b. Estimation of provision and for contingent liabilities
A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best
estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements.
c. Estimation of useful life of property, plant and equipment
The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. Useful life is determined based on the technical evaluation done by the management's expert which are higher than those specified by Schedule II to the Companies Act 2013, in order to reflect the actual usage of the assets.
d. Estimation in determination of variable consideration
Revenue recognition includes variable consideration such as discounts, revision for changes in commodity prices and amortization ofupfront payment to customers which involves estimates and judgements with respect to region and product wise sales volume, expected customer settlement
on price changes and expected future sales volume for amortization of upfront payment to customers.
B) Estimates and assumptions.
a) Estimation of defined benefit obligation
The costs, assets and liabilities of the defined benefit schemes operated by the Company are determined using methods relying on actuarial estimates and assumptions. Details of the key assumptions and the sensitivity of the net assets/liability position to changes in those key assumptions are set out in note 45. The Company takes advice from independent actuaries relating to the appropriateness of the assumptions. Changes in the assumptions used may have a significant effect on the statement of profit and loss and the balance sheet for the periods under review.
b) Impairment of trade receivables
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past history and existing market conditions as well as forward-looking estimates at the end of each reporting period.
iii) Estimation of Fair Value
The Company obtains independent valuations for its investment properties at least annually. The best evidence of fair value is current prices in an active market for similar properties.
The fair values of investment properties have been determined by Mr. Vineet O Agarwal who is a registered valuer as defined under rule 2 of Companies Registered Valuers and Valuation Rules, 2017. All resulting fair value estimates for investment properties are included in level 3.
iv) Presenting cash flows
The Company classifies cash outflows to acquire or construct investment property and rental inflows as investing cash flows.
v) There are no contractual obligations to purchase, construct or develop investment property or for its repair, maintenance or enhancement as at March 31,2026 and March 31,2025.
NOTE 7 NON-CURRENT INVESTMENTS (Contd.)Notes
i. On November 12, 2025, The Board of Directors of the Company had accorded its approval for initialisation of the revised Joint Venture Agreement between the Company and Inalfa Roof Systems B.V. ("Inalfa") and Inalfa Gabriel Sunroof Systems Private Limited ('IGSSPL'). The execution of the Agreement is subject to obtaining requisite approvals fmm the Ministry of Heavy Industries, Government of India, for which Inalfa will initiate the application process. Upon receipt of these approvals, Inalfa will infuse capital into IGSSPL for 35% shareholding with remaining 65% shareholding With the Company.
ii. The Company has incorporated a wholly owned subsidiary in Belgium in order to undertake research and development activities for vehicle components.
iii. The Board of Director of the Company have accorded its approval in the Board meeting dated July 09, 2025 to enter into a Joint Venture Agreement and Share Subscription Agreement with Jinos Co., Ltd., a corporation incorporated under the laws of South Korea ("Jinos") for subscription of equity shares of Jinhap Automotive India Private Limited ("JAIPL") now known as Jinhap Gabriel Auto India Private Limited to undertake the business of engineering, designing, developing, manufacturing, import, export, assembly, marketing, sales and distribution of fasteners for both automotive and industrial applications.
iv. On October 07, 2025, the Board of Directors of the Company had accorded its approval for execution of Joint Venture Agreement ('JVA') between SK Enmove Co., Ltd (SKEN), a corporation incorporated under the laws of the Republic of Korea, and the Company formally executed in October 15, 2025, to enable formation of a Joint Venture Company wherein SKEN and the Company will have shareholding in the ratio of 51:49 respectively, and will undertake the business of engineering, designing, developing, manufacturing, packaging, import, blending, assembly, marketing, sales and distribution and exports of any type of engine oils, e-fluids (electric vehicle fluids), shock absorber oil, industrial lubricants, greases and e-thermal fluids (thermal management) in identified territory.
Notes
i. The Company gave a loan of ' 300 million (March 31, 2025: 523.50 million) to Inalfa Gabriel Sunroofs Systems Private Limited with an outstanding balance of ' Nil million (March 31,2025: ' 613.03 million) repayable within 12 months from the date of its drawdown. The loan carried interest @ 8.50% to 9.00% p.a. payable alongwith repayment of loan. These loans were repaid during the current year.
ii. There are no loans granted to the promoters, directors, key managerial personnels and any other related parties as defined under the
Companies Act, 2013 which are repayable on demand or payment terms or period of repayment is not defined.
