Provisions are recognised when the Company has a present obligation (legal, contractual or constructive) as a result of a past event, it is probablethat the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of thereporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flowsestimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value ofmoney is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable isrecognised as an asset if it is virtually certain that reimbursements will be received and the amount of the receivable can be measured reliably.
Provisions for expected cost of warranty obligations under legislation governing sale of goods are recognised on the date of sale of the relevantproducts at the Management's best estimate of the expenditure required to settle the obligation which takes into account the empirical data onthe nature, frequency and average cost of warranty claims and regarding possible future incidences.
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require anoutflow of resources. When there is a possible or a present obligation where the likelihood of outflow of resources is remote, no provision ordisclosure is made.
A common control business combination, involving entities or businesses in which all the combining entities or businesses are ultimatelycontrolled by the same party or parties both before and after the business combination and where the control is not transitory, is accounted forin accordance with Appendix C to Ind AS 103 'Business Combinations'.
Other business combinations, involving entities or businesses are accounted for using acquisition method. Consideration transferred in suchbusiness combinations is measured at fair value as on the acquisition date, which comprises the following:
• Fair values of the assets transferred
• Liabilities incurred to the former owners of the acquired business
• Equity interests issued by the Company
Goodwill is recognised and is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interestsin the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree over the net fair value of assets and liabilitiesacquired.
Goodwill arising on business combination is carried at cost less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to the Company's cash-generating unit that is expected to benefit from thesynergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or when there is an indication that the unit maybe impaired. The recoverable amount of cash generating unit is determined for each cash generating unit based on a value in use calculationwhich uses cash flow projections and appropriate discount rate is applied. The discount rate takes into account the expected rate of return toshareholders, the risk of achieving the business projections, risks specific to the investments and other factors. If the recoverable amount ofthe cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwillallocated to the unit and then to the other assets of the unit, pro rata based on the carrying amount of each asset in the unit. Any impairmentloss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss ondisposal.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition orissue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are addedto or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directlyattributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit orloss.
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or salesare purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in themarketplace.
The financial assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition of financial assets(except for financial assets carried at fair value through profit or loss) are added to the fair value of the financial assets on initial recognition.Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
(i) Financial assets (other than investments and derivative instruments) are subsequently measured at amortised cost using the effectiveinterest method.
Effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over therelevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and pointspaid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through theexpected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Investments in debt instruments that meet the following conditions are subsequently measured at amortised cost:
• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments on principal and intereston the principal amount outstanding.
Income on such debt instruments is recognised in profit or loss and is included in the “Other Income".
The Company has not designated any debt instruments as fair value through other comprehensive income.
(ii) Financial assets (i.e. derivative instruments and investments in instruments other than equity of subsidiaries, joint ventures and associates)are subsequently measured at fair value.
Such financial assets are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurementrecognised in profit or loss and included in the “Other Income".
The Company measures its investments in equity instruments of subsidiaries, joint ventures and associates at cost in accordance with Ind AS 27.Impairment of financial assets:
A financial asset is regarded as credit impaired or subject to significant increase in credit risk, when one or more events that may have adetrimental effect on estimated future cash flows of the asset have occurred. The Company applies the expected credit loss model for recognisingimpairment loss on financial assets (i.e. the shortfall between the contractual cash flows that are due and all the cash flows (discounted) thatthe Company expects to receive).
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers thefinancial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers norretains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retainedinterest in the asset and an associated liability for amounts it may have to pay. On de-recognition of a financial asset in its entirety, the differencebetween the asset's carrying amount and the sum of the consideration received and receivable is recognised in the Statement of profit and loss.
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance ofthe contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equityinstruments issued by a group entity are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit orloss on the purchase, sale, issue or cancellation of the Company's own equity instruments.
All financial liabilities (other than derivative instruments) are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over therelevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paidor received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expectedlife of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Interest expense that is not capitalised as part of cost of an asset is included in the “Finance Costs".
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incursbecause a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.
Financial guarantee contracts issued by the Company are initially measured at their fair values and are subsequently measured (if not designatedas at Fair value though profit or loss) at the higher of:
• the amount of impairment loss allowance determined in accordance with requirements of Ind AS 109; and
• the amount initially recognised less, when appropriate, the cumulative amount of income recognisedDe-recognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. Anexchange with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financialliability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whetheror not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and therecognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the considerationpaid and payable is recognised in profit or loss.
The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks,including foreign exchange forward contracts and cross currency interest rate swaps. Further details of derivative financial instruments aredisclosed in Note 3.6.
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-measured totheir fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivativeis designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of thehedging relationship and the nature of the hedged item.
Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of Ind AS 109 are treated as separatederivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measuredat Fair value through profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely paymentof principal and interest. Derivatives embedded in all other host contracts are separated only if the economic characteristics and risks of theembedded derivative are not closely related to the economic characteristics and risks of the host and are measured at fair value through profitor loss.
The Company designates certain derivatives as hedging instruments in respect of foreign currency risk, as either fair value hedges or cash flowhedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.
At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, alongwith its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge andon an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flowsof the hedged item attributable to the hedged risk.
Note 3.6 sets out details of the fair values of the derivative instruments used for hedging purposes.
Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in profit or loss immediately,together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair valueof the designated portion of hedging instrument and the change in the hedged item attributable to the hedged risk are recognised in profit orloss in the line item relating to the hedged item.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies forhedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to profit orloss from that date.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in othercomprehensive income and accumulated under the heading of cash flow hedge reserve. The gain or loss relating to the ineffective portion isrecognised immediately in profit or loss and is included in the “Other Income".
Amounts previously recognised in other comprehensive income and accumulated in equity relating to effective portion as described above arereclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item. However,when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, such gains and losses aretransferred from equity (but not as a reclassification adjustment) and are included in the initial measurement of the cost of the non-financialasset or non-financial liability.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies forhedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and isrecognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur,the gain or loss accumulated in equity is recognised immediately in profit or loss.
Non-current assets or disposal groups are classified as held for sale if their carrying amount will be recovered principally through a saletransaction rather than through continuing use. This condition is regarded as met only when the asset is available for immediate sale in itspresent condition subject only to terms that are usual and customary for sales of such asset and its sale is highly probable.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs tosell and disclosed separately in balance sheet. Liabilities associated with assets classified as held for sale are estimated and disclosed separatelyin the balance sheet.
The Company is principally engaged in a single business segment viz. commercial vehicles and related components based on nature of products,risks, returns and the internal business reporting system. The Board of directors of the Company, which has been identified as being the chiefoperating decision maker (CODM), evaluates the Company's performance, allocate resources based on the analysis of the various performanceindicators of the Company as a single unit. Accordingly, there is no other reportable segment in terms of Ind AS 108 'Operating Segments'. TheCompany has opted for exemption under Ind AS 108 'Operating Segments', as the segment reporting is reported in its consolidated financialstatements.
Notes:
1. Escalation clause - the percentage of escalation is up to a maximum of 15%.
2. Discounting rate used for the purpose of computing right to use asset ranges from 6% to 9%.
3. Rental amount per annum ranges from ' 0.03 crores to ' 2.27 crores, which also carries a clause for extension of agreement based on mutual understandingbetween Lessor and Lessee.
4. The lease period ranges from 2 years to 90 years over which the right to use asset is depreciated on a straight line basis.
5. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any majorcovenants other than the security interests in the leased assets that are held by the lessor. Leased assets are not used as security for borrowing purposes.
6. During the year ended March 31, 2023, a portion of leasehold land was surrendered to State Industries Promotion Corporation of Tamil Nadu Limited (SIPCOT) andsurrender value was received by the Company. The Company is in the process of registering the modified lease deed for the balance portion of leasehold land.
7. The Company was allotted land in Lucknow, Uttar Pradesh, under the applicable State Incentive Policy and received an upfront land subsidy of ' 115.84 crores.The land has been mortgaged in favor of the Uttar Pradesh State Industrial Development Authority and will remain so until the commencement of commercialproduction. A right-of-use asset has been recognized for the net value, excluding the subsidy amount, and is being amortized over the lease term of 90 years.
2. As on March 31, 2025, there are 35,28,70,140 (March 2024: 35,28,70,140) equity shares representing the outstanding Global DepositoryReceipts (GDRs). The balance GDRs have been converted into equity shares.
3. Shares held by the Holding Company
Hinduja Automotive Limited, the holding company, holds 1,16,43,32,742 (March 2024: 1,16,43,32,742) Equity shares and 32,92,00,140(March 2024: 54,86,669) Global Depository Receipts (GDRs) equivalent to 32,92,00,140 (March 2024: 32,92,00,140) Equity shares ofRe. 1 (March 2024: Re. 1) each aggregating to 50.861% (March 2024: 50.864%) of the total share capital.
4. Shareholders other than the Holding Company holding more than 5% of the equity share capital
There are no shareholders holding more than 5% of the equity share capital of the Company other than the Holding Company as atMarch 31, 2025 and March 31, 2024.
