N. Provisions and Contingent Liabilities Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Warranties
The estimated liability for product warranties is recorded when products are sold / project is completed. These estimates are established using historical information on the nature, frequency and average cost of warranty claims, management estimates for possible future incidence based on corrective actions on product failures. The timing of outflows will vary as and when warranty claims arise being typically up to five years.
Contingent Liabilities
Contingent liabilities exist when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non¬ occurrence of one or more uncertain future events not wholly within the control of the Company, or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required or the amount cannot be reliably estimated. Contingent liabilities are appropriately disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.
Environment Liabilities
E-Waste (Management) Rules 2022, as amended, requires the Company to complete the Extended Producer Responsibility targets (EPR) measured based on sales made in the preceding 10th year. Accordingly, the obligation event for E-Waste obligation arises only if Company participate in the markets in such years and based on Company participation in market in such year, liability for E-Waste obligation is recognised.
O. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial Assets
• Initial Recognition and Measurement
Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair
value through other comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section B 'Revenue'.
In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through other comprehensive income are held within a business model with the objective of both holding to collect contractual cash flows and selling the financial assets.
• Subsequent Measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
• Financial assets at amortised cost (debt instruments)
• Financial assets at fair value through other comprehensive income (FVTOCI) with recycling of cumulative gains and losses (debt instruments)
• Financial assets designated at fair value through other comprehensive income with no recycling of cumulative gains and losses upon derecognition (equity instruments)
• Financial assets at fair value through profit or loss (FVTPL)
• Financial Assets at Amortised Cost (Debt Instruments)
A 'financial asset' is measured at the amortised cost if both the following conditions are met:
(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
(b) 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.
This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method and are subject to impairment as per the accounting policy applicable to 'Impairment of financial assets.' Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the profit or loss. The losses arising from impairment are recognised in the statement of profit and loss. The Company's financial assets at amortised cost includes trade receivables, loans and other financial assets.
• Financial Assets at Fair Value Through Other Comprehensive Income (FVTOCI) (Debt Instruments)
A 'financial asset' is classified as FVTOCI if both of the following criteria are met:
(a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
(b) The asset's contractual cash flows represent SPPI.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. For debt instruments, at fair value through other comprehensive income, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit and loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in other comprehensive income. Upon derecognition, the cumulative fair value changes recognised in other comprehensive income is reclassified from the equity to profit or loss.
• Financial Assets at Fair Value Through Other Comprehensive Income (FVTOCI) (Equity Instruments)
Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at fair value through other comprehensive income when they meet the definition of equity under Ind AS 32 'Financial Instruments: Presentation' for the issuer and are not held for trading. The classification is determined on an instrument-by-instrument basis. Equity investment which are held for trading are classified as at FVTPL.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit and loss when the right of payment has been established, except when the Company benefits from such
proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in other comprehensive income. Equity instruments designated at fair value through other comprehensive income are not subject to impairment assessment.
The Company elected to classify irrevocably its listed and non-listed equity investments under this category.
• Financial Assets at Fair Value Through Profit Or Loss (FVTPL)
Financial assets in this category are those that are held for trading and have been either designated by management upon initial recognition or are mandatorily required to be measured at fair value under Ind AS 109, 'Financial Instruments' i.e. they do not meet the criteria for classification as measured at amortised cost or FVTOCI. Management only designates an instrument at FVTPL upon initial recognition, if the designation eliminates, or significantly reduces, the inconsistent treatment that would otherwise arise from measuring the assets or liabilities or recognising gains or losses on them on a different basis. Such designation is determined on an instrument-by-instrument basis. For the Company, this category includes derivative instruments, certain investments in bonds and investment in mutual funds.
Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in the statement of profit and loss.
• Investments in Subsidiaries, Joint Ventures and Associates
A subsidiary is an entity that is controlled by another entity.
An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
Investment in subsidiaries, joint ventures and associates are carried at cost less impairment in the financial statements.
• Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a company of similar financial assets) is primarily derecognised (i.e removed from the Company's balance sheet) when:
• The rights to receive cash flows from the asset have expired or
• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company's continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
• Impairment of Financial Assets
The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate.
For all financial assets other than trade receivables, expected credit losses are measured at an amount equal to the 12-month expected credit loss (ECL) unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. For trade receivables and contract assets, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
Financial Liabilities
• Initial recognition, measurement and presentation
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Company's financial liabilities include trade payables, loans and borrowings including bank overdrafts, other financial liabilities, financial guarantee contracts and derivative financial instruments.
