Mar 31, 2025
The Company recognises provisions when a present
obligation (legal or constructive) as a result of a past
event exists and it is probable that an outflow of resources
embodying economic benefits will be required to settle
such obligation and the amount of such obligation can
be reliably estimated.
The amount recognised as a provision is the best estimate
of the consideration required to settle the present
obligation at the end of the reporting period, taking
into account the risks and uncertainties surrounding
the obligation. When a provision is measured using the
cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows
(when the effect of the time value of money is material).
A disclosure for a contingent liability is made when there
is a possible obligation or a present obligation that may,
but probably will not require an outflow of resources
embodying economic benefits or the amount of such
obligation cannot be measured reliably. When there is
a possible obligation or a present obligation in respect
of which likelihood of outflow of resources embodying
economic benefits is remote, no provision or disclosure
is made.
Cash and cash equivalents for the purpose of Cash
Flow Statement comprise cash and cheques in hand,
bank balances, demand deposits with banks where the
original maturity is three months or less.
All employee benefits payable wholly within twelve
months of rendering the service are classified as short
term employee benefits and they are recognised in
the period in which the employee renders the related
service. The Company recognises the undiscounted
amount of short term employee benefits expected to
be paid in exchange for services rendered as a liability
(accrued expense) after deducting any amount already
paid.
The eligible employees of the Company are permitted
to carry forward certain number of their annual leave
entitlement to subsequent years, subject to a ceiling.
The Company recognises the charge in the Statement
of Profit and Loss and corresponding liability on such
non- vesting accumulated leave entitlement based on
a valuation by an independent actuary. The cost of
providing annual leave benefits is determined using the
projected unit credit method.
Defined contribution plans are post-employment
benefit plans under which the Company pays fixed
contributions into state managed retirement benefit
schemes and will have no legal or constructive
obligation to pay further contributions, if any, if the
state managed funds do not hold sufficient assets
to pay all employee benefits relating to employee
services in the current and preceding financial
years. The Company''s contributions to defined
contribution plans are recognised in the Statement
of Profit and Loss in the financial year to which
they relate. The Company contributes to defined
contribution plans pertaining to Employee State
Insurance Scheme, Government administered
Provident Fund and Pension Fund Scheme for all
applicable employees.
The Company recognises contribution payable to
a defined contribution plan as an expense in the
Statement of Profit and Loss when the employees
render services to the Company during the
reporting period. If the contributions payable
for services received from employees before the
reporting date exceeds the contributions already
paid, the deficit payable is recognised as a liability
after deducting the contribution already paid. If the
contribution already paid exceeds the contribution
due for services received before the reporting date,
the excess is recognised as an asset to the extent
that the prepayment will lead to, for example, a
reduction in future payments or a cash refund.
The Company provides for gratuity, a defined
benefit plan, for employees. The Company makes
annual contributions to funds administered by
trustees and managed by a financial institution,
towards meeting the Gratuity obligations.
The cost of providing defined benefits is
determined using the Projected Unit Credit method
with actuarial valuations being carried out at each
reporting date. The defined benefit obligations
recognised in the Balance Sheet represent the
present value of the defined benefit obligations
as reduced by the fair value of plan assets, if
applicable. Any defined benefit asset (negative
defined benefit obligations resulting from this
calculation) is recognised representing the present
value of available refunds and reductions in future
contributions to the plan.
All expenses represented by current service cost,
past service cost if any and net interest on the
defined benefit liability (asset) are recognised in the
Statement of Profit and Loss. Remeasurements of
the net defined benefit liability (asset) comprising
actuarial gains and losses and the return on the
plan assets (excluding amounts included in net
interest on the net defined benefit liability/asset),
are recognised in Other Comprehensive Income.
Such remeasurements are not reclassified to the
Statement of Profit and Loss in the subsequent
periods.
The Company assesses whether a contract contains a
lease, at the inception of the 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, the Company considers whether (i)
the contract involves the use of identified asset; (ii) the
Company has substantially all of the economic benefits
from the use of the asset through the period of lease and
(iii) the Company has right to direct the use of the asset.
The Company recognises a right-of-use asset and a lease
liability at the lease commencement date. The right-of-
use asset is initially measured at cost, which comprises
the initial amount of the lease liability adjusted for any
lease payments made at or before the commencement
date, plus any initial direct costs incurred and an estimate
of costs to dismantle and remove the underlying asset
or to restore the site on which it is located, less any lease
incentives received.
Certain lease arrangements include the option to extend
or terminate the lease before the end of the lease term.
Where appropriate, the right-of-use assets and lease
liabilities include these options when it is reasonably
certain that the option will be exercised.
The right-of-use asset is subsequently depreciated using
the straight-line method from the commencement date
to the earlier of the end of the useful life of the right-of-
use asset or the end of the lease term. The estimated
useful lives of right-of-use assets are determined on the
same basis as those of property, plant and equipment. In
addition, the right-of-use asset is periodically reduced
by impairment losses, if any, and adjusted for certain
re-measurements of the lease liability.
The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily
determined, the Company''s incremental borrowing rate.
Generally, the Company uses its incremental borrowing
rate as the discount rate.
Lease payments included in the measurement of the
lease liability comprises of fixed payments, including
in-substance fixed payments, amounts expected to
be payable under a residual value guarantee and the
exercise price under a purchase option that the Company
is reasonably certain to exercise, lease payments in an
optional renewal period if the Company is reasonably
certain to exercise an extension option.
The lease liability is subsequently measured at amortised
cost using the effective interest method. It is remeasured
when there is a change in future lease payments arising
from a change in an index or rate, if there is a change in
the Company''s estimate of the amount expected to be
payable under a residual value guarantee, or if Company
changes its assessment of whether it will exercise a
purchase, extension or termination option.
When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying
amount of the right-of-use asset or is recorded in profit
or loss if the carrying amount of the right-of-use asset
has been reduced to zero.
Lease liability and the right of use asset have been
separately presented in the balance sheet and lease
payments have been classified as financing activities.
The Company has elected not to recognise right-of-use
assets and lease liabilities for short term leases that have
a lease term of less than or equal to 12 months with no
purchase option and assets with low value leases. The
Company recognises the lease payments associated
with these leases as an expense in statement of profit
and loss over the lease term. The related cash fiows are
classified as operating activities.
The Company recognises compensation expense
relating to share-based payments in the net profit using
fair value in accordance with Ind AS 102, Share-Based
Payment. The estimated fair value of awards is charged
to income on a straight line basis over the requisite
service period for each separately vesting portion of the
award as if the award was in substance, multiple awards
with a corresponding increase to ESOP Reserve.
Basic earnings per share is calculated by dividing the
net profit or loss for the year attributable to equity
shareholders (after deducting attributable taxes) by the
weighted average number of equity shares outstanding
during the year.
For the purpose of calculating diluted earnings per
share, the net profit or loss for the year attributable to
equity shareholders (after deducting attributable taxes)
and the weighted average number of equity shares
outstanding during the year are adjusted for the effects
of all dilutive potential equity shares. Potential equity
shares are deemed to be dilutive only if their conversion
to equity shares would decrease the net profit per share
from continuing ordinary operations. Potential dilutive
equity shares are deemed to be converted as at the
beginning of the period, unless they have been issued
at a later date. The dilutive potential equity shares are
adjusted for the proceeds receivable had the shares
been actually issued at fair value (i.e. average market
value of the outstanding shares). Dilutive potential
equity shares are determined independently for each
period presented.
The preparation of the Company''s financial statements
requires the management to make judgments, estimates and
assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the accompanying
disclosures, and the disclosure of contingent liabilities.
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 future
periods.
Judgments: The following are the key accounting judgments
that the management has used:
The charge in respect of periodic depreciation is derived
after determining an estimate of an asset''s expected
useful life and the expected residual value at the end of
its life. The lives are based on historical experience with
similar assets and are based on changes in technical or
commercial obsolescence.
The costs are assessed on the basis of assumptions
selected by the management. These assumptions
include salary escalation rate, discount rates, expected
rate of return on assets and mortality rates.
ECL is measured as an allowance equal to 12-month
ECL for stage 1 assets, or lifetime ECL for stage 2 or
stage 3 assets. An asset moves to stage 2 when its credit
risk has increased significantly since initial recognition.
In assessing whether the credit risk of an asset has
significantly increased the Company takes into account
qualitative and quantitative reasonable and supportable
forward-looking information.
Estimates and assumptions: The key assumptions
concerning the future and other key sources of
estimation uncertainty at the reporting date, that have
a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year, are described below:
The fair value of financial instruments is the price
that would be received to sell an asset or paid
to transfer a liability in an orderly transaction
in the principal (or most advantageous) market
at the measurement date under current market
conditions (i.e., an exit price) regardless of whether
that price is directly observable or estimated using
another valuation technique. When the fair values
of financial assets and financial liabilities recorded
in the balance sheet cannot be derived from active
markets, they are determined using a variety
of valuation techniques that include the use of
valuation models. The inputs to these models are
taken from observable markets where possible,
but where this is not feasible, estimation is required
in establishing fair values.
The measurement of impairment losses across all
categories of financial assets requires judgment,
in particular, the estimation of the amount and
timing of future cash fiows and collateral values
when determining impairment losses and the
assessment of a significant increase in credit risk.
These estimates are driven by a number of factors,
changes in which can result in different levels of
allowances.
The Company''s ECL calculations are outputs of models
with a number of underlying assumptions regarding the
choice of variable inputs and their interdependencies.
Ministry of Corporate Affairs ("MCA") notifies new standard
or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to
time. For the year ended March 31,2025, MCA has notified
Ind AS - 117 Insurance Contracts and amendments to Ind
AS 116 - Leases, relating to sale and leaseback transactions,
applicable to the Company w.e.f. April 1, 2025. The
Company has reviewed the new pronouncements and based
on its evaluation has determined that it does not have any
significant impact in its financial statements.
aggregating ^2,250.00 Crores pursuant to the issue in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018. Funds raised by way of QIP have been utilised for the purpose mentioned in the objects of the issue in the offer
document.
