Provisions are recognized when the Company has apresent legal or constructive obligation as a result ofpast events, it is probable that an outflow of resourceswill be required to settle the obligation and the amountcan be reliably estimated. Provisions are not recognizedfor future operating losses. Provisions for restructuringare recognized by the company when it has developeda detailed formal plan for restructuring and has raiseda valid expectation in those affected that the companywill carry out the restructuring by starting to implementthe plan or announcing its main features to thoseaffected by it.
Where there are a number of similar obligations, thelikelihood that an outflow will be required in settlementis determined by considering the class of obligations asa whole. A provision is recognized even if the likelihoodof an outflow with respect to any one item included inthe same class of obligations may be small.
Provisions are measured at the present value ofmanagement's best estimate of the expenditurerequired to settle the present obligation at the end of thereporting period. The discount rate used to determinethe present value is a pre-tax rate that reflects currentmarket assessments of the time value of money andthe risks specific to the liability. The increase in theprovision due to the passage of time is recognized asinterest expense.
The measurement of provision for restructuringincludes only direct expenditures arising from therestructuring, which are both necessarily entailed bythe restructuring and not associated with the ongoingactivities of the company.
A disclosure for a contingent liability is made wherethere is a possible obligation that arises from pastevents and the existence of which will be confirmedonly by the occurrence or non-occurrence of one ormore uncertain future events not wholly within thecontrol of the Company or a present obligation thatarises from the past events where it is either notprobable that an outflow of resources will be required
to settle the obligation or a reliable estimate of theamount cannot be made.
Operating segments are reported in a mannerconsistent with the internal reporting provided to thechief operating decision maker.
Government grants are recognised where there isreasonable assurance that the grant will be receivedand all attached conditions will be complied with.When the grant or subsidy relates to revenue, it isrecognized as income on a systematic basis in thestatement of profit and loss over the periods necessaryto match them with the related costs, which they areintended to compensate. Where the grant relatesto an asset, it is recognized as deferred income andis allocated to statement of profit and loss over theperiods and in the proportions in which depreciation onthose assets is charged.
When loans or similar assistance are provided bygovernments or related institutions, with an interestrate below the current applicable market rate, the effectof this favorable interest is regarded as a governmentgrant. The loan or assistance is initially recognised andmeasured at fair value and the government grant ismeasured as the difference between the initial carryingvalue of the loan and the proceeds received. The loanis subsequently measured as per the accounting policyapplicable to financial liabilities.
The company enters into certain derivative contractsto hedge risks which are not designated as Hedges.Such contracts are accounted for at fair valuethrough profit or loss and are included in otherincome / expenses.
The Cash Flow Statement is prepared by the indirectmethod set out in Ind AS 7 on Cash Flow Statements,where by profit for the period is adjusted for the effectsof transactions of a non-cash nature, any deferrals oraccruals of past or future operating cash receipts orpayments and item of income or expenses associatedwith investing or financing cash flows. The cash flows
from operating, investing and financing activities of theCompany are segregated.
Adjusting events (that provides evidence of conditionthat existed at the balance sheet date) occurring afterthe balance sheet date are recognized in the financialstatements. Material non adjusting events (that areinductive of conditions that arose subsequent to thebalance sheet date) occurring after the balance sheetdate that represents material change and commitmentaffecting the financial position are disclosed in theBoard's Report.
Certain occasions, the size, type or incidence of anitem of income or expense, pertaining to the ordinaryactivities of the Company is such that its disclosureimproves the understanding of the performance ofthe Company, such income or expense is classified asan exceptional item and accordingly, disclosed in thenotes accompanying to the financial statements.
Ministry of Corporate Affairs ("MCA") notifies newstandards or amendments to the existing standardsunder Companies (Indian Accounting Standards)Rules as issued from time to time. During the yearended March 31, 2025, MCA has notified Ind AS 117
- Insurance Contracts and amendments to Ind AS 116
- Leases, relating to sale and lease back transactions,applicable from April 1, 2024. The Company hasassessed that there is no significant impact on itsfinancial statements. On May 9, 2025, MCA notifiesthe amendments to Ind AS 21 - Effects of Changesin Foreign Exchange Rates. These amendments aimto provide clearer guidance on assessing currencyexchangeability and estimating exchange rateswhen currencies are not readily exchangeable.The amendments are effective for annual periodsbeginning on or after April 1, 2025. The Companyis currently assessing the probable impact of theseamendments on its financial statements.