5. Rights, preferences and restrictions in respect of equity shares and GDRs issued by the Company
a) The Equity shareholders are entitled to receive dividends as and when declared; a right to vote in proportion to holding etc. andtheir rights, preferences and restrictions are governed by / in terms of their issue under the provisions of the Companies Act,2013.
b) The rights, preferences and restrictions of the GDR holders are governed by the terms of their issue, and the provisions of theCompanies Act, 2013. Each GDR holder is entitled to receive 1 equity share [March 2024: 60 equity shares] of Re. 1 each, per GDR,and their voting rights can be exercised through the Depository.
c) Effective June 17, 2024, the ratio between the GDRs and Shares of the Company has been changed from 60 : 1 (One GDRequivalent to 60 underlying shares) to 1:1 (One GDR is equivalent to one underlying share). Accordingly, 59 new GDRs wereissued by the Depositary for every 1 existing GDR held by the GDR holder(s) on the GDR Record Date viz., June 10, 2024 in linewith the new ratio.
Consequent to the above ratio change, the total number of GDRs stands increased from 58,81,169 to 35,28,70,140. There is no changeto the underlying shares / equity share capital of the Company, due to the ratio change of the GDRs.
6. The Company allotted 2,00,000 (March 2024: 2,00,000) equity shares pursuant to the exercise of options under Employee Stock OptionPlan Scheme. For Information relating to Employees Stock Option Plan Scheme including details of options outstanding as at March 31,2025 - Refer Note 3.4.
7. The Board of Directors has recommended the issue of bonus shares of 1 : 1 subject to the approval of shareholders.
1. These will expire in various years upto 2026-27.
2. The above are gross amounts on which appropriate tax rates would apply.
3. The Company has not recognised deferred tax asset in respect of deductible temporary difference relating to certain investments aspresently it is not probable that future taxable capital gain will be available in the foreseeable future to recover such deferred tax assets.
4. The Company has not recognised deferred tax liabilities on taxable temporary differences arising from investments in subsidiaries, asit has the ability to control the timing of the reversal of these differences and it is probable that such differences will not reverse in theforeseeable future.
Payments to defined contribution plans i.e., Company's contribution to superannuation fund, employee state insurance and other funds aredetermined under the relevant schemes and / or statute and charged to the Statement of Profit and Loss in the period of incurrence whenthe services are rendered by the employees.
The total expense recognised in profit or loss of ' 30.67 crores (2023-24: ' 30.22 crores) represents contribution paid/ payable to theseschemes by the Company at rates specified in the schemes.
The Company has an obligation towards gratuity as per payment of gratuity act, 1972, a defined benefit plan covering eligible employees.The plan provides for a lump-sum payment to vested employees at the time of retirement, separation, death while in employment or ontermination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs uponcompletion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarialvaluation. The Company makes annual contributions through trusts to a funded gratuity scheme administered by the Life InsuranceCorporation of India.
Eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined benefit plan, in which bothemployees and the Company make monthly contributions at a specified percentage of the covered employees' salary. The contributions aremade to the provident fund and pension fund set up as irrevocable trusts by the Company. The interest rates declared and credited by truststo the members have been higher than / equal to the statutory rate of interest declared by the Central Government.
Company's liability towards gratuity (funded), provident fund, other retirement benefits and compensated absences are actuariallydetermined at the end of each reporting period using the projected unit credit method as applicable.
These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
The sensitivity analysis presented above may not be representative of the actual change in the obligation, since the above analysis are basedon change in an assumption while holding other assumptions constant. In practice, it is unlikely that the change in assumptions would occurin isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the obligation has been calculated using the projected unitcredit method at the end of each reporting period, which is the same as that applied in calculating the liability recognised in the balancesheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from previous year.
The Company expects to make a contribution of ' 53.00 crores (March 2024: ' 55.00 crores) to the defined benefit plans (gratuity - funded)during the next financial year.
The average duration of the benefit obligation (gratuity) is 7.00 years (March 2024: 7.10 years).
The share options outstanding at the end of the year had a weighted average exercise price of ' 91.06 (as at March 31, 2024: ' 90.90) and aweighted average remaining contractual life of 3.88 years (as at March 31, 2024: 4.81 years).
Expenses for the year ended March 31, 2025 includes lease expense classified as short term lease expenses aggregating to ' 27.16 crores(March 31, 2024: ' 19.28 crores) which are not required to be recognised as part of the practical expedient under Ind AS 116.
Expenses for the year ended March 31, 2025 includes lease expense classified as variable lease payments aggregating to ' 69.19 crores(March 31, 2024: ' 70.10 crores).
The total cash outflow for leases for the year ended March 31, 2025 is ' 155.68 crores (March 31, 2024: ' 109.4 crores).
The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholdersthrough the optimisation of the debt and equity balance.
