2.13 Provisions
Provisions are recognised, when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
2.14 Contingent liability and contingent assets
(a) Contingent liability is disclosed for:
• Possible obligations which will be confirmed only by future events not wholly within the control of the Company; or
• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
(b) Contingent assets are not recognised. However, when inflow of economic benefits is probable, related asset is disclosed.
2.15 Taxes on income
The income tax expense represents the sum of the tax
currently payable and deferred tax.
(a) Current tax
ncome tax expense or credit for the period is the tax payable on the current period's taxable income using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The Company periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.
(b) Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the standalone financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, a deferred tax liability is not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences arising on investment in associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investment is only recognised to the extent that it is probable
that there will be sufficient taxable profits agains' which to utilise the benefits of the temporary differences and they are expected to reverse ir the foreseeable future. The carrying amount o' deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asse to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date.
The measurement of deferred tax liabilities anc assets reflects the tax consequences that wouk follow from the manner in which the Company expects, at the end of the reporting period, tc recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable righ" to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
For transactions and other events recognised in profit or loss, any related tax effect is also recognised in profit or loss. For transactions and events recognised outside profit or loss (either m other comprehensive income or directly in equity) any related tax effects are also recognised outside profit or loss (either in other comprehensive income or directly in equity, respectively).
(c) Current tax and deferred tax for the year
Current and deferred tax are recognised m Statement of profit or loss, except when they relate to items that are recognised in othe comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income oi directly in equity respectively. Where current tax oi deferred tax arises from the initial accounting for e business combination, the tax effect is included m the accounting for the business combination.
2.16 Financial instruments
Financial assets and financial liabilities are recognized
when the Company becomes a party to the contractua
provisions of the instruments.
(a) Initial recognition
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the Statement of profit and loss. However, trade receivables that do not contain a significant financing component are measured at transaction price in accordance with Ind AS 115.
(b) Subsequent measurement
(i) Financial assets
All recognized financial assets are subsequently measured in their entirety at either amortized cost or fair value, depending on the classification of the financial assets, except for investments forming part of interest in subsidiaries / associates, which are measured at cost.
Classification of financial assets
The Company classifies its financial assets in the following measurement categories:
a) those to be measured subsequently at fair value (either through other comprehensive income, or through Statement of profit or loss), and
b) those measured at amortized cost
The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.
Amortized cost
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on these assets that is subsequently measured at amortized cost is recognized in Statement of profit or loss when the asset is derecognized or impaired.
Interest income from these financial assets is included in finance income using the effective interest rate method.
Fair value through other comprehensive income (FVTOCI)
Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVTOCI). Movements in the carrying amount are taken through OCI. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to Statement of profit or loss and recognized in other income / (expense).
Fair value through profit or loss (FVTPL)
Assets that do not meet the criteria for amortized cost or FVTOCI are measured at fair value through profit or loss. A gain or loss on these assets that is subsequently measured at fair value through profit or loss is recognized in the Statement of profit and loss.
Impairment of financial assets
Expected credit loss (ECL) is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls).
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the financial assets that are measured at amortised cost e.g., cash and bank balances, investment in equity instruments of subsidiary companies, trade receivables and loans etc.
At each reporting date, the Company assesses whether financial assets carried at amortised cost is credit-impaired. The Company uses forward looking information to recognise expected credit losses. A financial asset is 'credit-impaired' when one or more events that have detrimental impact on the estimated future cash flows of the financial assets have occurred.
Evidence that the financial asset is
credit-impaired includes the following
observable data:
- significant financial difficulty of the borrower or issuer;
- the breach of contract such as a default or being past due as per the ageing brackets;
- it is probable that the borrower will enter bankruptcy or other financial re¬ organisation; or
- the disappearance of active market for a security because of financial difficulties.
The Company follows 'simplified approach' for recognition of impairment loss allowance on Trade receivables. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12-month ECL.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial asset. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.
