Mar 31, 2025
Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that the Company will be
required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation. If the effect
of the time value of money is material, provisions are
determined by discounting the expected future cash
flows to net present value using an appropriate pre-tax
discount rate that reflects current market assessments
of the time value of money and, where appropriate, the
risks specific to the liability.
The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the reporting date, taking into
account the risks and uncertainties surrounding the
obligation. Where 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).
When some or all of the economic benefits required to
settle a provision are expected to be recovered from a
third party, a receivable is recognised as an asset if it is
virtually certain that reimbursement will be received and
the amount of the receivable can be measured reliably.
A present obligation that arises from past events, where
it is either not probable that an outflow of resources
will be required to settle or a reliable estimate of the
amount cannot be made, is disclosed as a contingent
liability. Contingent liabilities are also disclosed
when there is a possible obligation arising from past
events, the existence of which will be confirmed only
by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of
the Company.
Claims against the Company, where the possibility of
any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.
Contingent assets are not recognised in the Financial
Statements since this may result in the recognition of
income that may never be realised. However, when the
realisation of income is virtually certain, then the related
asset is not a contingent asset and is recognised.
Financial assets and financial liabilities are recognised
in the Company''s Balance Sheet when the Company
becomes a party to the contractual provisions of the
instruments. Financial assets and financial liabilities
are initially measured at fair value, except for trade
receivables that do not have a significant financing
component which are measured at transaction price.
Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial
liabilities at fair value through profit or loss) are added
to or deducted from the fair value of the financial assets
or financial liabilities, on initial recognition. Transaction
costs directly attributable to the acquisition of financial
assets or financial liabilities at fair value through profit
or loss are recognised immediately in profit or loss.
(i) On initial recognition, a financial assets is classified
as measured at
- Amortised Cost
- Fair value through profit and loss
(ii) A financial asset is measured at amortised cost if it
meets both of the following conditions and is not
designated as at Fair Value Through Profit or Loss
(FVTPL):
- The asset is held within a business model whose
objective is to hold assets to collect contractual
flows; and
- The contractual terms of the financial asset give
rise on specific dates to cash flows that are solely
payments of principal and interest on the principal
amount outstanding.
(iii) All financial assets not classified as measured at
amortised cost as described above are measured at
FVTPL. This includes all derivative financial assets.
On initial recognition, the Company may irrevocably
designate a financial asset that otherwise meet the
requirements to be measured at amortised cost
as at FVTPL if doing so eliminates or significantly
reduces an accounting mismatch that would
otherwise arise.
All recognised financial assets are measured
subsequently in their entirety at either amortised
cost or fair value, depending on the classification
of the financial assets.
Subsequent Measurement
All recognised financial assets are measured
subsequently in their entirety at either amortised
cost or fair value, depending on the classification
of the financial assets.
Investments in equity instruments at FVTOCI
On initial recognition, the Company may make
an irrevocable election (on an instrument-by¬
instrument basis) to designate investments in
equity instruments as at FVTOCI. Designation at
FVTOCI is not permitted if the equity investment is
held for trading or if it is contingent consideration
recognised by an acquirer in a business
combination. Investments in equity instruments
at FVTOCI are initially measured at fair value
plus transaction costs. Subsequently, they are
measured at fair value with gains and losses
arising from changes in fair value recognised in
other comprehensive income and accumulated in a
separate component of equity. The cumulative gain
or loss is not reclassified to statement of profit and
loss on disposal of the equity investments, instead,
it is transferred to retained earnings. Dividends
on these investments in equity instruments are
recognised in profit or loss in accordance with Ind
AS 109, unless the dividends clearly represent a
recovery of part of the cost of the investment. The
Company designated all investments in equity
instruments that are not held for trading as at
FVTOCI on initial recognition.
Impairment of financial assets
The Company applies the expected credit loss
model for recognising impairment loss on financial
assets that are measured at amortised cost, trade
receivables and other contractual rights to receive
cash or other financial asset.
The amount of expected credit losses is updated at
each reporting date to reflect changes in credit risk
since initial recognition of the respective financial
instrument. The Company always recognises
lifetime expected credit losses (ECL) for trade
receivables. The Company recognises lifetime ECL
when there has been a significant increase in credit
risk since initial recognition. However, if the credit
risk on the financial instrument has not increased
significantly since initial recognition, the Company
measures the loss allowance for that financial
instrument at an amount equal to 12-month ECL.
Measurement of expected credit losses:
The impairment losses and reversals are recognised
in the statement of profit and loss.
Loss allowance for financial assets measured at
amortised cost are deducted from gross carrying
amount of the assets.
The gross carrying amount of financial assets is
written off (either partially or in full) to the extent
that there is no realistic prospect of recovery.
Financial assets, other than those at FVTPL, are
assessed for indicators of impairment at the end of
each reporting period. In case of financial assets,
the Company follows the simplified approach
permitted by Ind AS 109 - Financial Instruments
- for recognition of impairment loss allowance.
The application of simplified approach does not
require the Company to track changes in credit risk
of trade receivable. The Company calculates the
expected credit losses on trade receivables using a
provision matrix on the basis of its historical credit
loss experience.
