Notes (Right-of-use assets and Lease liabilities) :
i. On adoption of Ind AS 116, the Company has recognised right-of-use assets and lease liabilities in relation to leases which was previously recognised as “operating leases” under the principles of Ind AS 17, Leases. The right-of-use assets and lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate applied to the lease liabilities as on April 01,2019.
ii. Rs. 14.65 lakhs (March 31,2024: Rs. 23.08 lakhs) is towards lease of land and premises and are secured by the rights to the leased assets recognised in the financial statements as Right-of-use assets. The discount rate is between the range of 11.50% to 12.50% p.a.
The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is entitled for one vote per share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are entitled to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to the number of equity shares held by the shareholders.
The Company has one class of 12.50% 25,00,00,000 Non-Convertible Redeemable Preference Share('NCRPS') having a par value of Rs. 10 per share. Each Preference shareholder is eligible for one vote per share as per the terms of Section 47(2) of the Companies Act 2013 and dividend as and when declared by the Company. As per terms of Preference shares, NCRPS issued for a period not exceeding 20 years from the date of allotment shall be redeemable at par upon the maturity or redeemed early at the option of the Company in full or in part at 3 monthly intervals from the date of allotment. In the event of winding up of Company, NCRPS shall be non- participating in surplus assets and profit which may remain after the entire capital has been repaid, on winding up of the Company.
The Company has one class of 12.17% 23,90,00,000 Non-Convertible Redeemable Preference Share ('NCRPS') having a par value of Rs. 10 per share. NCRPS carry a dividend @ 1% p.a. for first three years and 18.30% p.a thereafter for the remaining term (effective yield 12.17%). Each Preference shareholder is eligible for one vote per share as per the terms of Section 47(2) of the Companies Act 2013 and dividend as and when declared by the Company. As per terms of Preference shares, NCRPS issued for a period not exceeding 15 years from the date of allotment and shall be redeemable at par upon maturity or optional early redemption with accrued interest thereon computed on the basis of the effective yield of the instrument, at the option of the Company on a quarterly basis at 3-month intervals from the date of allotment. In the event of winding up of Company, NCRPS shall be non-participating in surplus assets and profit which may remain after the entire capital has been repaid, on winding up of the Company.
The Company has one class of 11.25% 2,50,00,000 Non-Cumulative Non-Participating Redeemable Preference Share ('NCRPS') having a par value of Rs. 10 per share. Each Preference shareholder is eligible for one vote per share as per the terms of Section 47(2) of the Companies Act, 2013 and dividend as and when declared by the Company. As per terms of Preference shares, NCRPS issued for a period not exceeding 10 years from the date of allotment shall be redeemable at par upon the maturity or redeemed early at the option of the Company in full or in part at 3 monthly intervals from the date of allotment. In the event of winding up of Company, NCRPS shall be non- participating in surplus assets and profit which may remain after the entire capital has been repaid, on winding up of the Company.
Rights, preferences and restrictions attached to shares
The Company has 11.25% Optionally Convertible Redeemable Preference Share (‘OCRPS’) having a par value of Rs. 10 per share. Each Preference shareholder is eligible for one vote per share as per the terms of Section 47(2) of the Companies Act 2013 and dividend as and when declared by the Company. As per terms of Preference shares, OCRPS shall be convertible, (in two series), into equity shares at the option of the Company within a period of 18 months from the date of allotment or shall be redeemable at par upon maturity at the end of 18 months or redeemed early at the option of the Company at 3 monthly intervals from the date of allotment. In the event of winding up of Company, OCRPS shall be non-participating in surplus assets and profit which may remain after the entire capital has been repaid, on winding up of the Company. (Also refer note 46.03)
Nature and Purpose:
The Company has issued 11.25 % Optionally Convertible Redeemable Preference Shares (‘OCRPS’) of Rs. 1,200 lakhs on May 7, 2022 and Rs. 1,300 lakhs on May 13, 2022 aggregating to Rs. 2,500 lakhs, divided in to 2,50,00,000 preference shares of Rs. 10 each to Tata Steel Limited, on private placement basis.