(c) Terms/rights attached to equity shares:
The Company has only one class of shares referred to as equity shares having a par value of ^1/- each. Each holder of equity shares is
entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. During the year ended March 31,2025, an
interim dividend of ^ 6.0/- (P.Y. ^ 16.5/-) has been paid and recognised as distribution to equity shareholders.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Securities Premium
Securities premium account includes the difference between face value of equity shares and consideration in respect of shares issued. The
issue expenses of securities which qualify as equity instruments are written off against securities premium account. Further, fair value of
exercised stock options are transferred from "ESOP Reserves" to securities premium account.
General Reserve
General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General Reserve is
created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in General
Reserve will not be reclassified subsequently to Statement of profit or Loss.
Capital Reserve
This reserve is created pursuant to the transfer of "Wealth Business Undertaking" and "Broking and Depository Participant Business
Undertaking" in accordance with the composite scheme of arrangement amongst India Infoline Finance Limited ("IIFL Finance"), IIFL Holdings
Limited ("IIFL Holdings"), India Infoline Media and Research Services Limited ("IIFL M&R"), IIFL Securities Limited ("IIFL Securities"), 360
ONE WAM Limited ("IIFL Wealth") and 360 ONE Distribution Services Limited (Formerly known as IIFL Wealth Distribution Services Limited
("IIFL Distribution"), and their respective shareholders.
ESOP Reserve
It relates to share options granted to the employees by the Company under its employee stock option plan. It will be transferred to Share
Capital and Securities Premium (if any) on exercise of options by the employees.
Retained Earnings
The balance in Retained Earnings primarily represents surplus after payment of dividend and transfer to reserves.
34.1 Corporate guarantee issued to banks towards provision of credit facilities and bank guarantee to subsidiaries of the Company.
34.2 Amount paid under protest with respect to income tax demand ^ 7.06 Crore (PY : ^ 7.06 Crore)
Management believes that the ultimate outcome of above matters will not have a material adverse impact on its financial position, results
of operations and cash flows. In respect of above matters, future cash outflows in respect of contingent liabilities are determinable only
on receipt of Judgements pending at various authorities.
34.3 The Company has received demand towards stamp duty on account of the Composite Scheme of Arrangement. The demand has been
raised for a sum of '' 75.00 crore. As per the scheme document any incidental expenses will be borne by the resulting companies i.e
IIFL Finance Limited, IIFL Securities Limited and 360 ONE WAM Limited equally. The Company has appealed against the same and
paid ^ 8.33 crore under protest towards its share of the liability and shown ^ 16.67 crore as Contingent liability.
34.4 Amount paid under protest with respect to indirect tax demand ^ 0.43 crores (PY : ^ #0.00 crores)
Management believes that the ultimate outcome of above matters will not have a material adverse impact on its financial position, results
of operations and cash flows. In respect of above matters, future cash outflows in respect of contingent liabilities are determinable only
on receipt of Judgements pending at various authorities.
The Company has met its CSR obligations through its subsidiary 360 ONE Foundation except for administrative cost booked at Company
level. (Refer Note no 37)
Financial Risk Management
The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s principal
financial liabilities comprise trade and other payables, debt securities, borrowings and other financial liabilities. The Company''s principal
financial assets include trade and other receivables, cash and cash equivalents, loans, investments and other financial assets that derive
directly from its operations and Investment.
The Company is exposed to market risk, credit risk, liquidity risk etc. The Company''s senior management oversees the management of these
risks. The Company''s senior management is overseen by the audit committee with respect to risks and facilitates appropriate financial risk
governance framework for the Company. Financial risks are identified, measured and managed in accordance with the Company''s policies
and risk objectives. The Board of Directors reviews and agrees policies for managing key risks, which are summarised below.
36A. Credit Risk
Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk
assessement on various components is described below:
1) Loans
The Company has outstanding loans to staff and Inter corporate deposits. The Company has not made any provision on ECL as credit
risk is considered insignificant on account of loans given to related parties and employees.
2) Trade and other Receivables
The Company''s trade receivables primarily include receivables from customers under syndication and merchant banking arrangements.
Other receivables include receivables from mutual funds, alternate investment funds and related parties. The Company has made
lifetime expected credit loss provision based on provision matrix which takes into account historical experience in collection and credit
losses.
or with capital adequacy ratio above the prescribed regulatory limits.
The credit risk in respect of investments classified as Fair Value through Profit or Loss is priced at the fair value of the respective
instruments.
Credit Risk on Other Financial assets is considered insignificant considering the nature of such assets and absence of counterparty risk.
36B. Liquidity Risk
Liquidity risk refers to the risk that the Company may not be able to meet its short-term financial obligations. The Company manages
liquidity risk by maintaining sufficient cash and marketable securities and by having access to funding through an adequate amount of
credit lines. Further, The Company has well defined Asset Liability Management (ALM) Framework with an appropriate organisational
structure to regularly monitor and manage maturity profiles of financial assets and financial liabilities including debt financing plans,
cash and cash equivalent instruments to ensure liquidity. The Company seeks to maintain flexibility in funding mix by way of sourcing
the funds through money markets, debt markets and banks to meet its business and liquidity requirements.
36C. Market Risk
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the
price of a financial instrument.
36C.1 Currency Risk
The Company does not run a proprietary trading position in foreign currencies and foreign currency denominated instruments.However
the company does have some exposure to foreign currencies through its business operations or by mainitaing cash balance and trade
receivables in currencies other than reporting/functional currencies.
36E.1. Fair values of financial instruments
The Company measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making
the measurements.
- Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments. This include NAVs of the schemes
of mutual funds.
- Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e.
derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments;
quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which
all significant inputs are directly or indirectly observable from market data.
- Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs that are
not observable and the unobservable inputs have a significant effect on the instrument''s valuation. This category includes instruments
that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are
required to reflect differences between the instruments.
The Company uses widely recognised valuation methods to determine the fair value of common and simple financial instruments, such
as interest rate swaps, options, which use only observable market data as far as practicable. Observable prices or model inputs are
usually available in the market for listed debt and equity securities, exchange-traded derivatives and simple OTC derivatives such as
interest rate swaps.
36E.1a.Financial instruments measured at fair value - Fair value hierarchy
The following table analyses financial instruments measured at fair value at the reporting date, by the level in the fair value hierarchy
into which the fair value measurement is categorised.
The amounts are based on the values recognised in the statement of financial position. The fair values include any deferred differences
between the transaction price and the fair value on initial recognition when the fair value is based on a valuation technique that uses
unobservable inputs.
A) The Company has implemented equity settled Employee Stock Options Scheme 2012 (IIFLW ESOP 2012), Employee Stock Options
Scheme 2015 ( IIFLW ESOP 2015), Employee Stock Options Scheme 2019 (IIFLW ESOP 2019), Employee Stock Options Scheme 2021
(IIFLW ESOP 2021), Employee Stock Options Scheme 2022 (IIFLW ESOP 2022) and Employee Stock Options Scheme 2023 (360 ONE
ESOS 2023) and has outstanding options granted under the said schemes except for options granted under IIFLW ESOP 2012. The
options vest in graded manner and must be exercised within a specified period as per the terms of grants by the Nomination and
Remuneration Committee and ESOP Schemes.
During the year ended March 31, 2023, the Nomination and Remuneration Committee of the Board of Directors, approved making
appropriate adjustments due to Sub-division of Shares and Bonus Shares, to the stock options ("Stock Options") granted under
IIFL Wealth Employee Stock Option Scheme - 2015, IIFLW ESOP - 2019, IIFL Wealth ESOP Scheme - Under Composite Scheme of
Arrangement, IIFLW ESOP - 2021 and IIFL Wealth Employee Stock Option Scheme 2022 (collectively referred to as "Schemes") such
that the exercise price for all outstanding stock options (vested but not exercised as well as unvested Stock Options), the number thereof
and the number of Stock Options available for future grant(s) as on the record date were proportionately adjusted in accordance with
the respective Schemes. In view of the Sub-division of Shares, the number of unvested and unexercised Stock Options were ''doubled'',
the exercise price in respect of each such Stock Option post-adjustment was ''halved'' and all other terms of the Stock Options remained
same. In view of the Bonus Shares, upon exercise of 1 (one) Stock Option by the option grantee, 2 (two) equity shares of face value ^1/-
would be issued and allotted to such option grantee (without requiring any additional payment over and above the exercise price) and all
other terms of the Stock Options should remain same.
1. The Company does not hold any immovable property as on 31 March 2025 and 31 March 2024, whose title deeds are not in the favour
of the Company.
2. The Company has not revalued its Property, Plant and Equipment in current year and previous year.
3. No proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 and rules made thereunder, as at 31 March 2025 and 31 March 2024.
4. The Company is not a declared wilful defaulter by any bank or financial Institution or other Lender, in accordance with the guidelines on
wilful defaulters issued by the Reserve Bank of India, during the year ended 31 March 2025 and 31 March 2024.
5. The Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560
of Companies Act, 1956 during the year ended 31 March 2025 and 31 March 2024.
6. There have been no transactions which have not been recorded in the books of account, that have been surrendered or disclosed as
income during the year ended 31 March 2025 and 31 March 2024, in the tax assessments under the Income Tax Act, 1961. There have
been no previously unrecorded income and related assets which were to be properly recorded in the books of account during the year
ended 31 March 2025 and 31 March 2024.
7. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding (whether recorded in writing or otherwise) that the Intermediary shaLL:
a. directLy or indirectLy Lend or invest in other persons or entities identified in any manner whatsoever by or on behaLf of the Company
(ULtimate Beneficiaries) or
b. provide any guarantee, security or the Like to or on behaLf of the ULtimate Beneficiaries.
8. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shaLL:
a. direct Ly or indirectLy Lend or invest in other persons or entities identified in any manner whatsoever by or on behaLf of the Funding
Party (ULtimate Beneficiaries) or
b. provide any guarantee, security or the Like on behaLf of the ULtimate Beneficiaries,
9. The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended 31 March 2025 and 31 March
2024.
10. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
11. Considering that the Company is in the business of wealth management, the analytical ratios related to Capital to Risk Weighted Assets
Ratio (CRAR), Tier I CRAR,Tier II CRAR and Liquidity Coverage Ratios are not applicable.