De-recognition of Financial Assets:
The Company de-recognises a financial asset
when the contractual rights to the cash flows
from the asset expire, or when it transfers the
financial asset and substantially all the risks and
rewards of ownership of the asset to another
party. If the Company neither transfers nor retains
substantially all the risks and rewards of ownership
and continues to control the transferred asset, the
Company recognises its retained interest in the
asset and an associated liability for amounts it may
have to pay. If the Company retains substantially
all the risks and rewards of ownership of a
transferred financial asset, the Company continues
to recognise the financial asset and also recognises
an associated liability.
On de-recognition of a financial asset, the
difference between the asset''s carrying amount
and the sum of the consideration received and
receivable and the cumulative gain or loss that had
been recognised in Other Comprehensive Income
and accumulated in other equity is recognised in
statement of profit and loss.
Cash and cash equivalents
Cash comprises cash on hand and demand
deposits with banks. Cash equivalents are short¬
term balances (with an original maturity of three
months or less from the date of acquisition), highly
liquid investments that are readily convertible into
known amounts of cash and which are subject to
insignificant risk of changes in value.
Classification as Debt or Equity:
Debt or equity instruments issued by the Company,
are classified as either financial liabilities or as equity
in accordance with the substance of the contractual
arrangements and the definitions of a financial liability
and an equity instrument.
Equity Instruments:
An equity instrument is any contract that evidences
a residual interest in the assets of the Company after
deducting all of its liabilities. Equity instruments issued
by the Company are recognised at the proceeds received,
net of direct issue costs.
Financial Liabilities:
Financial liabilities that are not held-for-trading and
are not designated as at FVTPL are measured at
amortised cost at the end of subsequent accounting
periods. The carrying amounts of financial liabilities
that are subsequently measured at amortised cost are
determined based on the effective interest method.
Interest expenses are included in the âFinance cost''
line item.
The effective interest method is a method of calculating
the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated
future cash payments (including all fees and points paid
or received that form an integral part of the effective
interest rate, transaction costs and other premiums or
discounts) through the expected life of the financial
liability, or (where appropriate) a shorter period, to the
amortised cost of a financial liability.
Financial liabilities are classified, at initial recognition
and measured at amortising cost using effective
interest method:
⢠Loans and borrowings
⢠Payables
All financial liabilities are recognised initially at fair value
and in the case of loans and borrowings and payables,
are recognised net of directly attributable transaction
costs. The Company''s financial liabilities include trade
and other payables, loans and borrowings including bank
overdrafts, financial guarantee contracts and derivative
financial instruments through the expected life of the
financial liability, or (where appropriate) a shorter period,
to the amortised cost of a financial liability.
De-recognition of Financial Liabilities:
The Company de-recognises financial liabilities
when and only when, the Company''s obligations are
discharged, cancelled or have expired. The difference
between the carrying amount of the financial liability
de-recognised and the consideration paid and payable
is recognised in statement of profit and loss.
Financial assets and financial liabilities are offset and
the net amount is reported in the attainment of balance
sheet, if there is a currently enforceable legal right to
offset the recognised amounts and there is an intention
to settle on a net basis, to realise the assets and settle
the liabilities simultaneously.
The Company uses foreign currency forward contracts
to hedge its risks associated with foreign currency
fluctuations relating to certain firm commitments and
highly probable forecast transactions. The Company
does not use derivative financial instruments for
speculative purposes.
Forward contracts are initially recognised at fair value on
the date the contract is entered into and are subsequently
remeasured at fair value at each reporting date. The
resulting gain or loss is recognised in the statement of
profit and loss.
Some of the Company''s accounting policies or disclosures
require the measurement of fair value for both financial
and non-financial assets and liabilities.
(x) Segment Reporting
Operating segments are reported in a manner consistent
with the internal reporting provided to the Chief
Operating Decision Maker (CODM) of the Company.
The CODM is responsible for allocating resources and
assessing performance of the operating segments of
the Company.
Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at the time
of measurement.
The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the
liability takes place either:
i. In the principal market for the asset or liability, or
ii. I n the absence of a principal market, in the most
advantageous market for the asset or liability.
iii. The principal or the most advantageous market
must be accessible by the Company.
All assets and liabilities (for which fair value is measured
or disclosed in the financial statement) are categorised
within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to the
fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active
markets for identical assets or liabilities.
Level 2 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
directly or indirectly observable other than quoted prices
included in Level 1.
Level 3 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement
is unobservable.
At each reporting date, management analyses the
movements in the values of assets and liabilities which
are required to be re-measured or re-assessed as per
the Company''s accounting policies. For this analysis,
the management verifies the major inputs applied
in the latest valuation by agreeing the information
in the valuation computation to contracts and other
relevant documents.
(s) Investments in subsidiaries are accounted at cost less
accumulated impairment loss, if any.
