2.20) Provisions and Contingencies
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past
events, for which it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate of the amount can be made.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle
the present obligation at the end of the reporting period. The discount rate to determine the present value is a pre¬
tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
The increase in the provision due to the passage of time is recognised as interest expense.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of
which 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 or a present obligation that arises from past events where it is either not
probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
2.21) Derivative financial instruments and hedge accounting
Cash Flow Hedge:
Any derivative that is either not designated a hedge, or is so designated but is ineffective as per Ind AS 109, is
categorized as a financial instruments at fair value through profit or loss.
2.22) Dividend to equity holders of the Company
The Company recognises a liability to make cash or non-cash distributions to equity holders of the Company
when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the
Corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding
amount is recognised directly in other equity.
2.23) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker.
2.24) Earnings Per Share
Earning per share is calculated by dividing the profit attributable to owners of the company by the weighted
average number of equity shares outstanding during the financial year.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects
of all dilutive potential equity shares.
2.2 Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of H10 per share. Each holder of equity shares is
entitled to one vote per share. The shareholders of equity shares of the Company are entitled to receive dividends
as and when declared by the Company and enjoy proportionate voting rights in case any resolution is put to vote.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all preferential amount, if any. The distribution will be in proportion to the
number of equity shares held by the shareholders.
13.1 Securities premium account is used to record the premium on issue of equity shares. The same is utilised in
accordance with the provisions of The Companies Act, 2013
13.2 The employees stock option outstanding account represents the fair value of stock options granted by the
Company over the vesting period. The reserve will be utilised on exercise of the options by the employees.
13.3 Retained earnings and General Reserve are to be utilised for General purpose.
14.1 Working capital loans
Above loan is secured against (i) First pari passu charge on all existing and future current assets and moveable fixed
assets, and (ii) Equitable mortgage by way of first pari passu charge over the land and building situated at B208,
A1&2, Phase II, Noida, UP.
Rate of Interest
* Interest @ 3.54% ~ 5.63% p.a.
14.2 The monthly returns/statements of current assets filed by the Company with banks or financial institutions in
relation to secured borrowings wherever applicable, are in agreement with the books of accounts and there are no
material differences required to be reported in respect of all the years referred above.
14.3 The quarterly returns/statements of current assets filed by the Company with banks or financial institutions in
relation to secured borrowings wherever applicable, are in agreement with the books of accounts and there are no
material differences required to be reported in respect of all the years referred above.
Disclosure as required by Ind AS 7 - "Cash Flow Statements" - change in liabilities arising from financing
activities:-
35 DISCLOSURE ON EMPLOYEE SHARE BASED PAYMENT
Disclosure is hereby given in pursuant to Ind AS 102 "Share Based Payment".
1) Uniparts India Limited- Employee Stock Option Scheme, 2023' (“ESOS 2023"/"Scheme")
(a) Scheme detail
During the year ended 31st March 2024, the company implemented Uniparts India Limited-Employee Stock Option
Scheme, 2023' ("ESOS 2023"/"Scheme") which was approved by the shareholders of the company by way of special
resolution on January 9, 2024, authorizing the Nomination and Remuneration committee ("committee") to grant
equity share of the company not exceeding 9,02,675, equivalent to 2.00 % of the paid up equity share capital of the
company as on 9th January 2024. further, the stock options to any single employee under the Scheme shall not
exceed 5,00,000 shares of the company during the tenure of the Scheme, subject to compliance with applicable
laws.
The options granted under Scheme have a maximum vesting period of 4 years. The eligibility of the employees
will be based on grade, criticality, skills, potential contribution, and such other criteria as may be determined by the
committee at its sole discretion, from time to time. Scheme shall be applicable to the company, its group company
including its subsidiary companies), and associate company within or outside India and any successor company
thereof to the extent any options have been granted to the employees of such entities, to the extent required under
the Applicable Law. The employees shall be entitled to receive one equity share of the company on exercise of each
stock option Subject to continuation of employment over the vesting period. The exercise price per option shall
be determined by the committee which shall be up to a maximum of 25% (twenty-five percent) discount to market
price of share as of the date of grant.
Explanation: market price for this purpose shall mean the latest available closing price of shares on the stock
exchange having higher trading volume on the date immediately preceding the date of grant, as per SEBI SBEB &
SE Regulations.
As per the Scheme, the Company has granted options 92,099 @ H329.70/- per option (Grant - 1), 52,286 options @
H433.90/- per option (Grant - 2), 17,055 options @ H325.43/- per option (Grant - 3) in accordance with the provisions
of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
to the selected employees of the Company and its group companies. The method of settlement is by issue of equity
shares to the selected employees who have accepted the option.