12. The Company has used accounting software systems for maintaining its books of account for the financiaL year ended 31st March, 2025
which have the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions
recorded in the software systems. Further, the audit trail has been preserved by the Company as per the statutory requirements for
record retention.
a) 360 ONE Asset Management Limited ("Transferor") has transferred its business consisting of management of Alternative Investment
Funds for Category I and II, in its capacity of acting as an investment manager including the Co-investment Portfolio Management
Business ("Co-invest PMS") in the capacity of a co-investment portfolio manager, to 360 ONE Alternates Asset Management Limited
("Transferee"). Both the transferor and transferee companies are wholly owned subsidiary companies of 360 ONE WAM Limited. This
transfer of business undertaking was made through a business transfer agreement with an effective date of ApriL 01,2024. AdditionaLLy,
MAVM Angels Network Private Limited (a wholly owned subsidiary of 360 ONE WAM Limited) has transferred its investment management
rights pertaining to Alternative Investment Fund to the aforementioned transferee company as a part of the same business transfer
agreement.
b) The Company entered into a Share Purchase and Share Subscription Agreement with Times Internet Limited to acquire 100% of
Moneygoals Solution Limited (MGSL) and a wholly owned subsidiary of MGSL, Banayantree Services Limited (BTSL) (collectively known
as ET Money) on June 12, 2024. The transaction was consummated on February 06, 2025, pursuant to which MGSL has become a
wholly owned subsidiary of the Company and BTSL has become the step down wholly owned subsidiary of the Company. The total
consideration for the said acquisition amounts to ^365.83 Crores which was partly discharged by payment of cash consideration of
^85.83 Crores and partly by issuance of equity shares for consideration other than cash i.e. by issuance and allotment of 3,590,000 fully
paid-up equity shares of the Company of face value ^1/- at a price of ^779.93/-.
c) The Board of the Company, at its meeting held on January 27, 2025, approved the acquisition of the entire paid-up equity share capital
of Batlivala & Karani Securities India Private Limited and Batlivala & Karani Finserv India Private Limited, by the Company for a total
consideration of ,884.13 Crores which will be partly discharged by payment of cash consideration of ^709.37 Crores, subject to
working capital adjustments, and partly by issuance of equity shares for consideration other than cash i.e. by issuance and allotment of
1 Crore fully paid-up equity shares of the Company of face value ^1/- at a price of ^1,174.76/- per share in accordance with Chapter
V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations").
The acquisition is subject to necessary approvals including of the shareholders of the Company, the concerned stock exchanges and
other regulatory authorities.
d) The scheme of amalgamation between 360 One Distribution Services Limited ("Transferee Company") and MAVM Angels Network
Private Limited ("Transferor Company"), both being wholly owned subsidiary of the Company has been filed with National Company Law
Tribunal (NCLT), Mumbai Bench, on March 25, 2025 and the sanction of NCLT to the Scheme is awaited.
The Company provides premises, infrastructure and other facilities and services to its subsidiary companies, which are termed as ''Shared
Services''. Hitherto, such shared services consisting of administrative and other revenue expenses paid for by the Company were allocated by
the Company to its subsidiary companies. Further the Company allocates such cost based on reasonable management estimates, which are
constantly refined in the light of additional knowledge gained relevant to such estimation.
The Income Tax Department ("the Department") conducted a Search ("the Search") under Section 132 of the Income Tax Act on the Company
during the quarter ended March 31, 2025. During the Search and subsequently thereafter, the Department had sought information in
respect of certain claims for deductions made by the Company in earlier assessment years. The Company is in the process of providing the
Information sought by the Department. As on the date of issuance of these standalone financial statements, the Company has not received
any communication from the Department regarding the outcome of the Search. While uncertainty exists regarding the ultimate outcome of the
proceeding, the Company after considering available information, as of the date of approval of these financial statements has not identified
any adjustments, disclosures or any effect to the current or prior period financial statements.
Except as given below, there were no significant events from the date of financial statements till the date of adoption of accounts, that require
disclosure in these financial statements.
The Company approved an exclusive strategic collaboration between the Company and UBS AG, on April 22, 2025, for making wealth
management solutions available to domestic and global Indian clients. The Company also approved issuance of up to 20,502,939 warrants
("Warrants") on a preferential issue basis to UBS AG at a price of ^ 1,030/- (Rupees One Thousand and Thirty only) per Warrant, which are
convertible into an equivalent number of fully paid-up equity shares of the Company of face value of ^1/- each within a maximum period of
18 (eighteen) months from the date of allotment, subject to the approval of shareholders of the Company.
The financial statements were approved for issuance by the Board of Directors on April 23, 2025.
Previous year figures are regrouped where ever considered necessary to confirm to current year''s presentation.
See accompanying Notes to the Standalone Financial Statements
For and on behalf of the Board of Directors
Karan Bhagat Yatin Shah
Managing Director Director
(DIN: 03247753) (DIN: 03231090)
Sanjay Wadhwa Rohit Bhase
Chief Financial Officer Company Secretary
ACS-21409
Place : Mumbai
Date : April 23, 2025
Mar 31, 2024
l) Provisions and Contingencies
The Company recognises provisions when a present obligation (legal or constructive) as a result of a past event exists and it is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.
m) Cash and Cash Equivalents
Cash and cash equivalents for the purpose of Cash Flow Statement comprise cash and cheques in hand, bank balances,
demand deposits with banks where the original maturity is three months or less.
n) Employee Benefits
Short Term Employee Benefits:
All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits and they are recognised in the period in which the employee renders the related service. The Company recognises the undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered as a liability (accrued expense) after deducting any amount already paid.
Compensated Absences
The eligible employees of the Company are permitted to carry forward certain number of their annual leave entitlement to subsequent years, subject to a ceiling. The Company recognises the charge in the Statement of Profit and Loss and corresponding liability on such non- vesting accumulated leave entitlement based on a valuation by an independent actuary. The cost of providing annual leave benefits is determined using the projected unit credit method.
Post-Employment Benefits:
i. Defined contribution plans:
Defined contribution plans are post-employment benefit plans under which the Company pays fixed contributions into state managed retirement benefit schemes and will have no legal or constructive obligation to pay further contributions, if any, if the state managed funds do not hold sufficient assets to pay all employee benefits relating to employee services in the current and preceding financial years. The Company''s contributions to defined contribution plans are recognised in the Statement of Profit and Loss in the financial year to which they relate. The Company contributes to defined contribution plans pertaining to Employee State Insurance Scheme, Government administered Provident Fund and Pension Fund Scheme for all applicable employees.
Recognition and measurement of defined contribution plans:
The Company recognises contribution payable to a defined contribution plan as an expense in the Statement of Profit and Loss when the employees render services to the Company during the reporting period. If the contributions payable for services received from employees before the reporting date exceeds the contributions already paid, the deficit payable is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the reporting date, the excess is recognised as an asset to the extent that the prepayment will lead to, for example, a reduction in future payments or a cash refund.
ii. Defined benefit plans:
The Company provides for gratuity, a defined benefit plan, for employees. The Company makes annual contributions to funds administered by trustees and managed by a financial institution, towards meeting the Gratuity obligations.
Recognition and measurement of defined benefit plans:
The cost of providing defined benefits is determined using the Projected Unit Credit method with actuarial valuations being carried out at each reporting date. The defined benefit obligations recognised in the Balance Sheet represent the present value of the defined benefit obligations as reduced by the fair value of plan
assets, if applicable. Any defined benefit asset (negative defined benefit obligations resulting from this calculation) is recognised representing the present value of available refunds and reductions in future contributions to the plan.
All expenses represented by current service cost, past service cost if any and net interest on the defined benefit liability (asset) are recognised in the Statement of Profit and Loss. Remeasurements of the net defined benefit liability (asset) comprising actuarial gains and losses and the return on the plan assets (excluding amounts included in net interest on the net defined benefit liability/ asset), are recognised in Other Comprehensive Income. Such remeasurements are not reclassified to the Statement of Profit and Loss in the subsequent periods.
o) Lease accounting
The Company assesses whether a contract contains a lease, at the inception of the 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, the Company considers whether (i) the contract involves the use of identified asset; (ii) the Company has substantially all of the economic benefits from the use of the asset through the period of lease and (iii) the Company has right to direct the use of the asset.
As a lessee
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the site on which it is located, less any lease incentives received.
Certain lease arrangements include the option to extend or terminate the lease before the end of the lease term. Where appropriate, the right-of-use assets and lease liabilities include these options when it is reasonably certain that the option will be exercised.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company''s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprises of fixed payments, including in-substance fixed payments, amounts expected to be payable under a residual value guarantee and the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option.
The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company''s estimate of the amount expected to be payable under a residual value guarantee, or if Company changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Lease liability and the right of use asset have been separately presented in the balance sheet and lease payments have been classified as financing activities.
The Company has elected not to recognise right-of-use assets and lease liabilities for short term leases that have a lease term of less than or equal to 12 months with no purchase option and assets with low value leases. The Company recognises the lease payments associated with these leases as an expense in statement of profit and loss over the lease term. The related cash flows are classified as operating activities.
p) Share-based Compensation
The Company recognises compensation expense relating to share-based payments in the net profit using fair value in accordance with Ind AS 102, Share-Based Payment. The estimated fair value of awards is charged to income on a straight line basis over the requisite service period for each separately vesting portion of the award as if the award was in substance, multiple awards with a corresponding increase to ESOP Reserve.
q) Earnings Per Share:
Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) and the weighted average number of equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented.
Note 3: Significant accounting judgments, estimates and assumptions
The preparation of the Company''s financial statements requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. 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 future periods.
Judgments: The following are the key accounting judgments that the management has used:
i. Property, Plant and Equipment
The charge in respect of periodic depreciation is derived after determining an estimate of an asset''s expected useful life and the expected residual value at the end of its life. The lives are based on historical experience with similar assets and are based on changes in technical or commercial obsolescence.
ii. Defined Benefit Obligation
The costs are assessed on the basis of assumptions selected by the management. These assumptions include salary escalation rate, discount rates, expected rate of return on assets and mortality rates.
iii. Significant increase in credit risk
ECL is measured as an allowance equal to 12-month ECL for stage 1 assets, or lifetime ECL for stage 2 or stage 3 assets. An asset moves to stage 2 when its credit risk has increased significantly since initial recognition. In assessing whether the credit risk of an asset has significantly increased the Company takes into account qualitative and quantitative reasonable and supportable forwardlooking information.
