t) Provisions, contingent assets and contingent liabilities
Provisions are recognised only when there is a present obligation, as a result of past events, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. If the effect of the time value of money is material, provisions are discounted to reflect its present value using a current pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When provisions are discounted, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liability is disclosed for:
• Possible obligations which will be confirmed only by future events not wholly within the control of the Company or
• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
Contingent assets are not recognised. However, when inflow of economic benefits is probable, related asset is disclosed.
u) Treasury shares
Treasury shares are presented as a deduction from equity. The original cost of treasury shares and the proceeds of any subsequent sale are presented as movements in equity.
v) Earnings per equity share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events including a bonus issue.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average
number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
w) Business combinations
Business combinations involving entities under common control are accounted for using the pooling of interest method. The net assets of the transferor entity or business are accounted at their carrying amounts on the date of the acquisition subject to necessary adjustments required to harmonise accounting policies. Any excess or shortfall of the consideration paid over the share capital of transferor entity or business is recognised as capital reserve under equity.
Business combinations other than the common control transactions are accounted for using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition.
2.3 Material management judgements in applying accounting policies and estimation uncertainty
The following are the critical judgments and the key estimates concerning the future that management has made in the process of applying the Company's accounting policies and that may have the most significant effect on the amounts recognised in the financial Statements or that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Material management estimates Allowance for doubtful debts - The allowance for doubtful debts reflects management's estimate of losses inherent in its credit portfolio. This allowance is based on Company's estimate of the losses to be incurred, which derives from past experience with similar receivables, current and historical past due amounts, dealer termination rates, write-offs and collections, the careful monitoring of portfolio credit quality and current
and projected economic and market conditions. Should the present economic and financial situation persist or even worsen, there could be a further deterioration in the financial situation of the Company's debtors compared to that already taken into consideration in calculating the allowances recognised in the financial statements.
Allowance for obsolete and slow-moving inventory- The allowance for obsolete and slow- moving inventory reflects management's estimate of the expected loss in value and has been determined based on past experience and historical and expected future trends in the used vehicle market. A worsening of the economic and financial situation could cause a further deterioration in conditions in the used vehicle market compared to that taken into consideration in calculating the allowances recognised in the financial statements.
Product warranties- The Company makes provisions for estimated expenses related to product warranties at the time products are sold. Management establishes these estimates based on historical information of the nature, frequency, and average cost of warranty claims. The Company seeks to improve vehicle quality and minimize warranty expenses arising from claims. Warranty costs may differ from those estimated if actual claim rates are higher or lower than historical rates.
Useful lives of depreciable/amortisable assets -
Management reviews its estimate of the useful lives of depreciable/amortisable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of certain software, IT equipment and other plant and equipment.
Defined benefit obligations (DBO) - Managements estimate of the DBO is based on a number of critical underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.
Material management judgements Capitalisation of internally developed intangible assets - Distinguishing the research and development phases for new products and design enhancements determining whether the recognition requirements for
the capitalisation of development costs are met requires judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there any indicators that capitalised costs may be impaired.
Evaluation of indicators for impairment of non¬ financial assets - The evaluation of applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.
Contingent liabilities - The Company is the subject of legal proceedings and tax issues covering a range of matters, which are pending in various jurisdictions. Due to the uncertainty inherent in such matters, it is difficult to predict the final outcome of such matters. The cases and claims against the Company often raise difficult and complex factual and legal issues, which are subject to many uncertainties, including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction and the differences in applicable law. In the normal course of business management consults with legal counsel and certain other experts on matters related to litigation and taxes. The Company accrues a
liability when it is determined that an adverse outcome is probable, and the amount of the loss can be reasonably estimated.
2.4 Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On August 12, 2024, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2024, applicable from April 01,2024.
Ind AS 117 - Insurance Contracts
MCA notified the Ind AS 117 “Insurance Contracts” which supersedes the existing Ind As 104. Consequential amendments were also made in other Ind AS- 101,103, 104, 105, 107, 109, 115, 117, 1, 7, 19, 28, 32, 36, 37, 38 relating to applicability, accounting, measurement, valuations, transitional provisions, exclusions, disclosure etc. The Company does not expect applicability of Ind As 117 and consequential amendments in other Ind As have any significant impact in its financial statements.
(ii) Leasing arrangements
Certain investment properties are leased to tenants under long-term operating leases with rentals payable monthly.
