1E.13 Provisions and Contingent liabilities
Provisions:
Provisions are recognised when the Company has a present obligation (legal, contractual or constructive) as a result of a past event, it is probable
that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows
estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of
money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is
recognised as an asset if it is virtually certain that reimbursements will be received and the amount of the receivable can be measured reliably.
Warranties:
Provisions for expected cost of warranty obligations under legislation governing sale of goods are recognised on the date of sale of the relevant
products at the Management's best estimate of the expenditure required to settle the obligation which takes into account the empirical data on
the nature, frequency and average cost of warranty claims and regarding possible future incidences.
Contingent liabilities:
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an
outflow of resources. When there is a possible or a present obligation where the likelihood of outflow of resources is remote, no provision or
disclosure is made.
1E.14 Business Combinations
A common control business combination, involving entities or businesses in which all the combining entities or businesses are ultimately
controlled by the same party or parties both before and after the business combination and where the control is not transitory, is accounted for
in accordance with Appendix C to Ind AS 103 'Business Combinations'.
Other business combinations, involving entities or businesses are accounted for using acquisition method. Consideration transferred in such
business combinations is measured at fair value as on the acquisition date, which comprises the following:
• Fair values of the assets transferred
• Liabilities incurred to the former owners of the acquired business
• Equity interests issued by the Company
Goodwill is recognised and is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree over the net fair value of assets and liabilities
acquired.
1E.15 Goodwill
Goodwill arising on business combination is carried at cost less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to the Company's cash-generating unit that is expected to benefit from the
synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or when there is an indication that the unit may
be impaired. The recoverable amount of cash generating unit is determined for each cash generating unit based on a value in use calculation
which uses cash flow projections and appropriate discount rate is applied. The discount rate takes into account the expected rate of return to
shareholders, the risk of achieving the business projections, risks specific to the investments and other factors. If the recoverable amount of
the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit, pro rata based on the carrying amount of each asset in the unit. Any impairment
loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on
disposal.
1E.16 Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added
to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or
loss.
Financial assets:
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales
are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the
marketplace.
Classification of financial assets
The financial assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition of financial assets
(except for financial assets carried at fair value through profit or loss) are added to the fair value of the financial assets on initial recognition.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Subsequent measurement:
(i) Financial assets (other than investments and derivative instruments) are subsequently measured at amortised cost using the effective
interest method.
Effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points
paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the
expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Investments in debt instruments that meet the following conditions are subsequently measured at amortised cost:
• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments on principal and interest
on the principal amount outstanding.
Income on such debt instruments is recognised in profit or loss and is included in the “Other Income".
The Company has not designated any debt instruments as fair value through other comprehensive income.
(ii) Financial assets (i.e. derivative instruments and investments in instruments other than equity of subsidiaries, joint ventures and associates)
are subsequently measured at fair value.
Such financial assets are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement
recognised in profit or loss and included in the “Other Income".
Investments in equity instruments of subsidiaries, joint ventures and associates
The Company measures its investments in equity instruments of subsidiaries, joint ventures and associates at cost in accordance with Ind AS 27.
Impairment of financial assets:
A financial asset is regarded as credit impaired or subject to significant increase in credit risk, when one or more events that may have a
detrimental effect on estimated future cash flows of the asset have occurred. The Company applies the expected credit loss model for recognising
impairment loss on financial assets (i.e. the shortfall between the contractual cash flows that are due and all the cash flows (discounted) that
the Company expects to receive).
De-recognition of financial assets:
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the
financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor
retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained
interest in the asset and an associated liability for amounts it may have to pay. On de-recognition of a financial asset in its entirety, the difference
between the asset's carrying amount and the sum of the consideration received and receivable is recognised in the Statement of profit and loss.
Financial liabilities and equity instruments:
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of
the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by a group entity are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or
loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.
Financial liabilities
All financial liabilities (other than derivative instruments) are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid
or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected
life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Interest expense that is not capitalised as part of cost of an asset is included in the “Finance Costs".
Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs
because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.
Financial guarantee contracts issued by the Company are initially measured at their fair values and are subsequently measured (if not designated
as at Fair value though profit or loss) at the higher of:
• the amount of impairment loss allowance determined in accordance with requirements of Ind AS 109; and
• the amount initially recognised less, when appropriate, the cumulative amount of income recognised
De-recognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. An
exchange with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial
liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether
or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the
recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration
paid and payable is recognised in profit or loss.
Derivative financial instruments:
The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks,
including foreign exchange forward contracts and cross currency interest rate swaps. Further details of derivative financial instruments are
disclosed in Note 3.6.
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-measured to
their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative
is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the
hedging relationship and the nature of the hedged item.
Embedded derivatives
Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of Ind AS 109 are treated as separate
derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured
at Fair value through profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment
of principal and interest. Derivatives embedded in all other host contracts are separated only if the economic characteristics and risks of the
embedded derivative are not closely related to the economic characteristics and risks of the host and are measured at fair value through profit
or loss.
Hedge accounting:
The Company designates certain derivatives as hedging instruments in respect of foreign currency risk, as either fair value hedges or cash flow
hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.
At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along
with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and
on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows
of the hedged item attributable to the hedged risk.
Note 3.6 sets out details of the fair values of the derivative instruments used for hedging purposes.
Fair value hedges
Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in profit or loss immediately,
together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair value
of the designated portion of hedging instrument and the change in the hedged item attributable to the hedged risk are recognised in profit or
loss in the line item relating to the hedged item.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for
hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to profit or
loss from that date.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated under the heading of cash flow hedge reserve. The gain or loss relating to the ineffective portion is
recognised immediately in profit or loss and is included in the “Other Income".
Amounts previously recognised in other comprehensive income and accumulated in equity relating to effective portion as described above are
reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item. However,
when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, such gains and losses are
transferred from equity (but not as a reclassification adjustment) and are included in the initial measurement of the cost of the non-financial
asset or non-financial liability.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for
hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is
recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur,
the gain or loss accumulated in equity is recognised immediately in profit or loss.
1E.17 Assets held for sale
Non-current assets or disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than through continuing use. This condition is regarded as met only when the asset is available for immediate sale in its
present condition subject only to terms that are usual and customary for sales of such asset and its sale is highly probable.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to
sell and disclosed separately in balance sheet. Liabilities associated with assets classified as held for sale are estimated and disclosed separately
in the balance sheet.
1E.18 Segment Reporting
The Company is principally engaged in a single business segment viz. commercial vehicles and related components based on nature of products,
risks, returns and the internal business reporting system. The Board of directors of the Company, which has been identified as being the chief
operating decision maker (CODM), evaluates the Company's performance, allocate resources based on the analysis of the various performance
indicators of the Company as a single unit. Accordingly, there is no other reportable segment in terms of Ind AS 108 'Operating Segments'. The
Company has opted for exemption under Ind AS 108 'Operating Segments', as the segment reporting is reported in its consolidated financial
statements.
Notes:
1. Escalation clause - the percentage of escalation is up to a maximum of 15%.
2. Discounting rate used for the purpose of computing right to use asset ranges from 6% to 9%.
3. Rental amount per annum ranges from ' 0.03 crores to ' 2.27 crores, which also carries a clause for extension of agreement based on mutual understanding
between Lessor and Lessee.
4. The lease period ranges from 2 years to 90 years over which the right to use asset is depreciated on a straight line basis.
5. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any major
covenants other than the security interests in the leased assets that are held by the lessor. Leased assets are not used as security for borrowing purposes.
6. During the year ended March 31, 2023, a portion of leasehold land was surrendered to State Industries Promotion Corporation of Tamil Nadu Limited (SIPCOT) and
surrender value was received by the Company. The Company is in the process of registering the modified lease deed for the balance portion of leasehold land.