ECL impairment loss allowance (or reversal) recognized during the period is recognized as expense/income in the statement of profit and loss. ECL for financial assets measured
as at amortized cost and contractual revenue receivables is presented as an allowance, i.e., as an integral part of the measurement of those assets in the standalone financial statements. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount.
Write off policy
The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Any recoveries made are recognised in Statement of profit or loss.
(ii) Financial liabilities and equity instruments: Classification as equity or financial liability
Equity and Debt 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.
All financial liabilities are subsequently measured at amortized cost using the effective interest method or at FVTPL.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.
Financial liabilities at amortized cost
Financial liabilities that are not held-for- trading and are not designated as at FVTPL are measured at amortized cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortized cost are determined based on the effective interest method. Interest expense that is not capitalized as part of costs of an asset is included in the 'Finance costs' line item.
Financial liabilities at FVTPL
Liabilities that do not meet the criteria for amortized cost are measured at fair value through profit or loss. A gain or loss on these
assets that is subsequently measured at fair value through profit or loss is recognized in the Statement of profit and loss.
(c) Derecognition
(i) Derecognition of financial assets
A financial asset is derecognized only when the Company has transferred the rights to receive cash flows from the financial asset. Where the Company has transferred an asset, it evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset.
If the Company enters into transactions whereby it transfers assets recognised on its balance sheet but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.
(ii) Derecognition of financial liabilities
The Company derecognizes 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 derecognized and the consideration paid and payable is recognized in Statement of profit or loss.
The Company also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in statement of profit or loss.
(d) Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts
and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
(e) Measurement of fair values
A number of the accounting policies and disclosures require measurement of fair values, for both financial and non-financial assets and liabilities.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company has an established internal control framework with respect to the measurement of fair values. This includes a finance team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the chief financial officer.
The finance team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, is used to measure fair values, then the finance team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values used in preparing these financial statements is included in the respective notes.
2.17 Equity investments in subsidiaries/associate
Investment in subsidiaries/associate are carried at cost in the standalone financial statements.
2.18 Investment in mutual funds
Investments that are readily realisable and intended to be held for not more than a year from the date of acquisition are classified as current investments. All other investments are classified as non-current investments.
Investment in mutual funds are measured at fair value through profit and loss. Net gains and losses are recognised in Statement of Profit or Loss.
2.19 Contingent consideration
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of Ind AS 109 Financial Instruments, is measured at fair value with changes in fair value recognised in profit or loss in accordance with Ind AS 109. If the contingent consideration is not within the scope of Ind AS 109, it is measured in accordance with the appropriate Ind AS and shall be recognised in profit or loss.
2.20 Earnings per share
Basic earnings per share is computed by dividing the net profit / (loss) after tax (including the post tax effect of exceptional items, if any) for the year attributable to equity shareholders by the weighted average number of actual equity shares outstanding during the year.
Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of exceptional items, if any) for the year attributable to equity shareholders 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 actual equity shares considered for deriving basic EPS and also weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.
2.21 Segment reporting
Operating segments reflect the Company's management structure and the way the financial information is regularly reviewed by the Company's
Chief Operating Decision Maker (CODM). The CODM considers the business from both business and product perspective based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit / (loss) amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.
The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment.
Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under unallocated revenue/expenses/assets/liabilities.
2.22 Borrowing cost
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are recognised in Statement of profit or loss in the period in which they are incurred.
2.23 Government grant
Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.
Government grants relating to income are recognized in the profit or loss, as necessary to match them with the costs that they are intended to compensate.
Export benefits
Export Benefits are recognized when there is reasonable certainty that the Company will comply with the conditions attached and that the benefit will be received.
2.24 Related party transactions
Related party transactions are accounted for based on terms and conditions of the agreement / arrangement with the respective related parties. These related party transactions are determined on an arm's length basis and are accounted for in the year in which such transactions occur and adjustments if any, to the amounts accounted are recognised in the year of final determination.
The Company incur various expenses on behalf of the other companies in the group and share the common resources for the group functions. Such expenses, which are incurred for the group, are identified, and cross-charged between the companies.
2.25 Exceptional item
Exceptional items are items of income and expenses which are of such size, nature or incidence that their separate disclosure is relevant to explain the performance of the Company.