Estimates and assumptions: The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:
i. Fair Value of Financial Instruments
The fair value of financial instruments is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price) regardless of whether that price is directly observable or estimated using another valuation technique. When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using a variety of valuation techniques that include the use of valuation models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, estimation is required in establishing fair values.
ii. Impairment of financial assets
The measurement of impairment losses across all categories of financial assets requires judgment, in particular, the estimation of the amount and timing of future cash flows and collateral values when determining impairment losses and the assessment of a significant increase in credit risk. These estimates are driven by a number of factors, changes in which can result in different levels of allowances.
The Company''s ECL calculations are outputs of models with a number of underlying assumptions regarding the choice of variable inputs and their interdependencies.
Securities Premium
Securities premium account includes the difference between face value of equity shares and consideration in respect of shares issued. The issue expenses of securities which qualify as equity instruments are written off against securities premium account. Further, fair value of exercised stock options are transferred from "ESOP Reserves" to securities premium account.
General Reserve
General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in General Reserve will not be reclassified subsequently to Statement of profit or loss.
Capital Reserve
This reserve is created pursuant to the transfer of "Wealth Business Undertaking" and "Broking and Depository Participant Business Undertaking1 in accordance with the composite scheme of arrangement amongst India Infoline Finance Limited ("IIFL Finance"), IIFL Holdings Limited ("IIFL Holdings"), India Infoline Media and Research Services Limited ("IIFL M&R"), IIFL Securities Limited ("IIFL Securities"), 360 One WAM Limited (Formerly known as IIFL Wealth Management Limited) ("IIFL Wealth") and 360 ONE Distribution Services Limited (Formerly known as IIFL Wealth Distribution Services Limited ("IIFL Distribution"), and their respective shareholders.
The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s principal financial liabilities comprise trade and other payables and other financials liabilities. The Company''s principal financial assets include trade and other receivables, cash and cash equivalents, investments and other financial assets that derive directly from its operations and investment.
The Company is exposed to market risk, credit risk, liquidity risk etc. The Company''s senior management oversees the management of these risks. The Company''s senior management is overseen by the audit committee with respect to risks and facilitates appropriate financial risk governance framework for the Company. Financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The Board of Directors reviews and agrees policies for managing key risks, which are summarised below.
34A. Credit Risk
Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk assessement on various components is described below:
1) Loans
The Company has outstanding loans to staff and Inter corporate deposits. The Company has not made any provision on ECL as credit risk is considered insignificant on account of loans given to related parties and employees.
2) Trade and other Receivables
The Company''s trade receivables primarily include receivables from customers under syndication and merchant banking arrangements. Other receivables include receivables from mutual funds, alternate investment funds and related parties. The Company has made lifetime expected credit loss provision based on provision matrix which takes into account historical experience in collection and credit losses.
3) Others
In addition to the above, balances and deposits with banks, investments and other financial assets also have exposure to credit risk.
Credit risk on balances and deposits with banks is limited as these balances are generally held with banks with high credit ratings and/or with capital adequacy ratio above the prescribed regulatory limits.
The credit risk in respect of investments classified as Fair Value through Profit or Loss is priced at the fair value of the respective instruments. Credit Risk on Other Financial assets is considered insignificant considering the nature of such assets and absence of counterparty risk. 34B. Liquidity Risk
Liquidity risk refers to the risk that the Company may not be able to meet its short-term financial obligations. The Company manages liquidity risk by maintaining sufficient cash and marketable securities and by having access to funding through an adequate amount of credit lines. Further, The Company has well defined Asset Liability Management (ALM) Framework with an appropriate organisational structure to regularly monitor and manage maturity profiles of financial assets and financial liabilities including debt financing plans, cash and cash equivalent instruments to ensure liquidity. The Company seeks to maintain flexibility in funding mix by way of sourcing the funds through money markets, debt markets and banks to meet its business and liquidity requirements.
The Company measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements.
- Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments. This include NAVs of the schemes of mutual funds.
- Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.
- Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs that are not observable and the unobservable inputs have a significant effect on the instrument''s valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.
The Company uses widely recognised valuation methods to determine the fair value of common and simple financial instruments, such as interest rate swaps, options, which use only observable market data as far as practicable. Observable prices or model inputs are usually available in the market for listed debt and equity securities, exchange-traded derivatives and simple OTC derivatives such as interest rate swaps.
34E. 1a. Financial instruments measured at fair value - Fair value hierarchy
The following table analyses financial instruments measured at fair value at the reporting date, by the level in the fair value hierarchy into which the fair value measurement is categorised.
The amounts are based on the values recognised in the statement of financial position. The fair values include any deferred differences between the transaction price and the fair value on initial recognition when the fair value is based on a valuation technique that uses unobservable inputs.
NOTE 36 : EMPLOYEE STOCK OPTIONS
(A) The Company has implemented equity settled Employee Stock Options Scheme 2012 (IIFLW ESOP 2012), Employee Stock Options Scheme 2015 ( IIFLW ESOP 2015), Employee Stock Options Scheme 2019 (IIFLW ESOP 2019), Employee Stock Options Scheme 2021 (IIFLW ESOP 2021), Employee Stock Options Scheme 2022 (IIFLW ESOP 2022) and Employee Stock Options Scheme 2023 (360 ONE ESOS 2023) and has outstanding options granted under the said schemes except for options granted under IIFLW ESOP 2012. The options vest in graded manner and must be exercised within a specified period as per the terms of grants by the Nomination and Remuneration Committee and ESOP Schemes.
During the previous year ended March 31,2023, the Nomination and Remuneration Committee of the Board of Directors, approved making appropriate adjustments due to Sub-division of Shares and Bonus Shares, to the stock options ("Stock Options") granted under IIFL Wealth Employee Stock Option Scheme - 2015, IIFLW ESOP - 2019, IIFL Wealth ESOP Scheme - Under Composite Scheme of Arrangement, IIFLW ESOP - 2021 and IIFL Wealth Employee Stock Option Scheme 2022 (collectively referred to as "Schemes") such that the exercise price for all outstanding stock options (vested but not exercised as well as unvested Stock Options), the number thereof and the number of Stock Options available for future grant(s) as on the record date were proportionately adjusted in accordance with the respective Schemes. In view of the Sub-division of Shares, the number of unvested and unexercised Stock Options were ''doubled'', the exercise price in respect of each such Stock Option post-adjustment was ''halved'' and all other terms of the Stock Options remained same. In view of the Bonus Shares, upon exercise of 1 (one) Stock Option by the option grantee, 2 (two) equity shares of face value ''1/- would be issued and allotted to such option grantee (without requiring any additional payment over and above the exercise price) and all other terms of the Stock Options should remain same.
The Company''s main business is to provide transaction structuring relating to financial products to its clients. AIL activities of the Company are
carried out in India. As such there are no separate reportable segments as per the Indian Accounting Standard 108 (IND AS 108) on Operating
Segments. The requisite disclosures on segment reporting for the Company and its subsidiaries have been given in the consolidated financial
statements.
NOTE 39. OTHER STATUTORY INFORMATION
1. The Company does not hold any immovable property as on 31 March 2024 and 31 March 2023, whose title deeds are not in the favour of the Company.
2. The Company has not revalued its Property, Plant and Equipment in current year and previous year.
3. No proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder, as at 31 March 2024 and 31 March 2023.
4. The Company is not a declared wilful defaulter by any bank or financial Institution or other lender, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India, during the year ended 31 March 2024 and 31 March 2023.
5. The Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 during the year ended 31 March 2024 and 31 March 2023.
6. There have been no transactions which have not been recorded in the books of account, that have been surrendered or disclosed as income during the year ended 31 March 2024 and 31 March 2023, in the tax assessments under the Income Tax Act, 1961. There have been no previousLy unrecorded income and reLated assets which were to be properLy recorded in the books of account during the year ended 31 March 2024 and 31 March 2023.
7. The Company has not advanced or Loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:
a. directly or indirectly Lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the Like to or on behalf of the Ultimate Beneficiaries.
8. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly Lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (ULtimate Beneficiaries) or
b. provide any guarantee, security or the Like on behalf of the Ultimate Beneficiaries,
9. The Company has not traded or invested in Crypto currency or Virtu a L Currency during the year ended 31 March 2024 and 31 March 2023.
10. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
11. Considering that the Company is in the business of wealth management, the anaLyticaL ratios reLated to CapitaL to Risk Weighted Assets Ratio (CRAR), Tier I CRAR,Tier II CRAR and Liquidity Coverage Ratios are not appLicabLe.
NOTE 40. BUSINESS COMBINATION
a) 360 ONE Asset Management Limited (formerLy known as IIFL Asset Management Limited) ("Transferor") has transferred its business consisting of management of ALternative Investment Funds for Category I and II, in its capacity of acting as an investment manager incLuding the Coinvestment PortfoLio Management Business ("Coninvest PMS") in the capacity of a co-investment portfoLio manager, to 360 ONE ALternates Asset Management Limited ("Transferee"). Both the transferor and transferee companies are whoLLy owned subsidiary companies of 360 ONE WAM Limited (formerLy known as IIFL WeaLth Management Limited). This transfer of business undertaking is made through a business transfer agreement with an effective date of ApriL 01, 2024. AdditionaLLy, MAVM AngeLs Network Private Limited (a whoLLy owned subsidiary of 360 ONE WAM Limited) has transferred its investment management rights pertaining to ALternative Investment Fund to the aforementioned transferee company as a part of the same business transfer agreement.
b) With a view to consoLidate the distribution businesses under a singLe whoLLy owned subsidiary, it was proposed to merge IIFL WeaLth CapitaL Market Limited ("IWCML") with 360 ONE Prime Limited (FormerLy known as IIFL WeaLth Prime Limited) ("IWPL") and then demerge the distribution business from IWPL to 360 ONE Distribution Services Limited ("IWDSL"). In this regard, the Boards of IWCML, IWPL and IWDSL approved the demerger and consoLidation of distribution business through a composite scheme of arrangement under Sections 230 to 232 of the Companies Act, 2013 ("Scheme"). Pursuant to this scheme, IWCML merged with IWPL. The appointed date for the Scheme is ApriL 01, 2021 and the scheme was duLy approved by NationaL Company Law TribunaL, Mumbai Bench ("NCLT"), vide its order dated January 27, 2023 ("NCLT Order") and became effective on March 14, 2023 ("Effective Date") upon fiLing with the Registrar of Companies, Mumbai.
c) During the year ended March 31, 2023, IIFL WeaLth ALtiore Ltd a whoLLy owned subsidiary of 360 ONE WAM Limited (formerLy known as IIFL WeaLth Management Limited) is amaLgamated with Company. The scheme of amaLgamation of IIFL WeaLth ALtiore Ltd, a whoLLy owned subsidiary of the Company with and into the Company was approved by NationaL Company Law TribunaL (NCLT) with an appointed date of ApriL 01,2021 and became effective on March 03, 2023 ("Effective Date") upon fi Ling with the Registrar of Companies, Mumbai.