The proceeds of the issue to be primarily utilized inter-alia, for repayment of the existing indebtedness of the Company, payment against long-outstanding vendor dues, for completing legacy projects and delivering other committed orders and/or for other general corporate purposes.
Nature and Purpose:
(a) Equity Component of 12.50% Non Convertible Redeemable Preference Shares:
The Company has issued 12.50% Non Convertible Redeemable Preference Shares (‘NCRPS’) of Rs. 25,000 lakhs, divided in to 25,00,00,000 preference shares of Rs. 10 each to Tata Steel Limited, on private placement basis on March 25, 2019. NCRPS are in nature of compound financial instrument, accordingly the liability portion disclosed under long term borrowings and residual portion is disclosed under other equity.
The proceeds of the issue to be primarily utilized towards repayment of the whole or a part of the existing indebtedness of the Company and/ or for general corporate purposes.
(b) Equity Component of 12.17% Non Convertible Redeemable Preference Shares:
The Company has issued 12.17% Non Convertible Redeemable Preference Shares (‘NCRPS’) of Rs. 16,500 lakhs on June 8, 2022 and Rs. 7,400 lakhs on March 1,2023 aggregating to Rs. 23,900 lakhs, divided in to 23,90,00,000 preference shares of Rs 10. each to Tata Steel Limited, on private placement basis. NCRPS are in nature of compound financial instrument, accordingly the liability portion disclosed under long term borrowings and residual portion is disclosed under other equity.
The proceeds of the issue to be primarily utilized inter-alia, for repayment of the existing indebtedness of the Company, payment against long-outstanding vendor dues, for completing legacy projects and delivering other committed orders and/or for other general corporate purposes.
(c) Equity Component of 11.25% Non Convertible Redeemable Preference Shares:
The Company has issued 11.25% Non-Cumulative Non-Participating Redeemable Preference Shares (‘NCRPS’) of Rs. 2,500 lakhs, divided into 2,50,00,000 preference shares of Rs. 10 each to Tata Steel Limited, on July 15, 2024. NCRPS are in nature of compound financial instrument, accordingly the liability portion disclosed under long term borrowings and residual portion is disclosed under other equity.
The said issue of NCRPS has been made pursuant to NCLT order and in accordance with section 55(3) of the companies Act, 2013 for redemption of existing OCRPS issued earlier to Tata Steel Limited.
(d) 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 profit or loss.
(e) FVOCI-Equity investment :
This reserve represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through OCI, net of amounts reclassified to the retained earnings when those assets have been disposed off.
(f) Foreign exchange fluctuation reserve :
The exchange differences on restatement of long-term receivables from non-integral foreign operations that are considered as net investment in such operations in earlier years and carried on transition to Ind AS until disposal of such net investment, in which case the accumulated balance in foreign exchange fluctuation reserve will be recognised as income / expense in the same period in which the gain or loss on disposal will be recognised.
(g) Amalgamation reserve :
Pursuant to the Scheme of Amalgamation of the erstwhile Tata Material Handling System Ltd (TMHS) and Tata Technodyne Ltd (TTDL) with the Company as approved by the Shareholders in the Court convened meeting and subsequently sanctioned by the Hon’ble High Court at Calcutta and the Hon’ble High Court at Patna (Ranchi Bench); the assets and liabilities of erstwhile TMHS and TTDL have transferred to and vested in the Company with effect from the appointed date of April 01,1999 as provided in the Scheme of Amalgamation. Accordingly, the assets, liabilities, reserves and debit balance in the Statement of Profit and Loss of erstwhile TMHS and TTDL as at April 01, 1999 have been taken over at their book values resulting to the amalgamation reserve after adjusting values of shares issued to the shareholders of TMHS and TTDL. The reserve is utilised in accordance with the relevant provisions of the Companies Act, 2013.
35. Income tax
The Company opted for the new reduced tax regime under Section 115BAA of the Act, which provides a domestic Company with an option to pay tax @ 22% (effective rate of 25.168%). The lower rate shall be applicable subject to certain conditions, including that the total income should be computed without claiming specific deductions and exemptions. Section 115BAA also provides that the provisions of section 115JB of the Act (MAT) shall not apply to a company opting for such reduced rate.