(iii) Fair value of investment property
Investment properties were reclassed to property, plant & equipment on account of adjustment pursuant to the Scheme of arrangement refer note 43. Hence, no disclosure w.r.t. fair value of investment property is required to be made at the year ended March 31,2024 and onwards.
Nature and purpose of reserves:
(i) Securities premium
Securities premium represents premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
(ii) Employee's stock options outstanding account
The account is used to recognise the grant date fair value of options issued to employees under Employee stock option plan and adjusted as and when such options are exercised or otherwise expire.
(iii) Capital redemption reserve
This reserve represents reserve created on redemption of preference shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
(iv) Capital reserve
This reserve represents the excess of net assets taken, over the cost of acquisition paid at the time of amalgamation/ acquisition. This reserve is not available for distribution to the shareholders.
(v) Treasury shares
Treasury shares represents Company's own equity shares held by Escorts Employees Benefit and Welfare Trust, which is created for the purpose of issuing equity shares to employees under Company's stock option plan.
(vi) General reserve
The Company has transferred a portion of the net profit before declaring dividend to general reserve pursuant to the earlier provision of Companies Act 1956 and transfer from Employee's stock options outstanding account upon lapse of vested options. Mandatory transfer to general reserve upon declaration of dividend is not required under the Companies Act, 2013. This reserve is available for distribution to shareholders in accordance with provisions of Companies Act, 2013.
(vii) Retained earnings
Retained earnings are created from the profit / loss of the Company, as adjusted for distributions to owners, transfers to other reserves, etc.
(viii) Other comprehensive income (OCI)
The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.
(a) Security and repayment details
Term loan facility taken from the bank is unsecured and carries floating interest rate. The interest rate ranges between 9.30% p.a. to 9.40% p.a. (previous year: 8.75% p.a. to 8.85% p.a.). The Company has not defaulted on any loan repayments during the year. Term loan of ' 73.56 crores and ' 52.00 Crores outstanding at previous year end was repayable in April 2024 and April 2025 respectively, which was repaid fully during the FY 2024-25.
(b) Refer note 35 - Financial instruments for disclosure of fair values in respect of financial liabilities measured at amortized cost and analysis of their maturity profiles.
Notes:
1 Provision for claims
During the year 2005-06, the Company sold its entire shareholding in Escorts Heart Institute and Research Center Limited (EHIRCL) vide Share Purchase Agreement (SPA) dated September 25, 2005. At the time of sale, EHIRCL had certain pending income-tax demands. For this purpose and in terms of said SPA, an amount of ' 64.99 crores had been kept under Escrow as fixed deposit by the Company, which after renewal(s) along with interest cumulatively amounts to ' 195.61 crores as on March 31, 2025 (previous year ' 184.57 crores). In accordance with the terms of said SPA, the Company has undertaken to indemnify the purchaser against the aforesaid tax demands arising on EHIRCL upon final adjudication in law, to the maximum extent of funds lying in the Escrow Account plus one-third of the remaining tax demand in excess of the balance in the Escrow Account or as may be finally settled between the parties. Correspondingly, a provision was created earlier on prudent basis to meet this liability, if and when the same
arises, whose carrying value is ' 65.00 crores on March 31,2025 (previous year ' 65.00 crores). The disputed tax demands on EHIRCL are presently reduced to Nil after the first appellate authority decided the disputed matters in the Company's favour and the appeals filed by Income Tax Department against the orders of first appellate authority have been dismissed. The income-tax department had filed two appeal(s) before Hon'ble Delhi High Court. During the financial year 2023-24 one of the appeal has ben dismissed by the Hon'ble Delhi High Court and the other appeal is pending.
2 Provision for warranty
The Company gives warranties on certain products and undertakes to repair or replace them if these fail to perform satisfactorily during the free warranty period. Such provision represents the amount of expected cost of meeting the obligations of such rectification/replacement. The timing of outflows is expected to be within a period of five years. The provision is based on estimates made from historical warranty data associated with similar products and services. The Company expects to incur the related expenditure over the future periods.
Notes:
1. Contingencies for demand raised by income tax department, disputed by the Company and pending in appeal does not include Income tax cases pending w.r.t. Escorts Heart Institute and Research Center Limited(EHIRC) since the amount is indeterminable (refer note 21(ii) for details). Further the amount includes ' 29.44 crores (previous year ' 32.17 crores) in respect of matters which have been decided in favour of the Company, however the income tax department has preferred appeals at the next levels.
