n) Provisions, contingent liabilities and contingent assets
Provisions are recognised when present obligations as a result of a past event will probably lead to an outflow of economic resources and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises when there is a presence of a legal or constructive commitment that has resulted from past events, for example, legal disputes or onerous contracts. Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the
present obligation. Provisions are discounted to their present values, where the time value of money is material.
Any reimbursement that the Company can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
In those cases where the outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised.
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.
o) Earnings per share
Basic earnings per equity share is computed by dividing net profit or loss for the year attributable to the equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.
Diluted earnings per share is computed by dividing net profit or loss for the year attributable to the equity shareholders of the Company and weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The
dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares).
p) Fair value measurement
In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may never actually be realized. For financial assets and liabilities maturing within one year from the Balance Sheet date and which are not carried at fair value, the carrying amounts approximate fair value due to the short maturity of these instruments.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability, if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
Level 1 inputs are quoted prices /net asset value (unadjusted) in active markets for identical assets or liabilities that the company can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
q) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. Chief operating decision maker review the performance of the Company according to the nature of products manufactured, traded and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on the locations of customers.
r) Financial instruments
A financial instrument is defined as any contract that gives rise to a financial asset of one entity and a financial liability or equity instruments of another entity. Financial instruments also include derivative contracts such as foreign exchange forward contracts, embedded derivatives in the host contract, etc.
Initial recognition and measurement -
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. Financial instrument (except trade receivables) are measured initially at fair value adjusted for transaction costs, except for those carried at fair value through profit or loss which are measured initially at fair value. Trade receivables are measured at their transaction price unless it contains a significant financing component in accordance with Ind AS 115 for pricing adjustments embedded in the contract.
Subsequent measurement [Non-derivative financial assets]-
i. Financial assets carried at amortised cost : A financial asset is measured at the amortised cost, if both the following conditions are met:
• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method.
ii. Financial assets at fair value through Profit & Loss (FVTPL) : Financial assets, which does not meet the criteria for categorization as at amortized cost or as FVOCI, are classified as at FVTPL. Financial assets included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit & Loss.
Subsequent measurement [Non¬ derivative financial liabilities]-
Subsequent to initial recognition, all non-derivative financial liabilities are measured at amortised cost using the effective interest method.
Trade Receivable
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument. A financial asset, except trade receivable which are recognised at transaction price as per Ind AS 115, or financial liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.
Investment in Subsidiary
When an entity prepares separate standalone financial statements, it shall account for investments in subsidiaries, joint ventures and associates either:
(a) at cost, or
(b) in accordance with Ind AS 109.
Company accounts for its investment in subsidiary at cost.
Financial guarantee contracts
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value and subsequently at the higher of (i) the amount determined in accordance with the expected credit loss model as per
Ind-AS 109 and (ii) the amount initially recognised less, where appropriate, cumulative amount of income recognised in accordance with the principles of Ind AS 115. The fair value of financial guarantees is determined based on the present value of the difference in cash flows between the contractual payments required under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations.
s) Impairment of financial assets
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss for financial assets. ECL is the weighted- average of 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, discounted at the original effective interest rate, with the respective risks of default occurring as the weights. When estimating the cash flows, the Company is required to consider:
• All contractual terms of the financial assets (including prepayment and extension) over the expected life of the assets.
• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
Trade receivables: In respect of trade receivables, the Company applies the simplified approach of Ind AS 109, which requires measurement of loss allowance at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.
Other financial assets: In respect of its other financial assets, the Company assesses if the credit risk on those financial assets has increased significantly since initial recognition. If the credit risk has not increased significantly since initial recognition, the Company measures the loss allowance at an amount equal to 12-month expected credit losses, else at an amount equal to the lifetime expected credit losses.
When making this assessment, the Company uses the change in the risk of a default occurring over the expected life of the financial asset. To make that assessment, the Company compares the risk of a default occurring on the financial asset as at the balance sheet date with the risk of a default occurring on the financial asset as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition. The Company assumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the balance sheet date.
De-recognition of financial assets: A financial asset is primarily de-recognised when the contractual rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.
Non-derivative financial liabilities
Subsequent measurement: Subsequent to initial recognition, all non-derivative financial liabilities are measured at amortised cost using the effective interest method.