Period within which options will vest to the participants
Grant-1
1 years from the date of Grant of Options 33%
2 years from the date of Grant of Options 33%
3 years from the date of Grant of Options 34%
Grant-2 to Grant-3
1 years from the date of Grant of Options 33% (November 13, 2025)
2 years from the date of Grant of Options 33% (October 29, 2026)
7 tmaro frrvm tino rlnto f (Ornmt f Omt! mm c 7ZL0/ /'On m’hmr 9Q 90971
2) Uniparts Employees Stock Option Plan, 2007
(a) Scheme detail
The Company's ESOP scheme "Uniparts Employees Stock Option Plan, 2007" is administered through an ESOP
Trust, which subscribes to shares of the Company and holds them until issuance thereof based on vesting and
exercise of options by employees. The scheme provides that subject to continued employment with the Company,
specified employees of the Company and its subsidiaries are granted an option to acquire equity shares of the
Company that may be exercised within a specified period.
As per the Scheme, the Company has granted 1,14,833 options @ H135/- per option (Grant - 1), 42,764 options @
H135/- per option (Grant - 2), 25,000 options @ H135/- per option (Grant - 3), 86,592 Right Issue @ H45/- per share,
28,912 options @ H105/- per option (Grant - 4), 26,209 options @ H105/- per option (Grant - 5), 28,825 options @
H105/- per option (Grant - 6), 11,255 options @ H105/- per option (Grant - 7), 5,000 options @ H105/- per option
(Grant - 8), 21,465 options @ H105/- per option (Grant - 9), 324,637 Bonus Issue @ H Nil per share, 35,102 options @
H52.50 per option (Grant - 10), 52,948 options @ H52.50 per option (Grant - 11), 292,500 options @ H52.50 per option
(Grant - 12), 25,000 options @ H52.50 per option (Grant - 13), 102,948 options @ H52.50 per option (Grant - 14), 67,412
options @ H52.50 per option (Grant - 15), 2,500 options @ H52.50 per option (Grant - 16) and 46,792 options @ H52.50
per option (Grant - 17) in accordance with the provisions of the Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014, to the selected employees of the Company. The method of settlement
is by issue of equity shares to the selected employees who have accepted the option.
Period within which options will vest to the participants
Grant-1 to Grant-10 and Grant-12, Grant-13, Grant- 15 and Grant- 16
2 years from the date of Grant of Options 33%
3 years from the date of Grant of Options 33%
4 years from the date of Grant of Options 34%
Grant-11 & Grant-14
12 months from the date of Grant of Options 100%
Grant-17
1 years from the date of Grant of Options 33%
2 years from the date of Grant of Options 33%
3 years from the date of Grant of Options 34%
37 DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER MICRO,
SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006 (MSMED, ACT 2006)
The Ministry of Corporate Affairs has issued notification no.G.S.R 1022(E) dated October 11, 2018 which prescribes
certain disclosures regarding amount payable to micro enterprises and small enterprises. Accordingly, the disclosure in
respect of the amounts payable to such enterprises has been made in the financial statements based on the information
received from the vendors. The necessary information in this regard has been given hereunder :-
39 GOVERNMENT GRANT
Uniparts India Limited has availed tax and duty benefit in the nature of exemption from payment of Customs Duty,
on its procurements with respect to Plant and Machinery. The said benefits were availed which entitled Uniparts India
Limited to procure goods without payment of taxes and duties of amount for H3.55 million under Zero Duty EPCG
Scheme.
In accordance with Ind AS 20 ""Accounting for Government Grants and Disclosure of Government Assistance"" Uniparts
India Limited has grossed up the value of property, plant and equipment by the amount of tax and duty benefit availed
considering the same as government grant. The amount of said government grant has been added to the value of
property, plant and equipment with corresponding credit to deferred government grant, the amount of grant shall be
amortized on a systematic basis in line with depreciation to be charged on property, plant and equipment.
(B) Enterprises over which Key Managerial Personnel and their relatives exercise significant influence:
SKG Engineering Pvt. Ltd.
SGA Trading Pvt. Ltd.
Tima Trading LLP (Formerely known as Tima Trading Pvt. Ltd.)
Amazing Estates Pvt. Ltd.
GKP Farm LLP (Formerly known as G.K.P. Farms Pvt. Ltd.)
Silveroak Estate LLP (Formerely known as Silveroak Estate Pvt Ltd.)
Bluebells Homes Pvt. Ltd. (Formerly known as Oilintec Pvt. Ltd.)
Sepoy Drinks Pvt Ltd
Charisma Homes LLP (Formerly known as Charisma Homes Pvt. Ltd.)
Avid Star LLP (Formerly known as Avid Maintenance LLP)
Sepoy Beverages LLP
Gripwel Fasteners (Partnership Firm)
Farmparts Company (Partnership Firm)
Soni Holdings (Partnership Firm)
Indento International (Partnership Firm)
P Soni Family Trust
Soni Foundation
Paramjit Singh (HUF)
Gurdeep Soni (HUF)
Leon India (Partnership Firm)
Paper Bag Entertainment Inc.
