I. Provisions, Contingent Liabilities, Contingent Assets General
The Company recognizes a provision when it has a present obligation (legal or constructive) as a result of past events; it is likely that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. Provisions are not recognized for future operating losses.
Where there are a number of simitar obligations, the likelihood that an outflow will be required to settle the obligation is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are carried at the present value of forecast payments that are expected to be required to settle the obligation, using a rate before taxes that reflects the current market assessment of the time value of money and the specific risks of the obligation. The increase in the provision due to passage of time is recognized as interest expense.
Provision for Contractual Obligation
The Company is exposed to shortages in the supply and rectification of erection services of the materials which generally are identified during the course of the execution of the project. These shortages are due to various aspects like theft, pilferage and other losses. The Company therefore records the costs, net of any claims, at the time related revenues are recorded in the Statement of Profit & Loss.
The Company estimates such costs based on historical experience and estimates are reviewed on an annual basis for any material changes in assumptions and likelihood of occurrence.
Contingent Liabilities
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. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements. Contingent assets are only disclosed when it is probable that the economic benefits will flow to the entity.
J. Foreign Currencies
Transactions and Balances
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognized in profit or loss with the exception of the following:
- Exchange differences arising on monetary items that forms part of a reporting entity's net investment in a foreign operation are recognized in Other Comprehensive Income (OCI) in the Standalone Financial Statements of the reporting entity. The foreign operations are accounted in the Standalone Financial Statements as a non-integral operation.
- Exchange differences arising on monetary items that are designated as part of the hedge of the Company's net investment of a foreign operation are recognized in OCI until the net investment is disposed of, at which time, the cumulative amount is reclassified to Statement of Profit & Loss.
- Tax charges and credits attributable to exchange differences on those monetary items are also recorded in OCI.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in OCI or profit or loss are also recognized in OCI or profit or loss, respectively).
K. Share Based Payments
The Company operates equity-settled share based remuneration plans for its employees.
For equity-settled share based payments, a liability is recognised for the services acquired, measured initially at the fair value of the liability. All goods and services received in exchange for the grant of any share based payment are measured at their fair values on the grant date. Grant date is the date when the Company and employees have shared an understanding of terms and conditions on the arrangement.
Where employees are rewarded using share based payments, the fair value of employees services is determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions. All share based remuneration is ultimately recognised as an expense in profit or loss. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest.
Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to share capital up to the nominal (or par) value of the shares issued with any excess being recorded as share premium.
L. Taxes
Current Income Tax
Current income tax assets and liabilities are measured at the amount expected to be refunded from or paid to the taxation authorities. The tax rates and the tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the domicile country. Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income or in equity). The management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and makes provisions wherever appropriate.
Deferred Tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and the tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
M. Inventories
I nventories are valued at the lower of cost and net realizable value.
Costs incurred in bringing each product to its present location and condition are accounted for as follows:
> Raw Materials: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average.
> Work-in-progress: Cost includes cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity, but excluding borrowing costs. Cost of direct material is determined on weighted average. Work-in-Progress on construction contracts reflects value of material inputs and expenses incurred on contracts including profits recognized based on percentage completion method on estimated profits in evaluated jobs.
> Traded goods: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average.
> Consumable stores and construction materials are valued and stated at lower of cost or net realizable value.
> Finished goods are valued at cost or net realizable value, whichever is lower. Costs are determined on weighted average method.
> Scrap are valued at net realizable value.
N. Retirement and Other Employee Benefits
Retirement benefit in the form of provident fund, family pension fund and employee state insurance contribution is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund, family pension fund and employee state insurance contribution. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
The Company operates a defined benefit gratuity plan in India, which requires contributions to be made to a separately administered fund and / or creation of provision for unfunded portion of defined gratuity.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.
Re-measurements, comprising of a ctu a ria l ga ins and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognized in the Statement of Profit & Loss on the earlier of:
> The date of the plan amendment or curtailment, and
> The date that the Company recognizes related restructuring costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognizes the following changes in the net defined benefit obligation as an expense in the standalone Statement of Profit and Loss:
- Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
- Net interest expense or income Termination Benefits
Termination benefits are payable as a result of the Company's decision to terminate employment before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Company recognizes these benefits when it has demonstrably undertaken to terminate current employees' employment in accordance with a formal detailed plan that cannot be withdrawn, or to provide severance indemnities as a result of an offer made to encourage voluntary redundancy. Benefits that will not be paid within 12 months of the balance sheet date are discounted to their present value.
