3B. GOODWILL

Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than its carrying amount.

CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is indication for impairment. The financial projections basis which the future cash flows have been estimated consider economic uncertainties, reassessment of the discount rates, revisiting the growth rates factored while arriving at terminal value and subjecting these variables to sensitivity analysis. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

The estimated value-in-use of this CGU is based on the future cash flows using a 2.00% annual growth rate for periods subsequent to the forecast period of 3 years and a discount rate of 8.5%. An analysis of the sensitivity of the computation to a change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount.

Impairment of goodwill

The Company estimates the value-in-use of the cash generating units (CGUs) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rates used for the CGUs represent the weighted average cost of capital.

i) Provision for Warranty claims:

Provision for warranty related costs is an estimate made by the management based on possible future outflow on servicing the customer for any corrective action when the product is sold to the customer. Initial Recognition is based on historical experience. The estimate of warranty related costs is reviewed annually.

27 TERMS OF REPAYMENT OF TERM LOANS AND OTHER LOANS

The term loans and other loans are repayable over a period of 1 to 5 years as per the terms of agreement entered into with the Banks / others.

28 Sale of Services

The Company's sale of services include certain composite services, wherein the purchase and its corresponding sale of materials/components amounting to Rs. 562.57 crores are netted off and reflected in the Statement of Profit and Loss. (previous year Rs 269.01 crores) .

37 Dividend of Rs. 7.39 per equity share amounting to Rs.18.06 Crores for the Financial year 2023-24 recommended by Board of Directors which is subject to the approval of shareholders at the ensuing Annual General meeting is not recognised as liability as at the date of Balance sheet.

40 EMPLOYEE BENEFITS Defined Contribution Plana) Provident Fund

In respect of the Employees Provident Fund Scheme, the Company has contributed Rs.7.20 crores for the year ended 31st March 2024 (previous year Rs. 6.97 crores) to Provident fund Authorities.

b) Superannuation :

The Company has contributed Rs. 0.88 crores for the period 2023-24 (previous year Rs. 0.71 Crores) to the Superannuation trust and the same is recognised in Statement of Profit and Loss under the head Employee benefit expenses.

Defined Benefit Plan

c) c) In respect of Employees Provident Fund managed through Trust, the Company has contributed Rs. 5.25 crores for the year ended 31st March,2024 (previous year Rs. 4.25 crores) to the Provident Fund Trust. The interest payable by trust to the beneficiaries of trust as per the rate notified by the Government is met by the trust with contribution from company for the previous year ended 31st March 2024 of Rs. 2.96 Crores. (previous year - Rs. 2.52 Crores).

d) Gratuity and Leave Salary

In case of the above Defined Benefit Plans, the liability is determined on the basis of Actuarial Valuation and provided for in the Statement of Profit and Loss/ Other Comprehensive Income which are disclosed as below:

B. Fair value hierarchy

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level 1 hierarchy - Includes Financial Instruments measured using quoted prices in the active market.

Level 2 hierarchy - The Fair value of Financial Instruments that are not traded in an active market, is determined using valuation techniques which maximise the use of observable market data.

Level 3 hierarchy - Includes Financial Instruments for which one or more of the significant inputs are not based on observable market data. This is applicable for unlisted securities.

i) The Fair value of an Equity Instruments classified as at Fair value through profit or loss included under Level 3 Investments is determined using Cost approach.

ii) The Fair value of an Equity Instrument classified as at Fair value through Other Comprehensive Income included under Level 3 Investments was valued by Registered valuer taking a combination of comparable companies multiple method and Discounted cash flow method in the previous year.

iii) There are no transfers between Level 2 and Level 3 during the year.

iv) Trade Receivables, Trade Payables, Cash and Cash Equivalents and Other Financial Assets and Liabilities are stated at amortized cost which approximates their fair value.

C. Financial risk management

The Company's business activities are exposed to a variety of financial risks, namely liquidity risk, market risk and credit risk. The Risk management policies have been established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review and reflect the changes in the policy accordingly.

a) Management of liquidity risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company's approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities . In doing this, management considers both normal and stressed conditions.

The Company regularly monitors the rolling forecasts and the actual cash flows to service the financial liabilities on a day-to-day basis through cash generation from business and by having adequate banking facilities.

The following table shows the maturity analysis of the Company's financial liabilities based on contractually agreed undiscounted cash flows along with its carrying value as at the Balance sheet date.

b) Management of Market risk:

The Company is exposed to the following market risks which affects the value of the Financial instruments:

1. Currency risk

2. Interest rate risk

i) Foreign currency risk

Foreign currency risk is the risk that the fair value of or future cash flows of an exposure will fluctuate because of the changes in foreign exchange rates. As at 31st March, 2024, the net un-hedged exposure to the Company on holding such financial assets and liabilities amounts to Rs. 101.36 Crores.

The Company manages currency exposures by continuously monitoring the Foreign currency rates with the transaction rate and takes steps to mitigate the risk using Forward/ Derivative contracts.

Sensitivity to risk

A 5% strengthening of the INR against foreign currencies to which the Company is exposed (net of hedge) would have led to approximately an additional Gain of Rs. 4.83 Crores in the Statement of Profit and Loss. A 5% weakening of the INR against these currencies would have led to an equal impact but with opposite effect.