2.26 Insurance claims
Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that the amount recoverable can be measured reliably and it is reasonable to expect ultimate collection.
2.27 Dividend Payment
A final dividend, including tax thereon, on equity shares is recorded as a liability on the date of approval by the shareholders. An interim dividend, including tax thereon, is recorded as a liability on the date of declaration by Board of Directors.
2.28 Use of estimates and judgements
The following are the critical judgments and the key estimates concerning the future that management has made in the process of applying the Company's accounting policies and that may have the most significant effect on the amounts recognised in the financial Statements or that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.
(a) Useful lives of depreciable/ amortisable assets:
Management reviews its estimate of the useful lives of depreciable/amortisable assets at each reporting date, based on the expected utility of
the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of assets.
(b) Allowance for expected credit loss: The allowance for expected credit loss reflects management' estimate of losses inherent in its credit portfolio This allowance is based on Company's estimate of the losses to be incurred, which derives from past experience with similar receivables, curren and historical past due amounts, write-offs and collections, the careful monitoring of portfolio credit quality and current and projected economie and market conditions. Should the presen economic and financial situation persist or even worsen, there could be a further deterioration in the financial situation of the Company's debtor compared to that already taken into consideration in calculating the allowances recognised in th financial statements.
(c) Contingent liabilities: The Company is the subjec of legal proceedings and tax issues covering a range of matters, which are pending in various jurisdictions. Due to the uncertainty inheren in such matters, it is difficult to predict the fina outcome of such matters. The cases and claims against the Company often raise difficult and complex factual and legal issues, which are subject to many uncertainties, including but no limited to the facts and circumstances of each particular case and claim, the jurisdiction and the differences in applicable law. In the norma course of business management consults with legal counsel and certain other experts on matter related to litigation and taxes. The Company accrues a liability when it is determined that an adverse outcome is probable, and the amount o the loss can be reasonably estimated.
(d) Provisions: At each balance sheet date basis the management judgment, changes in facts and lega aspects, the Company assesses the requiremen of provisions against the outstanding contingent liabilities. However, the actual future outcome may be different from this judgement.
(e) Defined benefit obligations (DBO): Management's estimate of the DBO is based on a number of critical underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.
(f) Income Taxes: The Company's tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid / recovered for uncertain tax positions (refer note 47). The extent to which deferred tax assets can be recognized is based on management's assessment of the probability of the future taxable income against which the deferred tax assets can be utilized.
(g) Evaluation of indicators for impairment of assets:
The evaluation of applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.
(h) Leases: Ind AS 116 defines a lease term as the non¬ cancellable period for which the lessee has the right to use an underlying asset including optional periods, when an entity is reasonably certain to exercise an option to extend (or not to terminate) a lease. The Company considers all relevant facts and circumstances that create an economic incentive for the lessee to exercise the option when determining the lease term. The option to extend the lease term is included in the lease term, if it is reasonably certain that the lessee would exercise the option. The Company reassesses the option when significant events or changes in circumstances occur that are within the control of the lessee.
(i) Recoverability of advances/ receivables: At
each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit losses on outstanding receivables and advances.
(j) Fair value measurements: Management applies valuation techniques to determine fair value of financial instruments (where active market quotes are not available) and stock option. This involves developing estimates and assumptions around volatility, dividend yield which may affect the value of equity shares or stock options.
(k) Allowance for obsolete and slow-moving inventory: The allowance for obsolete and slow-moving inventory reflects management's estimate of the expected loss in value and has been determined on the basis of past experience and historical and expected future trends. A worsening of the economic and financial situation could cause a further deterioration in conditions compared to that taken into consideration in calculating the allowances recognized in the standalone financial statements.
*Promoter means Promoter as defined in the Act.
# % change during the year represents the % change in total holding when compared to the previous year end.
18.5 Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:
During the FY 21-22, the members at the Extra ordinary general Meeting (EGM) held on 28 October 2021 have approved the issue of bonus shares in the ratio of 100 equity shares for every 1 equity share as on the date of EGM. Aggregate number of shares allotted as fully paid up by way of bonus shares is 13,62,55,300 shares of H 10 each.