7. The Company was allotted land in Lucknow, Uttar Pradesh, under the applicable State Incentive Policy and received an upfront land subsidy of ' 115.84 crores.
The land has been mortgaged in favor of the Uttar Pradesh State Industrial Development Authority and will remain so until the commencement of commercial
production. A right-of-use asset has been recognized for the net value, excluding the subsidy amount, and is being amortized over the lease term of 90 years.
2. As on March 31, 2025, there are 35,28,70,140 (March 2024: 35,28,70,140) equity shares representing the outstanding Global Depository
Receipts (GDRs). The balance GDRs have been converted into equity shares.
3. Shares held by the Holding Company
Hinduja Automotive Limited, the holding company, holds 1,16,43,32,742 (March 2024: 1,16,43,32,742) Equity shares and 32,92,00,140
(March 2024: 54,86,669) Global Depository Receipts (GDRs) equivalent to 32,92,00,140 (March 2024: 32,92,00,140) Equity shares of
Re. 1 (March 2024: Re. 1) each aggregating to 50.861% (March 2024: 50.864%) of the total share capital.
4. Shareholders other than the Holding Company holding more than 5% of the equity share capital
There are no shareholders holding more than 5% of the equity share capital of the Company other than the Holding Company as at
March 31, 2025 and March 31, 2024.
5. Rights, preferences and restrictions in respect of equity shares and GDRs issued by the Company
a) The Equity shareholders are entitled to receive dividends as and when declared; a right to vote in proportion to holding etc. and
their rights, preferences and restrictions are governed by / in terms of their issue under the provisions of the Companies Act,
2013.
b) The rights, preferences and restrictions of the GDR holders are governed by the terms of their issue, and the provisions of the
Companies Act, 2013. Each GDR holder is entitled to receive 1 equity share [March 2024: 60 equity shares] of Re. 1 each, per GDR,
and their voting rights can be exercised through the Depository.
c) Effective June 17, 2024, the ratio between the GDRs and Shares of the Company has been changed from 60 : 1 (One GDR
equivalent to 60 underlying shares) to 1:1 (One GDR is equivalent to one underlying share). Accordingly, 59 new GDRs were
issued by the Depositary for every 1 existing GDR held by the GDR holder(s) on the GDR Record Date viz., June 10, 2024 in line
with the new ratio.
Consequent to the above ratio change, the total number of GDRs stands increased from 58,81,169 to 35,28,70,140. There is no change
to the underlying shares / equity share capital of the Company, due to the ratio change of the GDRs.
6. The Company allotted 2,00,000 (March 2024: 2,00,000) equity shares pursuant to the exercise of options under Employee Stock Option
Plan Scheme. For Information relating to Employees Stock Option Plan Scheme including details of options outstanding as at March 31,
2025 - Refer Note 3.4.
7. The Board of Directors has recommended the issue of bonus shares of 1 : 1 subject to the approval of shareholders.
Notes:
1. These will expire in various years upto 2026-27.
2. The above are gross amounts on which appropriate tax rates would apply.
3. The Company has not recognised deferred tax asset in respect of deductible temporary difference relating to certain investments as
presently it is not probable that future taxable capital gain will be available in the foreseeable future to recover such deferred tax assets.
4. The Company has not recognised deferred tax liabilities on taxable temporary differences arising from investments in subsidiaries, as
it has the ability to control the timing of the reversal of these differences and it is probable that such differences will not reverse in the
foreseeable future.
3.2 Employee benefit plans (Including Retirement benefit plans)
3.2.1 Defined contribution plans
Payments to defined contribution plans i.e., Company's contribution to superannuation fund, employee state insurance and other funds are
determined under the relevant schemes and / or statute and charged to the Statement of Profit and Loss in the period of incurrence when
the services are rendered by the employees.
The total expense recognised in profit or loss of ' 30.67 crores (2023-24: ' 30.22 crores) represents contribution paid/ payable to these
schemes by the Company at rates specified in the schemes.