36. Segment information
36.01 Products and services from which reportable segment derives their revenues
Information reported to the Chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses based on products and services. Accordingly, directors of the Company have chosen to organise the segment based on its product and services as follows:
• Products & services
• Projects & services
The Company’s chief operating decision maker is the Managing Director.
Revenue and expenses directly attributable to segment are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of associated revenue of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as Unallocable expenses.
Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as Unallocable.
The Company’s financing and income taxes are managed on a company level and are not allocated to operating segment.
In the Company’s operations within India there is no significant difference in the economic conditions prevailing in the various states of India. Revenue from sales to customers outside India is nil in the current and previous year and all of the Company’s non-current assets are domiciled in India. Hence disclosures on geographical segment are not applicable.
36.06 Information about major customers
Revenue from operations amounting to Rs. 12,073.48 lakhs (March 31,2024: Rs. 13,995.92 lakhs) includes revenue relating to products and services segment of Rs. 10,351.65 lakhs (March 31,2024: Rs. 12,711.83 lakhs) pertaining to sales to the company’s top most customer (March 31,2024: top most customer). No other single customer contributed 10% or more of the Company’s revenue in year ended March 31,2025 and March 31,2024.
38. Employee benefit plans
38.01 Defined contribution plans
The Company’s employee benefit plans include a number of defined contribution plans on behalf of covered employee. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The Company provides Provident Fund facility to all employees. The Company provides superannuation benefits to selected employees. The contributions are expensed as they are incurred in line with the treatment of wages and salaries. The Company’s Provident Fund is exempted under section 17 of Employees’ Provident Fund and Miscellaneous Provision Act, 1952. Conditions for exemption stipulate that the Company shall make good deficiency, if any, in the interest rate declared by the trust vis-a-vis interest rate declared by the Employees’ Provident Fund Organisation. The liability as on the balance sheet date is ascertained by an independent actuarial valuation.
Provident Fund
The Company provides provident fund benefits to all employees as per applicable regulations. Contributions towards provident fund are recognised as expense for the year. The Company has set up an irrevocable Provident Fund Trust which is administered by the Trustees. The assets of the plans are held separately under the control of the trustees in case of trust. Both the employees and the Company make monthly contributions to the Fund at specified percentage of the employee’s salary and aggregate contributions along with interest thereon are paid to the employees/ nominees at retirement, death or cessation of employment.
National Pension Scheme & Superannuation Fund
Certain employees of the Company are participants in a defined contribution plan. The Company has no further obligations to the Plan beyond its monthly contributions, which are being contributed to the Tata Robin Fraser Superannuation Fund @ 15% of basic salary of the eligible employees and such contribution are recognised as an expense when incurred. While the Company transfers the corpus to the Life Insurance Corporation of India on superannuation of the relevant employee. Total amount charged to the Statement of Profit and Loss during the year on account of the above defined contribution plans amounted to Rs. 7.24 lakhs (March 31,2024: Rs. 5.65 lakhs).
The company has moved from Superannuation Fund to National Pension Scheme from April 1,2020. The company contributes 10% of basic salary of the eligible employees to NPS. The Company has no further obligation beyond this Contribution. Total amount charged to the Statement of Profit & Loss for the year Rs. 114.46 lakhs (March 31,2024: Rs. 113.86 lakhs)
38.02 Defined benefit plans
The Company provides Provident fund and Gratuity benefit to all employees. The assets of the provident and gratuity plans are held separately under the control of the trustees of the independent trusts or with the life insurance companies. The board of trustees of the the fund composed of an equal number of representatives from both employees and employers. The board of the Fund is required by law and by the trust deed to act in the interest of the Fund and of all relevant stakeholders in the scheme. The board of trustee of the fund and management of life insurance company is responsible for the investment policy with regard to the assets of the Fund.
Provident fund benefits provided under plans wherein contributions are made to an irrevocable trust set up by the Company to manage the investments and distribute the amounts entitled to eligible employees are treated as a defined benefit plan as the Company is obligated to provide the members a rate of return which should, at the minimum, meet the interest rate declared by Government administered provident fund. A part of the Company’s contribution is transferred to Government administered pension fund.
The Trust invests funds following a pattern of investments prescribed by the Government. The interest rate payable to the members of the Trust is not lower than the rate of interest declared annually by the Government under The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, on account of interest is to be made good by the Company.