De-recognition of financial liabilities: A
financial liability is de-recognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
Offsetting of financial instruments: Financial assets and financial liabilities are offset, and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
t) Event after the Reporting Period
Events after the reporting period that provide additional information about the Company's
position at the end of the reporting period or those that indicate the going concern assumption is not appropriate are adjusting events and are reflected in the standalone financial statements. Events after the end of the reporting period that are not adjusting events are disclosed in the notes the standalone financial statements when material.
u) Share based payments
Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. Further details are given in Note 41.
That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit and loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non¬ vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share- based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
v) Standards issued but not yet effective
a. New and amended standards adopted by the Company
The 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. For the year ended 31 March, 2025, MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. 1 April,
2024. . The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impactin its financial statements.
b. New and amended standards issued but not effective
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 May 9,
2025, MCA notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates . These amendments aim to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies are not readily exchangeable. The amendments are effective for annual periods beginning on or after April 1, 2025. The Company is currently assessing the probable impact of these amendments on its financial statements.
Capital Advances includes
a) Nil (March 31, 2024: E 6.70 millions) of represents payment made to a party for purchase of parcel of land in Haryana, where the company is in the process of finalising the terms and conditions at previous year balance sheet date. The process of acquisition has completed during the year.
b) Nil (March 31, 2024: E 25.00 millions) of represents payment made to a party for purchase of parcel of land in Haryana, where the company is in the process of finalising the terms and conditions at previous year balance sheet date. Further the partial amount has been refunded back by the party due to decision changed by the Company and rest of the amount classified is under other current financials assets.
i. (a) the Board of Directors of the Company in the Board meeting dated August, 29, 2024 and Shareholders of the Company in the Extra Ordinary General Meeting dated August 29, 2024 have approved the sub¬ division of each of the equity Share of the Company having a face value of E 10/- each in the equity Share Capital of the Company be sub-divided into 10 Equity Shares having a face value of E 1/- each ("Sub-division").
(b) the Board of Directors at its meeting held on August, 29, 2024, pursuant to Section 63 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, proposed that a sum of E 40.96 millions be capitalized as Bonus equity shares out of free reserves and surplus, and distributed amongst the equity Shareholders by issue of 4,09,63,300 Equity shares of E 1/- each credited as fully paid to the equity Shareholders in the proportion of 7 (in words seven) equity share for every 10 (in word ten) equity shares. It has been approved in the meeting of shareholders held on August, 29, 2024. The Board of Directors of the Company by circular resolution dated August 31, 2024 allotted the Bonus equity Shares to the shareholders of the Company.
(a) Rupee loan of E 9.50 millions (March 31, 2024 : E 15.77 millions) from a Bank is secured by pari passu charge by way of hypothecation of the respective plant, machinery , equipment, tools, spares accessories and all the other assets which have been acquired under the scheme and located at the works at Oswal Estate, NH-1, Kutail Road, Karnal-132037(Haryana). Further, loan is secured by pledge of fixed deposit of E 7.5 millions with the Bank. Further, loan is secured by personal guarantees of three directors and corporate guarantee by Shorya Trading Company Private Limited and a promotor group company. Loan carries interest @ Repo Rate 1.85% (Reset Monthly). The aforesaid loan is repayable in 120 equal monthly instalments from the date of disbursement i.e. September 28, 2021.
(b) Vehicle loans aggregating E Nil (March 31, 2024 : E 9.23 millions,) from a bank is taken against vehicle finance scheme and are secured by hypothecation of vehicle purchased there under and are repayable in sixty monthly instalments over the year of loan. Loans carries interest ranging 7.10% to 8.60% per annum. the loans were fully repaid during the year.
22.1 (a) Loans of E 1987.43 millions (March 31, 2024 : E 445.16 millions) from banks are secured against first
charge over entire current assets, both present and future and pari passu charge over the entire property, plant and equipment, both present and future located at Oswal Estate, NH-1, Kutail Road, Karnal-132037(Haryana) and following properties :
(a) factory on land measuring 81K-3M-4S in village Kutail - (i)Land measuring 60K-17M being '/> share of 56K-18M comprised in Khewat No. 61, Khatoni No. 64, Rect. No. 119, Killa No. 7(8-0), 8(8-0), 9/1(7-16), 12/2(7- 16), 13(8-0), 14/1(6-13) 18/2(7-7), 19/2/1(7-5) Kittas 8. (ii) Land measuring 20K-7M comprised in Khewat No. 346, Khatoni No. 405, Rect. No. 119, Killa No. 6/2(4-0), 14/2(1-7), 15/1(4-0), 16/2/2(3-13), 17/2(7-7) Kittas 5 Situated at Village Kutail, Tehsil Gharaunda Distt Karnal as per jamabarndi for 2021-2022.