C. Rights, preferences and restrictions attached to Equity shares:
The Company has only one class of share referred to as equity shares having a par value of ' 1 per share. Each holder of equity shares present in meeting in person or by proxy is entitled to one vote per share. The Company declares and pays dividends 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. In the unlikely 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 and amount paid on equity shares held by the shareholders.
There were no bonus shares issued or allotted for consideration other than cash or shares bought back during the current financial year and immediately preceding financial year.
Nature and purpose of reserves
Securities Premium: Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.
General Reserve: The 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 the General reserve will not be reclassified subsequently to the statement of profit and loss.
Cash Flow Hedge Reserve: The cash flow hedging reserve is used to recognise the effective portion of gains or losses on derivatives that are designated and qualify as cash flow hedges, as described in note 29. Amounts are subsequently either transferred to the initial cost of inventory or reclassified to profit or loss, as appropriate.
Retained Earnings: Retained Earnings comprises of the undistributed earning after tax, kept aside to meet future obligations.
Capital reserve: Reserve created under the Business Combination (refer note 54). The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Disclosure for supplier finance arrangement
Key terms and conditions of the arrangement are:
- The Company decides the list of vendors whose invoices are to be financed using the supplier finance facility availed from Citi Bank.
- The Company does not bear any interest cost in relation to the above invoices being financed.
- The Company pays the total value of invoices discounted on the respective due dates of invoices and hence there is no extended credit facility.
Note i: Delay in transfer to Investor Education Protection Fund
During the previous year ended March 31,2025, unpaid/unclaimed equity share capital in respect of interim dividend of financial year 2017-18 amounting to ' 0.03 million which became due for transfer to Investor Education and Protection Fund (IEPF), on expiry of 7 (seven) years on January 15, 2025 and was transferred on February 04, 2025 on account of technical glitches of depositories site. There are no amount due to be transferred to IEPF as at March 31,2026 which were not transferred within the stipulated timelines of section 124(6) of the Companies Act, 2013.
Provision is made for estimated warranty claims in respect of products sold which are still under warranty at the end of the reporting period. These claims are expected to be settled in the next financial year. Management estimates the provision based on historical warranty claim information and any recent trends that might suggest future claims could differ from historical amounts.
The Company generally provides warranty is based on distances covered and time period for warranty varies for each category of products sold. The assumptions made in relation to the current period are consistent with those in the prior year. Factors that could impact the estimated claim information include the success of the Company’s productivity and quality initiatives. As at March 31,2026, this particular provision had a carrying amount of ' 106.62 million (March 31,2025: ' 68.88 million). If claims costs were to differ by 10% from management’s estimates, the warranty provisions would be an estimated ' 10.66 million higher or lower (March 31,2025: 6.89 million higher or lower).
Other provision represents estimates made for probable claims arising out of litigations/disputes pending with authorities under various statutes. The probability and the timing of the outflow with regard to these matters depend on the ultimate settlement/conclusion with the relevant authorities.
Note C. The entire amount of the provision of ' 191.81 million (March 31,2025: ' 141.78) million is presented as bifurcated into non-current and current based on the past experience, the Company does not expect all employees to avail the full amount of accrued leave or require payment for such leave within the next 12 months.
Notes
The Government of India consolidated 29 existing labour regulations into four Labour codes, namely, The Code on Wages, 2019, The Industrial Relations Code, 2020, The Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020, collectively referred to as the 'New Labour Codes’ with effect from November 21, 2025. The New Labour Codes has resulted in a one-time material increase in provision for employee benefits on account of recognition of past service costs. Based on the requirements as per the of New Labour Codes and relevant Accounting Standard, the Company has assessed and accounted the estimated incremental impact as Exceptional Item in the results for the year ended March 31, 2026 amounting to ' 133.46 million. The Company continues to monitor the impact of Central and State Rules and clarifications notified by the Government on other aspects of the New Labour Codes and would provide appropriate accounting effect on the basis of such developments, as needed.
2 Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows below the table.
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity securities) is based on quoted market prices at the end of the reporting period. The mutual funds are valued using the closing NAV from asset management company. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over- the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to be approximate to their carrying amounts of these items due to their short-term nature. Where such items are Non-current in nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis.
There has been no change in the valuation methodology for Level 3 inputs during the year. There were no transfers between Level 1 and Level 2 during the year.