The Company determines the amount of capital required on the basis of annual master planning and budgeting and corporate plan for workingcapital, capital outlay and long-term product and strategic involvements. The funding requirements are met through equity, internal accrualsand a combination of both long-term and short-term borrowings.
The Company monitors the capital structure on the basis of total debt to equity and maturity profile of the overall debt portfolio of theCompany.
The quarterly returns or statements of current assets filed by the Company with Banks are in agreement with the books of account.
The Company has complied with covenants given under the facility agreements executed for its borrowings.
In course of its business, the Company is exposed to certain financial risks that could have significant influence on the Company's business andoperational / financial performance. These include market risk (including currency risk, interest rate risk and other price risk), credit risk andliquidity risk.
The Board of Directors reviews and approves risk management framework and policies for managing these risks and monitors suitablemitigating actions taken by the management to minimise potential adverse effects and achieve greater predictability to earnings.
In line with the overall risk management framework and policies, the treasury function provides services to the business, monitors andmanages through an analysis of the exposures by degree and magnitude of risks.
The Company uses derivative financial instruments to hedge risk exposures in accordance with the Company's policies as approved by theboard of directors.
Market risk represent changes in market prices, liquidity and other factors that could have an adverse effect on realisable fair valuesor future cash flows to the Company. The Company's activities expose it primarily to the financial risks of changes in foreign currencyexchange rates and interest rates as future specific market changes cannot be normally predicted with reasonable accuracy.
The Company undertakes transactions denominated in foreign currencies and thus it is exposed to exchange rate fluctuations. TheCompany actively manages its currency rate exposures, arising from transactions entered and denominated in foreign currencies, througha centralised treasury division and uses derivative instruments such as foreign currency forward contracts and currency swaps to mitigatethe risks from such exposures. The use of derivative instruments is subject to limits and regular monitoring by Management.
Movement in the functional currencies of the Company against major foreign currencies may impact the Company's Profit and loss. Anyweakening of the functional currency may impact the Company's export proceeds, import payments and cost of borrowings.
The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate exposure of a currency anda parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%, which represents Management's assessment of thereasonable possible change in foreign exchange rates.
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and theimpact on the other components of equity arises from foreign currency forward contracts designated as cash flow hedges. The following tabledetails the Company's sensitivity movement in the increase / decrease in foreign currencies exposures (net):
* includes variable rate borrowings amounting to ' 57.76 crores (March 31, 2024: ' 389.95 crores) subsequently converted to fixed rateborrowings through swap contracts.
The sensitivity analysis below has been determined based on the exposure to interest rates at the end of the reporting period. For floating rateliabilities, the analysis is prepared assuming that the amount of the liability as at the end of the reporting period was outstanding for the wholeyear. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and representsManagement's assessment of the reasonably possible change in interest rates.
If interest rates had been 25 basis points higher/ lower, the Company's profit / loss for the year ended March 31, 2025 would decrease /increase by ' 0.50 crores (March 31, 2024 decrease / increase by ' 0.45 crores). This is mainly attributable to the Company's exposure tointerest rates on its variable rate borrowings.
The Company has taken foreign currency and interest rate swap (FCIRS) contracts for hedging its foreign currency and interest rate risksrelated to certain external commercial borrowings. The mark-to-market gain as at March 31, 2025 is ' 7.39 crores ( March 31, 2024: ' 53.04crores). If the foreign currency movement is 2% higher / lower and interest rate movement is 200 basis points higher / lower with all othervariables remaining constant, the Company's profit / loss for the year ended March 31, 2025 would approximately decrease/ increase by' Nil (year ended March 31, 2024: decrease / increase by ' Nil).
Equity price risk is related to the change in market reference price of the investments in quoted equity securities. The fair value of some of theCompany's investments exposes the Company to equity price risks. In general, these securities are not held for trading purposes.
(B) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. TheCompany's exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concludedis spread amongst approved counterparties.
The Company is exposed to credit risk from trade receivables, bank balances, inter-company loans, financial guarantees and other financialassets.
Credit risk on Trade receivables:
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluationis performed on the financial condition of accounts receivable and, where appropriate, credit guarantee cover is taken. The Company operatespredominantly on cash and carry basis excepting sale to State Transport Undertaking (STU), Government project customers based on tenderterms and certain export / domestic customers which are on credit basis. The average credit period is in the range of 7 days to 90 days. However,in select cases, credit is extended which is backed by Security deposit/ Bank guarantee/ Letter of credit and other forms. The Company createsspecific provisions for disputes and the expected credit losses for such receivables are insignificant.