Cash flows are reported using the indirect method,
whereby profit for the period is adjusted for the effects
of transactions of non-cash nature, any deferrals or
accruals of operating cash receipts or payments and
items of income or expenses associated with investing
or financing cash flows. The cash flows from operating,
investing and financing activities of the Company are
segregated based on the nature of transactions.
Basic earnings per share are calculated by dividing the
net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the period.
For the purpose of calculating diluted earnings per share,
the net profit or loss for the period attributable to equity
shareholders and the weighted average number of
shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares.
Diluted earnings per share is computed by dividing
the profit after tax as adjusted for dividend, interest
and other charges to expense or income (net of any
attributable taxes) relating to the dilutive potential
equity shares, by the weighted average number of
equity shares considered for deriving basic earnings
per share and the weighted average number of equity
shares which would have been issued on the conversion
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 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 average market value
of the outstanding shares. Dilutive potential equity
shares are determined independently for each period
presented. The number of equity shares and potentially
dilutive equity shares are adjusted for share splits /
reverse share splits and bonus shares, as appropriate.
Final dividend distributed to Equity shareholders is
recognised in the period in which it is approved by the
members of the Company in its Annual General Meeting.
Interim dividend is recognised when approved by the
Board of Directors at the Board Meeting. Both final
dividend and interim dividend are recognised in the
Statement of Changes in Equity.
Borrowing cost includes interest, amortization
of ancillary costs incurred in connection with the
arrangement of borrowings and exchange differences
arising from foreign currency borrowings to the extent
they are regarded as an adjustment to the interest
cost. Borrowing costs, if any, directly attributable to
the acquisition, construction or production of an asset
that necessarily takes a substantial period of time to get
ready for its intended use or sale are capitalized, if any.
All other borrowing costs are expensed in the period in
which they occur.
Where events occurring after the Balance Sheet date
provide evidence of conditions that existed at the end
of the reporting period, the impact of such events is
adjusted within the financial statement. Otherwise,
events after the Balance Sheet date of material size or
nature are only disclosed.
1 ZNet Technologies Private Limited is a subsidiary (51%) of Rashi Peripherals Limited with effect from January 18, 2019.
The Company had evaluated the carrying value of its investment and on the basis of estimated Net Present Value of
forecasted cash flows, provided for an aggregate impairment loss of nil and Rs. 14.54 millions in the year ended March
31, 2025 and March 31, 2024 respectively.
2 The Company holds 75.73% of equity shares of Rashi Peripherals Pte Ltd (Singapore), the subsidiary with effect from
November 15, 2022.
3 Refer Note 46 for disclosure as required u/s 186(4) of the Companies Act, 2013.
4 During the year ended March 31, 2024, significant reduction in fair value of investment in equity shares of Blynk Marketing
Private Limited (''Blynk'') is on account underperformance in its operations by Blynk and failure to meet its projections
provided for the purpose of valuation of the investment in the current year; mainly relating to raising of funds and certain
financial parameters. The position continues to remain same as on March 31, 2025.
1. Trade receivables are hypothecated against the working capital limits availed from banks/ financial institutions,
refer note 21.
2. Refer Note 40 for receivables from related parties.
3. Unsecured trade receivables - considered good includes amount of USD 1.91 million equivalent to Rs. 163.27 millions is
remitted by a customer in the nostro A/c with Hongkong and Shanghai Banking Corporation Limited.
The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring
at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the Defined Benefit Obligation as it
is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the Defined Benefit Obligation has been calculated
using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating
the Defined Benefit Obligation as recognised in the Balance Sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
interest rate risk: A fall in the discount rate which is linked to the Government Securities Rate will increase the present value
of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets
depending on the duration of asset.
Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members.
As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.
investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined
by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this
rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government
securities, and other debt instruments.
Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cashflow. Since the plan is invested in lines of
Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not
have any longevity risk.
Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default
will wipe out all the assets. Although probability of this is very low as insurance companies have to follow stringent regulatory
guidelines which mitigate risk.
These financial risk management policies are applied in order to mitigate potential adverse impact on the financial performance.
The note below explains how the Company''s exposure to various risks, such as market risk (foreign exchange risk), credit risk,
liquidity risk, interest rate risk and capital risk are addressed/mitigated.
Foreign Exchange Risk
The Company enters into transactions denominated in foreign currencies. In order to mitigate risks arising on account of foreign
currency fluctuations, the Company has set policies with respect to foreign exchange risk management. The Company, wherever
applicable have used foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating
to certain firm commitments and highly probable forecast transactions. Most of the transactions of the Company are in Indian
rupees and transactions in foreign currencies are evaluated from the perspective of hedging by a forward cover.
(i) Sensitivity analysis
The Company applies 1% as the sensitivity rate while ascertaining foreign currency exposure. Accordingly 1% strengthening
of Indian Rupees against all relevant uncovered foreign currency transactions would have impacted profit before tax by
Rs. 37.76 Millions and Rs. 44.14 Millions for the year ended March 31, 2025 and March 31, 2024 respectively. Similarly for
1% weakening of Indian Rupees these transactions, there would be an equal and opposite impact on the profit before tax.
