20.95) | (0.25%) | 0.67 | 0.01% | (2.76) | (0.06%) |
| (ii) Less: Income tax relating to items that will not be reclassified to profit or loss | 5.23 | 0.06% | (0.18) | 0.00% | 0.69 | 0.01% |
| (B) (i) Items that will be reclassified to profit or loss | ||||||
| Exchange difference on translation from | 1.23 | 0.01% | 0.85 | 0.01% | 3.01 | 0.06% |
| functional currency to presentation currency | ||||||
| (ii) Less: Income tax relating to items that will be reclassified to profit or loss | 0.00 | 0.00% | 0.00 | 0.00% | 0.00 | 0.00% |
| Total Other Comprehensive Income/(Loss) | (14.49) | (0.17%) | 1.34 | 0.02% | 0.94 | 0.02% |
| Total Comprehensive Income for the Period | 1,021.57 | 12.06% | 774.24 | 11.33% | 378.39 | 8.07% |
FISCAL 2025 COMPARED TO FISCAL 2024 Total income
Our total income increased by t 6,832.56 million in Fiscal 2024 to t 8,470.04 million in Fiscal 2025, primarily due to an increase in (i) interest income and (ii) fees and commission income.
Revenue from operations
Our revenue from operations increased by 24.04% from t 6,817.88 million in Fiscal 2024 to t 8,456.98 million in Fiscal 2025 due to an increase in:
(i) Interest income by 49.32% from t 2,150.82 million in Fiscal 2024 to t 3,211.53 million in Fiscal 2025 due to an increase primarily in (a) interest on margin funding loans to clients t 1,142.82 million in Fiscal 2025, on account the increase in the margin funding loans from t 6,172.93 million as on March 31, 2024, to t 6,855.13 million as on March 31, 2025 (b) interest on delayed payment by clients from t 478.43 million in Fiscal 2024 to t 656.98 million in Fiscal 2025 (c) interest on deposit with banks from t 897.39 million in Fiscal 2024, to t 1,398.17 million in Fiscal 2025 on account of an increase in fixed deposits created out of Clients funds from t 11,517.62 million as on March 31, 2024 to t 17,539.19 million as on March 31, 2025.
(ii) Fees and commission income by 12.33% from t 4,666.87 million in Fiscal 2024 to t 5,242.15 million in Fiscal 2025 due to an increase primarily in (a) brokerage income from t 3,955.62 million in Fiscal 2024 to t 4,294.03 million in Fiscal 2025 on account of an increase in average daily turnover (ADTO) i.e. the Companys daily average turnover at exchanges in the ‘Equity Cash segment by 23.72% during Fiscal 2025 as compared to Fiscal 2024, (b) mutual fund commission income from t 185.33 million in Fiscal
2024 to t 318.83 million in Fiscal 2025 on account of an increase in mutual fund amount under distribution from t 39,614.56 million in Fiscal 2024, to t 49,494.52 million in Fiscal 2025; and (c) increase in referral commission income from t 124.59 million in Fiscal 2024 to t 202.45 million in Fiscal
2025 on account of an increase in assets under distribution for portfolio management services and alternative Investment funds from t 9,431.34 million in Fiscal 2024, to t 15,103.75 million in Fiscal 2025.
Other income
Our other income decreased by 11.04% from t 14.68 million in Fiscal 2024 to t 13.06 million in Fiscal 2025 to primarily due to a decrease in miscellaneous income from t 11.33 million to t 9.77 million due to reduced deductions of advances against brokerage schemes.
Total expenses
Our total expenses increased by 24.44% from t 5,678.57 million in Fiscal 2024 to t 7,066.26 million in Fiscal 2025 primarily due to an increase in finance costs, fees and commission expense, employee benefits expense and other expenses.
Finance costs
Our finance costs increased by 51.97% from Rs. 965.40 million in Fiscal 2024 to Rs. 1,467.11 million in Fiscal 2025. This increase primarily due to an increase in (i) interest on borrowing from Rs. 692.61 million in Fiscal 2024 to Rs. 1,094.37 million in Fiscal 2025 and (ii) interest on debt securities from Rs. 161.21 million in Fiscal 2024 to Rs. 257.08 million in Fiscal 2025 on account of increased requirement for working capital in our Company, which was partially offset by a decrease in bank charges from 88.63 million in Fiscal 2024 to Rs. 80.78 million in Fiscal 2025.