18.6 Disclosure of rights
The Company has only one class of equity shares having a par value of H 10 each. Each holder is entitled to one vote per equity share. Dividends are paid in Indian Rupees. Dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders at the Annual General Meeting, except in the case of interim dividend.
19.3 Special Reserve - SEZ Reinvestment Reserve
The Special Economic Zone (SEZ) Reinvestment Reserve has been created out of profit of eligible SEZ unit as per provisions of Section 10AA(1)(ii) of the Income-tax Act, 1961 for acquiring new plant and machinery. This reserve has been fully utilised.
19.4 Retained Earnings
Surplus in statement of profit and loss represents Company's cumulative earnings since its formation less the dividends / capitalisation, if any. These reserves are free reserves which can be utilised for any purpose as may be required.
19.5 Fair value (loss)/gain on equity investments classified as FVTOCI
Fair value (loss)/gain on equity investments classified as FVTOCI reserve has been created on account of change in fair value of the investments. (Refer note 7(b))
19.6 Employee stock option reserve
Employee stock option reserve relates to the share options granted by the Company to the Company's employees and to the employees of SGS Tekniks Manufacturing Private Limited (Subsidiary) under its stock option plan. Refer note 42 for further details.
The Company does not recognize Employee stock option reserve in its Standalone Financial Statements for the stock options granted by the subsidiary to the employees of the Company. (Refer note 2.12 (e))
I. As at 31 March 2025
(a) Term loan from Axis Bank:
First pari-passu charge on the movable fixed assets of the Company to the extent of 120% of loan outstanding.
II. As at 31 March 2024
(a) Term loan from RBL Bank:
Exclusive charge by way of hypothecation on Plant and Machinery, Equipment's at Bawal Plant, Haryana.
Second pari-passu charge on the entire current assets of the Company both present and future under multiple banking arrangement.
(b) Term loan from Axis Bank:
First pari-passu charge on the movable fixed assets of the Company to the extent of 120% of loan outstanding.
(a) First pari-passu charge on all present and future current assets of the Company.
(b) Second pari-passu charge by way of hypothecation on movable fixed assets of the Company, both present and future under multiple banking arrangement.
II. Other working capital facilities from banks as at 31 March 2025
(a) During the year ended 31 March 2025, the Company secured a supplier bill discounting facility from HSBC Bank, with an average interest rate of 7.53% per annum. The outstanding amount of this facility is H 429.97 million as of 31 March 2025 (31 March 2024: Nil). This facility is secured by a first pari passu charge over all current assets (present and future) of the Company, and a second pari passu charge on the Company's movable fixed assets (present and future), excluding assets exclusively financed by Axis Bank.
(b) The Company has availed packing credit working capital loan facility from State Bank of India amounting to H 550.00 million for a tenure of 180 days, with an average interest rate of 5.31% per annum. The outstanding amount of this facility is H 418.76 million as of 31 March 2025 (31 March 2024: H 258.09 million). This facility is secured by a first pari passu hypothecation charge on the entire current assets of the Company, including stocks of raw materials, stock in process, finished goods, consumable stores and spares, book debts, bills (whether documentary or clean), outstanding monies, receivables, and any other current assets, both present and future.
(i) Pursuant to the settlement agreement entered with one of its customers to settle an ongoing litigation amicably based on mutual understanding between the parties, an amount of H 13.50 million had been agreed as full and final settlement by the Company to the customer which had been considered as an exceptional item in the standalone financial statements for the year ended 31 March 2024.
(ii) A fire incident had occurred at one of the Company's plant situated at Noida, Uttar Pradesh on 22 December 2024. There has been no loss or injury to human life or other casualty due to fire incident, however there was certain damage to inventory lying at the plant. During the year ended 31 March 2025, the Company has submitted an insurance claim basis the preliminary assessment of loss by the management with respect to the damage caused to inventories. The claim assessment is in process by the Insurer, but based on assessment of recoverability of the claim, the Company has estimated and provided for an impairment loss on inventory, which has been presented net of claim receivable from insurance company as an exceptional loss amounting to H 20.00 million. During the year ended 31 March 2025, the Company has received interim insurance claim amounting to H 100.00 miliion out of the total claim.