The Company provides premises, infrastructure and other facilities and services to its subsidiary companies, which are termed as ''Shared Services''. Hitherto, such shared services consisting of administrative and other revenue expenses paid for by the Company were allocated by the Company to its subsidiary companies. Further the Company allocates such cost based on reasonable management estimates, which are constantly refined in the light of additional knowledge gained relevant to such estimation.
NOTE 42. EVENTS AFTER REPORTING PERIOD
There were no subsequent events from the date of financial statements till the date of adoption of accounts.
NOTE 43. APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved for issuance by the Board of Directors on April 23, 2024.
NOTE 44. Previous year figures are regrouped where ever considered necessary to confirm to current year''s presentation.
For and on behalf of the Board of Directors
Karan Bhagat Yatin Shah
Managing Director Director
(DIN: 03247753) (DIN: 03231090)
Sanjay Wadhwa Rohit Bhase
Chief Financial Officer Company Secretary
ACS-21409
Place : Mumbai Dated : April 23, 2024
Mar 31, 2023
Securities premium account includes the difference between face value of equity shares and consideration in respect of shares issued. The issue expenses of securities which qualify as equity instruments are written off against securities premium account. Further, fair value of exercised stock options are transferred from "ESOP Reserves" to securities premium account.
General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in General Reserve will not be reclassified subsequently to Statement of profit or loss.
This reserve is created pursuant to the transfer of "Wealth Business Undertaking" and "Broking and Depository Participant Business Undertaking" in accordance with the composite scheme of arrangement amongst India Infoline Finance Limited ("IIFL Finance"), IIFL Holdings Limited ("IIFL Holdings"), India Infoline Media and Research Services Limited ("IIFL M&R"), IIFL Securities Limited ("IIFL Securities"), 360 One WAM Limited (Formerly known as IIFL Wealth Management Limited) ("IIFL Wealth") and IIFL Wealth Distribution Services Limited ("IIFL Distribution"), and their respective shareholders.
It relates to share options granted to the employees by the Company under its employee stock option plan. It will be transferred to Share Capital and Securities Premium (if any) on exercise of options by the employees.
The balance in Retained Earnings primarily represents surplus after payment of dividend and transfer to reserves.
The Company measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements.
- Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments. This include NAVs of the schemes of mutual funds.
- Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.
- Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs that are not observable and the unobservable inputs have a significant effect on the instrument''s valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.
The Company uses widely recognised valuation methods to determine the fair value of common and simple financial instruments, such as interest rate swaps, options, which use only observable market data as far as practicable. Observable prices or model inputs are usually available in the market for listed debt and equity securities, exchange-traded derivatives and simple OTC derivatives such as interest rate swaps.
The following table analyses financial instruments measured at fair value at the reporting date, by the level in the fair value hierarchy into which the fair value measurement is categorised.
The amounts are based on the values recognised in the statement of financial position. The fair values include any deferred differences between the transaction price and the fair value on initial recognition when the fair value is based on a valuation technique that uses unobservable inputs.
Note 36A The Company has implemented equity settled Employee Stock Options Scheme 2012 (IIFLW ESOP 2012), Employee Stock Options Scheme 2015 ( IIFLW ESOP 2015), Employee Stock Options Scheme 2019 (IIFLW ESOP 2019), Employee Stock Options Scheme 2021 (IIFLW ESOP 2021) and Employee Stock Options Scheme 2022 (IIFLW ESOP 2022) and has outstanding options granted under the said schemes except for options granted under IIFLW ESOP 2012. The options vest in graded manner and must be exercised within a specified period as per the terms of grants by the Nomination and Remuneration Committee and ESOP Schemes.
During the year ended March 31, 2023, the Nomination and Remuneration Committee of the Board of Directors, approved making appropriate adjustments due to Sub-division of Shares and Bonus Shares, to the stock options (âStock Options") granted under IIFL Wealth Employee Stock Option Scheme - 2015, IIFLW ESOP - 2019, IIFL Wealth ESOP Scheme - Under Composite Scheme of Arrangement, IIFLW ESOP - 2021 and IIFL Wealth Employee Stock Option Scheme 2022 (collectively referred to as âSchemes") such that the exercise price for all outstanding stock options (vested but not exercised as well as unvested Stock Options), the number thereof and the number of Stock Options available for future grant(s) as on the record date were proportionately adjusted in accordance with the respective Schemes. In view of the Sub-division of Shares, the number of unvested and unexercised Stock Options were ''doubled'', the exercise price in respect of each such Stock Option post-adjustment was ''halved'' and all other terms of the Stock Options remained same. In view of the Bonus Shares, upon exercise of 1 (one) Stock Option by the option grantee, 2 (two) equity shares of face value ''1/- would be issued and allotted to such option grantee (without requiring any additional payment over and above the exercise price) and all other terms of the Stock Options should remain same.
Note 36B
In terms of the Composite Scheme of Arrangement (Scheme) amongst IIFL Finance Limited (formerly known as IIFL Holdings Limited), India Infoline Finance Limited, India Infoline Media and Research Services Limited ("IIFL M&R"), IIFL Securities Limited ("IIFL Securities"), the Company ("IIFL Wealth") and IIFL Wealth Distribution Services Limited (Formerly known as IIFL Distribution Services LImited) ("IIFL Distribution"), and their respective shareholders, under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") which was approved by the National Company Law Tribunal Bench at Mumbai (Tribunal) on March 07, 2019 under the applicable provisions of the Companies Act, 2013, the equity options holders of IIFL Finance Limited (formerly known as IIFL Holdings Limited) (Options holders) has been granted 1 stock option by the Company for every 7 stock options held in IIFL Finance Limited, on terms and conditions similar to the ESOP Scheme of IIFL Finance Limited. Accordingly, 1,27,912 options of the Company were granted on August 21, 2019.
The Company''s main business is to provide transaction structuring relating to financial products to its clients. All activities of the Company are carried out in India. As such there are no separate reportable segments as per the Indian Accounting Standard 108 (IND AS 108) on Operating Segments.
NOTE 39. OTHER STATUTORY INFORMATION
1. The Company does not hold any immovable property as on 31 March 2023 and 31 March 2022, whose title deeds are not in the favour of the Company.
2. The Company has not revalued its Property, Plant and Equipment in current year and previous year.
3. No proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder, as at 31 March 2023 and 31 March 2022.
4. The Company is not a declared wilful defaulter by any bank or financial Institution or other lender, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India, during the year ended 31 March 2023 and 31 March 2022.
5. The Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 during the year ended 31 March 2023 and 31 March 2022.
6. There have been no transactions which have not been recorded in the books of account, that have been surrendered or disclosed as income during the year ended 31 March 2023 and 31 March 2022, in the tax assessments under the Income Tax Act, 1961. There have been no previously unrecorded income and related assets which were to be properly recorded in the books of account during the year ended 31 March 2023 and 31 March 2022.
7. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
8. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
9. The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended 31 March 2023 and 31 March 2022.
10. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
11. Considering that the company is in the business of wealth management , the analytical ratios related to Capital to Risk Weighted Assets Ratio (CRAR), Tier I CRAR,Tier II CRAR and Liquidity Coverage Ratios are not applicable.
a) With a view to consolidate the distribution businesses under a single wholly owned subsidiary, it was proposed to merge IIFL Wealth Capital Market Limited ("IWCML") with 360 ONE Prime Limited (Formerly known as IIFL Wealth Prime Limited) ("IWPL") and then demerge the distribution business from IWPL to IIFL Wealth Distribution Services Limited ("IWDSL"). In this regard, the Boards of IWCML, IWPL and IWDSL approved the demerger and consolidation of distribution business through a composite scheme of arrangement under Sections 230 to 232 of the Companies Act, 2013 ("Scheme"). Pursuant to this scheme, IWCML merged with IWPL. The appointed date for the Scheme is April 01,2021 and the scheme was duly approved by National Company Law Tribunal, Mumbai Bench ("NCLT"), vide its order dated January 27, 2023 ("NCLT Order") and became effective on March 14, 2023 ("Effective Date") upon filing with the Registrar of Companies, Mumbai.
b) During the year ended March 31, 2023, IIFL Wealth Altiore Ltd a wholly owned subsidiary of 360 ONE WAM Limited (formerly known as IIFL Wealth Management Limited) is amalgamated with Company. The scheme of amalgamation of IIFL Wealth Altiore Ltd, a wholly owned subsidiary of the Company with and into the Company was approved by National Company Law Tribunal (NCLT) with an appointed date of April 01, 2021 and became effective on March 03, 2023 ("Effective Date") upon filing with the Registrar of Companies, Mumbai.
This being a common control business combination within the meaning of Ind AS 103, the financial statements of previous reported periods are restated. The details of the transaction and restatement are given below:
Securities premium account includes the difference between face value of equity shares and consideration in respect of shares issued. The issue expenses of securities which qualify as equity instruments are written off against securities premium account. Further, fair value of exercised stock options are transferred from "ESOP Reserves" to securities premium account.
General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in General Reserve will not be reclassified subsequently to Statement of profit or loss.
This reserve is created pursuant to the transfer of "Wealth Business Undertaking" and "Broking and Depository Participant Business Undertaking" in accordance with the composite scheme of arrangement amongst India Infoline Finance Limited ("IIFL Finance"), IIFL Holdings Limited ("IIFL Holdings"), India Infoline Media and Research Services Limited ("IIFL M&R"), IIFL Securities Limited ("IIFL Securities"), 360 One WAM Limited (Formerly known as IIFL Wealth Management Limited) ("IIFL Wealth") and IIFL Wealth Distribution Services Limited ("IIFL Distribution"), and their respective shareholders.