22.1 (a) (b) 29K-0M in village Kutail - Land measuring 16K- 10 M comprised in Khewat No. 1111, Khatoni No. 1327,
Rect. No. 145, Killa No. 21/2/1(1-8), Rect. No. 146, Killa No. 25 (8-0) , Rect. No. 155, Killa No. 5(7-2) Kittas 3 and land measuring 12K- 10 M comprised in Khewat No. 1112 min, Khatoni No. 1328 Min, Rect. No. 155, Killa No. 6(6-16), Rect. No. 156, Killa No. 5/2/2 (1-15), 8/2 (0-4),9/1 (3-15) Kittas 4 situated at village kutail , Tehsil Gharaunda Distt Karnal-132037.
(c) 1st Pari-Passu charge by way of equitable mortgage of Plot No. 1-P having area 532.459 sq. yards situated at sector-12, Part-II Urban Estate Karnal-132001.
(d) 1st Pari-Passu charge by way of equitable mortgage of land measuring 7 bigha -18 biswa comprised in khewat no. 1881//1830, Khatoni No. 2932, Khasra No. 3885(0-14) , 3887/2(1-18), 3890/2 (5-6); land measuring 2 bigha -15 biswa comprised in khewat no. 3255//3173, Khatoni No. 4996, Khasra No. 3885/2min(2-15); land measuring 3 bigha -11 biswa comprised in khewat no. 1255/ 1226, Khatoni No. 1970, Khasra No. 3888(3-11); land measuring 2 bigha -8 biswa comprised in khewat no. 2792/2718, Khatoni No. 4180, Khasra No. 3888/1/2(2-8).
Further, loan is secured by personal guarantees of four directors and corporate guarantee by Shorya Trading Company Private Limited.
22.1 (c) Loans of E 662.55millions (March 31, 2024 : E 158.51) from banks were secured against first charge over
entire current assets, both present and future and second pari passu charge over the entire property, plant and equipment, both present and future located at Oswal Estate, NH-1, Kutail Road, Karnal- 132037(Haryana) and properties (i) Land measuring 28K-9M being '/> share of 56K-18M comprised in Khewat No. 60, Khatoni No. 63, Rect. No. 119, Killa No. 7(8-0), 8(8-0), 14/1(6-13) Khatoni No. 64, Rect. No.
118, Killa No. 6/1(2-14), 13(8-0), 14(8-0), 15(8-0), 16/2(7-11) Kittas 8; (ii) Land measuring 32K-7M-4S being '/> share of 64K-15M comprised in Khewat No. 271, Khatoni No. 327, Rect. No. 118, Killa No. 12(2-8), Rect No. 119, Killa No. 10(8-0), 11(8-0), 20/2(7-11), Khatoni No. 328, Rect No. 119, Killa no. 9(8-0), 12(8-0), 13(8-0), 18/2(7-7), 19/2(7-9), Kittas 9; (iii) Land measuring 20K-7M comprised in Khewat No. 325, Khatoni No. 386, Rect. No.
119, Killa No. 6/2(4-0), 14/2(1-7), 15/1(4-0), 16/2/2(3-13), 17/2(7-7) Kittas 5 Situated at Village Kutail, Tehsil Gharaunda Distt Karnal as per jamabandi for 2016-2017 and actual possession on Rect. No. 119, Killa No. 6/2(4-0), 7(8-0), 8(8-0), 9min, 13(8-0), 14/1(6-13), 14/2(1-7), 15/1(4-0), 16/2/2(3-13), 17/2(7-7), 18/2(7-7), 19/2min.
Further, loan is secured by personal guarantees of four directors and corporate guarantee by Shorya Trading Company Private Limited.