Credit risk is minimized through conservative credit policy by the Company. Credit insurance is also taken to mitigate the credit
risk. The Company sells to both small retailers generally resellers and large format retailers, giving them average credit period
of 30-90 days. The Company mitigates credit risk by strict receivable management procedures and policies. The Company has
a dedicated independent team to review credit and monitor collection of receivables on a pan India basis. As per the company''s
policy, interest on delayed payments is charged from customers at an average interest rate of 12%-18%.
During the year ended March 31, 2025, there is 12.94% of sales to one of the unrelated customer other than this the concentration
of credit risk is limited due to the customer base being large and unrelated. Further, the Company constantly evaluates the
quality of trade receivable and provides allowance towards impairment of trade receivables.
Liquidity Risk Management
The Company has built an appropriate liquidity risk management framework for its short, medium and long-term funding and
liquidity requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve
borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial
assets and financial liabilities.
Interest rate risk is the risk that the fair value or future cash flows of the financial instruments will fluctuate because of
changes in market interest rates. However, the Company is not significantly exposed to interest rate risk as at the respective
reporting dates.
The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximizing
the return to shareholder through the optimisation of the debt and equity balance.
The capital structure of the Company consists of debt, represents the borrowings net of cash and bank balances as disclosed
in the respective notes above and total equity of the Company comprising issued share capital and other equity attributable
to the shareholders, as disclosed in the statement of changes in equity. The gearing ratio at the end of the year is as below:
Note: Transactions with related party disclosed above includes the component of GST.
AAlso are promoters or member of promoter group holding equity shares of the Company.
*Rs. 0.00 Millions denotes amount less than Rs. 10,000.
#The Company has made provision for impairment on investment for Nil and Rs. 14.54 millions as on March 31, 2025 and March 31,
2024 respectively
##The Company has provided for Expected Credit Loss on loan for Nil and Rs. 44.76 millions as on March 31, 2025 and March 31, 2024
respectively and hence not recognised interest on the loan of Rs 4.20 millions for the year ended March 31, 2025.
Membership fees paid to Technology Distribution Association of India (TDAI) is not disclosed as related party transaction as per Ind AS
24, being TDAI is considered as a trade association.
Note:-
1. The above information has been determined to the extent such parties have been identified on the basis of the information
available with the Company. This has been relied upon by the auditors.
2. There are dues of Micro, Small and Medium Enterprises exceeding 45 days from the date of invoice and hence, interest is
payable for the year ended March 31, 2025 and March 31, 2024.
42 Corporate Social Responsibility Expenses (CSR)
1 CSR amount required to be spent as per Sec 135 of the Companies Act, 2013, read with schedule VII thereof by the
Company during the year is Rs. 38.38 millions and Rs. 37.85 millions for the year ended March 31, 2025 and March
31, 2024.
Notes :-
1 Current Ratio is computed by dividing Current Assets by Current liabilities.
2 Debt Equity Ratio is computed by dividing Borrowings by Total Equity.
3 Debt Service Coverage Ratio is computed by dividing earnings available for debt service (profit after tax finance cost
depreciation and amortisation expenses) by debt service (Interest expense lease payments principal repayments of
debt (current borrowings)).
4 Return on Equity is computed by dividing profit after tax by average shareholders'' equity.
5 Inventory turnover ratio is computed by dividing Cost of goods sold by Average Stock {(Opening Closing stock)/2}.
6 Trade receivables turnover ratio is computed by dividing revenue from operations by average trade receivables.
7 Trade Payables turnover ratio is computed by dividing total purchases by average trade payables.
8 Net capital turnover ratio is computed by dividing revenue from operations by working capital
(current assets less current liabilities).
9 Net profit ratio is computed by dividing profit after tax by revenue from operations.
10 Return on capital employed is computed by dividing Earning before Interest and Tax by capital employed. Capital
Employed= Tangible Net Worth Total Debt Deferred Tax Liability
11 Return on investment is computed by dividing profit after tax by average shareholders'' equity.
1 The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending
against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (Act No. 45 of
1988) and Rules made thereunder.
2 The Company has not been declared wilful defaulter by any bank or financial institution or other lender or Government or
any Government Authority from where Company has availed banking facilities.
3 The Company has complied with the requirement with respect to number of layers prescribed under section 2(87) of the
Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017
4 Utilisation of borrowed funds and share premium
4.1 The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or;
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
4.2 The Company has not received any fund from any persons or entities, 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.
5 There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act,
1961 (such as search or survey), that has not been recorded in the books of account.
6 The Company has not traded or invested in crypto currency or virtual currency during year ended March 31, 2025
and March 31, 2024
7 The Company does not have any charges or satisfaction of charge which is yet to be registered with Registrar of
Companies beyond the statutory period.
45 The Accounts of the Company have been prepared on "going concern basis". The Board of Directors are of the Opinion
that the Current Assets, Loans and Advances have realisation value of an amount equivalent to their stated carrying
values.
(A) Discloure u/s 186(4) of the Companies Act, 2013 There are no loans given/ investments made during the year ended March
31, 2025 by the Company.
