Provisions: Provisions are recognised when there isa present obligation as a result of a past event and itis probable that an outflow of resources embodyingeconomic benefits will be required to settle the obligationand there is a reliable estimate of the amount of theobligation. Provisions are determined by discounting theexpected future cash flows at a pre tax rate that reflectscurrent market assessment of the time value of money andthe risks specific to the liability.
Contingent Liabilities: Contingent liabilities are disclosedwhen there is a possible obligation arising from pastevents, the existence of which will be confirmed only by theoccurrence or non occurrence of one or more uncertainfuture events not wholly within the control of the Companyor a present obligation that arises from past events whereit is either not probable that an outflow of resources willbe required to settle or a reliable estimate of the amountcannot be made.
A financial instrument is any contract that gives rise to afinancial asset of one entity and a financial liability or equityinstrument of another entity. Financial assets and financialliabilities are recognised when the Company becomes aparty to the contractual provisions of the instruments.
Financial assets and financial liabilities are initiallymeasured at fair value. Transaction costs that aredirectly attributable to the acquisition or issue of financial
instruments (other than financial assets and financialliabilities at fair value through profit or loss) are added toor deducted from the fair value of the financial assets orfinancial liabilities, as appropriate, on initial recognition.Transaction costs directly attributable to the acquisition offinancial assets or financial liabilities at fair value throughprofit or loss are recognised immediately in the Statementof Profit and Loss. Subsequently, financial instrumentsare measured according to the category in which theyare classified.
All purchases or sales of financial assets are recognisedand derecognised on a trade date basis. Regular waypurchases or sales are purchases or sales of financialassets that require delivery of assets within the time frameestablished by regulation or convention in the marketplace.
All recognised financial assets are subsequently measuredin their entirety at either amortised cost or fair value,depending on the classification of the financial assets.
Classification of financial assets depends on the natureand purpose of the financial assets and is determined atthe time of initial recognition.
The Company classifies its financial assets in the followingmeasurement categories:
• Those to be measured subsequently at fair value(either through other comprehensive income, orthrough profit or loss), and
• Those measured at amortised cost
The classification depends on the Company’s businessmodel for managing the financial assets and the contractualterms of the cash flows.
A financial asset that meets the following two conditionsis measured at amortised cost unless the asset isdesignated at fair value through profit or loss under thefair value option:
• Business model test: the objective of the Company’sbusiness model is to hold the financial asset to collectthe contractual cash flows.
• Cash flow characteristic test: the contractualterm of the financial asset give rise on specifieddates to cash flows that are solely payments ofprincipal and interest on the principal amountoutstanding.
A financial asset that meets the following two conditions ismeasured at fair value through other comprehensive incomeunless the asset is designated at fair value through profitor loss under the fair value option:
• Business model test: the financial asset is heldwithin a business model whose objective isachieved by both collecting cash flows and sellingfinancial assets.
• Cash flow characteristic test: the contractual termof the financial asset gives rise on specified dates tocash flows that are solely payments of principal andinterest on the principal amount outstanding.
All other financial assets are measured at fair value throughprofit or loss.
On initial recognition, the Company can make anirrevocable election (on an instrument by instrument basis)to present the subsequent changes in fair value in othercomprehensive income pertaining to investments in equityinstrument. This election is not permitted if the equityinstrument is held for trading. These elected investmentsare initially measured at fair value plus transaction costs.Subsequently, they are measured at fair value with gains/ losses arising from changes in fair value recognised inother comprehensive income. This cumulative gain or lossis not reclassified to the Statement of Profit and Loss ondisposal of the investments.
The Company has equity investments in certain entitieswhich are not held for trading. The Company has electedthe fair value through other comprehensive incomeirrevocable option for all such investments. Dividend onthese investments are recognised in the Statement ofProfit and Loss.
Investments representing equity interest in subsidiaries,associates and joint ventures are carried at cost less any
provision for impairment. Investments are reviewed forimpairment if events or changes in circumstances indicatethat the carrying amount may not be recoverable.
Investment in equity instrument are classified at fair valuethrough profit or loss, unless the Company irrevocablyelects on initial recognition to present subsequent changesin fair value in other comprehensive income for investmentsin equity instruments which are not held for trading.