(i) During the previous year ended 31 March 2024, the Company had received a demand order for financial year 2017-18, on mismatch of turnover reported in GSTR 1 and GSTR 3B amounting to H 6.62 million (31 March 2024: H 6.62 million). The management has provided reconciliations and filed appeal against the demand order and based on internal assessment, is confident that the order will be set aside. The matter is pending with CIT Appeals. Considering all available records, facts and internal assessment, the Company has not identified any adjustments in the standalone financial statements.
(ii) During the current year ended 31 March 2025, the Company has received a demand order for financial years 2018-22, on alleged availment of ITC which is not reflected in GSTR 2A amounting to H 2.34 million (31 March 2024: Nil). The management has provided reconciliations and filed appeal against the demand order and based on internal assessment, is confident that the order will be set aside. The matter is pending with CIT Appeals. Considering all available records, facts and internal assessment, the Company has not identified any adjustments in the standalone financial statements.
(iii) Capital commitments represents the estimated amounts of contracts remaining to be executed on capital account, net of advances and not provided for.
(iv) During the previous year ended 31 March 2024, the Company had entered into a strategic agreement with a professional consultant for providing transformation program services for a period of 5 years for a consideration which is in the form of fixed and variable consideration. The fixed consideration has been accounted over the period of the agreement. The variable consideration is based on the benefits derived by the company over a period of the agreement. The variable consideration is based on the benefits derived by the company over a period of time based on achievement of milestones and accordingly the same would be accounted in respective periods.
(v) The amounts shown above represent the best possible estimates arrived at on the basis of the available information. The uncertainties and possible reimbursement are dependent on the outcome of the various legal proceedings which have been initiated by the Company or the claimants, as the case may be.
(vi) The Management is confident that no liability shall arise from the above mentioned contingencies, hence the same have not been recognized in the books.
41.2 Defined benefit plans
The Company operates a gratuity plan covering qualifying employees. The benefit payable is the amount calculated as per the Payment of Gratuity Act, 1972. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India.
These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
In respect of the above plans, the actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at 31 March 2025 and 31 March 2024 by an independent member firm of the Institute of Actuaries of India. The present value of the defined benefit obligation and the related current service cost and past service cost, were measured using the projected unit credit method.
42 Share-based payments
42.1 Details of the employee share option plan of the Company Scheme 1 and Scheme 2 :
On 19 October 2021, the shareholders of the Company have approved the Syrma SGS Employee Stock Option Scheme ("Scheme 1") which forms part of the Syrma SGS Stock Option Plan. Under the Scheme 1, the Company has issued 7,726 options of H 10 each to eligible employees. Employees covered by the plan are granted an option to purchase shares subject to certain vesting conditions. The plan is administered by the 'Nomination and Remuneration Committee' constituted by the Board of Directors of the Company.
On 19 October 2021, the shareholders of the Company have approved the Syrma SGS Employee Stock Option Scheme ("Scheme 2") which forms part of the Syrma SGS Stock Option Plan. Under the Scheme 2, the Company has issued 16,133 options of H 10 each to eligible employees. Employees covered by the plan are granted an option to purchase shares subject to certain vesting conditions. The plan is administered by the 'Nomination and Remuneration Committee' constituted by the Board of Directors of the Company.
Each employee share option converts into one equity share of the Company on exercise of option under Scheme 1 or Scheme 2. Options may be exercised at any time from the date of vesting to the date of their expiry.
The members in the Extra Ordinary General Meeting (EGM) held on 28 October 2021 have approved the issue of bonus shares in the ratio of 100 equity shares for every 1 equity share as on the date of EGM. Consequently, at the time of exercise of share options, each option shall be converted into the ratio of 1:101. The number of options disclosed below are after giving the impact of Bonus issue.