2. The amounts indicated as contingent liability or claims against the Company only reflect the basic value. Interest, penalty if any or legal costs, being indeterminable are not considered. Penalties wherever quantified have been included.
a. Valuation process and technique used to determine fair value
(i) The fair value of quoted equity shares is based on the current bid price of respective investment as at the balance sheet date.
(ii) The fair value of investments in mutual fund units is based on the net asset value (NAV) as stated by the issuers of these mutual fund units in the published statements as at the Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.
(iii) The derivative financial instruments are valued using forward exchange rates as at the balance sheet date.
The management assessed that fair values of other current financial assets, cash and cash equivalents, other bank balances, trade receivables, short term borrowings, trade payables and other current financial liabilities approximate their respective carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
(i) Long-term fixed-rate receivables(if any) are evaluated by the Company based on parameters such as interest rates, individual creditworthiness of the customer and other market risk factors.
(ii) The fair values of the Company's fixed interest-bearing receivables and lease liabilities are determined by applying discounted cash flows (‘DCF') method on contractual cash flows, using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. The own non-performance risk as at March 31,2025 was assessed to be insignificant.
(iii) All the other long term borrowing facilities availed by the Company are variable rate facilities which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company's creditworthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that the fair value of these borrowings are approximate to their respective carrying values. However, there are no long-term borrowings as at March 31,2025.
The Company's risk management is carried out by a central treasury department (of the Company) under policies approved by the Board of Directors. The Board of Directors provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.
C.1 Credit risk
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and other financial assets measured at amortized cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.
a) Credit risk management
The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.
(i) Low credit risk
(ii) Moderate credit risk
(iii) High credit risk
Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.
Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in statement of profit and loss.
''excluding financial assets and liabilities reclassified as assets held for sale during financial year ended March 31,2025 * Represents carrying values of financial assets, without deduction for expected credit losses ** Represents target maturity funds, bonds at amortized cost Cash and cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks across the country.
Trade receivables
Credit risk related to trade receivables are mitigated by taking bank guarantees/letter of credit from customers where credit risk is high and taking insurance cover for receivables. The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. In case of trade receivables, default is considered to have occurred when amounts receivable become one year past due.
Trade receivables are generally extended a credit period of 0 to 90 days, except in case of sale to government, where the credit period is governed by terms of the order or the tender document and do not involve any significant financing component.
Other financial assets measured at amortized cost
Other financial assets measured at amortized cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system are in place ensure the amounts are within defined limits.
b) Expected credit losses for financial assets
i) Financial assets (other than trade receivables)
Company provides for expected credit losses on loans and advances other than trade receivables by assessing individual financial instruments for expectation of any credit losses.
- For cash & cash equivalents and other bank balances - Since the Company deals with only high-rated banks and financial institutions, credit risk in respect of cash and cash equivalents, other bank balances and bank deposits is evaluated as very low.
- For loans comprising security deposits paid - Credit risk is considered low because the Company is in possession of the underlying asset.
- For other financial assets - Credit risk is evaluated based on Company's knowledge of the credit worthiness of those parties and loss allowance is measured. Since this category includes loans and receivables of varied natures and purpose, there is no trend that the Company can draw to apply consistently to entire population. For such financial assets, the Company's policy is to provide for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets.
ii) Expected credit loss for trade receivables under simplified approach
The Company recognizes lifetime expected credit losses on trade receivables using a simplified approach, wherein Company has defined percentage of provision by analysing historical trend of default (net of any recoveries from the insurance companies) relevant to each business segment based on the criteria defined above and such provision percentage determined have been considered to recognise life time expected credit losses on trade receivables (other than those where default criteria are met in which case the full expected loss against the amount recoverable is provided for).Trade receivables amounting to ' 353.22 crores (previous year ' 381.72 crores) are secured by way of security deposits from customer and letter of credit issued by banks. The letter of credit are issued by reputable banks and their credit risk is assessed to be low.
C.2 Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.
Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.
a) Financing arrangements
The Company had access to the following undrawn borrowing facilities at the end of the reporting period:
C.3 Market risk
a) Foreign currency risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EURO, GBP and JPY . Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the functional currency of the Company. Considering the volume of foreign currency transactions, the Company has taken forward contracts to manage its exposure. The Company does not use forward contracts and swaps for speculative purposes.