3.2.2 Compensated absence and Defined benefit plans
The Company has an obligation towards gratuity as per payment of gratuity act, 1972, a defined benefit plan covering eligible employees.
The plan provides for a lump-sum payment to vested employees at the time of retirement, separation, death while in employment or on
termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon
completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial
valuation. The Company makes annual contributions through trusts to a funded gratuity scheme administered by the Life Insurance
Corporation of India.
Eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined benefit plan, in which both
employees and the Company make monthly contributions at a specified percentage of the covered employees' salary. The contributions are
made to the provident fund and pension fund set up as irrevocable trusts by the Company. The interest rates declared and credited by trusts
to the members have been higher than / equal to the statutory rate of interest declared by the Central Government.
Company's liability towards gratuity (funded), provident fund, other retirement benefits and compensated absences are actuarially
determined at the end of each reporting period using the projected unit credit method as applicable.
These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
The sensitivity analysis presented above may not be representative of the actual change in the obligation, since the above analysis are based
on change in an assumption while holding other assumptions constant. In practice, it is unlikely that the change in assumptions would occur
in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the obligation has been calculated using the projected unit
credit method at the end of each reporting period, which is the same as that applied in calculating the liability recognised in the balance
sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from previous year.
The Company expects to make a contribution of ' 53.00 crores (March 2024: ' 55.00 crores) to the defined benefit plans (gratuity - funded)
during the next financial year.
The average duration of the benefit obligation (gratuity) is 7.00 years (March 2024: 7.10 years).
3.4.4 Share options outstanding at the end of the year
The share options outstanding at the end of the year had a weighted average exercise price of ' 91.06 (as at March 31, 2024: ' 90.90) and a
weighted average remaining contractual life of 3.88 years (as at March 31, 2024: 4.81 years).
3.5 Lease arrangements
Company as lessee
Expenses for the year ended March 31, 2025 includes lease expense classified as short term lease expenses aggregating to ' 27.16 crores
(March 31, 2024: ' 19.28 crores) which are not required to be recognised as part of the practical expedient under Ind AS 116.
Expenses for the year ended March 31, 2025 includes lease expense classified as variable lease payments aggregating to ' 69.19 crores
(March 31, 2024: ' 70.10 crores).
The total cash outflow for leases for the year ended March 31, 2025 is ' 155.68 crores (March 31, 2024: ' 109.4 crores).
The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders
through the optimisation of the debt and equity balance.
The Company determines the amount of capital required on the basis of annual master planning and budgeting and corporate plan for working
capital, capital outlay and long-term product and strategic involvements. The funding requirements are met through equity, internal accruals
and a combination of both long-term and short-term borrowings.
The Company monitors the capital structure on the basis of total debt to equity and maturity profile of the overall debt portfolio of the
Company.
The quarterly returns or statements of current assets filed by the Company with Banks are in agreement with the books of account.
The Company has complied with covenants given under the facility agreements executed for its borrowings.
3.6.2 Financial risk management
In course of its business, the Company is exposed to certain financial risks that could have significant influence on the Company's business and
operational / financial performance. These include market risk (including currency risk, interest rate risk and other price risk), credit risk and
liquidity risk.
The Board of Directors reviews and approves risk management framework and policies for managing these risks and monitors suitable
mitigating actions taken by the management to minimise potential adverse effects and achieve greater predictability to earnings.
In line with the overall risk management framework and policies, the treasury function provides services to the business, monitors and
manages through an analysis of the exposures by degree and magnitude of risks.
The Company uses derivative financial instruments to hedge risk exposures in accordance with the Company's policies as approved by the
board of directors.
(A) Market risk
Market risk represent changes in market prices, liquidity and other factors that could have an adverse effect on realisable fair values
or future cash flows to the Company. The Company's activities expose it primarily to the financial risks of changes in foreign currency
exchange rates and interest rates as future specific market changes cannot be normally predicted with reasonable accuracy.