* Scheme 2 Includes 195,744 options granted to employees of SGS Tekniks Manufacturing Private Limited **Represent cost recorded by the Company based on fair Valuation Report.
Scheme 3
On 08 September 2023, the shareholders of the Company have approved the following:
- the Syrma SGS Employee Stock Option Scheme (""Scheme 3"") which forms part of the Syrma SGS Stock Option Plan and has given power to the Nomination and Remuneration Committee (NRC) of the Company to grant, time to time, in one or more tranches, such number of employee stock options (""Options"") to eligible employees.
- acquisition of shares from secondary market by the Trust for the implementation of 'Syrma SGS - Employee Stock Option Plan 2023' for subsequent allotment to employees.
On 11 January 2024, the NRC had granted 235,500 options to eligible employees. Employees covered by the plan are granted an option to purchase shares subject to certain vesting conditions.
44 Disclosure in respect of related parties (Contd..)
(b) As the liabilities for gratuity and leave encashment are provided on actuarial basis for the Company as a whole, the amounts pertaining to KMP are not included above.
(c) The Commission amount disclosed above represents the actual payment made during the year upon receipt of approval of shareholders in general meeting. The amount payable against which provision has been created which is subject to approval of shareholders in general meeting has not been considered for disclsoures w.r.t transactions and year-end balances.
(d) The security deposit amount disclosed above, is presented at the undiscounted amount and not at amortised cost as carried in the standalone financial statements.
(e) The aforesaid transactions are disclosed only from the date / upto the date, the party has become / ceases to become a related party to the Company.
(f) The amount of payables/receivables indicated above is after deducting tax (wherever applicable) and after including Goods and Services Tax (wherever applicable) as charged by/to the counter party as part of the invoice/ relevant document
The amount of transactions disclosed above is without considering Goods and Services Tax (wherever input credit has been availed) as charged by/to the counter party as part of the invoice/relevant document and is gross of withholding tax under the Income Tax Act, 1961.
(g) Terms and conditions:
All transactions with related parties are made on the terms equivalent to those that prevailing arm's length transactions and within the ordinary course of business. Outstanding balances at respective year ends are unsecured and settlement is generally done in cash.
45 Leases
(a) The Company, at the inception of a contract assesses whether a contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration.
In adopting Ind AS 116, the Company has applied the below practical expedients:
(i) The Company has applied a discount rate within reasonable range to a portfolio of leases based upon their characteristics.
(ii) The Company has treated the leases with remaining lease term of less than 12 months as if they were "short term leases".
(iii) The Company has not applied the requirements of Ind AS 116 for leases of low value assets.
(iv) The Company has excluded the initial direct costs from measurement of the right-of-use asset at the date of transition.
(b) The Company has taken land and buildings on leases having lease terms of more than 1 year to 99 years, with the option
to extend the term of leases. Refer note 4 for carrying amount of right-to-use assets at the end of the reporting period
by class of underlying asset.
(c) The following is the breakup of current and non-current lease liabilities :
49 Production linked incentive
The government aims to foster a robust semiconductor ecosystem by bolstering the electronic manufacturing industry through various Production-Linked Incentives (PLI) schemes which stimulates exports and domestic electronic manufacturing growth. Under the scheme, eligible companies will receive incentives ranging from 4% to 6% on incremental sales (over base year) of goods manufactured in India.
This incentive will be provided for a period of five years following the base year as defined. Under the said scheme, the Company shall receive incentive which pertains to both the Company and its customer. Accordingly, the Company recognises its shares of incentive in the statement of profit and loss and creates a payable for the amount which is to be passed on to the customer. The same is passed on to the customer as and when the amount of incentive is received.
The Company has recognised production linked incentive amounting to H 418.25 million (net of referral fee payable) during the year ended 31 March 2025.
50 Financial instruments
50.1 Capital management
The Company manages its capital to ensure that it is able to continue as a going concern while maximizing the return to the stakeholders through the optimization of the debt and equity balance. The Company determines the amount of capital required on the basis of an annual budgeting exercise, future capital projects outlay etc. The funding requirements are met through equity, internal accruals and borrowings (short term / long term).