• Subsequent Measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
• Financial liabilities at fair value through profit or loss
• Financial liabilities at amortised cost (loans and borrowings)
• Financial Liabilities at Fair Value Through Profit or Loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities are designated upon initial recognition as at fair value through profit or loss only if the criteria in Ind AS 109 'Financial Instruments' are satisfied. For liabilities designated as FVTPL, fair value gains / losses attributable to changes in own credit risk are recognized in other comprehensive income. These gains / losses are not subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss.
• Financial Liabilities at Amortised Cost
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
• Financial Guarantee Contracts
Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee.
Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 'Financial Instruments' and the amount recognised less cumulative amount of income recognised in accordance with the principles of Ind AS 115 'Revenue from Contracts with Customers'.
• Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. 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 derecognition 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 and 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.
P. Derivative Financial Instruments:
The Company uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss.
Q. Impairment of Non-Financial Assets
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
I n assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company's CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the Company operates, or for the market in which the asset is used.
I mpairment losses including impairment on inventories are recognised in the statement of profit and loss. For assets, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset's or CGU's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss.
For contract assets, the Company has applied the simplified approach for recognition of impairment
allowance as provided in Ind AS 109 'Financial Instruments' which requires the expected lifetime losses from initial recognition of the contract assets. Refer to accounting policies on impairment of financial assets in section O 'Financial Instruments'.
R. Cash and Cash Equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value.
S. Earnings Per Share (EPS)
Basic EPS is calculated by dividing the profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to equity shareholders and the weighted average number of equity shares outstanding for the effects of all dilutive potential equity shares.
T. Segment Reporting
Segments are identified based on the manner in which the Chief Operating Decision-Maker (CODM) decides about the resource allocation and reviews performance.
Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment.
Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under "unallocated revenue / expenses / assets/ liabilities".
Segment information has been presented in the Consolidated Financial Statements as permitted by Ind AS 108 'Operating Segments.
U. Dividend
The Company recognises a liability to pay dividend to equity shareholders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.
V. Government Grants
Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and released to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset i.e. by equal annual instalments.
W. Events after the Reporting Period
I f the Company receives information after the reporting period, but prior to the date of approval for issue, about conditions that existed at the end of the reporting period, it will assess whether the information affects the amounts that it recognises in its separate financial statements. The Company will adjust the amounts recognised in its financial statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of the new information. For non-adjusting events after the reporting period, the Company will not change the amounts recognised in its separate financial statements but will disclose the nature of the non-adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable.
X. Operating Cycle
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. A portion of the Company's activities (primarily long-term project activities) have an operating cycle that exceeds one year. Accordingly, assets and liabilities related to these long-term contracts, which will not be realised/paid within one year, have been classified as current. For all other activities, the operating cycle is twelve months.
Y. Current versus Non-Current Classification
The Company segregates assets and liabilities into current and non-current categories for presentation in the balance sheet after considering its normal operating cycle and other criteria set out in Ind AS 1 'Presentation of Financial Statements. For this purpose, current assets and liabilities include the current portion of non-current assets and liabilities respectively. Deferred tax assets and liabilities are always classified as non-current.
2A. RECENT ACCOUNTING PRONOUNCEMENTS ISSUED BUT NOT YET EFFECTIVE
The new and amended standards that are notified by the Ministry of Corporate Affairs (MCA), but not yet effective, up to the date of issuance of the Company's financial statements are disclosed below. The Company will adopt these amendments to the standards, when they become effective.
Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants:
I n accordance with changes to Ind AS 1 as notified by the MCA breach of an immaterial covenant will trigger classification of non-current liability as current. The Company does not expect any material impact of the amendments on its financial statements.
3. SIGNIFICANT ACCOUNTING, JUDGEMENTS ESTIMATES AND ASSUMPTIONS
The preparation of the Company's Standalone financial statements requires management to make judgements, estimates and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Estimates and Assumptions:
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year:
Cost to Complete on Construction Contracts
Management estimates the costs to complete for each project for the purpose of revenue recognition and recognition of anticipated losses on projects, if any. In the process of calculating the cost to complete, Management conducts regular and systematic reviews of actual results and future projections with comparison against budget. This process requires monitoring controls including financial and operational controls and identifying major risks facing the Company and developing and implementing initiatives to manage those risks. The Company's Management is confident that the costs to complete the project are fairly estimated.