O. Cash and Cash Equivalents
Cash and cash equivalents include cash in hand, demand deposits in banks and other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown within bank borrowings in current liabilities on the balance sheet.
P. Trade and Other Receivables
Trade receivables are amounts due from customers related to goods sold or services rendered in the ordinary course of business. If the receivables are expected to be collected in a year or less (or in the operation cycle if longer), they are classified as current assets. Otherwise, they are recorded as non-current assets.
Trade receivables are initially recognized at fair value and are subsequently measured at amortized cost using the effective interest rate method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due in accordance with the original terms of the receivables. The existence of significant financial difficulties on the part of the debtor, the probability that the debtor will become bankrupt or undertake a financial restructuring, and late payment or default are considered to be indicators of the impairment of a receivable. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The asset's carrying amount is written down as the provision is applied and the loss is recognized in the Statement of Profit and Loss. When a receivable is uncollectable, the provision for receivables is made in Statement of Profit & Loss. Subsequent recoveries of receivables written off are recognized in the Statement of Profit & Loss for the year in which the recovery takes place.
Q. Cash Flow Statement
Cash flows are reported using the indirect method, whereby the profit for the period is adjusted for the effects of the transactions of a non-cash nature, any deferrals or past and future operating cash flows, and items of incomes and expenses associated with investing and financing cash flows. The cash flows from operating and investing activities of the Company are segregated.
R. Operating Cycle
Assets and liabilities relating to long term projects/ contracts are classified as current/non-current based on the individual life cycle of the respective contract / project as the operating cycle. In case of pure supply contracts and other businesses, the operating cycle is considered as twelve months.
S. Borrowing Costs
Borrowing costs attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for its intended use are added to the cost of those assets.
Interest income earned on temporary investment of specific borrowing pending their deployment is deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are recognized in the Statement of Profit and Loss in the period in which they are incurred.
T. Investment in Subsidiary / Associate
Investment in subsidiary / associate is carried at cost in the Separate Financial Statements. Investment carried at cost is tested for impairment as per IND AS 36.
U. Onerous Contracts
I f the Company has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision. However, before a separate provision for an onerous contract is established, the Company recognises any impairment loss that has occurred on assets dedicated to that contract. An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Company cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it
and any compensation or penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs that relate directly to the contract (i.e., both incremental costs and an allocation of costs directly related to contract activities)."
V. Earnings Per Share
Basic earnings 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, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential equity shares and the weighted number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
a) During the year 2017-18, following were issued for consideration other than cash:
i) Pursuant to the Scheme of Arrangement and in accordance with the directions of the NCLT the Company has issued 7,25,000 Equity shares of ' 10 each to Gammon India Limited (GIL).
ii) The Company has allotted 2,75,000 OFCD's to Gammon India Limited as per the share holders agreement entered into between the Company and Gammon India Limited. Gammon India Limited had informed
the Company that it wished to exercise their rights to convert the aforesaid OFCD's in equity shares. Accordingly the Company issued & allotted 2,75,000 equity shares to Gammon India Limited.
b) Pursuant to the conversion of the Optionally Convertible Debentures on October 30, 2017, 30,00,000 equity shares have been issued to M/s Ajanma Holdings Private Limited and M/s Gammon India Limited and an amount of
' 48.80 Crores has been credited to Securities Premium account.
c) During the year 2020-21 the Company has issued 33,69,480 equity shares of face value of ' 10/- each on right basis ('Rights Equity Shares') to the eligible equity shareholders at an issue price of ' 80 per Rights Equity Share (including premium of ' 70 per Rights Equity Share). In accordance with the terms of issue, ' 20 i.e. 25% of the issue price per Rights Equity Share (including a premium of '17.50 per share), was received on application, ' 20 i.e. 25% of the Issue Price per Rights Equity Share (including a premium of '17.50 per share), was received on allotment. The Board had made first and final call of ' 40 per Rights Equity Share (including a premium of ' 35 per share) on shareholders which has been received.
d) During the year 2021-22, the Company issued 1,51,38,960 equity shares of face value of '10 each at the premium of '10 each on right basis ('Rights Equity Shares').
e) During the year 2022-23, the Company issued 90,000 equity shares of face value of '10 each at the premium of ' 86.33 each on exercise of ESOP. (Refer Note No 49)
f) During the year 2023-24, the Company issued 19,94,302 (post split 99,71,510 shares) equity shares of face value of '10 each at the premium of ' 692 each by way of a Preferential Issue on a Private Placement basis.