Fees and commission expenses
Our fees and commission expenses increased by 1.54% from Rs. 1,260.43 million in Fiscal 2024 to Rs. 1,279.86 million in Fiscal 2025 primarily due to an increase in revenue from Authorised Persons from Rs. 1,885.05 million in Fiscal 2024 to Rs. 2,146.49 million in Fiscal 2025 on account of growth in the business generated through Authorised Persons and the consequent increase in the aggregate commission paid out.
Impairment on financial instruments
Impairment on trade receivables increased from Rs. 10.80 million in Fiscal 2024 to 11.89 million in Fiscal 2025 primarily due to rise in revenue from operations from Rs. 6,817.88 million in Fiscal 2024 to Rs. 8,456.98 million and commensurate impairment thereof.
Employee benefits expense
Our employee benefits expense increased by 26.86% from Rs. 2,148.21 million in Fiscal 2024 to Rs. 2,725.22 million in Fiscal 2025 primarily due to an increase in salaries and wages from Rs. 2,044.01 million in Fiscal 2024, to Rs. 2,515.54 million in Fiscal 2025 and an attendant increase in contribution to provident fund and other funds and staff welfare expenses due to an increase in the number of employees from 1,873 as on March 31, 2024, to 2,082 as on April 1, 2025 and in particular, increase in the number of members of sales team from 1,158, to 1,291 during the same period.
Depreciation and amortisation expense
Depreciation and amortisation expense increased by 26.70% from Rs. 201.13 million in Fiscal 2024 to Rs. 254.84 million in Fiscal 2025 primarily due to an increase in the depreciation on right of use assets from Rs. 112.57 million in Fiscal 2024 to Rs. 173.64 million in Fiscal 2025 due to additions to right of use assets from Rs. 229.28 million Fiscal 2024, Rs. 231.70 million for Fiscal 2025 and depreciation on property, plant and equipment from Rs. 51.73 million in Fiscal 2024 to Rs. 51.50 million in Fiscal 2025 which was partially offset by a decrease in amortisation expense on other intangible assets from Rs. 35.60 million in Fiscal 2024 to Rs. 29.08 million in Fiscal 2025.
Other expenses
Other expenses increase by 21.48% from Rs. 1,092.60 million in Fiscal 2024 to Rs. 1,327.34 million in Fiscal 2025 to primarily due to an increase in (i) business promotion and marketing expenses from Rs. 146.24 million in Fiscal 2024 to Rs. 189.54 million in Fiscal 2025; (ii) business support charges from Rs. 266.13 million in Fiscal 2024 to Rs. 303.09 million in Fiscal 2024 for enhancement of systems with the services of our group company; (iii) legal and professional charges from Rs. 72.29 million in Fiscal 2024, to Rs. 82.24 million in Fiscal 2025; and (iv) travelling and conveyance expenses from Rs. 79.75 million in Fiscal 2024 to Rs. 97.58 million in Fiscal 2025.
Profit before tax
On account of the foregoing factors, our profit before tax increased by 21.65% from Rs. 1,153.99 million in Fiscal 2024 to Rs. 1,403.78 million in Fiscal 2025.
Tax expenses
Total tax expense decreased by 3.51%, from Rs. 381.09 million in Fiscal 2024, to Rs. 367.72 million in Fiscal 2025 to primarily due to a reduction in deferred tax from Rs. 86.53 million in Fiscal 2024 to Rs. 4.25 million in Fiscal 2025.
Profit for the period
On account of the foregoing factors, our profit for the period increased by 34.05% from to t 772.90 million in Fiscal 2024 to t 1,036.06 million in Fiscal 2025.
FISCAL 2024 COMPARED TO FISCAL 2023
Total income
Our total income increased by 45.78% from t 4,687.03 million in Fiscal 2023 to t 6,832.56 million in Fiscal 2024, primarily due to an increase in (i) interest income and (ii) fees and commission income.