(i) Foreign currency risk exposure in USD (including exposure pertaining to discontinued operations):
The Company's exposure to foreign currency risk at the end of the reporting period expressed in ', are as follows
c) Price risk
i) Exposure
The Company's exposure to price risk arises from investments held and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.
ii) Sensitivity
The table below summarises the impact of increases/decreases of the index on the Company's equity and profit for the period :
J Capital management
The Company's capital management objectives are
- to ensure the Company's ability to continue as a going concern
- to provide an adequate return to shareholders
The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.
Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company's various classes of debt. The Company manages the 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.
] Employee benefits A Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employee's last drawn basic salary per month computed proportionately for 15 days multiplied by the number of years of service.
B Compensated absences (unfunded)
The leave obligations cover the Company's liability for sick and earned leaves. The Company does not have an unconditional right to defer settlement for the obligation shown as current provision balance above. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months, therefore based on the independent actuarial report, only a certain amount of provision has been presented as current and remaining as non-current. Amount of ' 12.45 crores (previous year: ' 10.62 crores) has been recognised in the statement of profit and loss. It includes ' 1.27 crores (previous year: ' 0.92 crore) pertaining to discontinued operations.
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit obligation recognised in the balance sheet.
Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated.
Sensitivities as rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable.
D Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund and Employee State Insurance Scheme which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognised as an expense towards contribution to Provident Fund for the year aggregated to ' 28.83 crores (previous year ' 27.06 crores) and contribution to Employee State Insurance Scheme for the year aggregated to ' 0.51 crores (previous year ' 0.43 crores).
The above includes ' 2.28 crores (previous year ' 2.03 crores) pertaining to discontinued operations.
E The Company has taken an insurance policy for medical benefits in respect of its working and certain retired employees. The insurance policy for on-roll employees is fully funded by the Company.
The Company has leases for the factory lands, marketing offices, depots and related facilities. With the exception of short¬ term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.
Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company. Leases are either non-cancellable or may only be cancelled by incurring a substantive termination fee. Some leases contain an option to extend the lease for a further term. The Company is prohibited from selling or pledging the underlying leased assets as security against the Company's other debts and liabilities. For leases over office buildings and factory premises the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Company must insure items of property, plant and equipment and incur maintenance fees on such items in accordance with the lease contracts.
The Company has considered automatic extension option available for land leases in lease period assessment since the Company can enforce its right to extend the lease beyond the initial lease period. The Company also has plans of setting up production facility on the land, therefore is likely to be benefited by exercising the extension option.
The following are amounts recognised in statement of profit or loss:
The maturity analysis of lease liabilities are disclosed in note 35.
Lease payments not recognised as a liability
The Company has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. The Company does not have any liability to make variable lease payments for the right to use the underlying asset recognised in the financials statements.
The expense (excluding discontinued operations) relating to payments not included in the measurement of the lease liability for short term leases is ' 15.64 crores (previous year: ' 15.15 crores).
Total cash outflow for leases for the year ended March 31,2025 was ' 54.35 crores (previous year:.' 48.92 crores).
(b) Information for leases where the Company is a lessor
The Company as a lessor has not entered any arrangements of lease. Accordingly, the disclosure in respect of finance lease or operating lease is not applicable to the Company.
40| During 2008 the Haryana State Government introduced Haryana Tax on Entry of Goods into Local Area Act, 2008 (“Entry Tax”) by repealing the Haryana Local Area Development Tax Act, 2000 (“HLADT”). The said Act was held unconstitutional by the Hon'ble Punjab & Haryana High Court in their judgment dated October 01,2008. The State Government of Haryana has preferred an appeal before the Hon'ble Supreme Court which was disposed of by the Hon'ble Supreme Court by nine Hon'ble Judges of Constitution Bench and hence that Compensator issue is no more relevant as it does not arise out of the Constitution but imaginary. Matters are not decided by Division Bench by making an order that the interested parties may prefer writs before the High Court. Hence the matter remains pending till its decision. Based on the legal advice received by the Company no further provision on this account is considered necessary after March 31,2008.
The above disclosure has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.