g) Pursuant to the recommendation and resolution passed at the meeting of the Board of Directors, the Shareholders in their meeting held on dated February 12, 2024 has approved the split of 1 equity share of the face value of ' 1 0/- each into 5 equity share of the face value of ' 2/- each.
h) During the year 2023-24 the Company has filled Draft Red Herring Prospectus (DRHP) dated March 08, 2024 for raising fund of '450 Crores by fresh equity through Initial Public Offer (IPO).
i) During the year 2024-25, the Company issued 10,33,057 equity shares of face value of ' 2 each at a premium of ' 482 each by way of a Preferential Issue on Private Placement basis.
j) During the year 2024-25, the Company has completed its Initial Public Offer (IPO) of 19,419,258 equity shares of face value ' 2 each at an issue price ' 432 (including a share premium of ' 430 per share). The issue comprised of a fresh issue of 9,259,258 equity shares aggregating to ' 400 Crores and an offer for sale of 10,160,000 equity shares by selling shareholder aggregating to ' 438.91 Crores, totalling to ' 838.91 Crores. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India limited (NSE) and BSE Limited (BSE) on December 27, 2024.
k) Utilisation of IPO proceeds including pre-IPO proceeds (net off IPO expense) as per the prospectus are as follows
Capital Reserve
As per the order of the Nationat Company Law Tribunat dated March 30, 2017, the issued, paid-up and subscribed share capitat of the Company of ' 31.00 Crores comprising of 31,000,000 equity shares of ' 10 each has been reduced to ' 0.20 Crores comprising of 200,000 equity shares of ' 10 each/- upon the Scheme of Arrangement becoming effective. The Scheme of Arrangement is effective from January 1, 2016, the appointed date stated in the scheme, in term of the provision of Section 232(6) of the Companies Act, 2013. As provided in the scheme, the reduced amount of ' 30.80 Crores, has been utitized for adjusting the debit batance in the profit and toss account of the Company and excess, if any shatt be credited to the capitat reserve account of the Company. Accordingty issued, subscribed and paid up Share capitat stands reduced to ' 0.20 Crores and an amount of ' 11.67 Crores has been credited to the opening surptus account and the batance amount of ' 19.13 Crores has been credited to Capitat Reserve account.
(a) The Company entered into a Business Transfer Agreement (BTA) with Gammon India Limited (GIL) pursuant to which tong term borrowings amounting to ' 200.13 Crores and short term borrowings of ' 29.99 Crores of GIL were transferred to the Company. Further pursuant to the Scheme of Arrangement and order of NCLT dated March 30, 201 7, tong term borrowing amounting to ' 93.35 Crores and short term borrowings amounting to ' 181.75 Crores were transferred to the Company upon execution of novation agreement with tenders effective from January 1, 2016. The carve out of the borrowing pursuant to the BTA has been substantially completed except few tenders. Carve out of Non Convertible Debentures, though agreed upon by GIL and the Company, is yet to be approved and executed by the debenture holders. The security for the borrowings assumed under the Scheme of Arrangement has been created.
(b) Emergency Credit Line Guarantee Scheme (ECLGS) & ECLGS 2.0 Extension
i) Pari passu 1st charge on assets created of the credit facilities being extended
ii) Pari passu 2nd charge with the existing credit facilities in terms of cash flows (including repayments) and security.
iii) ECLGS loans carry an interest rate ranging from 7.95 % to 9.25%.
(c) Axis Finance Limited - Capex Loan
Exclusive charge on the machinery and equipment's so financed with minimum FACR of 1.25 times, loan carries an interest rate of Capex Loan 1 ( AFL Reference Rate less spread of 4.90%) and Capex Loan 2 ( AFL reference rate less spread of 5.45%).
(d) Indian Bank Capex Loan
Exclusive charge on the machinery and equipment's so financed up to 1.25 times , loan carries an interest rate of (Indian Bank 1 year MCLR plus spread of 1%)
(e) Mahindra & Mahindra Financial Services Limited Working Capital Term Loan
a. First pari-passu charge along with existing term tenders on entire fixed assets of the Company (both movable and immovabte & both present and future) owned by the Company
B) The disclosures required under Ind AS 19 “Employee Benefits" are given below:
(i) Defined Benefit Plan
a The Company has an obligation to provide to the eligible employees defined benefit plans such as gratuity. The gratuity plan provides for a lump-sum payment to vested employees at retirement, death, while in employment or on termination of employment of an amount equivalent to 15 days of salary payable for each completed year of service or part thereof. Vesting occurs upon completion of 5 consecutive years of service. The measurement date used for determining retirement benefit for gratuity is March 31.