Financial assets that do not meet the amortised costcriteria or fair value through other comprehensive incomecriteria are measured at fair value through profit or loss. Afinancial asset that meets the amortised cost criteria or fairvalue through other comprehensive income criteria may bedesignated as at fair value through profit or loss upon initialrecognition if such designation eliminates or significantlyreduces a measurement or recognition inconsistencythat would arise from measuring assets and liabilities orrecognising the gains or losses on them on different bases.
Investments in debt based mutual funds are measured atfair value through profit or loss.
Financial assets which are fair valued through profit or lossare measured at fair value at the end of each reportingperiod, with any gains or losses arising on remeasurementrecognised in the Statement of Profit and Loss.
In the Statement of Cash Flows, cash and cashequivalents include cash in hand, cheques and drafts inhand, balances with bank and deposits held at call withfinancial institutions, short-term highly liquid investmentswith original maturities of three months or less thatare readily convertible to known amounts of cash andwhich are subject to an insignificant risk of changes invalue. Bank overdrafts are shown within borrowings incurrent liabilities in the balance sheet and forms part offinancing activities in the Statement of Cash Flows. Bookoverdraft are shown within other financial liabilities in thebalance sheet and forms part of operating activities in theStatement of Cash Flows.
The Company assesses impairment based on expectedcredit losses (ECL) model to the following:
• financial assets measured at amortised cost
• financial assets measured at fair value through othercomprehensive income
Expected credit loss are measured through a lossallowance at an amount equal to:
• the twelve month expected credit losses (expectedcredit losses that result from those default eventson the financial instruments that are possible withintwelve months after the reporting date); or
• full life time expected credit losses (expected creditlosses that result from all possible default events overthe life of the financial instrument).
For trade receivables or any contractual right toreceive cash or another financial asset that result fromtransactions that are within the scope of Ind AS 115 -Revenue from Contracts with Customers, the Companyalways measures the loss allowance at an amount equalto lifetime expected credit losses.
A financial asset is derecognised only when
• The Company has transferred the rights to receivecash flows from the financial asset or
• Retains the contractual rights to receive thecash flows of the financial asset, but assumes acontractual obligation to pay the cash flows to oneor more recipients.
The fair value of financial assets denominated in aforeign currency is determined in that foreign currencyand translated at the exchange rate at the end of eachreporting period. For foreign currency denominatedfinancial assets measured at amortised cost or fairvalue through profit or loss the exchange differences arerecognised in the Statement of Profit and Loss exceptfor those which are designated as hedge instrument ina hedging relationship. Further change in the carryingamount of investments in equity instruments at fairvalue through other comprehensive income relating tochanges in foreign currency rates are recognised in othercomprehensive income.
Debt or equity instruments issued by the Companyare classified as either financial liabilities or as equityin accordance with the substance of the contractualarrangements and the definitions of a financial liability andan equity instrument.
An equity instrument is any contract that evidences aresidual interest in the assets of an entity after deductingall of its liabilities. Equity instruments issued by theCompany are recognised at the proceeds received, net ofdirect issue costs.
All financial liabilities are subsequently measured atamortised cost using the effective interest rate method orat fair value through profit or loss.
Trade and other payables represent liabilities for goodsor services provided to the Company prior to the end offinancial year which are unpaid.
Borrowings are initially recognised at fair value, net oftransaction costs incurred. Borrowings are subsequentlymeasured at amortised cost. Any difference between theproceeds (net of transaction costs) and the redemptionamount is recognised in the Statement of Profit and Lossover the period of the borrowings using the effectiveinterest rate method.
Borrowings are removed from the balance sheet whenthe obligation specified in the contract is discharged,cancelled or expired. The difference between the carryingamount of a financial liability that has been extinguishedor transferred to another party and the consideration paid,including any non-cash assets transferred or liabilitiesassumed, is recognised in the Statement of Profit and Loss.
For financial liabilities that are denominated in a foreigncurrency and are measured at amortised cost at the endof each reporting period, the foreign exchange gains andlosses are determined based on the amortised cost ofthe instruments and are recognised in the Statement ofProfit and Loss.
The fair value of financial liabilities denominated in aforeign currency is determined in that foreign currencyand translated at the exchange rate at the end of thereporting period. For financial liabilities that are measuredas at fair value through profit or loss, the foreign exchangecomponent forms part of the fair value gains or losses andis recognised in the Statement of Profit and Loss.