J Other Explanatory notes
(a) Subsequent to approval of the Board of Directors on February 18, 2022 for selective reduction of share capital of the Company by cancelling and extinguishing 2,14,42,343 Equity Shares, held by the Escorts Benefit and Welfare Trust, the Company filed a Scheme for reduction of share capital ("the Scheme") between the Company and its shareholders, under Section 66 read with Section 52 and other applicable provisions of the Companies Act, 2013 and National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016, with the Hon'ble NCLT of Chandigarh ("the Tribunal") on August 14, 2022. The Scheme has been approved by the Tribunal vide its order dated May 25, 2023 (“Order”). The scheme became effective upon filing of the certified copy of the order of the Tribunal sanctioning this Scheme and the minute of reduction with the RoC on May 29, 2023. Accordingly, the impact of the scheme has been considered during FY 2023-24.
(b) i ) 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.
ii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
iii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
iv) The Company has not been declared wilful defaulter by any bank or financial Institution or other lender.
v) No charges or satisfaction yet to be registered with ROC beyond the statutory period.
vi) No proceeding have been initiated on or is pending against the Company for holding benami property under the Benami Transactions Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(c) The Ministry of Corporate Affairs (MCA), under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 mandates 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. The requirement is applicable with effect from the financial year beginning on April 01,2023.
The Company, during the year has used an accounting software for maintaining its books of account which has a feature of recording audit trail of each and every transaction posted into the accounting software, creating an edit log of each change made in the books of account along with the date when such changes were made, in respect of those posted transactions in the books of accounts and such feature in the accounting software cannot be disabled. Further, the audit trail (edit logs) feature for any changes made directly at the database level was enabled w.e.f September 01, 2024 for the accounting software. Further, the audit trail has been preserved as per statutory requiements for record retention wherever such feature is enabled.
] Business Combination under Common Control- Amalgamation of Escorts Kubota India Private Limited and Kubota Agricultural Machinery India Private Limited into and with Escorts Kubota Limited
The Board of the Directors of the Company on September 15, 2022 had approved a Scheme of Amalgamation ("SoA"), under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, and rules framed thereunder. The SoA, inter alia, provides for amalgamation of erstwhile joint ventures, Escorts Kubota India Private Limited and Kubota Agricultural Machinery India Private Limited (together hereinafter referred to as “Amalgamating Companies”) into and with Escorts Kubota Limited (the Company) with appointed date being April 1, 2023. The Company filed the said SoA with the Hon'ble National Company Law Tribunal, Chandigarh Bench (NCLT) on July 12, 2023. The SoA had been approved by the requisite majority of the Shareholders and Creditors of the Companies on December 2, 2023. Post Shareholders and Creditors approval, the Company filed the Second Motion Application with NCLT on December 11, 2023. The NCLT approved the SoA vide its Order dated August 21,2024 and its certified copy was filled with Registrar of Companies (ROC) on September 1, 2024. During the previous year, the Company has taken effect to the SoA, which has been accounted as per ‘the Pooling of Interest Method' specified in the approved SoA which is in line with the accounting principles given under Appendix C of Ind AS 103, “Business Combinations”.
Pursuant to above, the financial statements of the company in respect of the prior periods have been restated as if the aforesaid business combination had occurred from the beginning of the preceding year being April 01,2023.
Accounting treatment under pooling of interest method
i. The amalgamated Company has recorded all the assets, liabilities and reserves of the amalgamating Company vested in it pursuant to this Scheme, at their carrying values and in the same form as appearing in the books of the amalgamating Companies as on April 01,2023.
ii. The identity of the reserves have been preserved and are recorded in the same form and at the carrying amount as appearing in the financial statements of amalgamating Companies.
iii. No adjustments are made to reflect fair values or recognise any new assets or liabilities except to harmonise the accounting policies.
iv. The inter-company transactions and balances have been eliminated.
v. The difference between the consideration discharged by the company and the net assets and reserves of the amalgamating companies had been transferred to capital reserve.
^ Assets held for sale and discontinued operations (i) Assets held for sale
(a) The Company in earlier years, has agreed to transfer 25 acres of land at Plot No. 219, Sector 58, Ballabhgarh, Haryana for a consideration of ' 17.54 crores (including additional payment of ' 8.54 crores to Haryana Shehri Vikas Pradhikaran (HSVP) under “Last and Final Settlement Scheme, 2022” towards settlement of enhancement dues related to the said land ) of which ' 13.00 crores has been received from the buyer. The said transfer is subject to necessary approval from
Haryana Urban Development Authority (HUDA) and accordingly the amount received from the buyer is being classified in other current liabilities. Owing to the inordinate delay in obtaining approval from HUDA, the transfer has been delayed for more than a year that was not originally envisaged. However, the Company is taking necessary action to respond to the current conditions and favourable resolution is expected. Therefore, such land continues to be classified as held for sale.