(B) As per Regulation 34(3) read with Para A of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements)
Regulation, 2015 :
48 The Company has not entered into any scheme of arrangement which has an accounting impact for the year ended
March 31, 2025 and March 31, 2024.
The Code on Social Security, 2020 (âCode'') relating to employee benefits during employment and post-employment benefits
received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on
which the Code will come in to effect has not been notified. The Company will assess the impact of the Code when it comes
into effect and will record any related impact in the period when the Code becomes effective.
(A) During the year ended March 31, 2024, the Company had undertaken pre-lnitial Public Offering (pre-IPO) private placement
of 48,23,151 equity shares for cash consideration aggregating to Rs. 1,500 millions, which was utilised for prepayment or
scheduled re-payment of all or a portion of certain outstanding borrowings availed by the Company. The pre-IPO expenses
incurred of Rs. 44.25 millions (excluding taxes) has been adjusted against securities premium.
(B) During the year ended March 31, 2024 the Company had completed IPO comprising of fresh issue of 1,92,92,604 equity
shares of face value Rs. 5/- each at an issue price of Rs. 311/- per share for cash consideration aggregating to Rs.
6,000 millions. Pursuant to IPO, equity shares of the Company were listed on BSE Limited and National Stock Exchange
(hereinafter referred to as ""Stock Exchanges"") w.e.f. February 14, 2024.
The Company had received an amount of Rs. 5,541.41 millions (net of IPO expenses of Rs. 458.59 millions including taxes)
from proceeds out of fresh issue of equity shares. The utilisation of net IPO proceeds is summarised below.
Pursuant to resolution passed by the Members in the Annual General Meeting dated 29 July 2022 and as approved by Registrar
of the Company w.e.f. 04 August 2022, the Company has been converted from Private Limited Company into a Public Limited
Company including adoption of new Memorandum of Association and new Articles of Association as applicable to Public
Company in place of existing Memorandum of Association and Articles of Association of the Company.
52 The Board of Directors of the Company have recommended dividend of Rs. 2 per fully paid up equity share of Rs.5/-
each for the financial year 2024-25 subject to approval of members of the Company at the forthcoming Annual General
Meeting. The dividend declared by the Company during the year is in accordance with section 123 of the Act, as
applicable.
53 The Company has not entered into any agreements for loans or advances to the directors, promoters, KMP''s and
related parties where either loans and advances repayable on demand or without specifying any terms of period of
payment.
54 The Company does not have any transactions with companies which are struck off under Section 248 of the
Companies Act, 2013 or Section 560 of the Companies Act, 1956.
55 The quarterly returns comprising stock and book debts statements filed by the Company with banks are in agreement
with the books of accounts of the Company of the respective period.
56 The Standalone Financial Statements were approved by the Board of Directors at their meeting held on May 23, 2025.
For and on behalf of the Board of Directors
Rashi Peripherals Limited
Krishna Kumar Choudhary Sureshkumar Pansari Kapal Suresh Pansari
Chairman & Whole-time Director Vice-Chairman & Whole-time Director Managing Director
DIN:00215919 DIN:00215712 DIN:00215510
Rajesh Goenka Himanshu Kumar Shah Hinal Shah
Chief Executive Officer Chief Financial Officer Company Secretary
Place : Mumbai
Date : May 23, 2025
Mar 31, 2024
1 ZNet Technologies Private Limited is a subsidiary (51%) of Rashi Peripherals Limited with effect from January 18, 2019. The Company has evaluated the carrying value of its investment and on the basis of estimated Net Present Value of forecasted cash flows provided for an aggregate impairment loss of '' 14.54 millions.
2 Rashi Peripherals Pte Ltd (Singapore) is a subsidiary (51.46%) of the Company with effect from November 06, 2020. Further, during the year ended March 31, 2023, the Company had invested in right issue of Rashi Peripherals Pte Ltd (Singapore) pursuant to which, its shareholding in Rashi Peripherals Pte Ltd (Singapore) has increased from 51.46% to 75.73% with effect from November 15, 2022.
3 Refer Note 48 for disclosure as required u/s 186(4) of the Companies Act, 2013.
4 The significant reduction in fair value of investment in equity shares of Blynk Marketing Private Limited (''Blynk'') is on account underperformance in its operations by Blynk and failure to meet its projections provided for the purpose of valuation of the investment in the current year; mainly relating to raising of funds and certain financial parameters.
1. The loan given to ZNet Technologies Private Limited (subsidiary) is for general business purpose, at the rate of interest of 10% p.a. which is comparable to the average commercial rate of interest.
2. Refer Note 48 for disclosures as required under sec 186(4) of Companies Act, 2013.
1. Cash on hand includes balance of '' 0.2 millions and '' 0.12 millions for the year ended March 31, 2024 and March 31, 2023 respectively held in HDFC Bank money plus card, '' 0.00* millions and '' 0.05 millions for the year ended March 31, 2024 and March 31, 2023 respectively in Axis Bank prepaid card, EURO 200 and EURO 200 , equivalent to '' 0.02 millions and '' 0.02 millions for the year ended March 31,2024 and March 31, 2023 respectively and USD 1,711 and USD nil, equivalent to '' 0.15 millions and '' nil for the year ended March 31,2024 and March 31, 2023 respectively.