The lease liability is initially measured at amortisedcost at the present value of the future lease payments.The lease payments are discounted using the interestrate implicit in the lease or, if not readily determinable,using the incremental borrowing rates. Lease liabilitiesare remeasured with a corresponding adjustment to therelated right of use asset if the Company changes itsassessment if whether it will exercise an extension or atermination option.
The Company derecognises financial liabilities when, andonly when, the Company’s obligations are discharged,cancelled or have expired.
The Company enters into foreign exchange forwardcontracts and certain other derivative financial instrumentsto manage its exposure to foreign exchange rate risksand commodity price risks. Further details of derivativefinancial instruments are disclosed in note 33.
Derivatives are initially recognised at fair value at thedate the derivative contracts are entered into and aresubsequently remeasured to their fair value at the end ofeach reporting period. Derivatives are carried as financialassets when the fair value is positive and as financialliabilities when the fair value is negative. The resultinggain or loss is recognised in the Statement of Profit andLoss immediately unless the derivative is designated andeffective as a hedging instrument which is recognised inother comprehensive income (net of tax) and presented asa separate component of equity which is later reclassifiedto profit or loss when the hedge item affects profit or loss.
Derivatives embedded in a host contract that is an assetwithin the scope of Ind AS 109 - Financial Instruments arenot separated. Financial assets with embedded derivativesare considered in their entirety when determining whethertheir cash flows are solely payment of principal and interest.
Derivatives embedded in all other host contract areseparated only if the economic characteristics and
risks of the embedded derivative are not closely relatedto the economic characteristics and risks of the hostand are measured at fair value through profit or loss.Embedded derivatives closely related to the host contractsare not separated.
The Company designates certain hedging instruments, inrespect of foreign currency risk, as either fair value hedgesor cash flow hedges. Hedges of foreign exchange risk onfirm commitments are accounted for as cash flow hedges.
At the inception of the hedge relationship, the entitydocuments the relationship between the hedginginstrument and the hedged item, along with its riskmanagement objectives and its strategy for undertakingvarious hedge transactions. Furthermore, at the inceptionof the hedge and on an on-going basis, the Companydocuments whether the hedging instrument is highlyeffective in offsetting changes in fair values or cash flowsof the hedged item attributable to the hedged risk.
Changes in the fair value of these contracts that aredesignated and effective as hedges of future cash flowsare recognised in other comprehensive income (net of tax)and the ineffective portion is recognised immediately inthe Statement of Profit and Loss. Amount accumulated inequity are reclassified to the profit or loss in the periods inwhich the forecasted transaction occurs.
Hedge accounting is discontinued when the hedginginstrument expires or is sold, terminated, or exercised,or no longer qualifies for hedge accounting. For forecasttransactions, any cumulative gain or loss on the hedginginstrument recognised in other equity is retained there untilthe forecast transaction occurs.
Note 33 sets out details of the fair values of the derivativeinstruments used for hedging purposes.
Financial assets and liabilities are offset and the netamount is reported in the balance sheet where there is alegally enforceable right to offset the recognised amountsand there is an intention to settle on a net basis or realisethe asset and settle the liability simultaneously. The legallyenforceable right must not be contingent on future eventsand must be enforceable in the normal course of businessand in the event of default, insolvency or bankruptcy of theCompany or the counterparty.
Government grants are recognised where there isreasonable assurance that the Company will complywith the conditions attaching to them and the grantswill be received.
Government grants are recognised in the Statement ofProfit and Loss on a systematic basis over the periods inwhich the Company recognises as expense the relatedcost for which the grants are intended to compensate.
Government grants related to assets is presented in thebalance sheet by setting up the grant as deferred income.The grant set up as deferred income is recognised in theStatement of Profit and Loss on a systematic basis overthe useful life of the asset.
Basic earnings per share has been computed by dividingthe net income by the weighted average number of sharesoutstanding during the year. Diluted earnings per sharehas been computed using the weighted average numberof shares and diluted potential shares, except where theresult would be anti-dilutive.
Final dividends on shares are recorded on the date ofapproval by the shareholders of the Company.
The Company pays / accrues for royalty in accordancewith the relevant licence agreements.