Percentage of Completion on Construction Contracts
Management's estimate of the percentage of completion on each project for the purpose of revenue recognition is through conducting some weight analysis to assess the actual quantity of the work for each activity performed during the reporting period and estimate any future costs for comparison against the initial project budget. This process requires monitoring of financial and operational controls. Management is of the opinion that the percentage of completion of the projects is fairly estimated.
As required by Ind AS 115, in applying the percentage of completion on its long-term projects, the Company is required to recognise any anticipated losses on it contracts.
Impairment of Financial Assets and Contract Assets
The Company's Management reviews periodically items classified as receivables and contract assets to assess whether a provision for impairment should be recorded in the statement of profit and loss. Management estimates the amount and timing of future cash flows when determining the level of provisions required. Such estimates are necessarily based on assumptions about several factors involving varying degrees of judgement and uncertainty. Details of impairment provision on contract assets and trade receivable are given in Note 14 and Note 15.
The Company reviews its carrying value of investments annually, or more frequently when there is indication for impairment. If the recoverable amount is less than it's carrying amount, the impairment loss is accounted for.
Fair Value Measurement of Financial Instruments
Some of the Company's assets are measured at fair value for financial reporting purposes. The Management determines the appropriate valuation techniques and inputs for fair value measurements. In estimating the fair value of an asset, the Company uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Company engages third party qualified valuers to perform the valuation. The Management works closely with the qualified external valuers to establish the appropriate valuation techniques and inputs to the model.
I nformation about valuation techniques and inputs used in determining the fair value of various assets is disclosed in Note 50 (B).
Litigations
From time to time, the Company is subject to legal proceedings the ultimate outcome of each being always subject to many uncertainties inherent in litigation. A provision for litigation is made when it is considered probable that a payment will be made, and the amount of the loss can be reasonably estimated. Significant judgement is made when evaluating, among other factors, the probability of unfavourable outcome and the ability to make a reasonable estimate of the amount of potential loss. Litigation provisions are reviewed at each Balance Sheet date and revisions made for the changes in facts and circumstances. Provision for litigations and contingent liabilities are disclosed in Note 47 (C).
Defined Benefit Plans
The cost of the defined benefit plans and the present value of the defined benefit obligation are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The calculation is most sensitive to changes in the discount rate. In determining the appropriate discount rate, the management considers the interest rates of government bonds where remaining maturity of such bond correspond to expected term of defined benefit obligation.
The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.
Further details about defined benefits plans are disclosed in Note 48.
Useful Lives of Property, Plant and Equipment
The Company has estimated useful life of each class of assets based on the nature of assets, the estimated usage of the asset, the operating condition of the asset, past history of replacement, anticipated technological changes, etc. The Company reviews the useful life of property, plant and equipment as at the end of each reporting period. This reassessment may result in change in depreciation and amortisation expense in future periods.
Warranty Provisions
The Company provides warranties for its products, undertaking to repair or replace the product that fail to perform satisfactory during the warranty period. Provision made at the year-end represents the amount of expected cost of meeting such obligations of rectification/ replacement which is based on the historical warranty claim information as well as recent trends that might suggest that past cost information may differ from future claims. Factors that could impact the estimated claim information include the success of the Company's productivity and quality initiatives. Provision towards warranty is disclosed in Note 35.
Footnotes:
(i) Under a loan agreement for ' 0.60 crore (fully drawn and outstanding) entered into between Agro Foods Punjab Ltd. (AFPL) and the Punjab State Industrial Development Corporation Ltd. (PSIDC), the Company has given an undertaking to PSIDC that it will not dispose off its shares in AFPL till the monies under the said loan agreement between PSIDC and AFPL remain due and payable by AFPL to PSIDC. During 1998-99, the Company had transferred its beneficial rights in the shares of AFPL.
(ii) The Company has legal ownership of 49% in Universal MEP Contracting Services and Trading WLL (formerly known as Voltas Qatar W.L.L.), however, the Company has beneficial ownership of 97% in the entity.
(ii) Contract assets are initially recognised for revenue earned from construction contracts relating to electro-mechanical projects as receipt of consideration that is conditional on successful completion of project milestone. Upon completion of milestone, acceptance/certification by the customer and pending no other performance obligation, the amounts recognised as contract assets are billed to customers and reclassified to trade receivables.
(iii) Refer note 15 footnote (v) and (vi).
(iii) No Trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivables due from firms or private companies respectively in which any director is a partner, a director or a member.
(iv) Trade receivables are non interest bearing and are generally on terms of 7 to 60 days in case of sale of products and in case of long term construction contracts, payment is generally due upon completion of milestone as per terms of contract.