2. Includes '' 542.17 millions and '' 39.23 millions for the year ended March 31,2024 and March 31,2023 respectively held in SGD & USD denominated bank accounts.
3. Includes balance of '' 544.70 millions and Nil for the year ended March 31, 2024 and March 31, 2023 respectively held with Axis Bank (Public Issue Account).
* '' 0.00 Millions denotes amount less than '' 10,000.
The Company has only one class of shares referred to as equity shares having par value of '' 5 per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
1 The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purpose. 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 the general reserve will not be reclassified subsequently to profit or loss.
2 The Retained Earnings represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in the respective years. This reserve can be utilized for distribution of dividend by the Company considering the requirements of the Companies Act, 2013.
3 The Securities Premium reserves was created out of the issue of equity shares at premium. This reserve can be utilized for capitalization of fully paid bonus equity shares considering the requirements of the Companies Act, 2013.
4 Other Comprehensive Income represents the cumulative gains and losses arising on the fair valuation of equity instruments designated at FVTOCI and on remeasurement of defined benefits plan.
3. There is no default in terms of repayment of principal and interest.
4. In previous year, the Company entered into a tripartite agreement with Indiabulls Properties Private Limited (IPPL) and Indiabulls Housing Finance Limited (IHFL) for sale of property by IPPL to the Company, against which a loan of '' 118.59 millions was obtained by the Company from IHFL (directly disbursed as per terms to IPPL). An initial deposit of '' 14.45 millions was given by the Company to IPPL pursuant to the same. During the previous year, the tripartite agreement was terminated, as a result of the sale terms not being met by IPPL and a refund of the initial deposit was received by the Company alongwith interest of '' 15.28 millions. The loan from IHFL was repayed / settled by IPPL as part of the termination and the Company has received a no dues certificate from IHFL, in respect of the same. Accordingly, the Company accounted for the termination by adjusting the loan outstanding of '' 118.59 millions and deposit recovered against the amount disclosed under Other Receivables (non- current).
5. During the financial year ended March 31, 2024, the company has prepaid its loan availed as part of Emergency Credit Line Guarantee Scheme from Standard Chartered Bank, Axis Bank and HDFC bank.
6. The Company has satisfied the covenants prescribed in terms of sanction letters for borrowings with banks.
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against equitable mortgage of office premises of company situated at 5th Floor Ariisto House and personal guarantees of two directors)
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against first pari-passu charge on stock, book debts along with personal guarantees of two directors) HSBC - Working Capital Demand Loan
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against hypothecation of first pari-passu charge over current assets of the borrower present as well as future)
(Secured against Personal guarantees of two directors)
3. There is no default in terms of repayment of principal and interest.
4. Loans from directors and other parties are unsecured and repayable on demand.
5. The Company has satisfied the covenants prescribed in terms of sanction letters for borrowings with banks. (Refer note 58)
(1) Trade Payables are payables in respect of the amount due on account of goods purchased or services received in the normal course of business.
(2) The above information has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon by the auditors. Refer Note 42 for MSME disclosures.
The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting year, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the Defined Benefit Obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the Defined Benefit Obligation has been calculated using the projected unit credit method at the end of the reporting year, which is the same method as applied in calculating the Defined Benefit Obligation as recognised in the Balance Sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years. Significant risks and assumptions:
Interest rate risk: A fall in the discount rate which is linked to the Government Securities Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.
Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.
Investment Risk : The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting year on government bonds. If their return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
Asset Liability Matching Risk : The plan faces the ALM risk as to the matching cashflow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.
Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very low as insurance companies have to follow stringent regulatory guidelines which mitigate risk.
1. No Provision has been made for disputed claims against the Company not acknowledged as debts, as the management is hopeful of successfully contesting the same in appeal.
2. Future cash outflows in respect of the above matters are determinable only on receipt of judgements/decisions pending at various forums/authorities. The Company does not expect the outcome of the matters stated above to have material adverse impact on the Company''s financial condition, results of operation or cash flows. The Company doesn''t envisage any likely reimbursement in respect of the above.
2. The financial instruments are categorised into three levels based on the inputs used to arrive at fair value measurements as described below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3: Inputs based on unobservable market data.
38 Accounting of Financial Instruments
The Company entered into foreign exchange forward contracts with the intention of reducing the foreign exchange risk of expected purchases. These contracts are not designated as hedge relationships and are measured at fair value through profit or loss.
The exchange (gain) or loss on settlement of trade payables and trade receivables arising on imports and exports respectively during the year ended amounted to '' 52.91 millions and '' 286.23 millions for the year ended March 31, 2024 and March 31, 2023 respectively and the same has been included in the Standalone Statement of Profit and Loss.
These financial risk management policies are applied in order to mitigate potential adverse impact on the financial performance. The note below explains how the Company''s exposure to various risks, such as market risk (foreign exchange risk), credit risk, liquidity risk, interest rate risk and capital risk are addressed/mitigated.