50 Financial instruments (Contd..)
50.4 Market risk:
The Company's activities are exposed to finance risk, interest risk & credit risk. However, the Company is primarily exposed to the financial risks of changes in foreign currency exchange rates. Market risk exposures are measured using sensitivity analysis. There has been no change to the Company's exposure to market risks or the manner in which these risks are being managed and measured.
50.5 Foreign currency risk management:
The Company undertakes transactions denominated in foreign currencies and consequently exposures to exchange rate fluctuation arises. These exposures are reviewed periodically with reference to the risk management policy followed by the Company.
The Company does trade financial instruments which are not designated as hedges for accounting purposes, but provide an economic hedge of the particular transaction risk or a risk component of the transaction. Fair value changes in such derivative instruments are recognised in the statement of profit and loss.
As at 31 March 2025
The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting year that have not been hedged by a derivative instrument or otherwise are as follows:
A. Outstanding assets
50 Financial instruments (Contd..)
A 5% decrease in the rupee against the above currencies as at 31 March 2025 and 31 March 2024 would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.
Note :
This is mainly attributable to the exposure of receivable and payable outstanding in the above mentioned currencies to the Company at the end of the respective reporting period.
50.7 Interest rate risk management
Interest rate is the risk that an upward / downward movement in interest rates would adversely / favourably affect the borrowing costs of the Company.
Fair value sensitivity analysis for floating-rate instruments
The sensitivity analysis below have been determined based on exposure to the interest rates for financial instruments at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in case of instruments that have floating rates.
The sensitivity analysis have been carried out based on the exposure to interest rates for term loans from banks, debt securities and borrowings carried at variable rate. If interest rates had been 25 basis points higher and all other variables were constant, the Company's profit after tax would have changed by the following:
A 25 basis points decrease in the interest rate as at 31 March 2025 and 31 March 2024 would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.
50.8 Liquidity risk management
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities, by continuously monitoring forecast and actual cash flows and by matching maturing profiles of financial assets and financial liabilities in accordance with the risk management policy of the Company. The Company invests its surplus funds in bank fixed deposits and mutual funds.
Liquidity and interest risk tables :
The following table detail the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment years. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table below represents principal and interest cash flows. To the extent that interest rates are floating, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.
The amount included above for variable interest rate instruments for non-derivative financial liabilities is subject to change if changes in variable interest rates differ to those estimates of interest determined at the end of the reporting period.
50.9 Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company uses other publicly available financial information and its own trading records to rate its major customers. The Company's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved on a regular basis.
The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.
i) Low credit risk
ii) Moderate credit risk
iii) High credit risk
Based on business environment in which the Company operates, a default on a financial asset is considered when the counterparty fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions. Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company.The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in Statement of Profit and Loss.
50.10 Commodity risk
Fluctuation in commodity price affects directly and indirectly the price of raw material and components used by the Company. The key raw material for the Company are Printed Circuit Boards (PCB), Integrated Circuits (IC) and Transistors. The Company imports its few raw materials and due to ongoing situation in international market, these raw material is in shortage or available at higher prices resulting in reduced margins. The Company keeps on negotiating with its customers to recover through price hike of the finished products.
50.11 Fair value measurement
The management assessed that fair value of cash and cash equivalents, trade receivables, loans, borrowings, trade payables and other current financial assets and liabilities approximate their carrying amounts largely due to the short¬ term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair value / amortized cost:
(a) Long-term fixed-rate borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual losses and creditworthiness of the receivables
(b) The fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.
(c) Fair values of the Company's interest-bearing borrowings and loans are determined by using discounted cash flow (DCF) method using discount rate that reflects the issuer's borrowing rate as at the end of the respective reporting period. The own non-performance risk as at 31 March 2025 and 31 March 2024 was assessed to be insignificant.
-°(229i
IX. Other statutory information
(a) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.
(b) The Company did not have any transactions with Companies struck off.