(v) During the current year, the Company has reclassified an amount of ' 120.47 crores from Trade Receivables to Contract Assets for the year ended 31 March, 2025 being amount not unconditionally due to the Company based on contractual terms.The Company believes it is more appropriate to classify these amounts as contract assets instead of trade receivables in accordance with the interpretation of the accounting standards.
(vi) The Company applies the expected credit loss (ECL) model for measurement and recognition of impairment losses on trade receivables and contract assets. The Company follows the simplified approach for recognition of impairment allowance on trade receivables and contract assets. The application of the simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment allowance based on lifetime ECLs at each reporting date. ECL impairment loss allowance (or reversal) recognised during the period is recognised in the statement of profit and loss. This amount is reflected under the head 'other expenses' in the statement of profit and loss.
(vii) Refer note 51 for information about credit risk and market risk of trade receivables.
Nature and purpose of reserves:
(a) Capital Reserve
Capital Reserve was created from capital surplus on sale of assets and on amalgamation of subsidiary company.
(b) Capital Redemption Reserve
Capital Redemption Reserve is created out of profit available for distribution towards redemption of Preference shares. This reserve can be used for the purpose of issue of bonus shares.
(c) Securities Premium
Securities Premium represents the surplus of proceeds received over the face value of shares, at the time of issue of shares. This reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
(d) General Reserve
General Reserve is created out of amounts transferred from retained earnings. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General Reserve will not be reclassified subsequently to statement of profit and loss.
(e) Equity instruments fair value through other comprehensive income:
The Company has elected to recognise changes in the fair value of investments in equity securities in other comprehensive income. These changes are accumulated within the FVTOCI equity investments reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.
(f) Retained earnings
Retained earnings are the profit/ (loss) that the Company has earned/ incurred till date less any transfer to general reserve, dividends or other distribution paid to Shareholders. Retained earnings include re-measurement loss/ (gain) on defined benefit plans (net of taxes) that will not be reclassified to statement of profit and loss.
47 COMMITMENTS AND CONTINGENCIES (Contd.)
Footnote:
(i) In 2010 the Company through its Qatar Branch jointly with a Consortium Partner had entered into a sub-contract with the Main Contractor, in connection with a project awarded by the Ultimate Client. In 2014, the main contract between the Ultimate Client and the Main Contractor was terminated by the Ultimate Client owing to delays and defects in execution. The Ultimate Client thereafter initiated arbitration proceedings against the Main Contractor. Accordingly, the Company had made a comprehensive assessment of the losses arising on account of the termination of the main contract and had accounted for all probable losses on the sub-contract in the earlier years.
In connection to the sub-contract, the Company had issued bank guarantees amounting to ' 433.34 crores (QAR 166.6 million) to the Main Contractor which have been disclosed as a contingent liability in the financial statements over the years. In June 2023, the Company was informed by its bankers that the Main Contractor had sought to invoke the said bank guarantees. However, due to certain deficiencies in the invocation process, the guarantees were not honoured by the Bank, leading to the commencement of legal proceedings. The Company, Main Contractor, Consortium partner and the Bank had filed their respective appeals before the Court of Appeal (Qatar). As per the latest developments, the Court of Appeal (Qatar) vide its judgment dated 04 May 2026 directed the main contractor to return the bank guarantees issued by the Company within ten days of judgment failing which the said bank guarantees shall be deemed void. The Court has further directed the Main Contractor to pay the settlement amount towards variation order claims and compensation to the Company and its Consortium partner. The Company has filed the application for execution of said judgment. Based on the aforesaid developments, ongoing assessment by the Company and legal advice obtained from an independent counsel, the Company does not expect any financial impact in relation to this matter, even if the Court of Appeal (Qatar) judgment is challenged before a higher judicial forum by the aggrieved parties. The Company is confident of its ability to defend any such appeal on merits.
48 EMPLOYEE BENEFITS (Contd.)
(iv) Provident Fund
In case of holding company's employees contribution to Provident Fund is made to trusts administered by the Company. In terms of guidance note issued by the Institute of Actuaries of India, the Actuary has provided a valuation of Provident fund liability based on the assumptions listed and determined that there is no shortfall as at 31 March, 2026.
The details of the fund and plan assets position are as follows:
Risk Analysis
The Company is exposed to the following Risks in the defined benefits plans:
(a) I nvestment Risk: The present value of the defined benefit obligation is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan assets is below this rate, it will create a plan deficit.