Market Risks Foreign Exchange Risk
The Company enters into transactions denominated in foreign currencies. In order to mitigate risks arising on account of foreign currency fluctuations, the Company has set policies with respect to foreign exchange risk management. The Company, wherever applicable have used foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and highly probable forecast transactions. Most of the transactions of the Company are in Indian rupees and transactions in foreign currencies are evaluated from the perspective of hedging by a forward cover.
The Company applies 1% as the sensitivity rate while ascertaining foreign currency exposure. Accordingly 1% strengthening of Indian Rupees against all relevant uncovered foreign currency transactions would have impacted profit before tax by '' 44.14 Millions and '' 27.57 Millions for the year ended March 31, 2024 and March 31, 2023 respectively. Similarly for 1% weakening of Indian Rupees these transactions, there would be an equal and opposite impact on the profit before tax.
Credit risk is minimized through conservative credit policy by the Company. Credit insurance is also taken to mitigate the credit risk. The Company sells to both small retailers and large format retailers, giving them a credit period of 30- 60 days. The Company mitigates credit risk by strict receivable management procedures and policies. The Company has a dedicated independent team to review credit and monitor collection of receivables on a pan India basis. As per the company''s policy, interest on delayed payments is charged from customers at an average interest rate of 12%-18%.
The Company has built an appropriate liquidity risk management framework for its short, medium and longterm funding and liquidity requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and financial liabilities.
The following table details the Company''s remaining contractual maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted cash flows of financial assets based on the earliest date on which the Company can collect the cash flows.
Interest rate risk is the risk that the fair value or future cash flows of the financial instruments will fluctuate because of changes in market interest rates. However, the Company is not significantly exposed to interest rate risk as at the respective reporting dates.
The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximizing the return to shareholder through the optimisation of the debt and equity balance.
The capital structure of the Company consists of debt, represents the borrowings net of cash and bank balances as disclosed in the respective notes above and total equity of the Company comprising issued share capital and other equity attributable to the shareholders, as disclosed in the statement of changes in equity. The gearing ratio at the end of the year is as below:
Reportable segments include components of an enterprise about which separate financial information is available which is evaluated regularly by the Chief Operating Decision Maker (the "CODM") in deciding how to allocate resources and in assessing performance. The Company operates in a single operating segment namely Computer Systems , Software & Peripherals, Mobiles. The Board of Directors is the CODM of the Company and makes operating decisions, assesses financial performance and allocates resources based upon discrete financial information. Since the Company operate in a single operating segment, separate segment reporting has not been made under Indian Accounting Standard (Ind- AS 108 )-"Operating Segment". Further, the operation of the Company comprises of geographical segment as disclosed in note 27.
1. The above information has been determined to the extent such parties have been identified on the basis of the information available with the Company. This has been relied upon by the auditors.
2. There are dues of Micro, Small and Medium Enterprises exceeding 45 days from the date of invoice and hence, interest is payable for the year ended March 31, 2024 and March 31, 2023.
43 Corporate Social Responsibility Expenses (CSR)
1 CSR amount required to be spent as per Sec 135 of the Companies Act, 2013, read with schedule VII thereof by the Company during the year is '' 37.85 millions and '' 30.76 millions for the year ended March 31, 2024 and March 31, 2023.
1 Current Ratio is computed by dividing Current Assets by Current liabilities.
2 Debt Equity Ratio is computed by dividing Borrowings by Total Equity.
3 Debt Service Coverage Ratio is computed by dividing earnings available for debt service (profit after tax finance cost depreciation and amortisation expenses) by debt service (Interest expense lease payments principal repayments of debt).
4 Return on Equity is computed by dividing profit after tax by average shareholders'' equity.
5 Inventory turnover ratio is computed by dividing Cost of goods sold by Average Stock {(Opening Closing stock)/2}.
6 Trade receivables turnover ratio is computed by dividing revenue from operations by average trade receivables.
7 Trade Payables turnover ratio is computed by dividing total purchases by average trade payables.
8 Net capital turnover ratio is computed by dividing revenue from operations by working capital (current assets less current liabilities).
9 Net profit ratio is computed by dividing profit after tax by revenue from operations.
10 Return on capital employed is computed by dividing Earning before Interest and Tax by capital employed. Capital Employed= Tangible Net Worth Total Debt Deferred Tax Liability
11 Return on investment is computed by dividing profit after tax by average shareholders equity.
12 Impact of deployment of pre-IPO and IPO funds as per the objects of the prospectus into working capital requirements of the Company and re-payment of outstanding borrowings of the Company resulted into significantly decrease of current liabilities of the Company.
13 Impact of deployment of pre-IPO and part IPO funds for repayment of working capital loans to the tune of ''4,755.30 millions.
14 Impact of raising funds from pre-IPO and IPO, results into increase in cash flows which strengthens the company''s ability to meet its debt service obligations.
