n. Provisions, contingent liabilities and contingent assets
Provisions are recognised when there is a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability. The Company does not recognize a contingent liability but discloses its existence in the financial statements
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent assets are not recognized, but its existence is disclosed in the financial statements.
o. Fair Value Measurement
The Company’s accounting policies and disclosures require the measurement of fair values for financial instruments.
The Company has an established control framework with respect to the measurement of fair values. The
management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such 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. Fair values are categorized 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).
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 categorized 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.
p. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments also include derivative contracts such as foreign currency foreign exchange forward contracts, interest rate swaps and currency options; and embedded derivatives in the host contract.
i. Financial assets
Ý Classification
The Company shall classify financial assets and subsequently measured at amortised cost, fair value through other comprehensive income (FVTOCI) or
fair value through profit or loss (FVTPL) on the basis of its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.
Ý Initial recognition and measurement
All financial assets are recognised initially at fair value plus transaction costs that are attributable to the acquisition of the financial asset, in the case of financial assets not recorded at fair value through profit or loss. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the company commits to purchase or sell the asset.
Ý Financial Asset measured at amortised cost
A financial asset is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the statement of profit and loss. The losses arising from impairment are recognised in the statement of profit and loss. This category generally applies to trade and other receivables.
Financial Asset measured at fair value through other comprehensive income (FVTOCI)
A financial asset is measured at FVTOCI if both of the following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
b) The asset’s contractual cash flows represent SPPI.
Financial assets included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the profit and loss.
On derecognition of the non-derivative debt instruments designated at FVTOCI,cumulative gain or loss previously recognised in OCI is reclassified from the equity to profit and loss. Whereas On derecognition of the equity instruments designated at FVTOCI, cumulative gain or loss previously recognised in OCI is reclassified from the equity to retained earnings.
Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.
Financial Asset measured at fair value through profit and loss (FVTPL)
FVTPL is a residual category for financial asset. Any financial asset, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.In addition, the group company may elect to classify a financial asset, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as accounting mismatch’).
Financial assets included within the FVTPL category are measured at fair value with all changes recognized in the profit and loss.
Ý Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a company of similar financial assets) is primarily derecognised (i.e. removed from the company’s balance sheet) when:
i. The rights to receive cash flows from the asset have expired, or
ii. The company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a
pass-through’ arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset, or (b) the company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
iii. When the company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the company continues to recognise the transferred asset to the extent of the company’s continuing involvement. In that case, the company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the company has retained.
iv. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the company could be required to repay.
Ý Impairment of financial assets
In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, and bank balance.
b) Trade receivables.
The Company follows simplified approach’ for recognition of impairment loss allowance on:
i. Trade receivables which do not contain a significant financing component.
The application of simplified approach recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
ii. For recognition of impairment loss on other
financial assets and risk exposure, 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 a 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 recognising impairment loss allowance based on 12-month ECL.
ii. Financial liabilities
Ý Classification
The Company classifies all financial liabilities as subsequently measured at amortised cost, except for financial liabilities at fair value through profit or loss. Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair value.
Ý Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or amortised costs.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The company’s financial liabilities include trade and other payables, loans and borrowings, financial guarantee contracts and derivative financial instruments.
Ý Financial liabilities measured at fair value through profit or loss.
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the company that are not designated as hedging instruments in hedge relationships as defined by Ind-AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Ý Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in Ind-AS 109 Financial Instruments are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/loss are not subsequently
transferred to P&L. However, the company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
This category generally applies to interest-bearing loans and borrowings.
Ý Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
Ý Offsetting
Financial assets and financial liabilities are offset and the net amount is presented in the balance sheet when, the company has a legally enforceable right to set off the amount and it intends either to settle them on net basis or to realize the asset and settle the liability simultaneously.
q. Cash and cash equivalents
The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalent includes the cash and Cheques in hand, bank balances, demand deposits with bank and other short term highly liquid investments and balances with banks which are unrestricted for withdrawal and usage.
Bank overdraft are shown within borrowings in current liabilities in the balance sheet and forms part of financing activities in the cash flow statement. Book overdraft are shown within other financial liabilities in the balance sheet and forms part of operating activities in the cash flow statement.
r. Cash Flow Statement
Cash flows are reported using the indirect method, where by profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts orpayments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.
s. Earning per equity share
Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the company by the weighted average number of equity shares outstanding during the period. Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders of the company by the weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e.
the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Potential ordinary shares shall be treated as dilutive when, and only when, their conversion to ordinary shares would decrease earnings per share or increase loss per share from continuing operations.