22.2 The Company has borrowed funds from relatives of directors to comply with the requirement of infusing funds by promotors or their relatives as stipulated by the bank at the time of sanctioning of loan to the Company in earlier years. These loans taken from relatives can not be withdraw and if withdrawn/ repaid, the Company will raise fresh unsecured loan simultaneously to maintain the same level of promotor's contribution.
22.3 The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets. The quarterly returns / statements (including revised) filed by the Company with such banks are materialy in agreement with the books of accounts of the Company except as follows:
$ the amount disclosed in the quarterly statement includes payables under the supply chain financing arrangement, whereas in the standalone financial statements of the Company, the same has been classified under Other Current Financial Liabilities.
Note : The Company regularly submits provisional drawing power (DP) statements on a monthly basis to State Bank of India Limited, Yes Bank Limited and Citi Bank N.A. by the 15th of the following month. The DP limit is computed in accordance with the terms and conditions outlined in the sanction letter. Discrepancies between DP statement and financial statement arise since DP statements are prepared on a provisional basis after exclusion of certain items of inventory and debtors are done as per the bank sanction letter. During the current year, the Company has submitted revised DP statements tallying with the books of accounts for other than aforesaid period. In FY 24-25, the actual utilization of working capital remained within the bank sanction/DP limits.
29.1 The Company is primarily in the business of manufacturing and installation of solar and grid submersible pumping system, solar and grid monoblock pumps and electric motors . All sales are made at a point in time and revenue recognised upon satisfaction of the performance obligations which is typically upon dispatch/ installation. The Company has a credit evaluation policy based on which the credit limits for the trade receivables are established, the Company does not give significant credit year resulting in no significant financing component.
Pursuant to a resolution passed in extra-ordinary general meeting dated August 29, 2024, shareholders have approved split of each equity share of face value of 5.10 each into ten equity shares of face value of 5. 1 each (the "Split"). Further, the Company in extra-ordinary general meeting dated August 29, 2024, have approved the issuance of bonus shares to the equity shareholders in the ratio of 7 shares for 10 share held. As required under Ind AS 33 "Earning per share" the effect of such split/bonus is required to be adjusted for the purpose of computing earning per share for all the year presented retrospectively. As a result, the effect of split/bonus has been considered in these Financial Statements for the purpose of calculating of earning per share.
Except equity share option scheme, there have been no transactions involving Equity shares or Potential Equity shares between the reporting date and the date of approval of these standalone financial statement that would have an impact on the outstanding weighted average number of equity shares as at the year end.
$ excluding interest, which can not be determined at this stage.
a against E 24.88 millions (March 31, 2024 : E 24.88 millions) have been deposited under protest disclosed Other non-current assets.
(ii) The Company did not comply with the provisions of Section 149(1)(b) of the Companies Act, 2013, concerning the appointment of a woman director, up to the financial year ended March 31, 2024. Consequently, the Company has submitted an application for compounding of the offence under Section 441 of the Companies Act, 2013 with adjudicating authority, which is currently under the disposal of the relevant authority. The impact of this non-compliance cannot be quantified at this point in time and has therefore been disclosed as a contingent liability.
It is not possible to predict the outcome of the pending litigations with accuracy, the Company believes, based on legal opinions received, that it has meritorious defences to the claims. The Company believes the pending actions will not require outcome of resources embodying economic benefits and will not have a material adverse effect upon the results of the operation, cash flows or financial condition of the Company.
B. Other long-term benefits
The leave obligations cover the Company's liability for privilege leave and sick leave. The amount of provision made during the year is 3.73 millions (March 31, 2024 - 2.82 millions). The Company does not have an unconditional right to defer settlement for any of these obligations. However, based on the past experience, the Company does not expect payment of the entire amount of accrued leaves or availment of the entire number of accrued leaves by employees within twelve months and accordingly, amounts have been classified as current and non-current.
Defined Benefit Obligation (Unfunded)
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 year of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately
XI. Description of Risk Exposures:
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:
Discount rate risk : The present value of the defined benefit obligation is calculated using discount rate based on Government bonds. The decrease in the bond yield will increase the defined benefit obligation.
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Note No. 39.6 : Capital Management
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The primary objective of the Company's capital management is to maximize the shareholder value. The Company's primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company's ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives, policies or processes during the year ended March 31, 2025 and March 31, 2024 .