Acquisitions of subsidiaries and businesses are accountedfor using the acquisition method. Acquisition related costsare recognised in the Statement of Profit and Loss asincurred. The acquiree’s identifiable assets, liabilities andcontingent liabilities that meet the conditions for recognitionare recognised at their fair value at the acquisition date,except certain assets and liabilities that are required to bemeasured as per the applicable standard.
Purchase consideration in excess of the Company’sinterest in the acquiree’s net fair value of identifiableassets, liabilities and contingent liabilities is recognisedas goodwill. Excess of the Company’s interest in the netfair value of the acquiree’s identifiable assets, liabilities andcontingent liabilities over the purchase consideration is
recognised, after reassessment of fair value of net assetsacquired, in the Capital Reserve.
A business combination involving entities or businessesunder common control is a business combination in whichall of the combining entities or businesses are ultimatelycontrolled by the same party or parties both beforeand after the business combination and the control isnot transitory.
Business combinations involving entities under commoncontrol are accounted for using the pooling of interestsmethod. The net assets of the transferor entity or businessare accounted at their carrying amounts on the dateof the acquisition subject to necessary adjustmentsrequired to harmonise accounting policies. Any excess orshortfall of the consideration paid over the share capitalof transferor entity or business is recognised as capitalreserve under equity.
All amounts disclosed in the financial statements andthe accompanying notes have been rounded off to thenearest million as per the requirement of Schedule III of theCompanies Act 2013, unless otherwise stated.
3 applicability of new and revised ind as
Ministry of Corporate Affairs (“MCA”) notifies newstandards or amendments to the existing standardsunder Companies (Indian Accounting Standards) Rulesas issued from time to time. For the year ended March 31,2025, MCA has notified Ind AS - 117 Insurance Contractsand amendments to Ind AS 116 - Leases, relating to saleand leaseback transactions, applicable to the Companyw.e.f April 1, 2024. The Company has reviewed thenew pronouncements and based on its evaluation hasdetermined that it does not have any significant impact onthe standalone financial statements.
The provision for employee benefits include compensated absences, retirement allowance, post retirement medical benefitplan and gratuity.
The entire amount of the provision for compensated absences of ' 7,628 million (as at March 31, 2024: ' 6,432 million) ispresented as current, since the Company does not have unconditional right to defer settlement of any of these obligations.However, based on past experience, the Company does not expect all employees to avail the full amount of accrued leaveor require payment for such leave within next 12 months. Leave obligation not expected to be settled with next 12 monthsas at March 31, 2025 is ' 6,508 million (as at March 31, 2024: ' 5,369 million).
Provision is made for estimated warranty claims in respect of products sold which are still under warranty at the end of thereporting period and is also made for estimated product recall in respect of products sold. These claims are expected tobe settled as and when warranty/product recall claims will arise. Management estimates the provision based on historicalwarranty claims/product recall claims information and any recent trends that may suggest future claims for warranty andproduct recall that could differ from historical amounts.
I n the ordinary course of business, the Company faces litigations and claims from various authorities and parties. TheCompany assesses such claims and monitors the legal environment on an ongoing basis, with the assistance of externallegal counsel, wherever necessary. The Company records a liability for any claim where a potential loss is probable andcapable of being estimated and discloses such matters in its financial statements, if material. For potential losses that areconsidered possible, but not probable, the Company provides disclosure in the financial statements but does not record aliability in its accounts unless the loss becomes probable [refer note 37(A)].
Note: Pursuant to the issuance of Circular No. 248/5/2025-GST dated March 27, 2025 by the Central Board of IndirectTaxes and Customs (CBIC), which provides clarifications on various issues relating to GST Amnesty Scheme concerning theavailment of benefits under Section 128A of the CGST Act, 2017, the Company is currently in the process of evaluating itsentitlement to avail the benefit of waiver of interest and penalty. This evaluation pertains to ongoing litigations of ' 552 millionwhich relates to employee secondment arrangement under GST regime for the financial years 2017-18 to 2019-20, under theGST Amnesty Scheme, in accordance with the controls laid out by the Company in respect of such assessment. Based onits ongoing assessment, the Company believes that the aforesaid provision is adequate.
The Company is primarily in the business of manufacturing, purchase and sale of motor vehicles, components and spare parts(“automobiles”). The other activities of the Company comprise facilitation of pre-owned car sales, fleet management and carfinancing. The income from these activities is not material in financial terms but such activities contribute significantly in generatingdemand for the products of the Company.