The Actuary has carried out actuarial valuation of plan’s liabilities and interest rate guarantee obligations as at the Balance Sheet date using Projected Unit Credit Method and Deterministic Approach as outlined in the Guidance Note 29 issued by the Institute of Actuaries of India. Based on such valuation, an amount of Rs. 254.94 lakhs (March 31,2024 : Rs. 205.42 lakhs) has been provided towards future anticipated shortfall with regard to interest rate obligation of the Company as at the Balance Sheet date. Disclosures given hereunder are restricted to the information available as per the Actuary’s Report.
The Company provides for gratuity, a defined benefit retirement plan (“the Gratuity Plan”) covering eligible employees (the employees with minimum five years of continuous service). The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s last drawn salary and the tenure of employment with the Company.
The Company contributes gratuity liabilities to the Tata Robin Fraser Gratuity Fund Trust (“the Trust”).
The Company provides post retirement pension for retired whole-time directors. Under the said scheme, the Company pays monthly pension to retired whole-time directors based on the terms of the agreement executed with them. The same is subject to revision at periodic interval requiring approval from the board of directors. Post retirement pension plan is not funded.
The Company ensures that the investment positions are managed within an asset-liability matching (ALM) framework that has been developed to achieve long-term investments that are in line with the obligations under the employee benefit plans. Within this framework, the Company’s ALM objective is to match assets to the benefit obligations by investing in fixed interest securities with maturities that match the benefit payments as they fall due.
The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the employee benefit obligations. The company has not changed the processes used to manage its risk from previous periods. Investments are well diversified such that the failure of any single investment would not have a material impact on the overall level of assets.
These plans expose the Company to actuarial risks such as investment risk, interest rate risk, longevity risk and salary risk.
Investment risk: The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate
which is determined by reference to market yields at the end of the reporting period on government bonds. Currently, it has relatively balanced mix of investments in government securities and other debt instruments.
Interest risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined
benefit obligation will tend to increase. However, this will be partially offset by an increase in the value of plan’s debt investments.
Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan
participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants.
As such, an increase in the salary of the plan participants will increase the defined benefit obligation.
Actuarial valuation of the plan assets and the present value of defined benefit obligation were carried out as at March 31,2025 by an independent actuary, Fellow 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.
During the year ended March 31,2025 and March 31,2024 there was no amendment, curtailments and settlements in the gratuity plan and post retirement pension plans.
Details of defined benefit obligations and plan assets:
The fair value of the above equity and securities issued by government are determined based on quoted market prices in active markets. The fair value of other debt instruments are also determined based on quoted price in active market. The fair value of balance in special deposit scheme is determined based on its carrying value. The fair value of balance with Life Insurance Corporation is determined based on the funds statement received from the Life Insurance Corporation (LIC).
The actual return/(loss) on plan assets was Rs. 25.52 lakhs (March 31,2024: Rs. 12.97 lakhs).
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase, attrition and mortality. The sensitivity analysis given below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
• If the discount rate is 100 basis points higher (lower), the defined benefit obligation would decrease by Rs. 104.12 lakhs (increase by Rs. 120.93 lakhs) [March 31,2024: decrease by Rs. 116.54 lakhs (increase by Rs. 136.21 lakhs)]
• If the expected salary increase growth increases (decreases) by 1%, the defined benefit obligation would increase by Rs. 119.79 lakhs (decrease by Rs. 105.09 lakhs) [March 31,2024: increase by Rs. 133.60 lakhs (decrease by Rs. 116.62 lakhs)]
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is likely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
In presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is same as applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the method and assumptions used in preparing the sensitivity analysis from prior years.
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected pension increase and mortality. The sensitivity analysis given below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
• If the discount rate is 100 basis points higher (lower), the defined benefit obligation would decrease by Rs. 76.98 lakhs (increase by Rs. 86.49 lakhs) [March 31,2024: decrease by Rs. 75.40 lakhs (increase by Rs. 84.87 lakhs)]
• If the expected pension increase growth increases (decreases) by 1%, the defined benefit obligation would increase by Rs. 83.23 lakhs (decrease by Rs. 75.36 lakhs) [March 31,2024: increase by Rs. 82.26 lakhs (decrease by Rs. 74.29 lakhs)]
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is likely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
In presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is same as applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the method and assumptions used in preparing the sensitivity analysis from prior years.