Non-recurring fair value measurements- Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell at the time of re-classification. A total write down of ' 0.76 crores was made in earlier years on account of measurement for land.
(b) The Board of Directors of the Company on February 10, 2025 has approved execution of an agreement for sale of land admeasuring 33,423 square yards along with building thereon forming part of the industrial plot bearing no. 115 and part of plot no. 114 located in Sector 24, Faridabad to Sona BLW Precision Forgings Limited (Sona Comstar) for a total consideration of ' 110 crores. The said land and building is transferred to assets held for sale in accordance with Ind AS 105 "Non-current assets held for sale and discontinued operations"
Non-recurring fair value measurements- Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell at the time of re-classification. No write down was required to be made to the carrying value of said land and building.
(ii) Discontinued operations
The Board of the Directors of the Company on October 23, 2024 has approved the sale/ transfer of its division engaged in the business of manufacturing, assembly, sales, servicing, research and development of railway equipment products including parts thereto (“RED Business”) as a going concern, on a ‘slump sale' basis, as defined under Section 2(42C) of the Income-tax Act, 1961, for a lump sum cash consideration of ' 1,600 crores without values being assigned to the individual assets and liabilities in such sale/ transfer, to Sona Comstar.
The sale/ transfer of RED Business is subject to completion of conditions precedent and closing actions as specified in the business transfer agreement (BTA). Further, the lumpsum cash consideration is subject to certain transaction adjustments as specified in the BTA.
45| (i) A Scheme of Arrangement and Amalgamation under Section 391 to 394 of the Companies Act, 1956 for the
amalgamation of Escorts Construction Equipment Limited (‘ECEL'), a subsidiary company and Escotrac Finance and Investments Private Limited (‘Escotrac') and Escorts Finance Investments and Leasing Private Limited (‘EFILL’), joint ventures of the Company (together referred to as ‘transferor companies'), was sanctioned by the Hon'ble High Court of Punjab and Haryana at Chandigarh vide its order dated August 09, 2012 (hereinafter referred to as ‘the Scheme'). Upon necessary filings with the Registrar of Companies, NCT of Delhi and Haryana by the Transferor Companies and Transferee Company, the Scheme became effective on October 12, 2012. In accordance with the Scheme, 3,73,00,031 equity shares of the Company comprising (a) equity shares issued in consideration of amalgamation of ECEL and (b) investments held by two amalgamating entities in the Company were transferred to Escorts Benefit and Welfare Trust (‘EBWT’). The beneficiary interest of the Company in EBWT, has been accounted for as an Investment by the Company in the manner prescribed in the Scheme.
Financial numbers of discontinued operation have been included for calculation of ratios to make them comparable. Notes:
T1 = End of year TO = Beginning of year t = Specific date falling between T1 and TO MV(T1) = Market value at end of year MV(T0) = Market value at beginning of year C(t) = Cash inflow, cash outflow on specific date
W(t) = Weight of the net cash flow (i.e. either net inflow or net outflow) on day ‘t', calculated as [T1 - t] / T1 2 Segment Reporting
The Company has presented segment information in the consolidated financial statements which are presented in the same financial report. Accordingly, in terms of Paragraph 4 of Ind AS 108 ‘Operating Segments', no disclosures related to segments are presented in these financial statements.
5l| Previous year figures have been regrouped/ reclassified wherever necessary, to conform to current year's classification and the impact of material regrouping/ reclassification has been disclosed appropriately in these financial statements in accordance with the applicable accounting standards.
As per our Report of even date attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
(Firm Regn No. 001076N/N500013)
Nalin Jain Nikhil Nanda Seiji Fukuoka Vimal Bhandari
Partner Chairman and Deputy Managing Director Director
Membership No. 503498 Managing Director (DIN: 08786470) (DIN: 00001318)
(DIN: 00043432) Place : Faridabad Place : Faridabad
Place : New Delhi Place : Faridabad
Date : May 08, 2025
Bharat Madan Arvind Kumar
Whole-time Director and Company Secretary
Chief Financial Officer Membership No. A14874
(DIN: 00944660) Place: Faridabad
Place: Faridabad
Date: May 08, 2025
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