Company paid INR 1,544.39 Lakhs towards land which has been allotted from Karnataka Industrial Areas Development Board ("KIADB") on July 07, 2024. Company does not have right or control over land considering physical possession of land is still not received from KIADB as at March 31, 2025 and the same is classified in capital advances refer note 10.
3.1 Deemed Cost
On transition to Ind AS (April 01, 2022), the Company has elected to continue with the carrying value of property, plant and equipment measured as per the previous GAAP and use that carrying value as the deemed cost of property, plant and equipment.
3.2 Contractual obligations
Refer to note 45 for details on contractual commitments for acquiring property, plant and equipment.
7.1 Investments in associate:
During the year ended March 31, 2025, pursuant to approval by the Board of Directors, the Company entered into a Share Subscription and Shareholders Agreement (""SSHA"") with Dheya Engineering Technologies Private Limited ("Dheya”) for the subscription of Compulsory Convertible Preference Shares (CCPS). As of March 31, 2025, the Company has subscribed to and allotted 2,387 (16.94%) CCPS for a total consideration of INR 500 Lakhs. The terms of the SSHA also outline certain terms and rights including options to acquire additional CCPS in subsequent tranches. Accordingly, the Company has recognised the investment of INR 500 Lakhs as on March 31, 2025.
7.2 The cost of investments in Innomech Aerospace Toolings Private Limited includes an amount of INR 72.82 Lakhs (March 31, 2024: INR72.82 Lakhs) relating to fair value of guarantees issued by the Company to various banks and financial institutions for borrowings availed by Innomech Aerospace Toolings Private Limited in FY 2024-25.
7.3 Refer note 38 for information about the Company's exposure to financial risks and refer note 39 fair value measurement.
16.1 During the year ended March 31, 2025, and March 31, 2024 the Company has incurred expenses towards proposed Initial Public Offering ("IPO") of its equity shares and the qualifying expenses attributable to the proposed issue of equity shares has been recognised as other current assets. The Company has recovered proportionate amount from its shareholders and the balance amount is netted off in securities premium account in accordance with as per Section 18 and Section 52 of the Companies Act, 2013, respectively, upon the shares being issued.
(a) Increase in authorised share capital and Sub-division/Split of equity shares
Pursuant to the Shareholders resolution dated December 23, 2023, the Company split 1,10,000 equity shares of INR 100 each divided into 22,00,000 equity shares of INR 5 each and increased authorised share capital of the Company from INR 110.00 Lakhs to INR 3,000.00 Lakhs by additional creation of 5,78,00,000 equity share of INR 5 each.
(b) Bonus issue of equity shares
Pursuant to the Shareholders resolution dated December 27, 2023, the Company has issued 4,19,09,600 equity shares having face value of INR 5 each by way of bonus issue to its shareholders by utilising an amount of INR 2,095.48 Lakhs from the balance in retained earnings and securities premium in the ratio of 1:20. The paid-up share capital of the Company has been increased to 4,40,05,080 equity shares of face value of INR 5 each as at March 31, 2024.
17.2 Rights, preferences and restrictions attached to shares
Equity shares have a face value of INR 5 each Holder of equity shares is entitled to participate in dividends. The dividend proposed by the board of directors is subject to the approval of the shareholders in the annual general meeting. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts and distribution will be in proportion to the number of equity shares held by the shareholders.
17.3 Pursuant to the board meeting and share holders meeting held on July 03, 2024, the Company raised money by way of private placement of 36,67,090 equity shares of face value INR 5/- each at a price of INR 681.74/-per share (with a premium of INR 676.74 per share) aggregating to INR 25,000 Lakhs.
17.4 The equity shares of the Company were listed on the National Stock Exchange and Bombay Stock Exchange on December 31, 2024, following the completion of an Initial Public Offering ("IPO") of 63,69,426 equity shares, with a face value of share INR 5/- each, at an issue price of INR 785 per equity share (which includes a share premium of INR 780 per equity share). This consisted of a fresh issue of 31,84,713 equity shares and an offer for sale of 31,84,713 equity shares.
17.5 Equity shares allotted by the Company on August 19, 2024 has following terms attached to equity shares as per shareholders' agreement dated July 16, 2024:
On July 16, 2024, the Company has entered into a Shareholders' Agreement ("SHA") with Valuequest Investment Advisors Private Limited, Steadview Capital Mauritius Limited and Evolvence Fund India IV Limited (together referred as "Investors"), pursuant to their investment in equity shares of the Company of INR 25,000 Lakhs("investor equity shares").
The SHA provides certain rights to the Investors including exit rights and buy back rights. In the event the Company is unable to provide an exit to the Investors by way of an Initial Public Offer (""IPO"") within a certain timeline, the Company shall provide an exit to the Investors by way of third party sale or Company or promoter buyback or a combination thereof on or before March 31, 2028 ("Exit date") in the manner set out in the SHA. The buy back rights of the Investors shall cease to be in effect on and from the date on which the Company files its Draft Red Herring Prospectus ("DRHP") in connection with its proposed IPO, but shall be made effective again in the event the DRHP so filed is withdrawn with no intention of refiling the same.