Revenue from operations
Our revenue from operations increased by 45.74% from t 4,678.26 million in Fiscal 2023 to t 6,817.88 million in Fiscal 2024 due to an increase in:
(iii) Interest income by 63.93% from t 1,312.05 million in Fiscal 2023 to t 2,150.82 million in Fiscal 2024 due to an increase primarily in (a) interest on margin funding loans to clients t 542.16 million in Fiscal 2023 to t 759.25 million in Fiscal 2024, on account the increase in the margin funding loans from t 3,766.38 million as on March 31, 2023 to t 6,172.93 million as on March 31, 2024, (b) interest on delayed payment by clients from t 336.05 million in Fiscal 2023 to t 478.43 million in Fiscal 2024 and (c) interest on deposit with banks from t 422.80 million in Fiscal 2023 to t 897.39 million in Fiscal 2024, on account of an increase in fixed deposits created out of Clients funds from t 8,691.12 million as on March 31, 2023 to t 11,517.62 million as on March 31, 2024. Additionally, during Fiscal 2024, our Company has created fixed deposits aggregating t 3,507.00 million out of its own funds for creating bank guarantees.
(iv) Fees and commission income by 38.87% from t 3,360.52 million in Fiscal 2023 to t 4,666.87 million in Fiscal 2024 due to an increase primarily in (a) brokerage income from t 2,741.16 million in Fiscal 2023 to t 3,955.62 million in Fiscal 2024 on account of an increase in average daily turnover (ADTO) i.e. the Companys daily average turnover at exchanges in the ‘Equity Cash segment by 70% and ‘Equity F&O by 128% during Fiscal 2024 as compared to Fiscal 2023, (b) mutual fund commission income from t 145.17 million in Fiscal 2023 to t 185.33 million in Fiscal 2024 on account of an increase in mutual fund amount under distribution from t 26,575.49 million in Fiscal 2023 to t 39,614.56 million in Fiscal 2024, which was partially offset by a decrease in income from the distribution and sale of financial products from t 191.72 million in Fiscal 2023 to t 154.66 million in Fiscal 2024 on account of a reduction in the average value of products sold.
Other income
Our other income increased by 67.53% from t 8.77 million in Fiscal 2023 to t 14.68 million in Fiscal 2024 primarily due to an increase in miscellaneous income from t 7.48 million to t 11.33 million due to rise in registration/cancellation of Authorised Persons.
Total expenses
Our total expenses increased by 35.94% from t 4,177.12 million in Fiscal 2023 to t 5,678.57 million in Fiscal 2024 primarily due to an increase in finance costs, fees and commission expense, employee benefits expense and other expenses.
Finance costs
Our finance costs increased by 95.19% from t 494.60 million in Fiscal 2023 to t 965.40 million in Fiscal 2024. This increase primarily due to an increase in (i) interest on borrowing from t 333.06 million in Fiscal 2023 to t 692.61 million in Fiscal 2024 and (ii) interest on debt securities from t 46.51 million in Fiscal 2023 to t 161.21 million in Fiscal 2024 on account of increased requirement for working capital in our Company, which was partially offset by a decrease in bank charges from t 100.81 million in Fiscal 2023 to 88.63 million in Fiscal 2024.
Fees and commission expenses
Our fees and commission expenses increased by 33.34% from Rs. 945.24 million in Fiscal 2023 to Rs. 1,260.43 million in Fiscal 2024 primarily due to an increase in revenue from Authorised Persons from Rs. 1,385.50 million in Fiscal 2023 to Rs. 1,885.05 million in Fiscal 2024 on account of growth in the business generated through Authorised Persons and the consequent increase in the aggregate commission paid out.
Impairment on financial instruments
Impairment on trade receivables increased from ‘Nil in Fiscal 2023 to Rs. 10.80 million in Fiscal 2024 since during Fiscal 2023, our Company had reversed ‘provision for credit impaired since the amount was recovered, and therefore the amount was shown under Other Income during Fiscal 2023.