For the purpose of the Company's capital management, capital includes issued capital, share premium and all other equity reserves. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents. The Company monitors capital using gearing ratio, which is net debt divided by total capital as under:
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings.
39.7 Segment Reporting
According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. The Board of Directors which are identified as a CODM, consist of managing directors, executive directors and independent directors. The Board of directors of Company assesses the financial performance and position of the Company and makes strategic decisions. The business activity of the company falls within one broad business segment viz. "Various types of Pumps & Motors" and substantially sale of the product is within the country. There are no separate reportable segments under Ind AS 108 "Operating Segments" notified under the Companies (Indian Accounting Standard) Rules, 2015. Hence, the disclosure requirement of Ind AS 108 of 'Segment Reporting' is not considered applicable.
*During the year the company has transferred balances of Solar Solution India and Solar Structure India to
Walso Solar Structure Private Limited of E 45.70 millions and E 3.47 millions respectively as at September 30,2024.
Notes
a) Transactions during the years/ years have been disclosed excluding GST, where applicable
b) All related party transactions entered during the years/ years were in ordinary course of the business. During the years/ years, the Company has not recorded any impairment of receivables relating to amounts owed by related parties
c) Outstanding balances at the year end/year-end are unsecured and interest free except loans given and taken.
d) The above information has been determined to the extent such parties have been identified on the basis of information available with the Company and relied upon by the auditors
Note No. 39.9 : Financial Instrument - Fair Value and Risk Management
The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
* Investment in subsidiary and associate are measured at cost as per the Ind AS 27 "Separate Financial statement" , hence not presented here.
B. Fair Value Hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:
a. Recognised and measured at fair value and
b. Measured at amortised cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Level 1: Hierarchy includes financial instruments measured using quoted prices. The fair value of all equity
instruments which are traded in the stock exchanges is valued using the closing price as at the reporting year.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over- the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
There are no transfers between level 1 and level 2 during the year.
Valuation technique used to determine fair value
The following methods and assumptions were used to estimate the fair values
a. Fair value of cash and bank and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
b. Fair value of borrowings from banks and other financial liabilities, are estimated by discounting future cash flows using rates currently available for debt on similar terms and remaining maturities.
c. Specific valuation techniques used to value financial instruments include:
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis, where applicable.
Note No. 39.10 : Financial risk management objective and policies Risk Management Framework
The Board of Directors of the Company have the overall responsibility for the establishment and oversight of the their risk management framework. The board of directors of each entity has established the processes to ensure that executive management controls risks through the mechanism of property defined framework. The Company risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed by the board annually to reflect changes in market conditions and the Company activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The company's audit committee oversees compliance with the Company risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad-hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
The Company has exposure to the following risks arising from financial instruments:
- Credit risk;
- Liquidity risk; and
- Market risk a Credit Risk
Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing / investing activities, including deposits with banks, mutual fund investments and foreign exchange transactions. The Company has no significant concentration of credit risk with any counterparty.
Trade receivables
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry.
Trade receivables are consisting of a large number of customers. The Management has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered. The Company's review includes market check, industry feedback, past financials and external ratings, if they are available. Sale limits are established for each customer and reviewed periodically.
The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. The Company's receivables can be classified into two categories, one is from the customers/ dealers in the market and second one is from the Government of India/State. As far as receivables from the Government are concerned, credit risk is Nil.
In monitoring customer credit risk, customers are reviewed according to their credit characteristics, including whether they are an individual or a legal entity, their geographic location, industry and existence of previous financial difficulties. The ageing analysis of the receivables has been considered from the date the invoice falls due.
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. The Company manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual entities within the group, and by monitoring exposures in relation to such limits. It is the responsibility of the Board of Directors to review and manage credit risk. The Company has, based on current available information and based on the policy approved by the Board of Directors, calculated impairment loss allowance using the Expected Credit Loss (ECL) model to cover the guarantees provided to banks. The Company has assessed the credit risk associated with its financial guarantee contracts for allowance for Expected Credit Loss (ECL) as at the respective year end. The Company makes use of various reasonable supportive forward-looking parameters which are both qualitative as well as quantitative while determining the change in credit risk and the probability of default.
The Company has developed an ECL Model that takes into consideration the stage of delinquency, Probability of Default (PD), Exposure at Default (EAD) and Loss Given Default (LGD).