Pursuant to the filing of its DRHP on August 19, 2024 by the Company, the buy back rights have become ineffective. Consequently, such investor equity shares meet the definition of an equity instrument as per Ind AS 32 Financial Instruments: Presentation and accordingly have been classified as equity from August 19, 2024. Management has also assessed and concluded that there has not been any significant change in the fair value of the investor equity shares from the date of issue to the date of DRHP filing, and therefore there is no impact to be recognised in the profit and loss.
17.7 Aggregate number of shares issued pursuant to contract without payment being received in cash, for consideration other than cash, bonus shares allotted and shares bought back during the period of five years immediately preceding the reporting date
There are no such shares issued, allotted or bought back during the period of five years immediately preceding the reporting date. Refer note 17.1 (b) for bonus equity shares issued.
18.2 Nature and purpose of items in other equity Retained earnings
Retained earnings are the profits that the Company has earned till date, less any dividends or other distributions to shareholders and these can be utilised as per the provisions of the Companies Act, 2013.
Securities premium
Securities premium issued to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
25.3 Performance obligations:Sale of products:
The performance obligation with respect to sale of products including other operating revenue is satisfied at a point in time that is the when control over the goods is transferred to the customers, generally on the delivery of the goods at the agreed destination as per the terms of contract with customers.
Sale of services;
The performance obligation with respect to sale of services is satisfied at a point in time by measuring the progress towards complete satisfaction of performance obligations during the reporting period and revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the customer receives and uses the benefits simultaneously.
3s| EARNINGS/(LOSS) PER EQUITY SHARE
Basic earnings per equity share amounts are calculated by dividing the profit/loss for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.
Diluted earnings per equity share amounts are calculated by dividing the profit/loss attributable to equity holders (after adjusting for interest on the convertible preference shares) by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
(c) Information regarding the classification of securities Convertible debentures
The Company has issued 30,000 convertible debentures issued during the financial year ended March 31, 2019 are considered to be potential equity shares of 544 shares and have been included in the determination of diluted earnings per share from their date of issue.
36| EMPLOYEE BENEFIT OBLIGATIONS(a) Defined contibtion plans
Contributions were made to provident fund and Employee State Insurance in India for the Company as per the regulations. These conrtibutions are made to registered funds administered by the Government of India. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any other contructive obligation.
(b) Defined benefit plan- Gratuity
i) Information regarding gratuity plan
The Company has a defined benefit gratuity plan in India (Gratuity plan). The Gratuity plan is a final salary plan for India employees. The Gratuity plan is governed by the Payment of Gratuity Act, 1972. Under this Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement age.
This defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market (investment) risk.
The present value of the defined benefit obligiation and the relevant service cost are measured using Projected Unit Credit Method, with actuarial valution being carried out at each reporting date.
(g) Defined benefit plan- Longevity
Longevity bonus liability is accrued for certain class of key managerial persons, as may be decided by the Board from time to time to recognise their immense contribution in driving the organisation, and payable upon their resignation or exit from the Company or substantial changes in the composition of the parent company's Board. Amount to be payable is calculated based on latest remuneration of the year multiplied by number of years. Longevity bonus is recognised as liability at the present value of the defined benefit obligation using actuarial valuation at the standalone Balance sheet date.
37.4 Terms and conditions of transactions with related parties
The borrowings of the Company are secured by personal guarantees of Directors of the Company. Further, the Company has also given guarantee for various borrowing arrangements entered into by Innomech Aerospace Toolings Private Limited which is an wholly owned subsidiary of the Company.
37.5 The borrowings of the Company are secured by personal guarantees of Directors of the Company.
38| FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
38.1 The Company is exposed to various financial risks. These risks are categorised into market risk, credit risk and liquidity risk. The Company's risk management is coordinated by the board of directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.
38.2 Market risk
Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the price of the financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivable and payables and loans and borrowings. The Company is exposed to market risk primarily related to foreign exchange rate risk (currency risk) and interest rate risk. Thus the Company's exposure to market risk is a function of borrowing activities, revenue generating and operating activities in foreign currencies.
(a) 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 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 manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The Company manages its interest rate risk by having a balanced portfolio of fixed borrowings amounting to Nil (March 31, 2024: INR Nil) and variable rate borrowings amounting to INR Nil (March 31, 2024: INR 200.00 Lakhs)
The Company's risk management is carried out by the Senior Management under policies approved by the Board of Directors. The Board of Directors provides guiding principles for overall risk management, as well as policies covering specific areas such as credit risk and liquidity risk.
(b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument 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 is denominated in a different currency from the Company's functional currency).
38.3 Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Company's receivables, deposits, cash held with banks and financial institutions. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. The Company does a proper financial and credibility check on the landlords
before taking any property on lease and hasn't had a single instance of non-refund of security deposit on vacating the leased property. The Company does not foresee any credit risks on other financial assets.
To manage the credit risks arising from customers, the Company periodically assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivables.
38.4 Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company manages liquidity risk by maintaining sufficient cash and by having access to funding through an adequate amount of committed credit lines. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.
39.2 Fair value hierarchy
The fair value measurement of the Group's financial and non-financial assets and liabilities utilises market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the 'fair value hierarchy'):
- 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).