Employee benefits expense
Our employee benefits expense increased by 27.04% from Rs. 1,690.96 million in Fiscal 2023 to Rs. 2,148.21 million in Fiscal 2024 primarily due to an increase in salaries and wages from Rs. 1,602.33 million in Fiscal 2023 to Rs. 2,044.01 million in Fiscal 2024, and an attendant increase in contribution to provident fund and other funds and staff welfare expenses due to an increase in the number of employees from 1,746 as on April 1, 2023 to 1,873 on March 31, 2024, and in particular, increase in the number of members of sales team from 1,078 to 1,158, during the same period.
Depreciation and amortisation expense
Depreciation and amortisation expense increased by 29.82% from Rs. 154.93 million in Fiscal 2023 to Rs. 201.13 million in Fiscal 2024 primarily due to an increase in the depreciation on right of use assets from Rs. 69.74 million in Fiscal 2023 to Rs. 112.57 million in Fiscal 2024 due to additions to right of use assets from Rs. 100.10 million for Fiscal 2023 to Rs. 229.28 million Fiscal 2024, and depreciation on property, plant and equipment from Rs. 47.57 million in Fiscal 2023 to Rs. 51.73 million in Fiscal 2024 which was partially offset by a decrease in amortisation expense on other intangible assets from Rs. 37.32 million in Fiscal 2023 to Rs. 35.60 million in Fiscal 2024.
Other expenses
Other expenses increase by 22.57% from Rs. 891.39 million in Fiscal 2023 to Rs. 1,092.60 million in Fiscal 2024 primarily due to an increase in (i) rent from Rs. 114.27 million in Fiscal 2023 to Rs. 135.44 million in Fiscal 2024 due to rise in own branches from 79 as on Fiscal 2023 to 92 as on Fiscal 2024, (ii) business support charges from Rs. 136.93 million in Fiscal 2023 to Rs. 266.13 million in Fiscal 2024 to enhancement of systems with the services of our group company and (ii) legal and professional charges from Rs. 51.34 million in Fiscal 2023 to Rs. 72.29 million in Fiscal 2024, which was partially offset by a decrease in (i) business promotion and marketing expenses from Rs. 157.34 million in Fiscal 2023 to Rs. 146.24 million in Fiscal 2024 and (ii) travelling and conveyance expenses from Rs. 81.92 million in Fiscal 2023 to Rs. 79.75 million in Fiscal 2024.
Profit before tax
On account of the foregoing factors, our profit before tax increased by 126.31% from Rs. 509.91 million in Fiscal 2023 to Rs. 1,153.99 million in Fiscal 2024.
Tax expenses
Total tax expense increased by 187.70%, from Rs. 132.46 million in Fiscal 2023 to Rs. 381.09 million in Fiscal 2024, primarily due to an increase in the profit before tax driven by an increase in our revenue from operations.
Profit for the period
On account of the foregoing factors, our profit for the period increased by 104.77% from Rs. 377.45 million in Fiscal 2023 to Rs. 772.90 million in Fiscal 2024.
Liquidity and capital resources
As on March 31, 2025, our Company had a sum of t 376.84 million in cash and cash equivalents (balance with banks in current accounts including cash).
Historically, our Company has been able to finance the growth of our business through the funds generated from our operations, debt facilities from banks, funds raised through the issue of non-convertible debentures and equity infusion. Our Company believes that, with the portion of the Offer Proceeds which will be utilised for working capital, it will have sufficient capital to meet its anticipated capital requirements for working capital requirements for the 12 months following the date of this Red Herring Prospectus.