The Company's activities expose it to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures and are used exclusively for hedging purposes and not as a trading or speculative instruments.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact of hedge accounting in the financial statements.
A) Credit risk
Credit risk arises from cash and cash equivalents, contractual cash flows of loans and advances carried at amortised cost, investment in equity instruments measure at amortised cost or fair value through profit or loss and deposits with banks and financial institutions, as well as credit exposures to customers including outstanding receivables.
i) Credit risk management
Credit risk is managed on a group basis. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted as counterparties. The Company assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board. The compliance with credit limits by customers is regularly monitored by the management. Sales to customers are required to be settled within the agreed credit terms ranging from 30 to 90 days, mitigating
credit risk. There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.
The credit ratings of the counter parties to the loans granted are monitored for credit deterioration annually by the Company.
The Company's investments in mutual fund are considered to be low risk investments. The credit ratings of the issuers are monitored for credit deterioration.
ii) Trade receivables
Customer credit risk is managed through established policy, procedures and control relating to customer credit risk management. Further, Company’s customers includes Original Equipment Manufacturers (OEMs) and After Market (AM) dealers having long standing relationship with the Company. Outstanding customer receivables are regularly monitored and reconciled. At March 31,2026, receivable from Company’s top 10 customers representing 67% (March 31,2025: 95%) of the total receivable balances accounted for approximately 10% of sales (March 31,2025: 13%) of the Company's revenue. An impairment analysis is performed at each reporting date on an individual basis for major clients. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. The Company does not hold collateral security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions.
NOTE 42 FINANCIAL RISK MANAGEMENT (Contd.)
iii) Other receivables, deposits with banks and loans given
Other financial assets that are potentially subject to credit risk consists of loan given to the employees, investment in subsidiaries and other entities, deposits with banks, security deposits and receivables from related parties. The Company assesses the recoverability from these financial assets on regular basis. Factors such as business and financial performance of counterparty, their ability to repay, regulatory changes and overall economic conditions are considered to assess future recoverability. The Company charges interest on such loans at arms length rate considering counterparty's credit rating. Based on the assessment performed, the Company considers all the outstanding balances of such financial assets to be recoverable as on balance sheet date.
iv) Loan to related parties:
The Company considers the probability of default upon initial recognition of loan and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the loan as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. In particular, the following indicators are incorporated:
• internal credit rating
• actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the borrower's ability to meet its obligations
• actual or expected significant changes in the operating results of the borrower
• significant changes in the expected performance and behaviour of the counterparty, including changes in the payment status of the counterparty in the Company and changes in the operating results of the counterparty. Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the internal rating model. Regardless of the analysis above, a significant increase in credit risk is presumed if a counterparty is more than 30 days past due in making a contractual payment. A default on a financial asset is when the counterparty fails to make contractual payments as and when they fall due. Based on the assessment made by the Company during the year, the Company considers loans given to related parties as recoverables and further the identified credit loss for such loans was immaterial.
B) Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines.
The development of financial assets and liabilities is monitored on an ongoing basis. Internal directives regulate the duties and responsibilities of liquidity management and planning. Management monitors rolling forecasts of the Company' s liquidity position and cash and cash equivalents on the basis of expected cash flows.
The Company has significant usage of commodities like Steel, Oil, Aluminum exposing it to price risk arising out of market fluctuations. Commodity price risk exposure is evaluated and managed through procurement and other related operating policies. As the Company has a back to back pass through arrangements for volatility in raw material prices there is limited impact on the profit and loss and equity of the Company.
The Company enters into international transactions and is exposed to resultant foreign exchange risk, primarily with respect to the USD, CNY (RMB), EUR, GBP and JPY. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company's functional currency ('). The risk is measured through a forecast of highly probable foreign currency cash flows. The Company based on market trends and its expectation in respect of fluctuation in foreign currencies takes decision to hedge its currency risk using forward foreign exchange contracts to minimise the volatility of highly probable transactions.
(c) Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow hedges. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. For hedges of foreign currency purchases and sales, the Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item. The Company therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness. Ineffectiveness is recorded in the Statement of Profit and Loss.
The aggregate net foreign exchange loss recognised in statement of profit and loss is ' (0.29 million) (March 31, 2025: ' (22.69 million).