I. Probability of Default (pd): represents the likelihood of default over a defined time horizon. The definition of PD is taken as 90 days past due for all loans.
II. Exposure at Default (EAD): represents what is the user's likely borrowing at the time of default.
The Company's maximum exposure relating to financial guarantees is E 725.40 millions (Previous year E Nil).
Considering the creditworthiness of entities within the group in respect of which financial guarantees have been given to banks, the management believes that the group entities have a low risk of default and do not have any amounts past due. Accordingly, no allowance for expected credit loss needs to be recognised as at respective period-ends.
Cash and bank balances
Credit Risk on cash and cash equivalent, deposits with the banks is generally low as the said deposits have been made with the banks who have been assigned high credit rating by international and domestic rating agencies.
Others
Other than trade receivables and others reported above, the Company has no other material financial assets which carries any significant credit risk.
b 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 fallen due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines.
Management monitors rolling forecasts of the Company's liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected future cash flows. This is generally carried out in accordance with practice and limits set by the Company. These limits vary by location to take into account requirement, future cash flow and the liquidity in which the entity operates. In addition, the Company's liquidity management strategy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
Financing Arrangement
The Company had access to the following undrawn borrowing facilities at the end of the reporting year:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as commodity price risk and equity price risk. Financial instruments affected by market risk include trade payables, trade receivables, borrowings, etc.
i Foreign currency risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD . Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company's functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the rupee cash flows of highly probable forecast transactions by hedging the foreign exchange inflows on regular basis. The Company also take help from external consultants who for views on the currency rates in volatile foreign exchange markets.
The Company does not enter into trade financial instruments including derivative financial instruments for hedging its foreign currency risk.
The Company's exposure to the risk of changes in market interest rates relates primarily to debts. To protect itself from the volatility prevailing, the Company maintain its long term borrowing on fixed interest rate through derivative instruments for borrowings in foreign currency, in which it agrees to exchange at specific intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed upon principal amount.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings. With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows.
iii Commodity price risk
Commodity price risk for the Company is mainly related to fluctuations in magnets, iron and copper prices linked to various external factors, which can affect the production cost of the Company. Since the raw material costs is one of the primary costs drivers, any adverse fluctuation in prices can lead to drop in operating margin. To manage this risk, the Company identifying new sources of supply etc. The Company is procuring materials at spot prices. Additionally, processes and policies related to such risks are reviewed and controlled by management and monitored by the procurement team.
Note No. 39.H : Leases
a. The Company recognizes the expenses of short-term leases on a straight-line basis over the lease term. During the year ended, expenses of E 2.18 millions (March 31, 2024 : E 0.27 Millions) related to short-term and low value leases were recognised.
b. On March 31, 2025, lease liabilities were E 27.18 millions (March 31, 2024 : E 26.99 millions). The corresponding interest expense for the year ended March 31, 2025 was E 2.18 millions (March 31, 2024 E 2.29 millions). The portion of the lease payments recognized as a reduction of the lease liabilities and as a cash outflow from financing activities amounted to E 13.58 millions for the year ended March 31, 2025 (March 31,2024 E 3.60 millions).
41 Employee Share Based Payment
Employee Stock Option Scheme "ESOP-2024" (herein referred as Oswal Pumps Limited ESOP-2024) was approved by the Board of Directors in their meeting held on August 27, 2024 and by shareholders in their meeting dated August 27, 2024 respectively. Under ESOP-2024, Nomination and Remuneration Committee is authorised to grant 77,217 options to eligible employees of the Group in one or more tranches. Options granted under ESOP-2024 shall not vest earlier than a minimum vesting year of one year and not later than a maximum vesting year of three years from date of grant. The exercise year in respect of vested options shall be subject to maximum year of four years commencing from the date of vesting. The options granted under ESOP-2024 carry no rights to dividends and no voting rights till the date of exercise.
The fair value of the share options is estimated at the grant date using Black- Scholes Model, taking into account the terms and conditions upon which the share options were granted.
The Company has recognised an expense of E 9.55 Millions (March 31, 2024 : E Nil) on grant of 77,217 ESOP granted during the year in accordance with Ind AS 102 "Share Based Payments". The carrying amount of Employee stock options outstanding reserve as at March 31,2025 is E 10.55 Millions (March 31, 2024: Nil).