It relates to share options granted to the employees by the Company under its employee stock option plan. It will be transferred to Share Capital and Securities Premium (if any) on exercise of options by the employees.
The balance in Retained Earnings primarily represents surplus after payment of dividend and transfer to reserves.
34B. Liquidity Risk
Liquidity risk refers to the risk that the Company may not be able to meet its short-term financial obligations. The Company manages liquidity risk by maintaining sufficient cash and marketable securities and by having access to funding through an adequate amount of credit lines. Further, The Company has well defined Asset Liability Management (ALM) Framework with an appropriate organisational structure to regularly monitor and manage maturity profiles of financial assets and financial liabilities including debt financing plans, cash and cash equivalent instruments to ensure liquidity. The Company seeks to maintain flexibility in funding mix by way of sourcing the funds through money markets, debt markets and banks to meet its business and liquidity requirements.
The Company measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements.
- Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments. This include NAVs of the schemes of mutual funds.
- Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.
- Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs that are not observable and the unobservable inputs have a significant effect on the instrument''s valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.
The Company uses widely recognised valuation methods to determine the fair value of common and simple financial instruments, such as interest rate swaps, options, which use only observable market data as far as practicable. Observable prices or model inputs are usually available in the market for listed debt and equity securities, exchange-traded derivatives and simple OTC derivatives such as interest rate swaps.
The following table analyses financial instruments measured at fair value at the reporting date, by the level in the fair value hierarchy into which the fair value measurement is categorised.
The amounts are based on the values recognised in the statement of financial position. The fair values include any deferred differences between the transaction price and the fair value on initial recognition when the fair value is based on a valuation technique that uses unobservable inputs.
Note 36A The Company has implemented equity settled Employee Stock Options Scheme 2012 (IIFLW ESOP 2012), Employee Stock Options Scheme 2015 ( IIFLW ESOP 2015), Employee Stock Options Scheme 2019 (IIFLW ESOP 2019), Employee Stock Options Scheme 2021 (IIFLW ESOP 2021) and Employee Stock Options Scheme 2022 (IIFLW ESOP 2022) and has outstanding options granted under the said schemes except for options granted under IIFLW ESOP 2012. The options vest in graded manner and must be exercised within a specified period as per the terms of grants by the Nomination and Remuneration Committee and ESOP Schemes.
During the year ended March 31, 2023, the Nomination and Remuneration Committee of the Board of Directors, approved making appropriate adjustments due to Sub-division of Shares and Bonus Shares, to the stock options (âStock Options") granted under IIFL Wealth Employee Stock Option Scheme - 2015, IIFLW ESOP - 2019, IIFL Wealth ESOP Scheme - Under Composite Scheme of Arrangement, IIFLW ESOP - 2021 and IIFL Wealth Employee Stock Option Scheme 2022 (collectively referred to as âSchemes") such that the exercise price for all outstanding stock options (vested but not exercised as well as unvested Stock Options), the number thereof and the number of Stock Options available for future grant(s) as on the record date were proportionately adjusted in accordance with the respective Schemes. In view of the Sub-division of Shares, the number of unvested and unexercised Stock Options were ''doubled'', the exercise price in respect of each such Stock Option post-adjustment was ''halved'' and all other terms of the Stock Options remained same. In view of the Bonus Shares, upon exercise of 1 (one) Stock Option by the option grantee, 2 (two) equity shares of face value ''1/- would be issued and allotted to such option grantee (without requiring any additional payment over and above the exercise price) and all other terms of the Stock Options should remain same.
Note 36B
In terms of the Composite Scheme of Arrangement (Scheme) amongst IIFL Finance Limited (formerly known as IIFL Holdings Limited), India Infoline Finance Limited, India Infoline Media and Research Services Limited ("IIFL M&R"), IIFL Securities Limited ("IIFL Securities"), the Company ("IIFL Wealth") and IIFL Wealth Distribution Services Limited (Formerly known as IIFL Distribution Services LImited) ("IIFL Distribution"), and their respective shareholders, under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") which was approved by the National Company Law Tribunal Bench at Mumbai (Tribunal) on March 07, 2019 under the applicable provisions of the Companies Act, 2013, the equity options holders of IIFL Finance Limited (formerly known as IIFL Holdings Limited) (Options holders) has been granted 1 stock option by the Company for every 7 stock options held in IIFL Finance Limited, on terms and conditions similar to the ESOP Scheme of IIFL Finance Limited. Accordingly, 1,27,912 options of the Company were granted on August 21, 2019.
The Company''s main business is to provide transaction structuring relating to financial products to its clients. All activities of the Company are carried out in India. As such there are no separate reportable segments as per the Indian Accounting Standard 108 (IND AS 108) on Operating Segments.
NOTE 39. OTHER STATUTORY INFORMATION
1. The Company does not hold any immovable property as on 31 March 2023 and 31 March 2022, whose title deeds are not in the favour of the Company.
2. The Company has not revalued its Property, Plant and Equipment in current year and previous year.
3. No proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder, as at 31 March 2023 and 31 March 2022.
4. The Company is not a declared wilful defaulter by any bank or financial Institution or other lender, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India, during the year ended 31 March 2023 and 31 March 2022.
5. The Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 during the year ended 31 March 2023 and 31 March 2022.
6. There have been no transactions which have not been recorded in the books of account, that have been surrendered or disclosed as income during the year ended 31 March 2023 and 31 March 2022, in the tax assessments under the Income Tax Act, 1961. There have been no previously unrecorded income and related assets which were to be properly recorded in the books of account during the year ended 31 March 2023 and 31 March 2022.
7. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
8. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
9. The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended 31 March 2023 and 31 March 2022.
10. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
11. Considering that the company is in the business of wealth management , the analytical ratios related to Capital to Risk Weighted Assets Ratio (CRAR), Tier I CRAR,Tier II CRAR and Liquidity Coverage Ratios are not applicable.
a) With a view to consolidate the distribution businesses under a single wholly owned subsidiary, it was proposed to merge IIFL Wealth Capital Market Limited ("IWCML") with 360 ONE Prime Limited (Formerly known as IIFL Wealth Prime Limited) ("IWPL") and then demerge the distribution business from IWPL to IIFL Wealth Distribution Services Limited ("IWDSL"). In this regard, the Boards of IWCML, IWPL and IWDSL approved the demerger and consolidation of distribution business through a composite scheme of arrangement under Sections 230 to 232 of the Companies Act, 2013 ("Scheme"). Pursuant to this scheme, IWCML merged with IWPL. The appointed date for the Scheme is April 01,2021 and the scheme was duly approved by National Company Law Tribunal, Mumbai Bench ("NCLT"), vide its order dated January 27, 2023 ("NCLT Order") and became effective on March 14, 2023 ("Effective Date") upon filing with the Registrar of Companies, Mumbai.
b) During the year ended March 31, 2023, IIFL Wealth Altiore Ltd a wholly owned subsidiary of 360 ONE WAM Limited (formerly known as IIFL Wealth Management Limited) is amalgamated with Company. The scheme of amalgamation of IIFL Wealth Altiore Ltd, a wholly owned subsidiary of the Company with and into the Company was approved by National Company Law Tribunal (NCLT) with an appointed date of April 01, 2021 and became effective on March 03, 2023 ("Effective Date") upon filing with the Registrar of Companies, Mumbai.
This being a common control business combination within the meaning of Ind AS 103, the financial statements of previous reported periods are restated. The details of the transaction and restatement are given below:
There were no subsequent events from the date of financial statements till the date of adoption of accounts.
NOTE 42. APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved for issuance by the Board of Directors on May 04, 2023.
There were no subsequent events from the date of financial statements till the date of adoption of accounts.
NOTE 42. APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved for issuance by the Board of Directors on May 04, 2023.
NOTE 43. Previous year figures are regrouped where ever considered necessary to confirm to current year''s presentation.
Mar 31, 2022
|
3^- CAPITAL, OTHER COMMITMENTS AND CONTINGENT LIABILITIES AT BALANCE SHEET DATE |
||
|
Capital and Other Commitments |
('' in Mn) |
|
|
Particulars |
As at Mar 31, 2022 |
As at Mar 31, 2021 |
|
Commitments to contribute funds for the acquisition of property, plant and equipment and intangible assets |
4.46 |
1785 |
|
Total |
4.46 |
17.85 |
|
Contingent Liabilities |
('' in Mn) |
|
|
Particulars |
As at Mar 31, 2022 |
As at Mar 31, 2021 |
|
Corporate guarantee (Refer Note 30.1) |
6,100.00 |
2,100.00 |
|
Disputed income tax demand (Refer Note 30.2) |
140.71 |
135.33 |
|
Legal matter |
166.67 |
- |
|
Total |
6,407.38 |
2,235.33 |
30.1 Corporate guarantee issued to a bank towards provision of credit facilities and bank guarantee to subsidiaries of the Company.
30.2 Amount paid under protest with respect to income tax demand '' 9705 Mn (PY - '' 89.17 Mn)
Management believes that the ultimate outcome of above matters will not have a material adverse impact on its financial position, results of operations and cash flows. In respect of above matters, future cash outflows in respect of contingent liabilities are determinable only on receipt of judgements pending at various authorities.
30.3 The Company has received demand towards stamp duty on account of the Composite Scheme of Arrangement. The demand has been raised for a sum of '' 750.00 Mn. As per the scheme document any incidental expenses will be borne by the resulting companies i.e IIFL Finance Limited, IIFL Securities Limited and IIFL Wealth Management Limited equally. The Company has appealed against the same and paid '' 83.33 million under protest towards its share of the liability and shown '' 166.67 million as Contingent liability.
3%- DISCLOSURE PURSUANT TO IND AS 107 "FINANCIAL INSTRUMENTS: DISCLOSURES"Financial Risk Management 32A.1. Credit Risk
Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk assessment on various components is described below:
The Company has outstanding loans to staff and Inter corporate deposits to group companies. The company has not made any provision on ECL as credit risk is considered insignificant.
2) Trade and other Receivables
The Company''s trade receivables primarily include receivables from mutual funds, Alternative Investment Funds, customers under Portfolio Management scheme and Advisory services arrangements. The Company has made lifetime expected credit loss provision based on provision matrix which takes into account historical experience in collection and credit losses.
In addition to the above, balances and deposits with banks, investments in bonds, debt securities and in units of funds and other financial assets also have exposure to credit risk.