The Karan Soni 2018 CG-NG Nevada Trust
The Meher Soni 2018 CG-NG Nevada Trust
The Paramjit Soni 2018 CG-NG Nevada Trust
Gifting Trust of Karan Soni
Gifting Trust of Meher Soni
Paramjit Soni Gifting Trust
Sarabjit Soni Gifting Trust
Uniparts ESOP Trust
7 Days Film LLC
(C) Key Managerial Personnel / Individuals having significant influence on the Company:
Gurdeep Soni-Chairman & Managing Director
Paramjit Singh Soni- Vice Chairman & Executive Director
Herbert Klaus Coenen - Non-Executive Director
Rohit Maheshwari-Chief Financial Officer
Tanushree Bagrodia- Group Chief Operating Officer cum Whole time director (w.e.f : 25th November 2024)
Sudhakar Simhachala Kolli - Group Chief Operating Officer (till: 31st January 2025)
Jatin Mahajan (Company Secretary)
(D) Relatives of Key Managerial Personnel *
Angad Soni - Son of Gurdeep Soni
Pamela Soni - Wife of Gurdeep Soni
Arjun Soni - Son of Gurdeep Soni
Tanya Kohli- Daughter of Gurdeep Soni
*Relatives of Key Managerial Personnel with whom transactions have taken place during the year
A ihe variation in Debt service coverage ratio and Debt equity ratio as at March 31, 2025 as compared to March 31, 2024
is primarily due to increases in current borrowing.
# Variation in Trade payable, Capital turnover and Capital employed ratios is primarily due to decreases in turnover and
profitabilty during the year ended March 31, 2025.
42 HEDGING ACTIVITIES AND DERIVATIVES
The Company uses foreign currency denominated borrowings and foreign exchange forward contracts for the purpose
of hedging its currency risks. These contracts are not intended for trading or speculation. The foreign exchange forward
contracts are designated as cash flow hedges.
Cash flow hedges
Foreign exchange forward contracts measured at fair value through OCI are designated as hedging instruments in cash
flow hedges of forecast sales in US dollar. These forecast transactions are highly probable.
While the Company also enters into other foreign exchange forward contracts with the intention to reduce the foreign
exchange risk of expected sales and purchases, these other contracts are not designated in hedge relationships and are
measured at fair value through profit or loss
The foreign exchange forward contract balances vary with the level of expected foreign currency sales and purchases
and changes in foreign exchange forward rates.
The terms of the foreign currency forward contracts match the terms of the expected highly probable forecast
transactions. As a result, no hedge ineffectiveness arise requiring recognition through profit or loss. Notional amounts
of outstanding forward contracts are as follows :
The cash flow hedges of the expected future sales during the year ended March 31, 2025 were assessed to be effective and
a unrealised gain/(loss) of (H13.75 million), with a deferred tax assets of H3.46 million relating to the hedging instruments
is included in OCI. Comparatively, the cash flow hedges of the expected future sales during the year ended March 31,
2024 were assessed to be highly effective and a unrealised gain/(loss) of H25.35 million, with a deferred tax liability of
H6.38 million was included in OCI in respect of these contracts.
The amount removed from OCI during the year and recognised in the statement of profit & loss for the year ended
March 31, 2025 is detailed in Note 31 totaling H18.97 million (net of tax) [March 31, 2024: 25.13 million (net of tax)]. The
amounts retained in OCI at March 31, 2025 are expected to mature and affect the statement of profit and loss in the
subsequent years.
Reclassifications to profit or loss during the year gains or losses included in OCI are shown in Note 31.
43 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company's principal financial liabilities other than derivatives, comprise loans and borrowings, trade payables,
employee related payables and other payables. The main purpose of these financial liabilities is to finance the Company's
operations. The Company's principal financial assets include loan to employees, trade receivables & other receivables
and cash and cash equivalents that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees
the management of these risks. The Company's senior management is supported by a Audit committee that advises
on financial risks and the appropriate financial risk governance framework for the Company. The Audit committee
provides assurance that the Company's financial risk activities are governed by appropriate policies and procedures
and that financial risks are identified, measured and managed in accordance with the Company's policies and risk
objectives. All derivative activities for risk management purposes are carried out by experienced members from the
senior management who have the relevant expertise, appropriate skills and supervision. It is the Company's policy
that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees
policies for managing each of these risks, which are summarised as below.
a) 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 prices are subject to commodity price risk, foreign exchange risk and interest rate
risk.