The Board of Directors of the Company, which has been identified as being the Chief Operating Decision Maker (CODM), evaluatesthe Company’s performance, allocates resources based on the analysis of the various performance indicator of the Company asa single unit. Therefore there is no reportable segment for the Company.
The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimatecost of providing the above benefit and will thus result in an increase in the value of the liability.
The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participantsboth during and after employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future.Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine thepresent value of obligation will have a bearing on the plan’s liability.
Significant actuarial assumption for the determination of defined obligation are discount rate, expected salary growth rate, attritionrate and mortality rate. The sensitivity analysis below have been determined based on reasonably possible changes in respectiveassumption occurring at the end of reporting period, while holding all other assumptions constant.
If the discount rate increases (decreases) by 1%, the defined benefit obligation would decrease by ' 1,234 million (increase by' 1,478 million) [As at March 31, 2024: decrease by ' 1,060 million (increase by ' 1,227 million)].
If the expected salary growth rate increases (decreases) by 1%, the defined benefit obligation would increase by ' 1,295 million(decrease by ' 1,107 million) [As at March 31, 2024: increase by ' 1,049 million (decrease by ' 895 million)].
32.1 The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employmentreceived Presidential assent on September 28, 2020. The Code has been published in the Gazette of India andsubsequently on November 13, 2020 draft rules were published and invited for stakeholders’ suggestions. However, thedate on which the Code will come into effect has not been notified. The Company will assess the impact of the Code whenit comes into effect and will record any related impact in the period the Code and rules thereunder become effective.
Level 1: Quoted prices in the active market. This level of hierarchy includes financial assets that are measured by reference toquoted prices in the active market. This category consists of quoted equity shares and open ended schemes of debt mutualfunds.
Level 2: Valuation techniques with observable inputs. This level of hierarchy includes items measured using inputs other thanquoted prices included within Level 1 that are observable for such items, either directly or indirectly. This level of hierarchyconsists of investments in close ended schemes of debt mutual fund investments and over the counter (OTC) derivative contracts.
Level 3: Valuation techniques with unobservable inputs. This level of hierarchy includes items measured using inputs that are notbased on observable market data (unobservable inputs). Fair value determined in whole or in part, using a valuation model basedon assumptions that are neither supported by prices from observable current market transactions in the same instruments norbased on available market data. The main item in this category are unquoted equity instruments.
The management assessed that fair value of trade receivables, cash and cash equivalents, other bank balances, loans, securitydeposit, fixed deposits with banks, interest accrued, other current financial assets (except derivative financial assets), short termborrowings , trade payables, lease liabilities and other current financial liabilities (except derivative financial liabilities) approximatetheir carrying amounts largely due to short-term maturities of these instruments.
The fair value of the financial assets are determined at the amount that would be received to sell an asset in an orderly transactionbetween market participants. The following methods and assumptions were used to estimate the fair values:
Investments in debt mutual funds: Fair value is determined by reference to quotes from the financial institutions, i.e. net assetvalue (NAV) for investments in mutual funds declared by mutual fund house.
Derivative contracts: The Company has entered into variety of commodity forward contracts and foreign currency forward / optioncontracts to manage its exposure to fluctuations in commodity price risk and foreign exchange rates. These financial exposuresare managed in accordance with the Company’s risk management policies and procedures. Fair value of derivative financialinstruments, including forward and option contracts are determined using valuation techniques based on information derivedfrom observable market data and using valuation provided by authorised dealers dealing in commodities and foreign exchange.
Quoted equity investments: Fair value is derived from quoted market prices in active markets.
Unquoted equity investments: Fair value is derived on the basis of income approach, in this approach the discounted cash flowmethod is used to capture the present value of the expected future economic benefits to be derived from the ownership of theseinvestments.
The Company’s activities expose it to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on thefinancial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts, foreigncurrency option contracts are entered to hedge certain foreign currency risk exposures. Derivatives are used exclusively forhedging purposes and not as trading or speculative instruments.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact of hedgeaccounting in the financial statements.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity riskmanagement is to maintain sufficient liquidity and to ensure funds are available for use as per the requirements.