The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
The Company has defined benefit plans for gratuity which is funded through Life Insurance Corporation of India (LIC) group gratuity scheme.
b These plans typically expose the Company to the actuarial risks, investment risks, interest rate risk, liquidity risk and salary risk
Actuarial Risk
It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons.
Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in obligation at a rate that is higher than expected.
Variability in Mortality Rates: If actual mortality rates are higher than assumed mortality rate assumption than the gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.
Variability in Withdrawal Rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.
Investment Risk
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.
Liquidity Risk
Employees with high salaries and long durations or those higher in hierarchy accumulate significant level of benefits. If some of such employees resign/retire from the Company there can be strain on the cash flows.
Market risk
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in defined benefit obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
44 FAIR VALUE HIERARCHY
This section explains the judgments and estimates made in determining the fair value of the financial instruments that are (i) recognised and measured at fair value and (ii) measured at amortized cost for which fair value are disclosed.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs 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 for the assets or liabilities that are not based on observable market data (unobservable inputs).
1 Recognised and measured at fair value
The Company has not recognised any of the outstanding financial instrument as on March 31, 2025 and March 31, 2024 at fair value except as disclosed in the below in Note (2)(ii).
2 Measure at amortized cost for which fair value is disclosed.
The Company has determined fair value of all its financial instruments measured at amortized cost.
The following methods and assumptions were used to estimate the fair values:
i) Long-term fixed-rate of borrowings are evaluated by the Company based on parameters such as interest rates.
ii) The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value
45 CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity capital, and all other reserves attributable to the equity share holders of the Company. The primary objective of the Company's capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the lenders terms and 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.
47 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
a) Financial Risk Management Objectives
1 The Company's principal financial liabilities comprises of loans and borrowings, and trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.
2 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 an appropriate financial risk governance framework for the Company which provides assurance to the Company's senior management 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. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and lays down policies for managing each of these risks, which are summarised below.
3 Derivative Financial Instruments
The Company holds derivative financial instruments such as foreign currency forward contracts and commodity future contracts to mitigate the risk of changes in exchange rates on foreign currency exposures and changes in price of commodities. The counter party for these contracts is generally a multinational bank, financial institution or exchange. These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace. Mark to Market gain or loss on derivative instruments is part of other current financial assets or liabilities.
b) 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 namely interest rate risk, currency risk and commodity risk. Financial instruments affected by market risk include receivables, payables, net investment in foreign operations, loans and borrowings and deposits.
The sensitivity analysis in the following sections on the financial assets and financial liabilities relate to the position as at March 31, 2025 and March 31, 2024.
The following assumptions have been made in calculating the sensitivity analysis:
• The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt as at March 31, 2025 and March 31, 2024.
• The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities.
• The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.
c) Interest Rate Risk
I nterest 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 and short term debt obligations with floating interest rates.
Presently the borrowings of the Company are subject to a floating interest regime at MCLR specified in the respective financing agreements, which is subject to variation in rate of interest in the market. Considering the present market scenario the Company's policy is to maximise the borrowings at MCLR based variable interest rate.
Interest Rate Sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment.
d) Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense and monetary assets & liabilities is denominated in a foreign currency) .
Foreign currency exposure unhedged as at March 31,2025 is ' 1,711.73 Crores (PY ' 1,128.04 Crores) for trade and Other receivables and ' 718.45 Crores (PY ' 518.60 Crores) for trade and other payables.
f) Commodity Price Risk
The Company is affected by the price volatility of the major commodities. The Company's operating activities require the ongoing purchase and manufacture of tower, conductors and poles and therefore require a continuous supply of steel, aluminium and zinc. It may be observed that all the three metals have significant volatility in the prices during the year. However in case of steel which is the major item, there is no marketplace to manage the price risk. The Company holds derivative financial instruments such as commodity future contract to mitigate the risk of changes in aluminium prices.
Further substantial part of our revenues during the year were covered by escalation clauses which addresses the price volatility to a large extent.
Due to the significantly increased volatility of the price of the steel, aluminium and zinc, during the year the Company entered into various purchase contracts for steel, aluminium and zinc at specific rates to manage the risk of the costs. The prices in these purchase contracts are linked to market rates.