(b) I nterest risk: A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by increase in the return on the plan's debt investments.
(c) Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
(d) Salary growth risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan's liability.
(v) The Board of Directors of the Company, at its meeting held on 14 August 2024, approved a Long-Term Incentive Scheme 2024 ("Scheme") for eligible employees, with the objective of driving organisational performance and retaining key talent. The Scheme provides for payment of incentives in cash, contingent upon achievement of specified performance conditions, including the Company's share price performance, and subject to continued employment (with certain exceptions such as retirement, completion of contract and death). The Scheme originally had a vesting period of three years commencing from 01 April 2024. During the current year, the vesting period has been extended by an additional year and will now end on 31 March 2028. Based on an actuarial valuation, the Company has recognised a liability of '32.39 crores as at 31 March 2026 (' 28.30 crores as at 31 March 2025) in respect of the Scheme.
49 RELATED PARTY DISCLOSURES (Contd.)
Terms and conditions of transactions with related parties
(i) Sales of products/PPE and rendering of services (Refer S. No. 1, 2 and 6)
Sales are made to related parties on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. The Company mutually negotiates and agrees sales price, discount and payment terms with the related parties by benchmarking the same to transactions with non-related parties, who purchase goods and services of the Company in similar quantities. Such sales generally include payment terms requiring related party to make payment within 07 to 60 days from the date of invoice.
(ii) Construction contract revenue (Includes billed and unbilled revenue) (Refer S. No. 3)
Construction contracts are entered with related parties on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. The Company mutually negotiates and agrees contract price, margin, and payment terms with the related parties by benchmarking the same to transactions with non¬ related parties with whom the Company enters with similar nature of contracts. In these contracts, payments are generally due upon completion of milestone as per terms of contract. In certain contracts short term advance are received before the performance obligation is satisfied.
(iii) Rental Income (Refer S. No. 4)
The Company leases out investment properties - Building to related parties on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. The Compa ny mutually negotiates and agrees lease rate with the related parties by benchmarking the same to transactions with non-related parties with whom the company enters with lease contracts. These lease contracts include payment terms requiring related party to make payments in advance.
(iv) Corporate Guarantee Fees Received / Receivable and Guarantees Outstanding at period end (S. No. 9 and 29)
The Company has issued financial guarantees to banks on behalf of and in respect of credit facilities (fund and non-fund) availed by its subsidiaries. The Guarantee given by the Company will require it to make specified payments to reimburse the bank for the loss it incurs if its subsidiaries fail to make payment when due in accordance with the original terms of the credit facilities agreements. The Company receives commission for providing the guarantees to its subsidiaries. The rate of guarantee commission is determined using Transfer Pricing study conducted by tax professionals.
(v) Security deposit at the end of the period (Refer S. No. 23)
These deposits are received on investment properties - Building leased out to related parties and are non-interest bearing and on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business.
(vi) Remuneration Paid / Payable (including commission and sitting fees) (Refer S. No. 7 and 8)
The amounts paid/payable are the amounts recognised as an expense during the financial year related to Key Management Personnel and Directors. The amounts do not include expense, if any, recognised toward post¬ employment benefits of Key Management Personnel. Such expenses are measured based on an actuarial valuation done for Company. Hence, amounts attributable to KMPs are not separately determinable.
(vii) Purchases of PPE, stock-in-trade and goods / services for execution of contracts (Refer S. No. 12,16 and 18)
Purchases are made from related parties on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. The
49 RELATED PARTY DISCLOSURES (Contd.)
Company mutually negotiates and agrees purchase price and payment terms with the related parties by benchmarking the other purchases being made from non-related parties. Such purchases generally include payment terms requiring the Company to make payment within 30 to 60 days from the date of invoice.
(viii) Receiving of services (Refer S. No. 11)
The company received services in the nature of insurance, communication, IT services etc. from related parties on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. The Company agrees the price and payment terms with the related parties by benchmarking the same to the services received from non-related parties. Such transactions include payment terms requiring payment to be made to related parties within 07 to 60 days from the date of invoice.
(ix) Other Expenses - Recovery / Reimbursement of expenses (Refer S. No. 13 and 14)
These transactions represent expense incurred by the Company on behalf of related parties or expenses incurred by related parties on behalf of the Company. This reimbursement / recovery of expenses is made on actual cost incurred basis without mark-up.
(x) Royalty Charges (Refer S. No. 15)
The Company pays royalty to the entity having significant influence over the Company for using the brand name The rate of royalty is determined using Transfer Pricing study conducted by tax professionals.