The Company did not have any long term borrowings and has sufficient liquidity (refer note 33.3). The Company raises shortterm rupee borrowings for short term cash flow mismatches and has large investments in debt mutual funds which can beredeemed on a very short notice and hence carries negligible liquidity risk. The Company has undrawn borrowing facilitiesof ' 49,700 million as at March 31, 2025 (' 49,369 million as at March 31, 2024) to honour any liquidity requirements arisingfor business needs.
The Company is exposed to equity price risks arising from equity investments held by the Company and classified in the balancesheet as fair value through OCI.
The sensitivity analysis below have been determined based on the exposure to equity price risks at the end of the year.
If the equity prices had been 5% higher / lower:
Other comprehensive income for the year ended March 31, 2025 would increase / decrease by ' 1,016 million, (for the year endedMarch 31, 2024: increase / decrease by ' 947 million) as a result of the change in fair value of equity investment measured at FVTOCI.
The Company manages the surplus funds majorly through investments in debt based mutual fund schemes. The price of investmentin these mutual fund schemes is reflected though Net Asset Value (NAV) declared by the Asset Management Company on dailybasis as reflected by the movement in the NAV of invested schemes. The Company is exposed to price risk on such Investments.
The sensitivity analysis below have been determined based on Mutual Fund Investment at the end of the reporting period.
If NAV has been 1% higher / lower:
Profit for year ended March 31, 2025 would increase / decrease by ' 5,916 million (for the year ended March 31, 2024 by ' 5,332million) as a result of the changes in fair value of mutual fund investments.
The Company’s objectives when managing capital are to:
- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders andbenefits for other stakeholders, and
- maintain an optimal capital structure to reduce the cost of capital
(viii) In respect of disputed Local Area Development Tax (LADT) (upto April 15, 2008) / Entry Tax, the amounts under dispute are' 21 million (as at March 31, 2024: ' 21 million) for LADT and ' 20 million (as at March 31, 2024: ' 20 million) for Entry Tax.The State Government of Haryana has repealed the LADT effective from April 16, 2008 and introduced the Haryana Tax onEntry of Goods into Local Area Act, 2008 with effect from the same date. After implementation of Goods & Services Act in2017, Entry Tax Act in Haryana was repealed.
(ix) (a) The Competition Commission of India (“CCI”) had passed an order dated August 25, 2014 stating that the Company
has violated certain sections of the Competition Act, 2002 for not making diagnostic tools and genuine spare partsfreely available in the open market and has imposed a penalty of ' 4,712 million. The Delhi High Court, on May 16,2019, disposed off the Company’s petition stating that the Company had alternative remedies available. Thereafter, theCompany filed a Special Leave Petition before the Supreme Court of India, wherein an interim stay on CCI’s order wasgranted on July 1, 2019 and the stay is continuing.
(b) The Competition Commission of India (“CCI”) had initiated suo-moto proceedings in the month of February 2019 allegingthat the Company has violated certain sections of the Competition Act, 2002 relating to resale price maintenance. TheCompany filed its response to the Director General’s investigation report against the Company before CCI on 9thApril 2021 and placed its final arguments during the virtual hearing on April 15, 2021. The Company has received theorder from CCI dated August 23, 2021, whereby the Commission has arrived at a decision against the Company anda penalty of ' 2,000 million was imposed on the Company for imposing a discount control policy. The Company is ofthe view that CCI has failed to consider voluminous evidence that it has submitted in its defence. The Company hasbeen legally advised that there are fair and reasonable grounds to contest the case. The Company has filed an appealbefore the National Company Law Appellate Tribunal (“NCLAT”) to vigorously defend its position against CCI order.The NCLAT has stayed the operation of CCI order including the cease and desist direction and penalty subject to theCompany depositing 10% of the penalty imposed i.e. ' 200 million. The Company had deposited ' 200 million and iscontesting the case.
Note: The amounts shown in item (A) represent the best possible estimates arrived at on the basis of available information. Theuncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have beeninvoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately or relate to a presentobligations that arise from past events where it is either not probable that an outflow of resources will be required to settle or areliable estimate cannot be made. The Company engages reputed professional advisors to protect its interests and has beenadvised that it has strong legal positions against such disputes.