The financial instruments that are affected by these include loans and borrowing, deposits, available-for-sale
investments and derivative financial instruments. We, from time to time, undertake analysis in relation to the
amount of our net debt, the ratio of fixed to floating interest rates of our debt and our financial instruments that are
in foreign currencies. We use derivative financial instruments such as foreign exchange contracts to manage our
exposures to foreign exchange fluctuations.
b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes 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 interest rate on remaining
loans (except vehicle loans), although fixed, is subject to periodic review by lending banks / financial institutions in
relation to their respective base lending rates, which may vary over a period result of any change in the monetary
policy of the Reserve Bank of India.
d) Commodity price risk
Commodity price risk is the possibility of impact from changes in the prices of raw materials such as steel, which
we use in the manufacture of our products. While we seek to pass on input cost increases to our customers, we may
not be able to fully achieve this in all situations or at all times.
Commodity price sensitivity
As the Company has a back to back pass through arrangements for volatility in raw material prices there is no
impact on the profit and loss and equity of the Company.
e) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade
receivables) and from its financing activities, including deposits with banks and financial institutions, investment
in mutual funds, other receivables and deposits, foreign exchange transactions and other financial instruments.
In relation to credit risk arising from financing activities, we monitor our credit spreads and financial strength on
a regular basis, and based on our on-going assessment of counterparty risk, we adjust our exposure to various
counterparties.
f) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they
are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to
the Company's reputation and ongoing business.
The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing
facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of
financial assets and liabilities.
The management assessed that the fair value of cash and cash equivalent, trade receivables, derivative instruments,
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 values: .
(i) Long-term fixed-rate and variable-rate receivables are evaluated by the Company based on parameters such as
individual creditworthiness of the customer. Based on this evaluation, allowances are taken into account for the
expected credit losses of these receivables.
(ii) The fair value of other non-current financial liabilities and security deposits, is estimated by discounting future
cash flows using 10 year government bond rates. In addition to being sensitive to a reasonably possible change in
the forecast cash flows or the discount rate, the fair value of the equity instruments is also sensitive to a reasonably
possible change in the growth rates.
(iii) Further the management assessed that the fair value of loan to employees approximate their carrying amounts
largely due to discounting at rates which are an approximation of current lending rates.
(iv) The Company enters into derivative financial instruments with various counterparties, principally financial
institutions with investment grade credit ratings. Foreign exchange forward contracts are valued using valuation
techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques
include forward pricing using present value calculations. The models incorporate various inputs including the
credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies,
currency basis spreads between the respective currencies and forward rate curves of the underlying. All derivative
contracts are fully cash collateralised, thereby eliminating both counterparty and the Company's own non¬
performance risk. As at March 31, 2025 the marked-to-market value of derivative asset positions is net of a credit
valuation adjustment attributable to derivative counterparty default risk. The changes in counterparty credit risk
had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and
other financial instruments recognised at fair value.
Reconciliation of fair value measurement of financial assets classified as FVTOCI:
46 Other Disclosure
(i) There were no transaction which have not been 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)
(ii) There was no Immovable Property during the year (other than properties where the Company is the lessee and the
lease agreements duly executed in favour of the lessee) whose title deeds are not held in name of the Company.
(iii) There were no proceedings initiated or pending against the Company for holding any Benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(iv) There were no transactions and / or outstanding balances with struck off Companies under section 248 of the
Companies Act 2013 or section 560 of the Companies Act 1956.
(v) The Company does not have any charge which is yet to be registered with the Registrar of Companies beyond the
statutory period.
(vi) The Company has invested funds in subsidiaries directly or through its wholly owned subsidiaries. The Company
has complied with the number of layers prescribed under section 2 (87) of the Companies Act, 2013 read with the
Companies (Restriction on number of Layers) Rules, 2017.
(vii) The Company has not traded or invested in Cryptocurrency or Virtual Currency during the financial year.
(viii) During the year ended March 31, 2025, the Company was not a party to any approved scheme which needs approval
from a competent authority in terms of Sections 230 to 237 of the Companies Act, 2013.
(ix) The Company has not been declared a wilful defaulter by any bank or financial institution or government or any
government authority.
47 Previous Year figures have been re-grouped/ re-arranged/ re-classified wherever necessary to correspond with the
current year's classification/ disclosure.
As per our report of even date attached. For and on behalf of Board of Directors of
For S.C. VARMA AND CO. Uniparts India Limited
Chartered Accountants
Firm Registration No.000533N
S.C. Varma Gurdeep Soni Tanushree Bagrodia
Partner, (Chairman & Managing Director) (Whole time Director)
Membership No.011450 [DIN: 00011478] [DIN: 06965596]
Rohit Maheshwari Jatin Mahajan
Place : New Delhi (Chief Financial Officer) (Company Secretary)
Date : 27th May 2025 [FCA: 093127] [FCS: 6887]
| 