1.18 Provisions, Contingent liabilities and Contingent Assets
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event; it is probable that the Company will be required to settle the present obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized 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 risk and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation and when the effect of the time value of money is material, its carrying amount is the present value of those cash flows.
Contingent liabilities are stated separately by way of a note. Contingent Liabilities are disclosed when the Company has a possible obligation or a present obligation and it is not probable that a cash outflow will be required to settle the obligation. Contingent Assets are neither recognised nor disclosed.
1.19 Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
1.20 LeasesAs a lessee
The Company's lease arrangements are short term in nature. Accordingly, the Company has elected to recognize the lease payments under short leases as an operating expense on a straight-line basis over the lease term.
As a lessor
A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. Lease income from operating leases where the Company is a lessor are recognized on either a straight-line basis or another systematic basis. The Company shall apply another systematic basis if that basis is more representative of the pattern in which benefit from the use of the underlying asset is diminished. The Company present underlying assets subject to operating leases in its balance sheet according to the nature of the underlying asset.
1.21 Financial guarantee contracts
The Company on a case to case basis elects to account for financial guarantee contracts as a financial instrument or as an insurance contract, as specified in Ind AS 109 on Financial Instruments and Ind AS 104 on Insurance Contracts. The Company has regarded all its financial guarantee contracts as insurance contracts. At the end of each reporting period the Company performs a liability adequacy test, (i.e. it assesses the likelihood of a pay-out based on current undiscounted estimates of future cash flows), and the deficiency is recognized in profit or loss.
1.22 Foreign currencies
Transactions and balances:
The functional currency of the Company is the Indian rupee. These financial statements are presented in Indian rupees.
Transactions denominated in foreign currency are recorded at the exchange rate on the date of transaction where the settlement of such transactions are taking place at a later date. The exchange gain/loss on settlement / negotiation during the year is recognised in the statement of profit and loss. In case of advance payment for purchase of assets/goods/services and advance receipt against sales of products/services, all such purchase/sales transaction are recorded at the rate at which such advances are paid/received.
Foreign currency monetary transactions remaining unsettled at the end of the year are converted at year- end rates. The resultant gain or loss is accounted for in the statement of profit and loss.
Non monetary items that are measured at historical cost denominated in foreign currency are translated using exchange rate at the date of transaction.
1.23 Goodwill
Goodwill on acquisition
Goodwill on acquisition represents excess of consideration paid for acquisition of business over the fair value of net assets. Goodwill is not amortised but is tested for impairment at each reporting date.
Impairment of Goodwill
The Company estimates the value-in-use of the cash generating units (CGUs) based on the future cash flows after considering current economic conditions and
trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rates used for the CGUs represent the weighted average cost of capital and estimated operating margins.
1.24 Business Combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Company elects whether it measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition costs which are administrative in nature are expensed out. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company's cash-generating units that are expected to benefit from the combination,
irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed off is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed off in this circumstance is measured based on the relative values of the operation disposed off and the portion of the cash-generating unit retained.
Common control business combinations include transactions, such as transfer of subsidiaries or businesses, between entities within a Group.
Business combinations involving entities or businesses under common control are accounted for using the pooling of interests method. Under pooling of interest method, the assets and liabilities of the combining entities are reflected at their carrying amounts, the only adjustments that are made are to harmonise accounting policies.
b. Rights, preference and restrictions attached to shares:
Equity Shares
The Company has only one class of equity shares having a par value of ' 2/- per share. Each holder of equity shares is entitled to one vote per share held. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts in proportion to the number of equity shares held by the shareholders.
Bonus Shares
The Company had allotted 12,37,50,135 fully paid equity shares of face value ' 2/- each on November 22, 2021 pursuant to a bonus issue approved by the shareholders through a postal ballot. The Bonus Equity Shares of ' 2/- each were allotted in the ratio of 1 (One) new fully paid- up Bonus Equity Share of ' 2/- each for every 2 (Two) existing fully paid-up Equity Shares of ' 2/- each held by the eligible Members; whose name appeared in the Register of Members/ List of Beneficial Owners as on November 19, 2021, being the Record Date fixed for this purpose. The bonus shares were issued from the Securities premium reserve.