(C) Compensated absence
The Company has a policy on compensated absences which are both accumulating and non-accumulating in nature.The Leave encashment benefit scheme is a salary Defined Benefit Plan that provides for a lump sum payment made on exit or encashable either by way of retirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of Last Drawn Monthly Basic Salary plus Dearness Allowances and the accumulated leave balances and paid as lump sum at exit. The expected cost of accumulating compensated absences is determined by actuarial valuation. Expense on non-accumulating compensated absences is recognised in the period in which the absences occur.
This benefit includes Cash equivalent of Unutilized leave balances at the time of exit subject to Annual entitlement and ceiling of maximum encashable leave accumulation. The Company recognised a provision for compensated absence in the balance sheet amounting to Rs. 524.11 lakhs (March 31,2024: Rs. 553.52 lakhs)
38.03 Other Contributions
Employee State Insurance [Total Amount charged to the Statement of Profit & Loss for the year Rs. 13.59 lakhs (March 31, 2024: Rs. 13.58 lakhs)]
Contribution to these scheme are made by the company and Employee as required as per the statute.
39. Financial instruments
39.01 Capital management
The Company manages its capital to ensure that entities will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Capital structure of the Company consists of net debt and the total equity of the Company.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, long term liability component of NCRPS, current borrowings and lease liability, less cash and short-term deposits.
The Net debt to equity ratio for the current year improved mainly as a result of earnings of Rs. 2,762.70 lakhs and increase in equity component of Rs. 1,639.13 lakhs due to issue of Non Convertible Redeemable Preference Shares in the current year.
39.02 Financial risk management objectives and policies
The Company’s principal financial liabilities, comprise borrowings, trade and other payables. The Company’s principal financial assets include trade and other receivables, investments, cash and short-term deposits that derive directly from its operations. The Company is exposed to market risk (including interest rate risk and other price risk), credit risk and liquidity risk.
For instance, the delay in collection of trade receivables may put stress on the short term liquidity which is mitigated by continuous monitoring, churning and liquidating the short term investments and to minimise loss of income from short term investments.
The Company seeks to minimise the effects of these risks by exploring the possibility of investing the surplus funds in the short term portfolios.
The corporate treasury management reports on quarterly basis to the board of directors that monitors risks and policies implemented to mitigate risk exposures.
39.03 Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include investment in mutual fund and other investment.
The Company’s investment in mutual funds are basically in Overnight Funds and Liquid Funds with a shorter duration less than 1 year subject to continuous churning of the investments.
39.04 Foreign currency risk management
The Company enter into sale and purchase transactions; consequently, exposures to exchange rate fluctuations arise. The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period were nil.
39.05 Interest rate risk management
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market interest rates. The company’s exposure to the risk of changes in market interest rates relates primarily to the company’s long -term debt obligations with floating interest rates.
The Company has repaid all the bank borrowings including long term loans. Therefore changes in market interest rate does not have any bearing on the company’s profit before tax.
39.06 Credit risk management
Credit risks refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk encompasses both the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. The Company’s Board approved financial risk policies comprise liquidity, currency, interest rate and counterparty risk. Financial instruments that are subject to concentrations of credit risk, principally consist of trade receivables and contract assets, security deposits, etc. None of the financial instruments of the Company result in material concentrations of credit risks. The Company does not engage in speculative treasury activity but seeks to manage risk and optimise interest and commodity pricing through proven financial instruments.
The credit risk on bank balances, bank deposits and investments in mutual funds is limited because the counterparties are banks or fund houses with high credit ratings.
Trade receivables and Contract assets consist of a large number of customers, spread across diverse industries. Ongoing credit evaluation is performed on the financial condition of accounts receivable. The Company’s as part of verification of the customer credentials, ensures the compliance with the following criterion:
• Customer’s financial health by examining the latest available financial information.
• The rating of the customer by a reputed agency.
• Brand and market reputation of the customer.
• Ageing analysis.