The following table sets forth certain information concerning our cash flows for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Net cash flow from operating activities (A) | 6,918.14 | 1,869.12 | 151.48 |
| Net cash from investing activities (B) | (5,774.17) | (5,992.50) | (1,366.63) |
| Net cash flow from financing activities (C) | (1,123.11) | 4,185.69 | 1,080.96 |
| Net increase/(decrease) in cash and cash equivalents (A+B+C) | 375.61 | 353.90 | 288.58 |
Cash flow from operating activities
Fiscal 2025
Our net cash flow generated from operating activities in Fiscal 2025 was t 6,918.14 million. While our net profit before tax was t 1,403.78 million our operating profit before working capital changes was t 1,748.04 million primarily due to adjustments for (i) depreciation and amortisation expense of t 254.84 million, (ii) interest income of t (1,411.73) million and (iii) interest expense of t 1,386.33 million. Working capital changes included primarily an increase in (i) trade receivables of t 73.39 million, (ii) loans of t 682.20 million, (iii) trade payables of t
6.343.36 million. This was further adjusted by taxes paid (net) of t 368.78 million.
Fiscal 2024
Our net cash flow generated from operating activities in Fiscal 2024 was t 1,869.12 million. While our net profit before tax was t 1,153.99 million our operating profit before working capital changes was t 1,344.78 million primarily due to adjustments for (i) depreciation and amortisation expense of t 201.13 million, (ii) interest income of t (913.14) million and (iii) interest expense of t 876.77 million. Working capital changes included primarily an increase in (i) trade receivables of t 442.79 million, (ii) loans of t 2,406.56 million, (iii) trade payables of t 3,429.08 million. This was further adjusted by taxes paid (net) of t 216.91 million.
Fiscal 2023
Our net cash flow generated from operating activities in Fiscal 2023 was t 151.48 million. While our net profit before tax was t 509.91 million our operating profit before working capital changes was t 633.15 million primarily due to adjustments for (i) depreciation and amortisation expense of t 154.93 million, (ii) interest income of t (433.84) million and (iii) interest expense of t 393.79 million. Working capital changes included primarily an increase in (i) trade receivables of t 622.77 million, (ii) loans of t 719.75 million, (iii) trade payables of t 1,045.18 million. This was further adjusted by taxes paid (net) of t 168.23 million.
Cash flow from investing activities
Fiscal 2025
Net cash flow used in investing activities in Fiscal 2025, was t (5,774.17) million which comprised primarily purchase of (i) property, plant and equipment of t 158.69 million, (ii) right of use assets of t 231.70 million, and investment in fixed deposit (net) of t 6,621.85 million which was partially offset by and interest received of t
1.237.36 million.
Fiscal 2024
Net cash flow used in investing activities in Fiscal 2024, was t (5,992.50) million which comprised primarily purchase of (i) property, plant and equipment of t 125.04 million, (ii) right of use assets of t 229.28 million and investment in fixed deposit (net) of t 6,396.25 million which was partially offset by interest received of t 717.94 million.
Fiscal 2023
Net cash flow used in investing activities in Fiscal 2023, was t (1,366.63) million which comprised primarily purchase of (i) property, plant and equipment of t 89.42 million, (ii) right of use assets of t 100.10 million (iii) investment property of t 77.74 million and investment in fixed deposit (net) of t 1,661.76 million which was partially offset by proceeds from disposal of property, plant & equipment of t 59.65 million and interest received of t 522.24 million.
Cash flow from (used in) financing activities
Fiscal 2025
Net cash flow from financing activities in Fiscal 2025 was t (1,123.11) million comprising primarily proceeds from (i) proceeds from debt securities of t (1,091.24) million, and (ii) borrowings (other than debt securities) of t 1,354.46 million, which was partially offset by interest paid of t 1,351.45 million.
Fiscal 2024
Net cash flow from financing activities in Fiscal 2024 was t 4,185.69 million comprising primarily proceeds from (i) the rights issue of equity shares and premium on the rights issue of equity shares of t 20.16 million and t 479.84 million, respectively, (ii) debt securities of t 1,222.96 million, (iii) borrowings (other than debt securities) of t 3,339.50 million which was partially offset by interest paid of t 853.82 million.
Fiscal 2023
Net cash flow from financing activities in Fiscal 2023 was t 1,080.96 million comprising primarily proceeds from (i) debt securities of t 1,235.00 million, (ii) borrowings (other than debt securities) of t 239.75 million which was partially offset by interest paid of t 379.57 million.