Preferential Issue
On January 23, 2024, the Company has allotted 3,50,46,100 Equity Warrants each convertible into one fully paid equity share at an issue price of ' 155/- each (including premium of ' 153/-), upon receipt of 25% of the issue price as warrant subscription money. Balance 75% of the issue price shall be payable within 18 months from the allotment date of warrants, at the time of exercising the option to apply for fully paid-up equity share of ' 2/- each of the Company, against each warrant held by the warrant holders. As on March 31, 2026, the Company, upon receipt of balance 75% of the issue price (i.e. '116.25 per warrant) for 3,24,16,100 warrants, has allotted equal number of fully paid-up equity shares against conversion of said warrants and 26,30,000 unexercised warrants were cancelled due to non-exercise within the stipulated period.
Capital Reserve
Capital Reserve comprises the excess of net assets acquired over the consideration paid on acquisitions/amalgamations and amounts forfeited on unexercised warrants
Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. Utilisation of the reserve will be in accordance with the provisions of the Companies Act, 2013. During the financial year ended on March 31, 2022 Securities premium reserves had been utilised to issue fully paid up bonus shares. The Transaction costs incurred towards issue of preferential allotment of warrants covertible into Equity shares are reduced from securities premium
Capital Redemption Reserve
Capital Redemption Reserve created of Nominal value of Preference Share Capital on account of redemption of Preference Shares.
General Reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of the Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.
Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
Money Received Against Share Warrants
Application money received from warrant holders comprises of the convertible warrants into equity shares, allotted to warrant holders upon receipt of 25% of the consideration amount pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
(i) Methods and assumptions used to estimate the fair values
The fair values of the financial assets and liabilities are included at the amount at which the instruments can 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:
a) The carrying amounts of receivables and payables which are short term in nature such as trade receivables, other receivables, other bank balances, deposits, loans, accrued interest, trade payables, receivables / payables for property, plant and equipment, demand loans from banks and cash and cash equivalents are considered to be the same as their fair values.
b) The fair values of non-current assets and liabilities are measured at amortised cost and are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.
c) For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
(ii) Categories of financial instruments
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by
valuation technique:
Level 1: unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and
Level 3: inputs which are not based on observable market data
(iv) Financial Risk Management
Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy. All business divisions and corporate functions have embraced Risk Management Policy and make use of it in their decision making. Risk management is an integral part of the business practices of the Company.
The Company's activities expose it to credit risk, liquidity risk, market risk and foreign currency risk. These key business risks and their mitigation are considered in day-to-day working of the Company.
a. Credit risk
Credit risk arises from the possibility that the counterparty will cause financial loss to the company by failing to discharge its obligation as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.
The Company has specific policies for managing customer credit risk; these policies factor in the customers' financial position, past experience and other customer specific factors. The Company uses the allowance matrix to measure the expected credit loss of trade receivables from customers.
Trade receivables consists of large number of customers spread across diverse industries and geographical areas with no significant concentration of credit risk. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables.
b. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company's principal sources of liquidity are cash and cash equivalents, borrowings and the cash flow that is generated from operations. The Company has consistently generated sufficient cash flows from its operations and believes that these cash flows along with its current cash and cash equivalents and funding arrangements are sufficient to meet its financial obligations as and when they fall due. Accordingly, liquidity risk is perceived to be low.
c. Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company has insignificant exposure to market risks as it has no debt as at the end of the reporting period.
d. Foreign currency risk
Foreign currency risk arises from future commercial transactions, recognized assets and liabilities denominated in a currency that is not the Company's functional currency. The Company is exposed to foreign currency risk primarily due to its investment in a foreign subsidiary.
Risk Management Objectives and Policies
The Company's risk management policy is to manage its foreign currency risk arising from future commercial transactions and recognized assets and liabilities by using natural hedges to the extent possible. The Company does not have any assets or liabilities at the end of the reporting period which are exposed to foreign currency risk other than the investment in the foreign subsidiary.
(v) Capital management Risk management
The Company's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to maximise shareholder value.
For the purpose of the Company's capital management, capital includes capital and all other equity reserves. In order to maintain or achieve a capital structure that maximises the shareholder value, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans. As at March 31, 2026, the Company has only one class of equity shares and has no debts of long term nature. Hence, there are no externally imposed capital requirements.