A default on a financial asset is when the counterparty fails to make contractual payments when they fall due or when the extended credit period expires. This definition of default is determined by considering the business environment in which the Company operates and other macro-economic factors.
Trade receivables and Contract assets are written off or impaired where there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the Company. Where receivables have been written off or impaired, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised against the same line item.
In determining allowance for credit losses of trade receivables and contract assets, the Company has used the practical expedient by computing the expected credit loss allowance based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on ageing of receivables and the rates used in provision matrix.
To measure the expected credit losses, trade receivables and contract assets have been grouped based on the credit risk characteristics. The Contract assets relates to retention money receivables and unbilled work in progress having amount due from customer for contract in progress and have substantially the same credit risk characteristics as the trade receivables for the same type of contract. The Company has therefore concluded that the expected credit loss rate for trade receivable are reasonable approximation of the loss rate for the contract assets.
Loss allowance as at March 31, 2025 and March 31,2024 was determined as follows for trade receivables and contract assets under the simplified approach:
The loss allowance for other 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, existing market conditions as well as forward looking estimates at the end of each reporting period. Reconciliation of loss allowance provision of other financial assets (refer note 15). .
39.08 Liquidity risk management
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.
The Company has obtained fund and non-fund based working capital facilities from various banks (including non-fund based facility from Tata Steel Limited’s One Treasury Service). The Company manages liquidity risk by maintaining adequate reserves, banking facilities, financial support from the promoter and undrawn borrowing facilities, by continuously monitoring forecasts and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
(i) Borrowings as on March 31,2025 consists liability component of 12.50%, 12.17% and 11.25% Non Convertible Redeemable Preference Shares and liability for amortised interest cost on liability component of 12.50%, 12.17% and 11.25% Non Convertible Redeemable Preference Share. (refer note 46.03)
(ii) Borrowings as on March 31, 2024 consists liability component of 12.50% and 12.17% Non Convertible Redeemable Preference Shares and liability for amortised interest cost on liability component of 12.50% and 12.17% Non Convertible Redeemable Preference Share. Also consists of Optionally Convertible Redeemable Preference Shares reclassified to financial liability (refer note 46.03)
1) The above facility is secured by hypothecation on entire current assets and fixed assets of the Company.
2) The Company has made necessary filings with the Registrar of Companies (ROC) with respect to registration of charges within the statutory timelines.
3) The quarterly returns/statement of current assets filed by the Company during the current year and previous year with the respective banks are in agreement with the books of accounts.
4) For details of carrying amount of assets pledged as security for the working capital facilities sanctioned to the company is mentioned in note 45.
39.10 Fair value measurements
The material accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2.09 to 2.11.
Financial assets and liabilities
The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets and financial liabilities that are not measured at fair value on a recurring basis (but fair value disclosure are required):
Fair value hierarchy
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable
and consists of the following three levels:
• Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 — Inputs are other than quoted prices included within 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 are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
The following table summarises the financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not
measured at fair value on a recurring basis (but fair value disclosure are required):
|
As at
|
As at
|
|
March 31,2025
|
March 31,2024
|
41. Commitments
Capital commitment
|
Rs. lakhs
|
Rs. lakhs
|
Estimated amount of contracts remaining to be executed on capital account and not provided for 42. Contingent liabilities
|
930.58
|
112.49
|
(a) Sales tax matters in dispute relating to issues of applicability and classification
In respect of the above sales tax matters in dispute, the Company has deposited Rs.149.80 lakhs (March 31,2024: Rs.160.39 lakhs) against various orders, pending disposal of the appeals. This amount is included under note 10 - Other non-current assets.
|
545.36
|
247.02
|
(b) Excise duty and service tax matters in dispute relating to applicability and classification
In respect of the above excise and service tax matters in dispute, the Company has deposited Rs. 60.18 lakhs (March 31,2024: Rs. 60.18 lakhs) against various orders, pending disposal of the appeals. This amount is included under note 10 - Other non-current assets.
|
1,668.29
|
1,675.63
|
(c) Goods and service tax matters in dispute relating to applicability and classification
In respect of the above Goods and service tax matters in dispute, the Company has deposited Rs. 99.33 lakhs (March 31,2024: Rs. 98.65 lakhs) against various orders, pending disposal of the appeals. This amount is included under note 10 - Other non-current assets.
|
886.03
|
821.44
|
(d) Claims against the Company not acknowledged as debt (primarily of claims made by customers).
|
2,697.17
|
2,726.44
|
Future cash outflows in respect of above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities. The Company does not expect any reimbursements in respect of the above contingent liabilities.