The Company's Board of Directors has developed and enacted a risk management strategy regarding commodity price risk and its mitigation.
g) 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 and other financial instruments.
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on the ability of
the customer to honour his commitments. The credit quality is also assessed on factors like state/central sponsored undertaking, financial strength of the customer, assurance of payments like LC or Guarantees etc. Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letters of credit or other forms of credit insurance. Retention is considered as part of receivable which is payable on completion of the project and achieving the completion milestones. In certain contracts the retention would be realised on submission of a bank guarantee, which is submitted as per the terms of the contract with customer.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are consolidated into an homogenous class and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 47. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
I n addition, the Company is exposed to credit risk in relation to financial guarantees given by the Company on behalf of joint operation (net of group share).These financial guarantees have been issued to the banks on behalf of the joint operations. Based on the expectations at the end of reporting period, Company considers the likelihood of the any claim under such guarantee is remote.
h) Financial Instruments and Cash Deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis, and updated throughout the year. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
i) Liquidity Risk
The Company monitors its risk of a shortage of funds using a liquidity planning tool. The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures and other instruments. As at March 31, 2025 no term loan has matured based on the repayment schedule specified in the financing agreements with the lenders.
The disclosed financial instruments in the above table are the gross undiscounted cash flows. However, those amounts may be settled gross or net.
j) Excessive Risk Concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company's performance to developments affecting a particular industry.
I n order to avoid excessive concentrations of risk, the Company's policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio which includes assessing of geopolitical factors, country risk assessment and other factors to have diverse customer relationships. Identified concentrations of credit risks are controlled and managed accordingly.
k) Collateral
As mentioned in Note no 18 and 25 the assets of the Company are hypothecated/charged to the lenders for the borrowings and the non-fund based facilities provided by them. There are no collaterals provided by the shareholders or any other person.
53 The Ministry of Corporate Affairs (MCA) by the Companies (Accounts) Amendment Rules 2021 has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted requiring Companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
As required under above rules, the Company has used accounting software for maintaining its books of account which have feature for recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software at application level. At database levels audit trail facility was enabled on July 3, 2024. Further the Company branches is using Tally Prime application as accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated since June 08, 2024 for all transactions recorded and the audit trail feature has not been tampered with. The tally data is in an encrypted form and therefore direct access of the data does not provide any meaningful methodology to edit the data.
The audit trail has been retained, as per the statutory requirements for record retention except that the audit trail for database level changes is retained only from July 3, 2024 and for the Company's Branches from June 8, 2024.
54 The information about transaction with struck off Companies (defined under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956) has been determined to the extent such parties have been identified on the basis of the information available with the Company and the same is relied upon by the auditors.
55 The Company does not have any benami property where any proceeding has been initiated or pending against the Company for holding any benami property.
56 The Company has not traded or invested in crypto currency or virtual currency during the financial period.
57 The Company has not any such 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).
58 The Company does not have any investments through more than two layer of investment companies as per section 2(87) (d) and section 186 of Companies Act, 2013.
59 The Company has not revalued any of its Property Plant and Equipment (including Right-of-Use Assets) during the period.
60 The Company is not declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
61 The figures for the previous year have been regrouped and restated to make them comparable with the figures of the current period.
62 The balance sheet, Statement of Profit and Loss, cash flow statement, statement of changes in equity statement of material accounting policy information and the other notes forms an integral part of the financial statements of the Company for the period ended March 31, 2025.
63 The Company has declared dividend of ' 1.50 per equity share of the face value of ' 2 each for the financial year ended March 31, 2024 and it has been approved by the shareholders in the annual general meeting held on July 01, 2024.
64 The Board of directors, at their meeting held on May 23, 2025 has recommended a dividend of ' 0.80 per equity share of face value ' 2 each aggregating to ' 10.74 Crores for the year ended March 31, 2025, subject to approval in the ensuing annual general meeting and not recognised as liability as at reporting date.
As per our Report of even date attached.
For Nayan Parikh & Co. For and on behalf of the Board of Directors
Chartered Accountants
FRN. 107023W
Aparna Gandhi D C Bagde Randeep Narang
Partner Executive Chairman Managing Director & CEO
M.No.049687 DIN - 00122564 DIN - 07269818
Deepak Khandelwal Gandhali Upadhye
Chief Financial Officer Company Secretary & Compliance Officer
Mumbai, May 23, 2025
|