4.06 Disclosure pursuant to Ind AS 115 "Revenue from Contracts with Customers"
a. As the Company's business activity falls within a single business segment viz. Engineering, Procurement and Construction Services (EPC) which is considered as the only reportable segment and the revenue substantially being in the domestic market, the financial statements are reflective of the information required by Ind AS 108 "Operating Segment". The nature, amount, timing and uncertainty of revenue and cash flows are similar across company's revenue from contracts with customers. Accordingly, there is no disaggregation of revenue disclosed.
b. Out of the total revenue recognised under Ind AS 115 during the year, ' 24,191.71 lakhs (Year 2024-25: ' 35,783.59 lakhs) is recognised over a period of time.
Risk exposure and asset liability matching :
Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.
Liability Risks -
Asset - Liability Mismatch Risk
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.
Discount Rate Risk
Variations in the discount rate used to compute the present value of the liabilites may seem small, but in practise can have a significant impact on the defined benefit liabilites.
Future Salary Escalation and Inflation Risk
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilites especially unexpected salary increases provided at management's discretion may lead to estimation uncertainites increasing this risk.
Unfunded Plan Risk
This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may default on paying the benefits in adverse circumstances.
4.08 In accordance with Ind AS 108 'Operating Segment', segment information has been given in the Consolidated Financial Statements of Man Infraconstruction Limited, and therefore, no separate disclosure on segment information is given in the Standalone Financial Statements.
4.15 The Board of Directors of the Company had declared and paid total interim dividend amounting to ' 0.90/- per equity share of ' 2/- each during the year (FY-2024-25- ' 0.90/- per equity share ' 2/- each).
4.16 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
4.17 The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail for each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and the same has operated throughout the year. Further there is no instance of audit trail being tampered with. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
4.18 In financial year 2024-2025, The National Company law Tribunal ("NCLT"), Mumbai bench, vide its order dated January 14, 2025, the certified copy whereof received on February 06, 2025, has approved the Scheme of Arrangement and Merger by Absorption of Manaj Tollway Private Limited ("MTPL") and Man Projects Limited ("MPL"), both wholly owned subsidiaries, with the Company pursuant to the sections 230-232 and other applicable provisions of Companies Act, 2013. Consequent to the said order and filing of the certified copy of the order with the Registrar of the Companies, Maharashtra, Mumbai on February 11, 2025, the Scheme has become effective with effect from the Appointed Date of April 01, 2024.
Upon coming into effect of the scheme, MTPL and MPL stand transferred to and vested in the Company with effect from the Appointed Date. As this is a business combination involving entities under common control, the amalgamation has been accounted in terms of Ind AS 103 on Business Combinations using the 'Pooling of interest' method (in accordance with the approved Scheme). The figures for the previous periods have been restated, as if the amalgamation had occurred from the beginning of the preceding period to harmonise the accounting for the Scheme in terms of Appendix C of Ind AS 103.
The following assets and liabilities and income and expenses are included (after eliminating the intercompany transactions and balances) in the financial statements of the company for the periods presented below :
4.19 Additional Regulatory Information detailed in Clause 6L of General Instructions given in Part 1 of Division II of Schedule III to the Companies Act,2013 are furnished to the extent applicable to the Company.
(i) The Company does not have any Benami property, where any proceedings has been initiated or pending against the Company for holding any Benami property.
(ii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(iii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(iv) The Company has not any such transactions which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
(v) The Company has availed borrowing facilities from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the company with banks are in agreement with the books of accounts.
(vi) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(vii) The Company has complied with the number of layers prescribed under Companies Act, 2013.
4.20 The Government of India has consolidated 29 existing labour legislations into four labour codes, namely the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the "New Labour Codes"). The Company has evaluated the potential impact of the New Labour Codes, including the revised definition of "wages" and the prescribed wage components threshold for the purpose of computing statutory contributions and employee benefits. The Company's existing employee remuneration structure is substantially in line with the said requirements and, accordingly, there is no impact on the financial statements of the Company.
4.21 Recent pronouncements
Ministry of Corporate Affairs ('MCA') notifies new standards or amendments to the existing standards under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time. For the year ended March 31, 2026, the MCA has notified amendments to IND AS 1 - "Presentation of Financial statements" relating to classification of liabilities as current or noncurrent and non-current liabilities with covenants which are applicable, w.e.f. April 2026. The Company has reviewed the new pronouncement and based on its evaluation has determined that the new pronouncement is not applicable to the Company.
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