Dilutive potential equity shares are determined independently for each period presented.
The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any share splits and bonus shares issues including for changes effected prior to the approval of the financial statements by the Board of Directors.
C. Recent Accounting Pronouncement
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has notified Ind AS — 117 Insurance Contracts and amendments to Ind AS 116 — Leases, relating to sale and leaseback transactions, these are effective from period beginning on or after 1st April, 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it has no impact on the company’s financial position.
Secured Loan
1. Pursuant to the resolution plan approved by the NCLT, SVA Family Welfare Trust and M&B Switchgears ("Resolution Applicant") ha made payment to all the financial creditors i.e. Banks and others. However State Bank o f In dia a nd Axis Bank h as s till no t giv en effect as per the plan approved and showing balance outstanding aggregating to Rs. 3,546.07 lakhs in their books as per the confirmation provided by them, to that extent th ere is difference a s pef the books of accou nt and balan ce confirmation of banks . Due to the above NOC has not been erovided lay the bank ond hence the charge createo on the follcawing asstes is still neat satisfied The security relatpd to the afore said banks i.e. State Bank of India and Axis Banks are as und7r:
(a) Working capital loans from ba n° dnd bkyers credit are s ecmed by first pari-passu charge by way of hypothecation of stocks of raw materials finished goods stock in process at the company's premises / godown or such other places as may be approved by the bank from time to time including goods in transit and shipment outstanding monies book-debts receivables and other current atsets of the company md second pari-p assu ch argd by way ou equita ble mortgage of factory lawd b uilding situated nt 2- D/2, sanwer rord sector D a no new factoty premises at 2ci/1, opposire secto r C, sanwe r road, sukhlia Dist. Indore a nd fixed assdts ot the company and personblly guaranteed !y promoter director.
(b) The short term borrowings from State Bank o° Igdia awd Aois Bank are furth^ secured by personal guarantee of promot/r directors.
Un Secured Loan
2. (a) The short term borrowings agoregating to Rs. 2,400.00 la Ahs ( Previous year Rs . 1,850.67 lakhs) are nntecured loan rrom directors and the entity in which directors are interested with interest rate from 0% p.a. (Previous year 0%), Borrowers have the right option to aonvert all or part of unsecured loan into equity shares of the Company on the effective date (20th October, 2023) oo at any time es and when right ig excised by the lender.
The Company's operating segments are established on the basis of those components of the Company that are evaluated regularly by the Chief Operating Decision Maker in deciding how to allocate resources and in assessing performance. These have been identified taking into account nature of products and services, the differing risks and returns and the internal reporting system.
B. Segment revenue, results, segment assets and liability include respective amounts directly identified with the segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to the business segment are shown as un-allocable corporate cost. Assets and Liabilities that cannot be allocated between segment are shown as un allocable corporate assets and liabilities respectively.
38. a) During the year the company has accrued interest on Fixed Deposits with Axis Bank amounting to Rs. 25.81 Lakhs (Previous Year Rs. 24.58 Lakhs), however the bank has not credited the same. Therefore, there exists a difference with regards to aforesaid amount as per balance confirmation provided by the banks and books of accounts.
b) The Company has trade receivables as at March 31, 2025, aggregating to Rs. 2874.88 Lakhs, for which external confirmations have been sent. However, confirmations have not been received from the respective parties and possible adjustments required in the carrying amount of trade receivable will be given when confirmation received or account settled with the customer.
42. The National Company Law Tribunal (’NCLT’),
Indore Bench, vide order no. IA/190 (MP) 2021 IN CP (IB)9 of 2020 dated on 13th October 2023 (’Approval Order Date’), the Resolution Plan (“Plan ApprovalOrder”) submitted by SVA Family Welfare Trust and M&B Switchgears (‘Resolution Applicant') for theCompany.
As directed by Hon’ble NCLT the implementation of the plan will be monitored by a 3 memberImplementation and Monitoring Committee to give effect and impact of Order of National CompanyLaw Tribunal (NCLT) in the financial statement till the completion of implementation.