NOTE 43 CAPITAL MANAGEMENTRisk management
The Company's objectives when managing capital are to:
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
• Maintain an optimal capital structure to reduce the cost of capital.
NOTE 43 CAPITAL MANAGEMENT (Contd.)
In order to maintain or adjust the capital structure, the Company might adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares. Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio:
• net debt (lease liabilities and deposits net of liquid investment and cash and cash equivalents)
• divided by total 'equity' (as shown in the balance sheet, including non-controlling interests).
The Company's strategy is to maintain a positive net debt position by minimal utilisation of credit facilities. The gearing ratios were as follows:
NOTE 44 SEGMENT REPORTING
As per para 4 of Ind AS-108 (Operating Segments), if a single financial report contains both the consolidated financial statements of a parent that is within the scope of this Indian Accounting Standard as well as the parent’s separate financial statements, segment information is required only in the consolidated financial statements. Accordingly segment information has been provided only in the consolidated financial statements.
NOTE 45 DISCLOSURE IN ACCORDANCE WITH IND AS - 19 ON EMPLOYEE BENEFITS a) Defined contribution plans
The Company has certain defined contribution plans. Contributions are made to employees family pension fund, superannuation fund, employee state insurance and other funds in India for administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.
b) Post-employment obligations Gratuity
The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to fund managed by Life Insurance Corporation of India.
The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
Risk exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed
i) Asset volatility: All plan assets are maintained in a trust managed by a public sector insurer viz.LIC of India. LIC has
a sovereign guarantee and has been providing consistent and competitive returns over the years. The Company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The Company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence 100% liquidity is ensured. Also interest rate and inflation risk are taken care of.
ii) Changes in bond yields: A decrease in bond yields will increase plan liabilities, although this will be partially offset
by an increase in the value of plans' bond holdings
The Honorable Supreme Court has issued a judgement in February, 2019 in relation to inclusion of certain allowances in the definition of basic wages as defined under the Employees' Provident Funds & Miscellaneous Provisions Act, 1952. The Company has completed its evaluation and it believes that there will not be any additional liability due to supreme court judgement. The Company will continue to monitor and evaluate its position based on future events and developments
Note (i) The above matters related to Direct taxes demand (along with the applicable interest and penalties wherever levied) pertains to the following matters
(a) The Income Department had issued a demand order to the Company for year FY 2000-01 and FY 2001-02 disallowing the interest cost incurred by the Company pertaining to funds utilised for loans advances to its wholly owned subsidiary Stallion Shox (now merged with the Company). The demand raised by the Income Tax Department for FY 2000-01 and FY 2001-02 amounts to ' 7.67 million and 4.59 million respectively. The department has filed an appeal against this order at High Court.
(b) With respect to FY 2013-14, the Income tax department had a demand order amounting to ' 14.95 million including penalties. The demand was raised by the Income Tax Department by disallowing the certain deduction claimed by the Company, charging of certain receipts as business income which was considered as capital receipt by the Company. The Company filed an appeal against the order with CIT (Appeals), the authorities issued an order in the favour of department, further Company filed the appeal with ITAT wherein the order was issued in favour of the Company, The department has filed an appeal against the order which is pending for hearing at High Court.
(c) With respect to FY 2016-17, the Income tax department had a demand order amounting to ' 15.66 million. The demand was raised by the Income Tax Department by disallowing the management fees to the extent of 20% of the expense paid or provided by the Company in the FY 2016-17 which was payable by the Company to its Fellow Subsidiary. The department has filed an appeal against the order which is pending for hearing at High Court.
(d) With respect to FY 2020-21, the Income Tax Department issued a demand order amounting to ' 1.10 million towards non-deduction and non-payment of tax deducted at source (TDS) on fees for technical services paid to a non-resident. The Company has paid ' 0.55 million, being the amount considered as the correct demand. The balance demand is disputed. Accordingly, the Company has filed a rectification application as well as an appeal before the appropriate appellate authority for correction of the demand. The matter is currently under adjudication.
Note (ii) The above matters related to Indirect taxes demand (along with the applicable interest and penalties wherever levied) pertains to the following matters
(a) The Company has received multiple demands from Service Tax department for various years amounting to ' 3.00 million which mainly pertains to disallowance of CENVAT credit on freight services which was claimed by the Company in the respective years. The cases are pending at various level of authorities with the department.
NOTE 46 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR) (Contd.)