(c) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(d) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
(e) 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:
(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 to or on behalf of the ultimate beneficiaries
(f) 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:
(i) 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
(ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(g) The Company does not have any transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such
as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(h) The Company has not been declared willful defaulter by any bank or financial Institution or other lender.
52 Additional regulatory inTormation as requirea oy scneauie iii to tne companies Act, 2013 - otners iconta..)
(i) The Company does not have any scheme of arrangements which have been approved by the competent authority in terms of sections 230 to 237 of the Act. (Refer note 54)
(j) The Company has complied with the number of layers prescribed under of Section 2(87) of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
(k) The Company has utilised the borrowing amount taken from banks for the purpose as stated in the sanction letter.
(l) The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has 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 ensuring that the audit trail cannot be disabled.
The Company, in respect of the financial year commencing on 1 April 2024, has used an accounting software for maintaining books of accounts. The Accounting software has the feature of recording audit trail (edit log) and the same has been operated throughout the year for all relevant transactions recorded in the software at application level. The feature of recording audit trail (edit log) at the database level for the said accounting software to log any direct data changes is not enabled in the software currently and the Company is assessing the possibility of enabling this feature.
The Company has used another accounting software which is operated by a third-party software service provider for maintenance of payroll related records. Subsequent to year-end, the Company has discontinued the use of such software. The feature of recording audit trail (edit log) at the application level is enabled and operated throughout the year. The 'Independent Service Auditor's Assurance Report on the Description of Controls, their Design and Operating Effectiveness' ('Type 2 report' issued in accordance with ISAE 3402, Assurance Reports on Controls at a Service Organisation), does not provide any information on audit trail logs at database level.
53 Foreign Exchange Management Act, 1999
The Company has approached the designated authority and is in the process of filing the required documents as may be required with the designated authority in connection with the various foreign exchange transactions of earlier years, relating to certain long outstanding payables to foreign parties and receivable from export customers etc., to ensure compliance with the Foreign Exchange Management Act, 1999.
The management is confident of completing all the required formalities and obtaining the required approvals / ratification from the designated authority (AD bank / RBI as the case may be) and does not estimate any outflow of cash on account of the same.
54 The Board in its meeting held on 1 November 2023 has approved a scheme of amalgamation and arrangement ("Scheme") involving amalgamation of its wholly owned subsidiaries SGS Tekniks Manufacturing Private Limited and SGS Infosystems Private Limited with the Company. As on 13 May 2025, the Company is awaiting approval of the National Company Law Tribunal (NCLT) for the scheme.
55 Events after the latest reporting period, i.e 31 March 2025
The Board of Directors have recommended a final dividend of H 1.5/- per equity share (15%) of the face value of H 10/- each for the financial year ended 31 March 2025 subject to approval by shareholders at the ensuing Annual General Meeting ("AGM") and hence no provision is created in the standalone financial statments.
56 Approval of financial statements
In connection with the preparation of the standalone financial statements for the year ended 31 March 2025, the Board of Directors have confirmed the propriety of the contracts / agreements entered into by / on behalf of the Company and the resultant revenue earned / expenses incurred arising out of the same after reviewing the levels of authorisation and the available documentary evidences and the overall control environment. Further, the Board of Directors have also reviewed the realizable value of all the current assets of the Company and have confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognised in the standalone financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements at its meeting held on 13 May 2025.
57 The figures of previous year have been regrouped/reclassed to make them comparative with those of current year wherever considered necessary. The impact of such reclassification/regrouping is not material to the standalone financial statements.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Firm Registration no. 001076N/N500013 Syrma SGS Technology Limited Chartered Accountants
Manish Agrawal Sandeep Tandon Jasbir Singh Gujral
Partner Executive Chairman Managing Director
Membership number : 507000 DIN : 00054553 DIN : 00198825
Satendra Singh Bijay Kumar Agrawal Komal Malik
Chief Executive Officer Chief Financial Officer Company Secretary
Membership number : F6430
Place: Gurugram Place: Gurugram
Date: 13 May 2025 Date: 13 May 2025
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