(xi) Deputation Charges Paid (Refer S. No. 17)
These transactions represent hiring of manpower from related parties where prices are agreed at cost to related party plus mark-up. Mark-up for this purpose is determined using Transfer Pricing study conducted by tax professionals.
(xii) Debit Balance and Provision for Debts and Advances at period end (Refer S. No. 24 and 27)
Trade receivables and other receivables balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been received against these receivables. The amounts are recoverable within 21 to 60 days from the reporting date (31 March, 2025: 21 to 60 days from the reporting date). The Company has recorded impairment allowances on receivables as per ECL matrix followed by the Company.
(xiii) Advances Outstanding at period end (Refer S. No. 25)
Advances outstanding balances are unsecured, interest free and will be settled against the provision of services by the related parties. These advances have been paid as per the terms of contracts.
(xiv) Credit Balance outstanding at period end (Refer S. No. 28)
Trade payables and other payables balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been given against these payables. The amounts are payable within 30 to 60 days from the reporting date (31 March, 2025: 30 to 60 days from the reporting date).
49 RELATED PARTY DISCLOSURES (Contd.)
(xv) Contract Revenue in excess of Billing (Refer S. No. 31)
Outstanding balances of contract assets is related to the revenue earned from Construction contracts relating to electro-mechanical projects as receipt of consideration that is conditional on successful completion of project milestone. Upon completion of milestone acceptance/ certification by the related parties and no otherperformance obligation is pending, the amounts recognised as contract assets are billed and reclassified to trade receivables. Contract assets balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been received against these assets. The company expects to complete the work as per the milestone agreed as per terms of the contracts.
(xvi) Billing in excess of contract revenue (Refer S. No. 32)
Billing in excess of contract revenue represents billing made in excess of revenue recognised on construction contracts and will get adjusted against the revenue to be recognised as work gets executed on the contracts. Invoices on construction contracts are raised as per the terms of the contracts.
(xvii) Contribution to Employee Benefit Funds (Refer S. No. 33)
Contribution to Employee Benefit Funds are made as per applicable statutory laws and regulations.
(xviii) Investment in Equity Shares (Refer S. No. 19)
The Company has invested in equity shares of Voltas Netherlands B.V. ('VNBV'), the proceeds of which will
be utilised by VNBV to purchase the investment in other subsidiaries as held by the Company with an aim to house the international business operations of the Company under a separate entity. VNBV has one class of equity shares having a par value of EUR 45 per share (Refer Note 57(v)).
The Company has invested in equity shares of Voltbek Home Appliances Private Limited ('VHAPL') for its working capital requirements and capital expansion. The investment has been utilised by VHAPL for the purpose it was obtained. VHAPL has one class of equity shares having a par value of ' 10 per share. Each shareholder is entitled for one vote per share held.
The Company has invested in equity shares of Voltas Components Private Limited ("VCPL") to support its operational expenditure requirements. The investment is being utilised by VCPL for the intended purposes. VCPL has a single class of equity shares with a face value of '10 per share, and each shareholder is entitled to one vote for every share held.
(xix) Investment in Bonds and Debentures (Refer S. No. 21)
I nvestment made in bonds issued by related parties are on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business considering the yield on investment and credit risk associated with the investment.
50 FINANCIAL INSTRUMENTS (Contd.)
- Further, in case of certain other Unquoted equity instrument their respective cost has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range. (Refer Note 8 (v))
- The Company enters into derivative financial instruments with various counterparties, principally with banks. Foreign exchange forward contracts are valued using valuation techniques, which employs the use of market observable inputs. The model incorporates various inputs including the credit quality of counter parties, foreign exchange spot and forward rates.
- The fair value of the investment properties have been derived using the market comparable approach (market value method / sale comparison technique) based on recent market prices without any significant adjustments being made to the market observable data. The valuation was carried out by an independent registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.
- There were no transfers between Level 1 and 2 during the period.
The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instrument by valuation
techniques:
(i) Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
(ii) Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;
(iii) Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
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.
The following methods and assumptions were used to estimate the fair values:
- The fair value of quoted equity investment & quoted debentures/bonds and mutual funds are based on price quotations at the reporting date.
- The fair value of certain unquoted equity investments have been estimated using discounted cashflow / market multiple method.The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted equity investments.
51 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company's financial liabilities include borrowings, lease liabilities, trade and other payables. The Company's financial assets include investments, loans, trade and other receivables, cash and cash equivalents and other bank balances. The Company also holds FVTPL and FVTOCI investments.