(1) Foreign currency risk management:
The Company undertakes transactions denominated in foreign currencies and thus it is exposed to exchange rate fluctuations. The
Company actively manages its currency rate exposures, arising from transactions entered and denominated in foreign currencies, through
a centralised treasury division and uses derivative instruments such as foreign currency forward contracts and currency swaps to mitigate
the risks from such exposures. The use of derivative instruments is subject to limits and regular monitoring by Management.
Foreign currency sensitivity analysis:
Movement in the functional currencies of the Company against major foreign currencies may impact the Company's Profit and loss. Any
weakening of the functional currency may impact the Company's export proceeds, import payments and cost of borrowings.
The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate exposure of a currency and
a parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%, which represents Management's assessment of the
reasonable possible change in foreign exchange rates.
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and the
impact on the other components of equity arises from foreign currency forward contracts designated as cash flow hedges. The following table
details the Company's sensitivity movement in the increase / decrease in foreign currencies exposures (net):
* includes variable rate borrowings amounting to ' 57.76 crores (March 31, 2024: ' 389.95 crores) subsequently converted to fixed rate
borrowings through swap contracts.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates at the end of the reporting period. For floating rate
liabilities, the analysis is prepared assuming that the amount of the liability as at the end of the reporting period was outstanding for the whole
year. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents
Management's assessment of the reasonably possible change in interest rates.
If interest rates had been 25 basis points higher/ lower, the Company's profit / loss for the year ended March 31, 2025 would decrease /
increase by ' 0.50 crores (March 31, 2024 decrease / increase by ' 0.45 crores). This is mainly attributable to the Company's exposure to
interest rates on its variable rate borrowings.
&) Foreign currency and interest rate sensitivity analysis for swap contracts:
The Company has taken foreign currency and interest rate swap (FCIRS) contracts for hedging its foreign currency and interest rate risks
related to certain external commercial borrowings. The mark-to-market gain as at March 31, 2025 is ' 7.39 crores ( March 31, 2024: ' 53.04
crores). If the foreign currency movement is 2% higher / lower and interest rate movement is 200 basis points higher / lower with all other
variables remaining constant, the Company's profit / loss for the year ended March 31, 2025 would approximately decrease/ increase by
' Nil (year ended March 31, 2024: decrease / increase by ' Nil).
Equity price risk is related to the change in market reference price of the investments in quoted equity securities. The fair value of some of the
Company's investments exposes the Company to equity price risks. In general, these securities are not held for trading purposes.
(B) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The
Company's exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded
is spread amongst approved counterparties.
The Company is exposed to credit risk from trade receivables, bank balances, inter-company loans, financial guarantees and other financial
assets.
Credit risk on Trade receivables:
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation
is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee cover is taken. The Company operates
predominantly on cash and carry basis excepting sale to State Transport Undertaking (STU), Government project customers based on tender
terms and certain export / domestic customers which are on credit basis. The average credit period is in the range of 7 days to 90 days. However,
in select cases, credit is extended which is backed by Security deposit/ Bank guarantee/ Letter of credit and other forms. The Company creates
specific provisions for disputes and the expected credit losses for such receivables are insignificant.
The Company makes a loss allowance using simplified approach for expected credit loss (ECL) and on a case to case basis. ECL are the weighted
average of credit losses with the expected risk of default occurring as the weights (historically not significant). ECL is difference between all
contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive.
The ageing on trade receivable is given in note 1.10.
The Company's trade and other receivables consists of a large number of customers, across geographies, hence the Company is not exposed to
concentration risk except in case of a STU.
Others:
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings. The
credit risk on intercompany loans, financial guarantees and other financial assets are evaluated to be immaterial.
The company investments in highly liquid mutual funds are considered low-risk. The credit ratings of the respective fund houses are carefully
evaluated prior to making any investment decision.
(C) Liquidity risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain
sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based working
capital limits from various banks. Furthermore, the Company has access to funds from debt markets through commercial paper programs, non¬
convertible debentures, and other debt instruments. The Company invests its surplus funds in bank fixed deposit and mutual funds, which carry
minimal mark to market risks.