Also refer note 46.08 regarding management’s assessment on certain matters relating to Provident fund.
(b) Revenue recognised during the current year from the performance obligation satisfied (or partially satisfied) upto previous year (arising out of contract modifications) is Nil.
(c) The management expects that 44% of the transaction price amounting to Rs. 2,684.82 lakhs allocated to the unsatisfied contracts as on March 31,2025 will be recognised as revenue during the next reporting period. The remaining 56% will be recognised in the financial year 2026-27.Timing of the recognition of revenue from such long term contracts depends on the progress of the projects which is subject to uncertainty due to various factors and therefore actual results may differ from these estimates.
46.02 Revenue from construction contracts are recognised on percentage completion method. The estimated cost to complete the contracts is arrived at based on technical data, forecast, assumptions and contingencies and are based on the current market price or firm commitments, as applicable. Such estimates/assumptions are subject to variations and completion of the projects within the estimated time. The management has necessary internal control in place around the estimation process and variation is not expected to be significant.
46.03 The Company had issued to Tata Steel Limited ('Tata Steel') 25,000,000, Optionally Convertible Redeemable Preference Shares (OCRPS) of Rs.10 each, amounting to Rs. 2,500 lakhs in two tranches i.e. (i) Series-1, 11.25% OCRPS aggregating to Rs.1,200 lakhs on May 7, 2022; and (ii) Series-2, 11.25% OCRPS, aggregating to Rs. 1,300 lakhs on May 13, 2022. Pursuant to the terms of the OCRPS and in terms of Regulation 162 of SEBI ICDR Regulations, OCRPS shall be convertible, (in two series), into equity shares at the option of the Company within a period of 18 months from the date of allotment i.e., on or before November 6, 2023 (for series 1) and November 12, 2023 (for series 2). In case, the said option is not exercised within such period, the nature of security will be due for redemption at the end of 18 months.
The Board of Directors has approved issuance of 25,000,000, 11.25% non-cumulative, non-participating, redeemable preference shares of Rs.10 (Rupees ten) each ('NCRPS') on October 27, 2023, pursuant to sub-section (3) of section 55 of the Companies Act 2013, in lieu of redemption of the existing non-cumulative, optionally-convertible, non-participating, redeemable preference shares ('OCRPS') of Rs. 10 (Rupees ten) each, amounting to Rs. 2,500 lakhs, subject to the consent of holders of requisite majority of preference shares and the National Company Law Tribunal, (“NCLT”) and all other approvals from any other appropriate authorities as may be required. Upon issue of such NCRPS, the existing OCRPS held by the preference shareholders shall stand automatically cancelled, extinguished, and rendered redeemed.
Tata Steel Limited being the sole Preference Shareholder has given its consent on October 26, 2023. The Company had filed the application with Hon'ble NCLT, Kolkata Bench, on October 28, 2023, which was allowed by the Hon'ble NCLT vide its Order dated June 26, 2024 ('NCLT Order'). On July 15, 2024, the Board of Directors of the Company, pursuant to NCLT Order and in accordance with sub-section (3) of section 55 of the Companies Act 2013, has approved allotment of NCRPS to Tata Steel Limited, in lieu of redemption of existing OCRPS issued earlier to Tata Steel Limited. As the Company had not converted the OCRPS into equity shares prior to the maturity date, the OCRPS initially classified as an equity instrument has been reclassified to financial liability till their deemed redemption (July 15, 2024) in terms of the said NCLT Order. The Company has allotted fresh NCRPS to Tata Steel Limited, during the quarter ended September 30, 2024.