(b) Central Sales Tax demand of ' 17.84 million raised under the by various states under respective State VAT Laws, on account of non-submission of the Form C form and Form H which are pending to be received from the customers. The cases are pending at various level of authorities with the department.
(c) The Company has received demand orders from Goods and Service Tax Authority of various states for various period raising a demand of ' 43.55 million which mainly pertains to disallowance of credit claimed via return TRAN 1 filed during transition period and difference between GSTR 2A and GSTR 3B. The cases are pending at various level of authorities with the department.
(d) The Company has received multiple demands from Excise department for various years amounting to ' 6.19 million which mainly pertains to demand raised by the department on sales tax on deferred income, the cases are pending at various level of authorities with the department.
(e) The Company had received a demand from BOCW department amounting to ' 0.99 million related to BOCW dues payable for construction activities at Dewas plant
NOTE 49 LEASES
This note provides information for leases where the Company is a lessee. For leases where the Company is a lessor, refer note 3. The Company leases various Leasehold land, Solar power generation utilities, computer and printers. Rental contracts are typically made for fixed periods of two years to fifteen years.
NOTE 52 CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year, the Company was required to spend ' 46.95 million (i.e. 2% of the Average Net Profit of the three preceding years) on CSR Activities which represented donations/contributions to Companies which are engaged in CSR activities eligible under Section 135 of the Companies Act, 2013 as specified in Schedule VII. In furtherance to the budgeted expenditure the Company has spent ' 46.95 million (Previous year Budgeted CSR amount ' 36.47 million & Actual CSR spent ' 36.47 million) on the CSR Activities during the year.
NOTE 53 ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III(i) Details of benami property held
No proceedings have been initiated on or are pending against the Company under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(ii) Borrowing secured against current assets
The Company has no borrowings from banks and financial institutions secured against current assets.
(iii) Willful defaulter
The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
NOTE 53 ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III (Contd.)
(v) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(vi) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year other than as disclosed in note 55.
(vii) Utilisation of borrowed funds and share premium
The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(viii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(ix) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(x) Valuation of PP&E, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(xi) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
(xii) Title deeds of immovable properties not held in the name of company
The title deeds of all the immovable properties as disclosed in Note 2 and 6 to the financial statements, are held in the name of the Company.
NOTE 54 ACQUISITION OF MARELLI MOTHERSON AUTO SUSPENSION PARTS PRIVATE LIMITED
During the current year, the Board of Directors of the Company had completed acquisition of Marelli Motherson Auto Suspension Parts Private Limited ("MMAS") pursuant to the Asset Purchase Agreement executed between the Company, Marelli Europe S.p.A, and Samvardhana Motherson International Limited dated January 24, 2025 for the acquisition of identified assets relating to the manufacturing of passive shock absorbers, struts and gas dampers, subject to satisfaction of customary conditions.
All the assets and liabilities were transferred to Company with effect from April 01, 2025 post completion of the customary conditions.
Pursuant to the terms of the above agreement, since the Company has acquired multiple assets including man-power, the above agreement has been accounted by the Company as a business combination. Accordingly, all the assets and liabilities acquired under business combination were recorded at thier respective fair values in the books of the Company and surplus or deficit between the fair values of assets and liabilities acquired and consideration paid is accounted as other capital reserves. The management has further assessed the economic value of customer relationship and non-compete fees and noted that there is no allocable economic value.
NOTE 55 SUBSEQUENT EVENTS
The Board of Directors has, at its meeting held on June 30, 2025, approved a Composite Scheme of Arrangement (the ""Scheme"") involving the merger of Anchemco India Private Limited (Fellow subsidiary) with Asia Investments Private Limited (Immediate Holding Company) on a going concern basis with effect from the Appointed Date of April 01,2025; and subsequently, demerger and transfer of Automotive Undertaking of Asia Investments Private Limited as defined in the Scheme to the Company with effect from the Appointed Date of April 01,2026, subject to the requisite regulatory and other approvals under Regulation 37 of the SEBI (LODR) Regulations and section 230 to 232 read with relevant provisions and applicable rules of the Companies Act, 2013.
The Hon’ble National Company Law Tribunal, Mumbai Bench (NCLT) has sanctioned the Scheme vide its Order dated May 11, 2026. The Company is in the process of making the Scheme effective by making the relevant filings with regulatory authorities.
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