The Company is exposed to market risk, credit risk and liquidity risk. The Board of Directors of the Company oversee the management of these financial risks through its Risk Management Committee as per Company's existing policy.
(i) Market risk:
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 comprise three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include borrowings, lease liabilities, investments, trade payables and other payables, trade receivables and other receivables, loans and derivative financial instruments.
(a) Interest rate risk
I nterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in the market interest rates related primarily to the Company's long term borrowings and investment in debt mutual funds. The Company has availed benchmark linked, short term and long term debt from banks both in India and overseas. It is estimated that an increase in 25 bps change in benchmark rate would result in a loss before tax of approximately ' 1.98 crores whereas a decrease in 25 bps change in benchmark rate would result in a profit before tax of approximately ' 1.98 crores (31 March, 2025: ' 1.41 crores).
51 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Contd.)
Given the portfolio of investments in debt mutual funds, the Company has exposure to interest rate risk with respect to returns realised. It is estimated that an increase in 25 bps change in 10 year Govt. bond yield would result in a loss before tax of approximately ' 3.02 crores (31 March, 2025: ' 3.53 crores) whereas a decrease in 25 bps change in 10 year Govt. bond yield would result in a profit before tax of approximately ' 3.02 crores (31 March, 2025: ' 3.53 crores). This estimate is based on key assumption with respect to seamless transition of rates across debt instruments in the market and also basis the duration of debt instruments in turn held by mutual funds that the Company has invested in.
(b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a foreign currency). Foreign currency risks are managed by utilising foreign exchange forward contracts within the approved policy parameters.
As at the year end, the carrying amounts of the foreign currency denominated monetary assets and liabilities are as follows:
(ii) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk for trade receivables, contract asset, cash and cash equivalents, investments, other bank balances, loans and other financial assets. The Company only deals with parties which have good credit rating/worthiness given by external rating agencies or based on Company's internal assessment.
Credit risk on trade receivables and contract assets are managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed and individual credit limits are defined in accordance with this assessment. Moreover, given the diverse nature of the Company's businesses, trade receivables and contract assets are spread over a number of customers with no significant concentration of credit risk. No single customer accounted for 10% or more of the trade receivables and contracted assets in any of the years presented.
For trade receivables and contract assets, as a practical expedient, the Company computes credit loss allowance based on a provision matrix. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and contract assets and is adjusted for forward-looking estimates.
For Mutual Fund Investments, counterparty risk are in place to limit the amount of credit exposure to any one counterparty. This, therefore, results in diversification of credit risk for Company's mutual fund investments.
The amount included in Note 47(B) for financial guarantee contracts are the maximum amounts that the Company may be liable to settle under the respective arrangements for the full guaranteed amount if that amount is claimed by the counterparty for the guarantee. Based on the expectations as at the end of reporting period, the Company considers that it is more likely than not that such amount shall not be payable under the respective arrangements. However, this estimate is subject to change depending upon the probability of the counterparty claiming under the guarantee which is a function of the likelihood that the financial receivables held by the counterparty which are guaranteed suffer credit losses.
* Maturity amount of borrowings is including the interest that will be paid on these borrowings.
Credit risk from cash and cash equivalents and balances with banks is managed by the Company's treasury department in accordance with the Company's treasury policy.
The Credit risk on mutual fund investments, cash and cash equivalents, and other bank balances are limited as the counterparties are banks and fund houses with high-credit ratings assigned by credit rating agencies.
The carrying value of the financial assets represents the maximum credit exposure. The Company's maximum exposure to Credit risk is disclosed in Note 50 Financial Instruments. The maximum credit exposure on financial guarantees given by the Company for various financial facilities is disclosed in Note 47 (B) Commitments and Contingencies.
(iii) Liquidity risk management:
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that the funds are available for use as per the requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Company consistently generates sufficient cash flows from operations to meet its financial obligations as and when they fall due.
54 LEASES Company as a lessee
The Company has lease contracts for its office premises, and storage locations with lease term between 1 year to 9 years. The Company also has Land for lease for a maximum lease term of 99 years and Vehicle on Lease for a lease term between 1-2 years. The Company's obligations under its leases are secured by the lessor's title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets.
The Company also has certain leases of office premises and storage locations with lease terms of 12 months or less. The Company applies the 'short-term lease' recognition exemptions for these leases.