CONTINGENT LIABILITIES AND COMMITMENTS
Set out below are the contingent liabilities as on March 31, 2025, March 31, 2024 and March 31, 2023: Contingent liabilities
| Particulars | As at | ||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| Other money for which the company is contingently liable. | |||
| (c) Bank guarantees obtained in favour of exchanges | 3,773.40 | 3,504.40 | 5,950.00 |
| Claims against the company not acknowledged as debt | |||
| (c) Cases against our Company by clients | 25.37 | 18.84 | 11.15 |
| Particulars of statutory dues | Period related to which it is due | As at | ||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||
| GST liability | Fiscal 2019 | 8.42 | 11.14 | - |
| Fiscal 2020 | 1.76 | 3.62 | - | |
| Fiscal 2021 | - | 2.27 | - | |
| Fiscal 2024 | 1.80 | - | - | |
| Particulars of statutory dues | Period related to which it is due | As at | ||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||
| Income tax liability | Fiscal 2016 | 12.55 | 13.29 | - |
| Fiscal 2018 | 1.04 | - | - | |
| Fiscal 2019 | 0.85 | - | - | |
| Fiscal 2020 | 0.68 | - | - | |
| Fiscal 2021 | 0.52 | - | - | |
| Fiscal 2023 | 0.01 | - | - | |
| Cumulative TDS Demand | 2.45 | - |
- |
|
| Service tax liability | July 2012 to March 2017 | - | - |
114.93 |
We do not have any outstanding commitments. FINANCIAL ASSETS
| Particulars | As at | ||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| Cash and cash equivalents | 376.84 | 354.75 | 291.59 |
| Bank balances other than cash and cash equivalents | 21,961.54 | 15,339.69 | 8,943.44 |
| Receivables | |||
| - Trade Receivables | 2,531.60 | 2,470.09 | 2,038.08 |
| Loans | 6,855.13 | 6,172.93 | 3,766.38 |
| Investments | 64.98 | 25.43 | 90.91 |
| Other financial assets | 867.75 | 664.06 | 399.48 |
| Total financial assets | 32,657.84 | 25,026.95 | 15,529.88 |
FINANCIAL LIABILITIES
| Particulars | As at | ||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| Trade payables | |||
| (a) Total outstanding dues of micro enterprises and small enterprises | 1.27 | 0.57 | 0.01 |
| (b) Total outstanding dues of creditors other than micro enterprises and small enterprises | 18,558.54 | 12,215.88 | 8,787.36 |
| Debt securities | 1,366.72 | 2,457.96 | 1.235.00 |
| Borrowings (other than debt securities) | 7,688.93 | 6,334.47 | 2,994.97 |
| Deposits | 85.84 | 86.31 | 93.21 |
| Other financial liabilities | 346.94 | 290.16 | 168.73 |
| Total financial liabilities | 28,048.24 | 21,385.35 | 13,279.28 |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or which we believe are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, operating results, liquidity, capital expenditure or capital resources.
Related Party Transactions
We have engaged in the past, and may engage in the future, in transactions with related parties, including with our Directors and Group Companies on an arms length basis, in compliance with applicable law. Such transactions could be for remuneration to directors, loans availed from such related parties, business support
income and charges, brokerage and related services, brand charges etc. For further details of our related party transactions, please see ‘Restated Consolidated Financial Information - Note 43 - Related Party Disclosures on page 319.
Summary of reservations or qualifications or matters of emphasis or adverse remarks of auditors
Our Restated Consolidated Financial Information do not contain any qualifications, reservations or matters of emphasis.
Change in accounting policies
Other than as disclosed in the Restated Consolidated Financial Information, there have been no changes in accounting policies during the last three Fiscals.
Quantitative and Qualitative Disclosures About Market Risk
Our activities expose us to the following risks arising from financial instruments:
i. Liquidity risk;
ii. Credit risk; and
iii. Market risk.
Our Companys Board of Directors has overall responsibility for the establishment and oversight of our Companys risk management framework. Our Companys Board of Directors has established processes to ensure that the executive management controls risks through the mechanism of a properly defined framework. Our Companys risk management policies are established to identify and analyse the risks faced by our Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed by the board annually to reflect changes in market conditions and our Companys activities.