Credit risk on balances and deposits with banks is limited as these balances are generally held with banks and financial institutions with high credit ratings and/or with capital adequacy ratio above the prescribed regulatory limits.
The credit risk in respect of investments in bonds, debt securities and in units of funds classified as Fair Value through Profit or Loss is priced in the fair value of the respective instruments.
Credit Risk on Other Financial assets is considered insignificant considering the nature of such assets and absence of counterparty risk.
Liquidity risk refers to the risk that the Company may not be able to meet its short-term financial obligations. The Company manages liquidity risk by maintaining sufficient cash and marketable securities and by having access to funding through an adequate amount of credit lines. Further, The Company has well defined Asset Liability Management (ALM) Framework with an appropriate organizational structure to regularly monitor and manage maturity profiles of financial assets and financial liabilities including debt financing plans, cash and cash equivalent instruments to ensure liquidity. The Company seeks to maintain flexibility in funding mix by way of sourcing the funds through money markets, debt markets and banks to meet its business and liquidity requirements.
Market risk is the risk of any loss in future earnings, in realizable fair values or in futures cash flows that may result from a change in the price of a financial instrument.
The Company (including its foreign subsidiaries) does not run a proprietary trading position in foreign currencies and foreign currency denominated instruments. However the Company has exposure to foreign currencies on account of business operations or by maintaining cash and cash equivalents and deposits with banks in currencies other than reporting/functional currencies.
The Company has considered interest rate risk on financial assets and liabilities accounted for on amortised cost basis. The Company''s exposure to changes in interest rates relates primarily to the Company''s outstanding floating rate debt. However, there are no borrowings outstanding at floating rate as on March 31, 2022 and March 31, 2021.
Other price risk is related to the change in market reference price of the derivative financial instruments, investments and debt securities which are fair valued and exposes the Company to price risks.
The Company''s capital management is intended to create value for shareholders. The assessment of Capital level and requirements are assessed having regard to long-and short term strategies of the Group and regulatory capital requirements of its businesses and constituent entities.
32E.1. Fair values of financial instruments
The Company measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements.
- Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments. This include NAVs of the schemes of mutual funds.
- Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.
- Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs that are not observable and the unobservable inputs have a significant effect on the instrument''s valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.
The Company uses widely recognised valuation methods to determine the fair value of common and simple financial instruments, such as interest rate swaps, options, which use only observable market data as far as practicable. Observable prices or model inputs are usually available in the market for listed debt and equity securities, exchange-traded derivatives and simple OTC derivatives such as interest rate swaps.
32E. 1a. Financial instruments measured at fair value - Fair value hierarchy
The following table analyses financial instruments measured at fair value at the reporting date, by the level in the fair value hierarchy into which the fair value measurement is categorised.
The amounts are based on the values recognised in the statement of financial position. The fair values include any deferred differences between the transaction price and the fair value on initial recognition when the fair value is based on a valuation technique that uses unobservable inputs.
Financial assets measured at amortised cost:
The carrying amounts of cash and cash equivalents and other bank balances ,trade and other receivables, loans and other financial assets are considered to be the same as their fair values due to their short term nature.
The Company i.e. IIFL Wealth Management Limited has implemented equity settled Employee Stock Options Scheme 2012 (IIFLW ESOP 2012), Employee Stock Options Scheme 2015 ( IIFLW ESOP 2015), Employee Stock Options Scheme 2019 (IIFLW ESOP 2019) and Employee Stock Options Scheme 2021 (IIFLW ESOP 2021) and has outstanding options granted under the said schemes. The options vest in graded manner and must be exercised within a specified period as per the terms of grants by the Nomination and Remuneration Committee and ESOP Schemes.
In terms of the Composite Scheme of Arrangement (Scheme) amongst IIFL Finance Limited (formerly known as IIFL Holdings Limited), India Infoline Finance Limited, India Infoline Media and Research Services Limited ("IIFL M&R"), IIFL Securities Limited ("IIFL Securities"), the Company ("IIFL Wealth") and IIFL Wealth Distribution Services Limited (Formerly known as IIFL Distribution Services Limited) ("IIFL Distribution"), and their respective shareholders, under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") which was approved by the National Company Law Tribunal Bench at Mumbai (Tribunal) on March 07, 2019 under the applicable provisions of the Companies Act, 2013, the equity options holders of IIFL Finance Limited (formerly known as IIFL Holdings Limited) (Options holders) has been granted 1 stock option by the Company for every 7 stock options held in IIFL Finance Limited, on terms and conditions similar to the ESOP Scheme of IIFL Finance Limited. Accordingly, 1,27,912 options of IIFL Wealth Management Limited were granted on August 21, 2019.
The Company''s main business is Wealth Management Services comprising of, inter-alia, distribution of financial
products, portfolio management services, advisory services and all other activities revolve around the same. All
activities of the Company are carried out in India. As such there are no separate reportable segments as per the Indian
Accounting Standard 108 (IND AS 108) on Operating Segments.
3V OTHER STATUTORY INFORMATION
1. The Company does not hold any immovable property as on March 31, 2022 and March 31, 2021, whose title deeds are not in the favour of the Company.
2. The Company has not revalued its Property, Plant and Equipment in current year and previous year.
3. No proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder, as at March 31, 2022 and March 31, 2021.
4. The Company is not a declared wilful defaulter by any bank or financial Institution or other lender, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India, during the year ended March 31, 2022 and March 31, 2021.
5. The Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 during the year ended March 31, 2022 and March 31, 2021.
6. There have been no transactions which have not been recorded in the books of accounts, that have been surrendered or disclosed as income during the year ended March 31, 2022 and March 31, 2021, in the tax assessments under the Income Tax Act, 1961. There have been no previously unrecorded income and related assets which were to be properly recorded in the books of account during the year ended March 31, 2022 and March 31, 2021.
7 The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
8. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
9. The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2022 and March 31, 2021.
10. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
11. Considering that the company is in the business of wealth management , the analytical ratios related to Capital to Risk Weighted Assets Ratio (CRAR), Tier I CRAR,Tier II CRAR and Liquidity Coverage Ratios are not applicable
a) During the year ended March 31, 2022, a subsidiary and a step down subsidiary of the Company, IIFL Asia Pte. Limited and IIFL Securities Pte. Limited respectively, have merged with another subsidiary of the Company, IIFL Capital Pte. Limited with effect from October 27, 2021. Pursuant to the merger, the shares held by IIFL Asia Pte. Limited in IIFL Capital Pte. Limited have been cancelled and an equivalent number of shares have been issued by IIFL Capital Pte. Limited to IIFL Wealth Management Limited. Consequently, the Company now holds the entire share capital of IIFL Capital Pte. Limited.
b) With a view to consolidate the distribution businesses of the Company under a single wholly owned subsidiary, it is proposed to merge IIFL Wealth Capital Market Limited ("IWCML") with IIFL Wealth Prime Limited ("IWPL") and then demerge the distribution business from IIFL Wealth Prime Limited ("IWPL") to IIFL Wealth Distribution Services Limited ("IWDSL"). In this regard, the Boards of IWCML, IWPL and IWDSL have approved the demerger and consolidation of distribution business through a composite scheme of arrangement under Sections 230 to 232 of the Companies Act, 2013 ("Scheme"). Pursuant to this scheme, IWCML will stand merged with IWPL. The appointed date for the Scheme is 1st April 2021 and the scheme is subject to necessary statutory and regulatory approvals.
c) IIFL Wealth Altiore Ltd a wholly owned subsidiary of IIFL Wealth Management Ltd is proposed to be get amalgamated with holding company. Proposed scheme has been approved by the Board of Directors of both companies and is currently under NCLT approval process.
3^- EVENTS AFTER REPORTING PERIOD
There were no subsequent events from the date of financial statements till the date of adoption of accounts.
4^^ The Company has taken into consideration the impact of COVID-19 on various elements of the financial statements basis the available external and internal information and is of the view that the events do not have any material implication for the Company.
4V APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved for issuance by the Board of Directors on May 04, 2022.
4^ Previous year figures are regrouped/reclassified/rearranged where ever considered necessary to confirm to current year''s presentation.
Mar 31, 2021
a) No trade or other receivables are due from directors or from other officers of the Company either severally or jointly with any other person nor any trade or other receivables are due from firms or private companies respectively in which any directors is a partner, director or a member as at 31st March 2021 and 31st March 2020.
b) There are no credit impaired receivables as at 31st March 2020
c) Other receivables include proceeds of liquidation of IIFL Private Wealth Hong Kong Limited, a subsidiary of the Company amounting to '' 69.93 Mn and sale of investments in previous year amounting '' 0.00 Mn
d) No trade receivables and other receivables are interest bearing.
# Amount less than '' 10,000
The Government of India vide Ordinance No. 15 of 2019 dated September 20, 2019 amended the income tax provisions by inserting section 115BAA. As per the amended provisions, the Company has opted to pay tax at rate of 22% plus applicable surcharge and cess subject to the conditions mentioned under the amended provisions and recognised the effect of change by revising the annual effective income tax rate. Due to reduced tax rate, the Company has re-measured its Deferred Tax Assets and Liabilities as at April 1, 2019 and the impact of this change has been fully recognised in the Statement of Profit and Loss Account under "Tax expenseâ for the year ended March 31, 2020.
(a) Principal amount remaining unpaid to any supplier at the year end - -
(b) Interest due thereon remaining unpaid to any supplier at the year end - -
(c) Amount of interest paid and payments made to the supplier beyond the - -
appointed day during the year
(d) Amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under the Act
(e) Amount of interest accrued and remaining unpaid at the year end - -
(f) Amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues above are
actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Act
There are no amounts due to the suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006. This information takes into account only those suppliers who have responded to the enquiries made by the Company for this purpose. This has been relied upon by the auditors. No interest is payable in respect of the same.
(d) Terms/rights attached to equity shares:
The Company has only one class of shares referred to as equity shares having a par value of '' 2/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. During the year ended March 31, 2021, a special dividend of '' 40/- (PY. Nil) and an interim dividend of '' 30/- (PY. '' 20/-)has been paid and recognised as distribution to equity shareholders.