The Company makes a loss allowance using simplified approach for expected credit loss (ECL) and on a case to case basis. ECL are the weightedaverage of credit losses with the expected risk of default occurring as the weights (historically not significant). ECL is difference between allcontractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive.The ageing on trade receivable is given in note 1.10.
The Company's trade and other receivables consists of a large number of customers, across geographies, hence the Company is not exposed toconcentration risk except in case of a STU.
Others:
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings. Thecredit risk on intercompany loans, financial guarantees and other financial assets are evaluated to be immaterial.
The company investments in highly liquid mutual funds are considered low-risk. The credit ratings of the respective fund houses are carefullyevaluated prior to making any investment decision.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintainsufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based workingcapital limits from various banks. Furthermore, the Company has access to funds from debt markets through commercial paper programs, non¬convertible debentures, and other debt instruments. The Company invests its surplus funds in bank fixed deposit and mutual funds, which carryminimal mark to market risks.
1) There were no transfers between Level 1, 2 and 3 during the year.
2) Other things remaining constant, a 5% increase/ decrease in the WACC or discount rate used would decrease/ increase the fair value of the
unquoted preference shares by ' 72.18 crores / ' 131.68 crores (as at March 31, 2024: ' 72.39 crores / ' 137.28 crores).
3) Other things remaining constant, a 50 basis points increase / decrease in the WACC or discount rate used would decrease / increase the fairvalue of the unquoted equity instruments by ' 15.53 crores / ' 16.14 crores (as at March 31, 2024: ' 22.01 crores / ' 27.09 crores).
4) Other things remaining constant, a 5% increase/ decrease in the revenue would increase/ decrease the fair value of the unquoted equity
instruments by ' 60.17 crores / ' 59.13 crores (as at March 31, 2024: ' 63.53 crores / ' 22.01 crores).
5) Gain / loss recognised in profit or loss included in other income (Refer Note 2.2) arising from fair value measurement of Level 3 financial assets
is a gain of ' 22.94 crores (as at March 31, 2024: gain of ' 4.41 crores). The Company has also recorded a fair value gain of '120.53 crores
(March 31, 2024: loss of ' 124.99 crores) in equity investment of Hinduja Energy (India) Limited and presented the same under exceptionalitems in Note 2.8.
3.18 The Company does not have any transactions with struck off companies under Companies Act, 2013 or Companies Act, 1956, during theyear.
3.19 (i) During the year, the Company paid share application money on March 27, 2025 amounting to GBP 45 million (' 498.76 crores) towardsadditional equity investment in Optare Plc (its subsidiary) [Intermediary 1]. The shares were subsequently allotted on April 02, 2025.Intermediary 1 intends to invest in Switch Mobility Limited, UK (its subsidiary) [Ultimate Beneficiary].
For the year ended March 31, 2024, the Company has invested ' 1,199.30 crores in two tranches viz November 28, 2023 and February 06,2024, in Optare Plc, UK (its subsidiary) [Intermediary 1]. Out of the aforementioned amount, Intermediary 1 has invested in Switch MobilityLimited, UK (its subsidiary) [Intermediary 2] a sum of GBP 36.27 million on November 30, 2023 and another tranche of GBP 50.68 million onFebruary 08, 2024 as equity. Further, from the amount received, Intermediary 2 invested ' 208.64 crores on December 11, 2023 and ' 341.36crores on February 09, 2024 in Switch Mobility Automotive India Limited [Ultimate Beneficiary].
The Company has complied with relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act, 2013,to the extent applicable, and these transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
Except as detailed above, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or kind offunds) to any other persons or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing orotherwise) that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of theUltimate Beneficiaries.
(ii) The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding(whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party(Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
3.20 No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions(Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
3.21 The Company has complied with the number of layers prescribed under the Companies Act.
3.22 There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act,1961, that has not been recorded in the books of account.
3.23 The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
3.24 The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits receivedPresidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the certainprovisions of the Code will come into effect and the rules thereunder has not been notified. The Company will assess the impact of the Codewhen it comes into effect and will record any related impact in the period the Code becomes effective.
3.25 The figures for the previous year have been reclassified / regrouped wherever necessary including for amendments relating to Schedule IIIof the Companies Act, 2013 for better understanding and comparability. The reclassifications / regroupings do not have material impact onthe standalone financial statements.
3.26 The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
For and on behalf of the Board of the Directors
For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009 Dheeraj G Hinduja Shenu Agarwal
Executive Chairman Managing Director and
DIN : 00133410 Chief Executive Officer
DIN :03485730
Baskar Pannerselvam K.M. Balaji N. Ramanathan
Partner Chief Financial Officer Company Secretary
Membership Number: 213126
May 23, 2025
May 23, 2025 London
Chennai