Liquidity risk
Liquidity risk is the risk that our Company will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. Our Companys approach to managing liquidity is to ensure, as far as possible, that we will have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our Companys reputation.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the cash flows generated from operations to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, our Companys treasury maintains flexibility in funding by maintaining availability under committed credit lines.
Credit risk
Credit risk is the risk of financial loss to our Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from our Companys receivables from customers, security deposits and investment securities. Customer credit risk is managed by our Company as per its policy, procedures and control relating to customer credit risk.
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 comprises three types of risk:
i. Currency risk;
ii. Interest rate risk; and
iii. Other price risk such as equity price risk etc.
Currency risk
Our Company is exposed to foreign exchange risk arising from foreign currency transactions with respect to the USD. Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign currency rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than in Indian Rupees.
Interest rate risk
On borrowings
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. Exposure to interest rate arises inter alia due to our borrowings that have been availed on floating interest rate.
Other price risk such as equity price risk
Our Companys Board of Directors reviews and approves all equity investment decisions.
Seasonality / Cyclicality of business
While our Companys business is not subject to seasonal changes, we are affected by the trends in the Indian economy, particularly those affecting the financial services industry.
Unusual or infrequent events or transaction
Except as set out in this Red Herring Prospectus, there have been, to our knowledge, no unusual or infrequent events or transactions that have in the past, or may in the future, affect our business operations or future financial performance.
Extent to which material increases in net sales or revenue are due to increased sales volume, and increased sales prices
The reasons for the increase in revenue from operations and total income has been described above under ‘Fiscal 2025 compared with Fiscal 2024 and ‘Fiscal 2024 compared with Fiscal 2023 on pages 361, and 363, respectively.
Total turnover of each major industry segment in which our Company operated
Our Company operates primarily in the business of ‘stock broking which we recognise as our ‘sole business segment in terms of our Restated Consolidated Financial Information. We also engage in, amongst others, the margin funding, commodities broking and distribution of mutual funds and other financial products. Set out below are certain details of our revenue from operations.
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| Amount (Rs.) in million | (%) of revenue from operations | Amount (Rs.) in million | (%) of revenue from operations | Amount (Rs.) in million | (%) of revenue from operations | |
| Broking and Related Services* | 5,102.72 | 60.34% | 4,578.12 | 67.15% | 3,172.67 | 67.82% |
| Interest on Margin Trading Facility Book | 1,142.82 | 13.51% | 759.25 | 11.14% | 542.16 | 11.59% |
| Distribution Income | 783.08 | 9.26% | 563.94 | 8.27% | 507.73 | 10.85% |
* Includes interest on delayed payment by clients.
Significant dependence on a single or few suppliers or customers
Given the nature of our business operations, we do not believe that our business is dependent on any single client or a few clients.
Significant economic changes that materially affect or are likely to affect income
Our business has been subject, and we expect it to continue to be subject, to economic changes that materially affect or could affect income above in this chapter. For further details see ‘Risk Factors and ‘Industry Overview, on pages 35 and 173, respectively.
Known Trends or Uncertainties
Our business has been, and we expect will continue to be, subject to significant economic changes arising from the trends identified above in this chapter under the sub-heading ‘Significant factors affecting our financial condition and results of operations on page 345 and the uncertainties described in the section ‘Risk Factors on page 35.
Future Relationships between Costs and Income
Other than as described in ‘Risk Factors, ‘Our Business and in this chapter ‘Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 35, 213 and 343, respectively, to our knowledge, there are no known factors that may have a material adverse impact on our business, results of operations and financial condition.
New Services or Business Segments
Except as disclosed in this Red Herring Prospectus, we have not announced and do not expect to announce any new services or business segments in the near future.
Significant Developments after March 31, 2025 that may affect our results of operations
Except as disclosed in this Red Herring Prospectus, there are, to our knowledge, no significant developments after the date of the last financial statements contained in this Red Herring Prospectus which materially and adversely affects, or is likely to affect, our operations or profitability, or the value of our assets, or our ability to pay our material liabilities within the next 12 months.
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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