54 LEASES (Contd.)
Company as a lessor
The Company has entered into operating leases on its investment property portfolio consisting of land and office premises. These leases have lease terms between 1 year to 5 years. The Company has the option under some of its leases to lease the assets for additional periods. An amount of ' 38.53 crores is recognised as lease income in the statement of profit and loss account for the year ended 31 March, 2026 (31 March, 2025: ' 36.52 crores).
55 CAPITAL MANAGEMENT:
The capital structure of the Company consists of net debt and total equity of the Company. The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through an optimum mix of debt and equity within the overall capital structure. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.
(c) Details of carrying amount of right-of-use assets and movement during the period is disclosed under Note 6. Footnotes:
(i) The maturity analysis of lease liabilities are disclosed in Note 51 (iii) Liquidity Risk Management.
(ii) The effective interest rate for lease liabilities is 8% to 9% p.a. (31 March, 2025: 9% p.a.), with maturity between 2024-2033.
(iii) Expense relating to short-term leases are disclosed under the head rent and clearing charges in other expenses (refer note 42).
(iv) The Company had total cash flows for leases of ' 13.47 crores on 31 March, 2026 (31 March, 2025: ' 13.84 crores).
57 OTHER STATUTORY INFORMATION:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off from the records of the Registrar of Companies (ROC).
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
(v) Following are the details of the funds advanced by the Company to Intermediaries for further advancing to the Ultimate beneficiaries:
Footnotes:
(a) The Board of Directors of the Company, at its Meeting held on 26 April, 2023, with an objective to house the international business operations of the Company under a separate entity, i.e. Universal MEP Projects Pte Limited (UMPPL), in the Republic of Singapore, approved the transfer of the Company's investments in its overseas subsidiaries - Weathermaker FZE (Weathermaker) (100%), UAE, Saudi Ensas Company for Engineering Services W.L.L. (Saudi Ensas), Kingdom of Saudi Arabia (92%) and Lalbuksh Voltas Engineering Services & Trading L.L.C. (Lalvol), Sultanate of Oman (20%). During the previous year, the Company has invested ' 111.84 crores in the share capital of Voltas Netherlands B.V. which has infused these funds in share capital of UMPPL. These funds were utilised by UMPPL for purchase of investments from Voltas.
(b) The Company has made an investment of ' 220.01 crores (31 March, 2025: ' 60.54 crores) in Voltas Netherlands B.V. ('VNBV') and the said amount was further invested by VNBV into Universal MEP Projects Pte Limited, a step-down subsidiary of the Company primarily for repayment of bank overdraft facility earlier taken by UMPPL to extend financial support for business operation of Universal MEP Contracting Services and Trading WLL (formerly known as Voltas Qatar W.L.L) a step-down subsidiary of the Company.
The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act, 2013 for the above transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
57 OTHER STATUTORY INFORMATION: (Contd.)
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vii) The Company has no such transaction 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).
(viii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
(ix) The Company has not been declared as wilful defaulter by any Bank, Financial Institution or any other lender.
58 AUDIT TRAIL:
The Company has used accounting softwares for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled at the database level in relation to payroll software. Further no instance of audit trail feature being tampered with was noted in respect of such softwares. Additionally, the audit trail of previous years has been preserved as per the statutory requirements for record retention, to the extent it was enabled and recorded in those respective years except for changes made at the database level for the accounting software for the period November 12, 2024 to March 31,2025.
59 BACKUP OF BOOKS OF ACCOUNTS:
The Company is maintaining its books of account in electronic mode and these books of account are accessible in India at all times and the back-up of books of account has been kept in servers physically located in India on a daily basis.
60 INVESTMENTS IN SUBSIDIARIES AND BUSINESS TRANSFER AGREEMENTS:
The Board of Directors of the Company at its Meeting held on 13 March, 2025, approved transfer of overseas branches of the Company at Dubai and Abu Dhabi in UAE to Universal MEP Contracting L.L.C. ('UMCL'), Dubai, UAE, a step-down subsidiary of the Company on a slump sale basis through Business Transfer Agreements ('BTAs'). The BTAs between the Company and UMCL have been executed on 20 August, 2025. The transaction is expected to be consummated by 30 June, 2026 or such other date as mutually agreed between the Company and UMCL.
62 EVENTS OCCURRING AFTER BALANCE SHEET DATE:
(i) The Board of Directors have proposed dividend of ' 4.00/- per share after the balance sheet date which is subject to approval by the shareholders at the annual general meeting.
(ii) The Board of Directors have approved an amount of ' 20.00 crores to be transferred to General Reserve from Retained Earnings after the balance sheet date.
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