Notes:
1) There were no transfers between Level 1, 2 and 3 during the year.
2) Other things remaining constant, a 5% increase/ decrease in the WACC or discount rate used would decrease/ increase the fair value of the
unquoted preference shares by ' 72.18 crores / ' 131.68 crores (as at March 31, 2024: ' 72.39 crores / ' 137.28 crores).
3) Other things remaining constant, a 50 basis points increase / decrease in the WACC or discount rate used would decrease / increase the fair
value of the unquoted equity instruments by ' 15.53 crores / ' 16.14 crores (as at March 31, 2024: ' 22.01 crores / ' 27.09 crores).
4) Other things remaining constant, a 5% increase/ decrease in the revenue would increase/ decrease the fair value of the unquoted equity
instruments by ' 60.17 crores / ' 59.13 crores (as at March 31, 2024: ' 63.53 crores / ' 22.01 crores).
5) Gain / loss recognised in profit or loss included in other income (Refer Note 2.2) arising from fair value measurement of Level 3 financial assets
is a gain of ' 22.94 crores (as at March 31, 2024: gain of ' 4.41 crores). The Company has also recorded a fair value gain of '120.53 crores
(March 31, 2024: loss of ' 124.99 crores) in equity investment of Hinduja Energy (India) Limited and presented the same under exceptional
items in Note 2.8.
3.18 The Company does not have any transactions with struck off companies under Companies Act, 2013 or Companies Act, 1956, during the
year.
3.19 (i) During the year, the Company paid share application money on March 27, 2025 amounting to GBP 45 million (' 498.76 crores) towards
additional equity investment in Optare Plc (its subsidiary) [Intermediary 1]. The shares were subsequently allotted on April 02, 2025.
Intermediary 1 intends to invest in Switch Mobility Limited, UK (its subsidiary) [Ultimate Beneficiary].
For the year ended March 31, 2024, the Company has invested ' 1,199.30 crores in two tranches viz November 28, 2023 and February 06,
2024, in Optare Plc, UK (its subsidiary) [Intermediary 1]. Out of the aforementioned amount, Intermediary 1 has invested in Switch Mobility
Limited, UK (its subsidiary) [Intermediary 2] a sum of GBP 36.27 million on November 30, 2023 and another tranche of GBP 50.68 million on
February 08, 2024 as equity. Further, from the amount received, Intermediary 2 invested ' 208.64 crores on December 11, 2023 and ' 341.36
crores on February 09, 2024 in Switch Mobility Automotive India Limited [Ultimate Beneficiary].
The Company has complied with relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act, 2013,
to the extent applicable, and these transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
Except as detailed above, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or kind of
funds) to any other persons or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or
otherwise) that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the
Ultimate Beneficiaries.
(ii) The Company has not received any fund from any person or entity, 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.
3.20 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.
3.21 The Company has complied with the number of layers prescribed under the Companies Act.
3.22 There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act,
1961, that has not been recorded in the books of account.
3.23 The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
3.24 The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received
Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the certain
provisions of the Code will come into effect and the rules thereunder has not been notified. The Company will assess the impact of the Code
when it comes into effect and will record any related impact in the period the Code becomes effective.
3.25 The figures for the previous year have been reclassified / regrouped wherever necessary including for amendments relating to Schedule III
of the Companies Act, 2013 for better understanding and comparability. The reclassifications / regroupings do not have material impact on
the standalone financial statements.
3.26 The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
For and on behalf of the Board of the Directors
For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009 Dheeraj G Hinduja Shenu Agarwal
Executive Chairman Managing Director and
DIN : 00133410 Chief Executive Officer
DIN :03485730
Baskar Pannerselvam K.M. Balaji N. Ramanathan
Partner Chief Financial Officer Company Secretary
Membership Number: 213126
May 23, 2025
May 23, 2025 London
Chennai
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