(B) The Hon’ble Supreme Court in a ruling, had passed a judgment on the definition and scope of ‘Basic Wages’ under theEmployees’ Provident Funds and Miscellaneous Provision Act, 1952. Pending issuance of guidelines by the regulatoryauthorities on the application of this ruling, the impact on the Company for the previous periods, if any, cannot be ascertained.Currently, the Company has started providing for the revised liability w.e.f from April 1, 2019.
(C) The Ministry of Environment, Forest and Climate Change has notified the Environment Protection (End-of-Life Vehicles)Rules, 2025 (“”ELV Rules””) on January 6, 2025, which come into effect from April 1, 2025. In accordance with ELVrules, Extended Producer Responsibility (EPR) obligations are imposed on producers (“’’vehicle manufacturers””) for thescrapping of End-of-Life Vehicles. As per the ELV rules, such obligations are to be fulfilled through the purchase of EPRcertificates from registered Vehicle Scrapping Facilities via a Centralised Online Portal, which is yet to be developed andmade operational. In the absence of this portal, the registration of producers and vendors, pricing mechanism for EPRcertificates, and measurement framework for determining obligations are not yet available.
Consequently, the Company is currently unable to reliably estimate a range of possible outcomes and the impact will beevaluated once the implementation framework for determining the reliable estimate is established.
38 The Company had entered into a ‘Contract Manufacturing Agreement’ (CMA) on December 17, 2015 with Suzuki MotorGujarat Private Limited (SMG) which was then a fellow subsidiary. In accordance with the contractual terms, SMG duringthe term of this agreement, was to manufacture and supply vehicles on an exclusive basis to MSIL. The consideration forthe arrangement was to be the cost incurred by SMG to manufacture the cars which was to be charged to the Company onno-profit-no-loss basis.
The Company evaluated the arrangement in accordance with guidance provided in Ind AS 116 - Leases and concluded thatthe specified assets and right to use the same are implied in the agreement. The Company also evaluated the contractualrights and obligations including relating to pricing, termination and renewal and concluded that a reasonable certainty, asdefined by Ind AS 116 - Leases, does not exist across the lease period. Accordingly no right-of-use assets or lease liabilityhad been recognised on account of the given arrangement.
Further, as indicated above, in the absence of reasonable certainty, no right-of-use assets or lease liability was recognised.The payments made towards cost of purchase of vehicles recorded during the year includes ' 24,000 million (previous year' 22,141 million) towards a component of lease payment for specified assets [Written Down value of specified assets as onMarch 31, 2025 is ' 81,883 million (Previous year ' 92,580 million)], as per the information provided by SMG.
Subject to legal and regulatory compliances including minority shareholders approval, the Board of Directors at its meetingheld on July 31,2023 had approved termination of CMA with SMG and exercised the option to acquire 100% equity shares ofSMG from Suzuki Motor Corporation (SMC) and at its meeting held on October 17, 2023 had approved execution of a SharePurchase and Subscription Agreement (“SPSA”) to acquire 100% equity capital of SMG owned by SMC. Based on the termsof SPSA, the Company had discharged the consideration for such purchase of 100% of the SMG’s equity shares by way ofissue and allotment of the Company’s equity shares to SMC on a preferential basis for consideration other than cash.
Pursuant to the shareholders approval obtained through postal ballot for issue of equity shares to SMC on preferentialbasis, the Board of Directors at its meeting held on November 24, 2023 allotted 12,322,514 equity shares of the Companyhaving face value of ' 5 each to SMC, at a price of ' 10,420.85 per equity share at a total consideration of ' 128,411 million(Equity share capital of ' 62 million and Securities premium of ' 128,349 million) on a preferential basis for considerationother than cash, for the purchase of 100% of 12,841,107,500 equity shares of SMG owned by SMC at share exchange ratioof 1:1042.085.
Pursuant to such purchase of 100% equity shares from SMC, SMG, engaged in manufacturing and sale of motor vehicles,components and spare parts became a wholly owned subsidiary of the Company. Based on the terms of SPSA, SMG willcontinue to manufacture vehicles and parts and supply them to the Company on a ‘no-profit no-loss’ basis till March 31,2024 or any other date agreed between the Company and SMG. The Company and SMG mutually agreed to continue thearrangement till March 31, 2026 or such later date as the Company and SMG may decide by mutual agreement.