46.04 On December 11,2023, TRF Singapore Pte Limited (‘TRFS’), a company incorporated in Singapore and a wholly-owned subsidiary of the Company sold its entire stake held in Dutch Lanka Trailer Manufacturers Limited, Sri Lanka (‘DLT’) including its 100% subsidiary Dutch Lanka Engineering (Private) Limited, Sri Lanka (‘DLE’) to United Motors Lanka PLC, Sri Lanka (‘UML’). Consequent to such sale, DLT and DLE have ceased to be subsidiary of TRFS and the Company from the said date. In view of the above, the Company had evaluated carrying value of investment in TRF Singapore Pte Limited and accordingly, during the previous year, the Company had reversed impairment loss recognised in earlier years to the extent of Rs. 730.23 lakhs and disclosed the same as an exceptional item.
46.05 The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software, except that the audit trail is not maintained in case of modification by certain users with specific access and for direct database changes. Further, the audit trail feature has not been tampered with during the year and to the extent maintained in the prior year, has been preserved by the Company as per the statutory requirements for record retention.
46.06 The provisions relating to Corporate Social Responsibility under Section 135 of the Act are not applicable to the Company.
46.07 The Board of Directors of the Company, at its meeting held on September 22, 2022, had approved the scheme of Amalgamation of TRF Limited, into and with its promoter company, Tata Steel Limited as a going concern with the Appointed Date of April 1, 2022, subject to the requisite statutory and regulatory approvals which includes approvals from stock exchanges and NCLT. The company had submitted the scheme of amalgamation to Stock Exchanges on October 11, 2022 and received no objection/no adverse observation from the stock exchanges. The Company had subsequently filed the first motion application with Hon’ble National Company Law Tribunal (“”NCLT””), Kolkata Bench on April 4, 2023.
NCLT vide its Order dated September 22, 2023 read with Corrigendum Order dated September 29, 2023 and Order dated November 29, 2023 had directed the Company to convene the equity shareholders meeting on February 8, 2024, or any adjourned dates. However, the Board of Directors of the company has, on February 6, 2024, decided not to proceed with the scheme of amalgamation and approved withdrawal of the Scheme. Thereafter, an application to withdraw the scheme was filed with Hon’ble National Company Law Tribunal (“NCLT”), Kolkata Bench, which has been allowed vide Order dated February 7, 2024. Accordingly, there is no accounting impact in current year and previous year.
46.08 The Hon’ble Supreme Court of India in its judgment in the matter of Vivekananda Vidyamandir & Others Vs The Regional Provident Fund Commissioner (II) West Bengal laid principles in relation to non-exclusion of certain allowances from the definition of “basic wages” for the purposes of determining contribution to provident fund under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952. Based on initial assessment performed by the company, the order did not result in any impact on these standalone financial statements. The management will continue to assess the impact of further developments in this regard and deal with it accordingly.
49 The Company has no transactions with the Companies struck off under Companies Act, 2013 or Companies Act,1956.
50 The Company has complied with the number of layers prescribed under the Companies Act, 2013
51 The company has not been declared wilful defaulter by any bank or financial institution or government or government authority.
52 The company has not traded or invested in crypto currency or virtual currency during the current or previous year.
53 There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under Income Tax Act, 1961 that has not been recorded in the books of accounts.
54 The Company has made provisions as at March 31,2025, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts. The Company did not have any derivative contracts as at March 31,2025.
55 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
56 No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
57 The Company has not made any investments during the year other than in eleven mutual fund schemes. The Company has not granted loans/ advances in the nature of loans to any Company/Firm/Limited Liability Partnership/Other Party during the year. The Company did not stand guarantee or provided Security to any Company/Firm/Limited Liability Partnership/Other party during the year.
58 No proceeding have been initiated on or are pending against the company for holding of benami property under benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
59 The Company has done an assessment to identify Core Investment Company (CIC) [including CIC’s in the Group] as per the necessary guidelines of Reserve Bank of India ( including Core Investment Companies (Reserve Bank) Directions, 2016). The Companies identified as CIC’s at Group level are Panatone Finvest Limited, Tata Industries Limited, Tata Sons Private Limited, TMF Holdings Limited, T S Investments and Protraviny Private Limited.
60 Figures for the previous year have been regrouped and reclassified to conform to classification of current year, where ever necessary for better presentation.
61 Approval of financial statements
The financial statements were approved for issue by the Board of Directors on May 2, 2025.
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