15 It is calculated as net income divided by average shareholders'' equity. Pre-IPO and IPO has resulted in significant increase in amounts of equity, resulting in larger equity base of the company at the end of the year. It has decreased due to change in denominator (average shareholders'' equity) at year end while change in the numerator (profit after tax) remains relatively unchanged.
16 Net capital turnover ratio is calculated by dividing turnover (numerator) by net working capital including current borrowings (denominator). Impact of deployment of pre-IPO and IPO funds as per the objects of the prospectus into working capital requirements of the Company and re-payment of outstanding borrowings of the Company, resulted into increase in denominator at the end of the year without corresponding increase in numerator.
46 Additional Regulatory Information required by Schedule III to the Companies Act, 2013
1 The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (Act No. 45 of 1988) and Rules made thereunder.
2 The Company has not been declared wilful defaulter by any bank or financial institution or other lender or Government or any Government Authority from where Company has availed banking facilities.
3 The Company has complied with the requirement with respect to number of layers prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017
4 Utilisation of borrowed funds and share premium
4.1 The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or;
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
4.2 The Company has not received any fund from any persons or entities, 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.
5 There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.
6 The Company has not traded or invested in crypto currency or virtual currency during year ended March 31, 2024 and March 31,2023
7 The Company does not have any charges or satisfaction of charge which is yet to be registered with Registrar of Companies beyond the statutory period except satisfaction of charge created with Saraswat Co-Op Bank Limited (Charge ID 90222309) and Standard Chartered Bank (Charge ID 100455504), which has been subsequently satisfied on April 19, 2024 and May 10, 2024 respectively.
47 The Accounts of the Company have been prepared on "going concern basis". The Board of Directors are of the Opinion that the Current Assets, Loans and Advances have realisation value of an amount equivalent to their stated carrying values.
49 During the year ended March 31, 2024 the Company has paid dividend of 10% of the face value of fully paid up equity share of ''5/- each which was proposed for the FY 2022-2023. During the year ended March 31, 2023 the Company has paid dividend of 10% of the face value of fully paid up equity share of ''5/- each which were proposed for the FY 20212022. The dividend declared and paid by the Company during the year is in accordance with section 123 of the Act, as applicable. Out of the total dividend paid by the Company during the year ended March 31, 2024 and March 31, 2023, '' 20.89 millions and '' 1.05 millions respectively is paid to key managerial personnel and relatives of key managerial personnel.
50 The Company has not entered into any scheme of arrangement which has an accounting impact for the year ended March 31, 2024 and March 31,2023.
The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come in to effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.
52 As per the requirements of rule 3(1) of the Companies (Accounts) Rules 2014, the Company uses only such accounting software for maintaining its books of account that have a feature of recording audit trail of each and every transaction creating an edit log of each change made in the books of account along with the date when such changes were made and who made those changes within such accounting software. This feature of recording audit trail has operated throughout the year and was not tampered with during the year. In respect of the accounting software, audit trail was not enabled as per the requirements of rule 3(1) of the Companies (Accounts) Rules 2014 for direct data changes to database level. The company has established and maintained an adequate internal control framework over its financial reporting and based on its assessment, has concluded that the internal controls for the year ended March 31, 2024 were effective.
53 (A) During the year ended March 31, 2024, the Company has undertaken pre-Initial Public Offering (pre-IPO)
private placement of 48,23,151 equity shares for cash consideration aggregating to '' 1,500 millions, which was utilised for prepayment or scheduled re-payment of all or a portion of certain outstanding borrowings availed by the Company. The pre-IPO expenses incurred of '' 44.25 millions (excluding taxes) has been adjusted against securities premium.
(B) During the year ended March 31, 2024 the Company has completed IPO comprising of fresh issue of 1,92,92,604 equity shares of face value '' 5/- each at an issue price of '' 311/- per share for cash consideration aggregating to '' 6,000 millions. Pursuant to IPO, equity shares of the Company were listed on BSE Limited and National Stock Exchange (hereinafter referred to as "Stock Exchanges") w.e.f. February 14, 2024.
54 Conversion of the Company from Private Limited to Public Limited
Pursuant to resolution passed by the Members in the Annual General Meeting dated 29 July 2022 and as approved by Registrar of the Company w.e.f. 04 August 2022, the Company has been converted from Private Limited Company into a Public Limited Company including adoption of new Memorandum of Association and new Articles of Association as applicable to Public Company in place of existing Memorandum of Association and Articles of Association of the Company.
55 The Board of Directors have recommended dividend of '' 1 per fully paid up equity share of ''5/- each for the FY 2023-24 subject to approval of members of the Company at the forthcoming Annual General Meeting.
56 The Company has not entered into any agreements for loans or advances to the directors, promoters, KMP''s and related parties where either loans and advances repayable on demand or without specifying any terms of period of payment.
57 The Company does not have any transactions with companies which are struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
58 The quarterly returns comprising stock, book debts, trade payables statements and unhedged foreign currency statements filed by the Company with such banks and financial institutions are in agreement with the books of accounts of the Company of the respective period.
59 The Standalone Financial Statements were approved by the Board of Directors at their meeting held on May 24, 2024.
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