Further, the Board of Directors at its meeting held on January 29, 2025 had approved the Scheme of Amalgamation(“Scheme”) between the Company, Suzuki Motor Gujarat Private Limited (a wholly owned subsidiary of the Company) andtheir respective shareholders and creditors as per the applicable provisions of the Companies Act, 2013 (“Act”) and rulesframed thereunder. The First Motion application of the Scheme was filed on March 7, 2025 with the National CompanyLaw Tribunal, New Delhi. The Scheme is subject to the applicable statutory/ regulatory approvals as on the date of thesestandalone financial statements.
39 As per the requirements of proviso to Rule 3(1) of the Companies (Accounts) Rules, 2024, accounting software used by theCompany should have a feature of recording audit trail of each and every transaction. The Company’s IT environment isadequately governed with General information technology controls (GITCs) for financial reporting process and the Companyhas assessed all of its IT applications that are relevant for maintaining books of account.
The Company has used accounting software for maintaining its books of account for the year ended March 31, 2025.However, the audit trail (edit log) feature was not enabled during the year, as the Company is in the process of migrating toanother accounting software in the near future.
The Company has also used various related accounting software wherein, audit trail feature was enabled and which operatedat database level during the month of March 2025 for certain tables. These related accounting software did not have thefeature of recording audit trail (edit log) facility at application level. The Company has not noted any tampering of the audittrail feature in respect of the various related accounting software for which the audit trail feature was operating.
I n respect of third-party accounting software used by the Company for maintaining and processing certain transactions,the independent auditor’s report does not cover whether the audit trail was enabled or not, as per the requirements of theproviso to Rule 3(1) of the Companies (Accounts) Rules, 2014.
a) The Company had not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the relatedparties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are repayable ondemand or without specifying any terms or period of repayment.
b) The Company was not holding any benami property and no proceedings were initiated or pending against the Company forholding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
c) The Company had not been declared a wilful defaulter by any bank or financial institution or other lender (as defined underthe Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the ReserveBank of India.
d) The Company did not have any transactions with struck off companies under section 248 of the Companies Act, 2013 orsection 560 of Companies Act, 1956.
e) The Company has not traded or invested in Crypto currency or Virtual Currency during year ended March 31, , 2025.
f) The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sourcesor kind of funds) any funds to or in any other persons or entities, including foreign entities (“Intermediaries”), with theunderstanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
g) The Company has not received any funds from any persons or entities, including foreign entities (“Funding Parties”), withthe understanding, whether recorded in writing or otherwise, that the Company shall, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
h) The Company did not have any transaction which had not been recorded in the books of account that had been surrenderedor disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or surveyor any other relevant provisions of the Income Tax Act, 1961).
Export Promotion Capital Goods (EPCG) scheme allows import of capital goods including spares for pre-production,production and post production at zero customs duty subject to an export obligation of upto 6 times of customs duty savedon capital goods imported under EPCG scheme, to be fulfilled in 6 years reckoned from authorisation issue date.
The Company has been availing the benefit and have been importing capital goods under the scheme at zero customs duty.The Company has accounted for the benefits received in accordance with Ind AS 20 - Accounting for Government Grantsand Disclosure of Government Assistance. Accordingly, the Company has accounted for EPCG income amounting to ' Nil(March 31, 2024 : ' 41 million). Deferred government grant balance as on March 31, 2025 is ' 1,819 million (March 31, 2024 :' 836 million).
The benefit (savings of customs duty equivalent to non-cenvatable portion) obtained from the Government has been treatedas a Government grant, which has been accounted for as deferred benefit under other current liabilities in note 19 andrecognised as a cost of property, plant and equipment. As per the EPCG scheme, the Company has an export obligationequivalent to 6 times of total duty saved (refer note 36). The deferred benefit accounted for, shall be credited to Statementof Profit and Loss on a pro-rata basis as and when the export obligation is fulfilled.
50 The figures of previous year have been re-grouped, wherever necessary, to conform to the current year classification.
51 The standalone financial statements were approved by the Board of Directors and authorised for issue on April 25, 2025.For and on behalf of the Board of Directors
Hisashi Takeuchi Kenichiro Toyofuku Arnab Roy Sanjeev Grover
Managing Director and CEO Director (Sustainability) Chief Financial Officer Executive officer and Company Secretary
DIN: 07806180 DIN: 08619076 ICSI Membership No: F3788
Place: New DelhiDate: April 25, 2025