As at 31st March 2024, the Company has 90 open foreign exchange forward contracts as below (31st March, 2023 - 48 contracts)

ii) Interest rate Risk

Interest rate is the risk that the Fair value of future cash flows of a financial instruments will fluctuate because of changes in market interest rates. The Company has Rs. 39.29 Crores Borrowings at Floating rate of Interest as at 31st March, 2024 (previous year Rs. 100.88 Crores).

Sensitivity to risk

An increase in interest rate of 1% will likely to affect the profit negatively by Rs. 0.39 crores and a decrease of 1% would have led to an equal impact but with opposite effect.

c) Management of credit risk

Credit risk is the risk of financial loss to the Company if the other party to the financial assets fails to meet its contractual obligations.

i) Trade Receivables:

Concentration of credit risk with respect to trade receivables are limited as the customers are predominantly original equipment manufacturers (OEs). All trade receivables are reviewed and assessed for default on a quarterly basis. Our historical experience of collecting receivables is that credit risk is low. Refer Note (f) for accounting policy on Financial Instruments.

ii) Other Financial Assets:

The Company has exposure in Cash and cash equivalents and term deposits with banks. The Company's maximum exposure to credit risk as at 31st March, 2024 is the carrying value of each class of financial assets as on that date.

49 Amalgamtion of Sundaram Hydraulics Limited (SHL)

The Hon'ble National Company Law Tribunal, Chennai Bench (NCLT) vide its order dated 26th July 2023 read with corrigendum dated 1st August 2023, received on 14th August 2023 has approved the scheme of amalgamation of M/s Sundaram Hydraulics Limited (SHL), a company engaged in the business of design, manufacture and distribution of hydraulic cylinders for the domestic and global Mining & Construction Equipment industry, with M/s. Wheels India Ltd and their respective shareholders under Section 230 to 232 and other applicable provisions of Companies Act 2013 read with Companies (Compromoise, Arrangement and Amalgamation) rules, 2016. The said scheme was made effective 1st September 2023.

Rationale for Amalgamation

1. The amalgamation will enable product diversification and growth to the Transferee company

2. This will facilitate expansion of the business of Transferor company by using the customer base of the Transferee company.

3. As a combined entity, the amalgamation will help in widening the product offering to the existing strategic customers of both the transferor as well as the transteree company.

4. Will help in achieving consolidation, greater integration and flexibility that will maximize overall shareholder's value and improve the competitive position and negotiating power of the combined entity.

5. Improves organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry

6. Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, elimination of duplication and rationalization of administrative expenses.

7. The amalgamation will result in reduction of multiplicity of entities, thereby reducing compliance cost of multiple entities viz., statutory flings, regulatory compliances, labour law/ establishment related compliances.

Accordingly, effective the appointed date 1st October, 2021, the amounts have been restated, after recognizing

the effect of amalgamation.

Pursuant to Ind AS 103 and as per the accounting treatment approved by NCLT, the Company has recognised

the difference between the consideration paid and aggregate fair value of net assets taken over, as on the

appointed date as goodwill.

As per the said Scheme, 3,68,454 equity shares having a face value of Rs.10 each, fully paid-up, were issued and allotted to the eligible erstwhile shareholders of SHL on September 14, 2023. Accordingly, Earnings per share presented in the above results are restated considering the additional shares issued from the appointed date.

Goodwill on the above transaction reflects growth opportunities and synergy benefits which are not separately identifiable. The goodwill and other intangible assets recognised, arising on consolidation, are not depreciable for income tax purposes.

Acquired Receivables

Fair Value of trade and other receivables acquired is Rs 12.53 crores. These amounts are fully collectible. Impact of above acquisition on the results

The acquired business contributed Revenue of Rs 158.93 Crores and Profit Before tax of Rs 4.10 Crores during Financial year 2023-24. During previous year 2022-23, the corresponding figures were Rs 127.11 Crores and (Rs 3.02 Crores) respectively.

51 Other Regulatory Disclosures as required under Schedule III Of Companies Act, 2013:

a) The Company does not have any Benami property held in its name. No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder

b) During the year, the Company has borrowings from banks on the basis of security of current assets. Returns/Statements filed with the banks on a periodical basis are in agreement with the books of accounts.

c) As per the information available with the company, the company has not transacted with any companies struck off under section 248 of the Companies Act, 2013 or under Section 560 of the Companies Act, 1956

d) There has been no charges or satisfaction yet to be registered with the Registrar of Companies (ROC) beyond the statutory period

e) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

f) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of 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

(i) 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

(ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

g) 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

(i) 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

(ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

h) The Company has not traded or invested in Crypto currency or virtual currency during the financial year ended March 31,2023

i) The Company has not given any loans or advances in the nature of loans to Promoters, Directors, Key Managerial Personnel and related parties, that are repayable on demand or without specifying any terms or period of repayment.

52 Other notes:

a) The Board of Directors at their meeting held on November 01, 2023 had approved the proposal to incorporate Wholly-Owned-Subsidiaries (“WoS") in the United States of America and Germany. The primary purpose of WoS is to support the parent Company in business development and supply chain activities in US & European region. It will also help in gaining full control on the export market, leading to export growth and expansion in the operations. It will enable to maintain high level of consistency and coordination in its global strategy.

Accordingly, the Company has incorporated a WoS in the name of M/s. WIL USA Inc., in the State of Delaware, USA on January 26, 2024. The Company has not subscribed towards share capital of WoS and hence, the books of M/s. WIL USA Inc., have not been consolidated for the purpose of consolidated financial statements of WIL. The Company is in the process of incorporating a WoS in Germany.

b) Previous year's figures have been regrouped wherever necessary to conform to this year's classification.