In the event of liquidation of the Holding Company, the holders of equity shares will be entitled to receive remaining assets of the Holding Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(f) Shares reserved for issue under options
For details of shares reserved for issue under the employee stock option (ESOP) plan of the Holding company, please refer note. 34
(g) During the period of 5 years immediately preceding the Balance Sheet date, the Company has not issued any equity shares without payment being received in cash, bonus shares and has not bought back any equity shares, except for shares issued under the composite scheme of arrangement.
30.1 Corporate guarantee issued to a bank towards provision of credit facilities to a subsidiary of the Company.
30.2 Amount paid under protest with respect to income tax demand '' 135.33 Mn (PY - '' 16.56 Mn)
Management believes that the ultimate outcome of above matters will not have a material adverse impact on its financial position, results of operations and cash flows. In respect of above matters, future cash outflows in respect of contingent liabilities are determinable only on receipt of judgements pending at various authorities.
[3l CORPORATE SOCIAL RESPONSIBILITY
During the year , the Company has spent its entire liability of ''2765 Mn (PY. '' 2703 Mn) as required to be spent as per section 135 of the Companies Act 2013 in respect of Corporate Social Responsibility (CSR). The Company is committed to supporting development of the country by contributing in achieving sustainable development goals and all its activities are directed towards this. Going forward these projects will be consolidated and scaled to achieve a larger and deeper impact. The key focus areas include education and healthcare including COVID Relief. (Refer Note 35 on Related Party Disclosures)
£2 BUSINESS COMBINATION
(i) During the year ended March 31, 2021, the company did not have any transaction involving Business Combination.
(ii) During the previous year ended March 31, 2020, the Company had carried out certain transactions involving Business Combination. The details of the transactions are as follows:
a. Amalgamation of a subsidiary
On November 22, 2018, IIFL Wealth Management Limited acquired 100% stake in IIFL Wealth Advisors (India) Limited (Formerly known as Wealth Advisors (India) Private Limited). Thereafter, on 29 January 2019, the Board of Directors of IIFL Wealth Management Limited (the "Transferee Company") approved a draft scheme of amalgamation of IIFL Wealth Advisors (India) Limited (the "Transferor Company") with the Transferee Company and their respective shareholders in terms of the provisions of Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 (the "Scheme").
The National Company Law Tribunal (Tribunal) Bench at Mumbai has approved the aforementioned Scheme on October 24, 2019 and the National Company Law Tribunal Bench at Chennai approved the Scheme on December 20, 2019 under the applicable provisions of the Companies Act, 2013 and the appointed date of the Scheme is fixed as November 22, 2018.
Certified copy of the said order of the Mumbai Bench and Chennai Bench of the Tribunal was received by the Company on December 2, 2019 and December 27, 2019 respectively and filed with the Registrar of Companies on December 27, 2019.
The effect of net profit arising from accounting of amalgamation for the period November 22, 2018 to March 31, 2019 amounting to '' 34.01 Mn has been adjusted to the balance of Other Equity as on April 1, 2019.
The Company entered into a business transfer arrangement with its subsidiary companies wef. January 1, 2020 and disposed off the Distribution Business and PMS Business to IIFL Wealth Prime Limited (Formerly known as IIFL Wealth Finance Limited) (IIFL WF) and IIFL Wealth Portfolio Managers Limited (Formerly IIFL Alternate Asset Advisors Limited) (IIFL PML). Accordingly, the Company has transferred all its Employees, Assets, Liabilities, Contracts, Intangible Assets, relevant inputs, processes and outputs pertaining to such business for a lump sum consideration, the details of which are given below.
^3 DISCLOSURE PURSUANT TO IND AS 107 "FINANCIAL INSTRUMENTS: DISCLOSURES"
Financial Risk Management 33A. 1. Credit Risk
Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk assessment on various components is described below:
1) Loans
The Company has outstanding loans to staff and Inter corporate deposits. The company has not made any provision on ECL as credit risk is considered insignificant.
2) Trade and other Receivables
The Company''s trade receivables primarily include receivables from mutual funds, alternative Investment funds, customers under Portfolio Management scheme and Advisory services arrangements. The Company has made lifetime expected credit loss provision based on provision matrix which takes into account historical experience in collection and credit losses.
3) Others
In addition to the above, balances and deposits with banks, investments in bonds, debt securities and in units of funds and other financial assets also have exposure to credit risk.
Credit risk on balances and deposits with banks is limited as these balances are generally held with banks and financial institutions with high credit ratings and/or with capital adequacy ratio above the prescribed regulatory limits.
The credit risk in respect of investments in bonds, debt securities and in units of funds classified as Fair Value through Profit or Loss is priced in the fair value of the respective instruments.
Credit Risk on Other Financial assets is considered insignificant considering the nature of such assets and absence of counterparty risk.
Liquidity risk refers to the risk that the Company may not be able to meet its short-term financial obligations. The Company manages liquidity risk by maintaining sufficient cash and marketable securities and by having access to funding through an adequate amount of credit lines. Further, The Company has well defined Asset Liability Management (ALM) Framework with an appropriate organizational structure to regularly monitor and manage maturity profiles of financial assets and financial liabilities including debt financing plans, cash and cash equivalent instruments to ensure liquidity. The Company seeks to maintain flexibility in funding mix by way of sourcing the funds through money markets, debt markets and banks to meet its business and liquidity requirements.
Market risk is the risk of any loss in future earnings, in realizable fair values or in futures cash flows that may result from a change in the price of a financial instrument.
The Company (including its foreign subsidiaries) does not run a proprietary trading position in foreign currencies and foreign currency denominated instruments.However the Company has exposure to foreign currencies on account of business operations or by maintaining cash and cash equivalents and deposits with banks in currencies other than reporting/functional currencies.
The Company has considered interest rate risk on financial assets and liabilities accounted for on amortised cost basis.
The Company''s exposure to changes in interest rates relates primarily to the Company''s outstanding floating rate debt. However, there are no borrowings outstanding at floating rate as on March 31, 2021 and March 31, 2020.
Other price risk is related to the change in market reference price of the derivative financial instruments, investments and debt securities which are fair valued and exposes the Company to price risks.
The Company''s capital management is intended to create value for shareholders. The assessment of Capital level and requirements are assessed having regard to long-and short-term strategies of the Group and regulatory capital requirements of its businesses and constituent entities.
33E.1. Fair values of financial instruments
The Company measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements.
- Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments. This include NAVs of the schemes of mutual funds.
- Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.
- Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs that are not observable and the unobservable inputs have a significant effect on the instrument''s valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.
The Company uses widely recognised valuation methods to determine the fair value of common and simple financial instruments, such as interest rate swaps, options, which use only observable market data as far as practicable. Observable prices or model inputs are usually available in the market for listed debt and equity securities, exchange-traded derivatives and simple OTC derivatives such as interest rate swaps.
33E. 1a. Financial instruments measured at fair value - Fair value hierarchy
The following table analyses financial instruments measured at fair value at the reporting date, by the level in the fair value hierarchy into which the fair value measurement is categorised.
The amounts are based on the values recognised in the statement of financial position. The fair values include any deferred differences between the transaction price and the fair value on initial recognition when the fair value is based on a valuation technique that uses unobservable inputs.
Financial assets measured at amortised cost:
The carrying amounts of cash and cash equivalents and other bank balances ,trade and other receivables, loans and other financial assets are considered to be the same as their fair values due to their short-term nature.
Financial liabilities measured at amortised cost:
The carrying amounts of trade payables, borrowings and other financial liabilities are considered to be the same as their fair values due to their short-term nature.
34A. The Company i.e. IIFL Wealth Management Limited has implemented equity settled Employee Stock Options Scheme 2012 (ESOP 2012), Employee Stock Options Scheme 2015 (ESOP 2015) and Employee Stock Options Scheme 2019 (ESOP 2019) and has outstanding options granted under the said schemes. The options vest in graded manner and must be exercised within a specified period as per the terms of grants by the Nomination and Remuneration Committee and ESOP Schemes.
34B I n terms of the Composite Scheme of Arrangement (Scheme) amongst IIFL Finance Limited (formerly known as IIFL Holdings Limited), India Infoline Finance Limited, India Infoline Media and Research Services Limited ("IIFL M&R"), IIFL Securities Limited ("IIFL Securities"), the Company ("IIFL Wealth") and IIFL Distribution Services Limited ("IIFL Distribution"), and their respective shareholders, under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 ("Scheme") which was approved by the National Company Law Tribunal Bench at Mumbai (Tribunal) on March 07, 2019 under the applicable provisions of the Companies Act, 2013, the equity options holders of IIFL Finance Limited (formerly known as IIFL Holdings Limited) (Options holders) shall be granted 1 stock option by the Company for every 7 stock options held in IIFL Finance Limited, on terms and conditions similar to the ESOP Scheme of IIFL Finance Limited. Accordingly, 1,27,912 options of IIFL Wealth Management Limited were granted on August 21, 2019.
^7 SEGMENT REPORTING
The Company''s main business is Wealth Management Services comprising of, inter-alia, distribution of financial products, portfolio management services, advisory services and all other activities revolve around the same. All activities of the Company are carried out in India. As such there are no separate reportable segments as per the Indian Accounting Standard 108 (IND AS 108) on Operating Segments.
08 EVENTS AFTER REPORTING PERIOD
There were no subsequent events from the date of financial statements till the date of adoption of accounts.
^9 The spread of COVID-19 including second wave across the globe and India contributed to significant volatility in global and Indian financial markets and a significant decrease in global and local economic activities. The ultimate duration and extent of the pandemic cannot be reasonably assessed and consequently. The full impact on the business due to a COVID-19 related economic slowdown, changes in client sentiment and investment behaviour are yet unknown. The Company has continued to engage with clients and employees through extensive business continuity planning and robust technology platform with minimal disruption on any business activity during the lockdown phase. Further, the Company has assessed that it would be able to navigate currently prevailing uncertain economic conditions due to the more severe Second wave based on its business model, profile of assets and liabilities, availability of liquidity and capital at its disposal. The extent to which the COVID-19 pandemic will impact the Company''s operations and results will depend on future developments, which remain uncertain. Accordingly, the Company has undertaken extensive scenario planning to better prepare itself and will continue to actively monitor any material changes to the future economic conditions.
40 APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved for issuance by the Board of Directors on May 18, 2021
s Previous year figures are regrouped/reclassified/rearranged where ever considered necessary to confirm to current year''s presentation.
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