39.3 Methods and assumptions
The management assessed that the fair value of cash and cash equivalents, trade receivables, other financial assets, trade payables, other financial liabilities and borrowings approximate the carrying amount largely due to short-term maturity of this instruments. There is an active market for the Company's quoted equity shares and quoted debt securities and fair value is based on quoted market prices.
40| OTHER REGULATORY INFORMATION40.1 Title deeds of immovable properties not held in name of the Company
The Company did not own any immovable properties for the year ended March 31, 2025.
40.2 Details of benami property held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder for the year ended March 31, 2025.
40.3 Borrowings secured against current assets
The Company has borrowings from banks or financial institutions on the basis of security of current assets.
40.4 Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority for the year ended March 31, 2025.
40.5 Relationship with struck off companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 for the year ended March 31, 2025.
40.6 Registration of charges or satisfaction with Registrar of Companies
The Company does not have any charges or satisfaction, which is yet to be registered with Registrar of Companies (ROC) beyond the statutory year for the year ended March 31, 2025.
40.7 Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under Sec 2(85) the Companies Act, 2013 for the year ended March 31, 2025.
40.8 Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current year or previous financial year for the year ended March 31, 2025.
40.9 Utilisation of borrowed funds and securities premium:
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies) for the year ended March 31, 2025, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. 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
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. 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
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
40.10 Undisclosed income
There is no income surrendered or disclosed as income for the year ended March 31, 2025 in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
40.11 Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency for the year ended March 31, 2025.
40.12 Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were take for the year ended March 31, 2025.
40.13 Core investment companies (CIC)
The Company does not have any CICs which are registered/required to be registered with the Reserve Bank of India for the year ended March 31, 2025.
42| CAPITAL MANAGEMENT
The Company's objectives when maintaining capital are:
(a) to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and
(b) to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The Company sets the amount of capital it requires in proportion to risk. The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
The Company monitors capital on the basis of the net debt to capital ratio. Net debt is calculated as the total borrowings and lease liabilities less cash and cash equivalents. Capital includes all components of equity.
43| THE CODE ON SOCIAL SECURITY 2020
The Code on Social Security 2020 ('the Code') relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued. The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which the Code becomes effective and the related rules to determine the financial impact are published.
4s| COMMITMENTS AND CONTINGENT LIABILITIES
|
|
Year ended March 31, 2025
|
Year ended March 31, 2024
|
a. Commitments
|
|
|
Estimated amount of contracts remaining to be executed on capital account and not provided for:
|
|
|
Property plant and equipment
|
1,451.33
|
-
|
|
1,451.33
|
-
|
b. Contingent liabilities
|
|
|
Claims against the Company not acknowledged as debts
|
|
|
Towards Goods and services taxes demand*
|
384.40
|
-
|
Corporate guarantees provided to subsidiary company
|
8,000.00
|
3,500.00
|
|
8,384.40
|
3,500.00
|
*'The Company received an order under Section 73(9) of the KGST/CGST Act, 2017, dated February 17, 2025, following the completion of the GST audit. The order includes a demand of INR 384.40 Lakhs. Subsequently, the Company filed a request for rectification of the said order with the Deputy Commissioner of Commercial Taxes on May 15, 2025. The matter is currently pending before the concerned authority.
46 The Company has estimated INR3,814.30 Lakhs as IPO related expenses and allocated such expenses between the Company (INR1,908.90 Lakhs) and selling Shareholder (INR1,905.40 Lakhs) in proportion to the equity shares allotted to the public as fresh issue by the Holding Company and under the offer for sale by selling Shareholder respectively. The Company has received an amount of INR 23,091.10 Lakhs (net of IPO expenses of INR 1,908.90 Lakhs out of which INR 326.16 Lakhs remains un-utilised as on March 31, 2025) from proceeds out of fresh issue of equity shares. The utilisation of the net IPO proceeds is summarised below.
46| SEGMENT REPORTING
(a) The Company operates in a single segment, specifically the "manufacture and sale of tooling and components for the aerospace sector." The information provided to the Chief Operating Decision Maker (CODM) for resource allocation and performance assessment is focused on this segment. Consequently, the figures presented in these Standalone Financial Statements pertain solely to this operating segment.
(b) Refer to note 25.1 for breakup of the Company's revenue by primary geographical market.
(c) During the year ended 31 March 2025, revenue from operations of three customers represented approximately -70.33% (March 31, 2024: three, 78.14%) customers represented approximately 34.14% (March 31, 2024: 35.26%), 23.01% (March 31, 2024: 28.38%) and 13.18% (March 31, 2024: 14.50%) of the Company's revenue from operations respectively.
47| SUBSEQUENT EVENTS
At its meeting held on February 14, 2025, the Board of Directors approved and recommended the ratification of Employee Stock Option Plan scheme (ESOP's) 2024 to the shareholders. The proposal was subsequently approved by the shareholders on March 25, 2025 through Postal Ballot remote e-voting. Further, the nomination and remuneration committee, on May 13, 2025 approved granting of 98,526 shares to eligible employees of holding company and subsidiary companies.
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