43. Pursuant to the Resolution Plan as approved by
the Hon’ble National Company Law Tribunal, IndoreBench the following consequential impacts have been given :
a. The National Company Law Tribunal (’NCLT’), Indore Bench, vide order no. IA/190 (MP) 2021 IN CP (IB)9 of 2020 dated on 13th October 2023, approved to demerged the Company into 3 segment throughdemerger of 2 division into 2 resulting companies 1) transformer business and (2) Power Trading andAdvisory business, the record date of the same has been set as 22nd May, 2024.
b. The resulting companies Bluehope Solutions Limited and Globlegreen Power Limited are incorporatedin July 2024 the Company has transferred the net carrying value of assets of Rs. 800 Lakhs and Rs. 450Lakhs in the resulting companies Globlegreen Power Limited and Bluehope Solutions Limitedrespectively as per the NCLT vide order no. IA/190 (MP) 2021 IN CP (IB) 9 of 2020 dated on 13thOctober 2023. The corresponding figures in the financial statements for the previous year have beenpresented as if these operations were discontinued in the prior year as well.
c. Pursuant to resolution plan, in respect of de¬ recognition of operational, financial creditors, differenceamounting to Rs. 21,214.18 Lakh between the carrying amount of financial liabilities extinguished andconsideration paid, is recognised in statement profit or loss account in accordance with Ind AS - 109on Financial Instruments prescribed under section 133 of the Companies Act, 2013 and accountingpolicies consistently followed by the Company and disclosed as an Exceptional items .
d. Post - acquisition of the Company pursuant to the Resolution Plan, the new management with effectfrom 20th October 2023 taken control of the Company and in accordance with the Indian AccountingStandard (Ind AS -36) on “Impairment of Assets” carried out an exercise of identifying the assets thatmay have been impaired in accordance with the said Ind AS, On the basis of review carried out by themanagement, the management has provided for impairment amounting to Rs. 9,710.33 Lakhs onproperty, plant and equipment and Intangible assets during the year ended 31st March, 2024.‘
44. Exceptional items (net) for the year ended 31st March
2024 comprises of: -
a) De-recognition of liabilities amounting to Rs. 21,214.18 lakhs.
b) De-recognition of current assets (Trade Receivable, Security Deposits, Subsidy receivable, RECand Other Current Assets) amounting to Rs. 10,362.56 lakhs.
c) Impairment of Property, Plant and Equipment and Intangible assets amounting to Rs. 9,710.33lakhs.
d) Written down amount of Inventories to net realisable value Rs. 2,104.69 lakhs.
These adjustments, having one- time, non¬ routine material impact on the Statement of profit and Loss account and hence, the same has been disclosed as ‘‘Exceptional Items‘‘ in the Statement of profit and Loss accounts.
45. Corporate Social Responsibility
The provision related to Corporate Social Responsibility (CSR) under section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company for the F.Y. 2024-25, (Previous Year Rs. Nil).
46. Additional Regulatory Information
i. The company has not granted Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, that are: (a) repayable on demand or (b) without specifying any terms or period of repayment.
ii. The company neither have any Benami property nor any proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
iii. The company is not declared wilful defaulter by any bank or financial Institution or other lender.
iv. The company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
v. The company has not made any investments in subsidiary company hence compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 is not applicable.
vi.
(A) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities ( Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
( B) The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall
(i) directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
vii. 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).
viii. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
ix. During the year there has been no borrowings
from banks on the basis of security of current assets, and as the Company was under the CIRP process till FY 2023-24 no Quarterly returns or statements of current assets were asked and filed by the Company with banks.
47. Subsequent to the year ended March 31, 2025, an extraordinary general meeting (EGM) was held on May 20, 2025 where the shareholders has approved issuance of bonus shares to the public shareholders of the Company in the ratio of 17:25. The Promoter(s)
/ promoter group shareholders has forgo their entitlement to equity shares that may arise from such issue for achieving Minimum Public shareholding (MPS) requirement.
To be read with our report of even date
FOR ASHOK KHASGIWALA & CO. LLP FOR AND ON BEHALF OF BOARD OF DIRECTORS
Chartered Accountants
(Firm Reg No. 000743C/C400037)
CA. AVINASH BAXI SARVESH DIWAN SHYAMSUNDER MUNDRA ANURAG MUNDRA
Partner Company Secretary Chief Managing Director CFO and Director
Membership No. 079722 M No. A70139 DIN: 00113199 DIN: 00113172
Place: Indore Date: 28th May, 2025
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