The exercise price of the share options is E 1 per Equity Share. There are no cash settlement alternatives for employees.
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The volatility is based on annualised standard deviation of the continuously compounded rates of return based on the peer companies and competitive stocks over a year of time. The Company has determined the market price on grant date based on latest equity valuation report available with the Company preceding the grant date.
Note No. 42
As per transfer pricing legislation under section 92 BA of the Income -tax Act, 1961, the Company is required to use certain specific methods in computing arm's length price of Domestic transactions with subsidary and associated enterprises and maintain documentation in this respect. Since law requires existence of such information and documentation to be contemporanious in nature, the Company has updated the Transfer Pricing study to ensure that the transactions with associate enterprises undertaken are at "Arms length basis". the management is of the view that the same would not have a material impact on these standalone financial statements.
a Utilisation of Borrowed funds and share premium
The Company have not advanced or loaned or invested funds during current and in previous financial year to any other person(s) or entity (ies), with the understanding that the intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or,
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
The Company have not received any fund during current and in previous financial year from any persons or entities with the understanding (whether recorded in writing or otherwise) that the Unit 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. b Undisclosed Income
The Company does not have any transactions not recorded in the books of accounts that has been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during the current and in previous years (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961) in current and previous financial year.
c Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the current and in previous financial year.
d Core Investment Company (CIC)
The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. The Company has no CICs as part of the Company.
e Compliance with approved Scheme(s) of Arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current and in previous financial year.
f Details of Benami Property held
There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Prohibition of Benami Properties Transactions Act, 1988 and rules made thereunder.
g Wilful Defaulter
The Company is not declared wilful defaulter by any bank or financial institution or Government or any Government authority in current years and in previous financial year.
h Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017 in current year and in previous financial year.
i Registration of charge or satisfaction with Registrar of Companies Current year
The Company does not have any charges or satisfaction which are yet to be registered with ROC beyond the statutory year.
j Relationship with struck off Companies
The Company does not have any transactions with companies struck off during current and in previous financial year.
k The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company has used accounting software (ERP) for maintaining books of accounts which has the feature of recording audit trail (edit log) facility and has been operated throughout the year for all relevant transactions recorded in the accounting software (ERP), except that:
i. No audit trail feature was enabled at the database level throughout the year in respect of all the accounting software (Microsoft Navision) to log any direct data changes;
ii. In respect of accounting software, in which the feature of audit trail (edit log) was enabled but was not capturing the nature of changes made for certain categories of transactions.
Further, where audit trail (edit log) facility was enabled and operated throughout the year and there was no instance of the audit trail feature being tampered with. Additionally, except to the extent audit trail was not enabled for the previous year, the audit trail has been preserved as per the statutory requirements for record retention.
l. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The draft rules for the Code on Social Security, 2020 have been released by the Ministry of Labour and Employment on November 13, 2020. The Company is in the process of assessing the additional impact on Provident Fund contributions and on Gratuity liability contributions and will complete their evaluation and give appropriate impact in the financial statements in the year in which the rules that are notified become effective.
Subsequent to the year ended March 31, 2025, the Company has completed its IPO of 22,595,114 equity shares of face value E 1 each at an issue price of E 614 per share (including a share premium of E 613 per share) and as a result the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on June 20, 2025. The issue comprised of a fresh issue of 14,495,114 equity shares aggregating to E 8,900.00 millions and offer for sale of 8,100,000 equity shares by selling shareholders aggregating to E 4,973.40 millions.
The accompanying notes are an integral part of the standalone financial statements.
As per our report of even date attached
For Singhi & Co. For and on behalf of Board of Directors of
Chartered Accountants Oswal Pumps Limited
Firm Registration No. 302049E
Bimal Kumar Sipani Vivek Gupta Amulya Gupta
Partner Chairman & Managing Director Whole-time director
Membership No. 088926 DIN : 00172835 DIN : 08500306
Place : Noida (Delhi-NCR) Subodh Kumar Anish Kumar
Date : July 10, 2025 Chief Financial Officer Company Secretary
ICAI Membership No. : 523198 ICSI Mebmbership No. : A41387
Place : Karnal Date : July 10, 2025
|