3.1 The preparation of the Company's financial statementsrequires management to make judgments, estimates
and assumptions that affect the reported amountsof revenues, expenses, assets, liabilities and theaccompanying disclosures.
These judgments, estimates and assumptions arebased on historical experience and other factors,including expectations of future events that may have afinancial impact on the company and that are believedto be reasonable under the circumstances.
This note provides an overview of the areas that involvea higher degree of judgments or complexities and ofitems which are more likely to be materially adjusteddue to estimates and assumptions to be different thanthose originally assessed. Detailed information abouteach of these judgments, estimates and assumptionsis mentioned below. These Judgments, estimates andassumptions are continually evaluated. They are basedon historical experience and other factors, includingexpectations of future events that may have a financialimpact on the Company and that are believed to bereasonable under the circumstances.
3.2 Significant Judgments:
Contingent liabilities:
The Company has received various orders and noticesfrom tax and other judicial authorities in respect of directtaxes and indirect taxes. The outcome of these mattersmay have a material effect on the financial position,results of operations or cash flows. The filing of a suitor formal assertion of a claim against the Company orthe disclosure of any such suit or assertions, does notautomatically indicate that a provision of a loss may beappropriate. Management regularly analyzes currentinformation about these matters and makes provisionsfor probable losses including the estimate of legalexpense to resolve the matters. In their assessmentsmanagement considers the degree of probability ofan unfavorable outcome and the ability to make asufficiently reliable estimate of the amount of loss.
3.3 Classification of Leasehold Land:
The company has entered into lease agreement forland at three of its facilities. The lease period is ofaround 85-95 years in respect of these premises andthe agreements have renewal options. These landsare situated in industrial estates, where the land isgenerally transferred through lease contracts and the
upfront lease payment amounts are significantly equalto the fair value of land. Accordingly, significant riskand rewards associated with the land are consideredto be transferred to the lessee.
Based on these considerations and overall evaluationof the agreements with the lessor, the managementbelieves that these lease contracts meet the conditionsof finance lease.
As part of its impairment assessment for non-financialassets (i.e. property, plant and equipment), themanagement needs to identify Cash Generating Unitsi.e. lowest group of assets that generate cash flowswhich are independent of those from other assets.Considering the nature of its assets, operations andadministrative structure, the management has definedall assets put together as a single Cash Generating Unit.
The Company has earned profit (before exceptionalitem) of '2262 lakh (PY. '1879 Lakh) for the financialyear ended 31 March 2025 and the Company's currentliabilities exceeds its current assets by '13949 lakh(P.Y. '10012 Lakh) as at 31 March 2025.
The Company's management has carried out anassessment of the Company's financial performanceand expects the Company to achieve significantimprovements in its financial performance with effectfrom financial year ending 31 March 2025 to enable itto continue its operations and to meet its liabilities asand when they fall due.
The Company has robust growth plans and driverevenue growth through strategic expansion andcapitalization.
The Company's newly developed Chakan ( Pune) facilityis poised to become a key revenue driver, with a sizableprojected earnings over the next three years alongwithplanned full capacity utilisation of Sanand ( Gujarat)facility with a strategic foresight and confidence inleveraging advanced manufacturing capabilities to fuel
sustainable growth by further capitalizing on existingrelationships with existing customers and forging newcollaborations with Industry leaders engaging withOEM giants such as TATA Motors, Mahindra, Hyundai,MG and Volkswagen.
Various initiatives undertaken by the Company inrelation to cost synergies, revenue managementopportunities, enhanced ancillary revenues, sale ofproperty, plant and Equipments and leasehold lands,sale of land available with subsidiary Company,.This will result in improvement in operating cash inflowin coming years. Further, continued thrust to improveoperational efficiency and initiatives to raise funds areexpected to result in sustainable cash flows
On the basis of the above assessment and consideringthe financial and other support from promoter directors,the Directors of the Company are of the opinion thatthe preparation of the financial statements of theCompany on a going concern basis is appropriate whichcontemplates realization of assets and settlement ofliabilities in the normal course of business.
Ind AS 108 Operating Segments requires Managementto determine the reportable segments for the purposeof disclosure in financial statements based onthe internal reporting reviewed by Chief OperatingDecision Maker (CODM) to assess performance andallocate resources.
The Company operates in the automotive segment.The automotive segment includes all activities relatingto development, design, manufacture, assembly andsale of auto component parts from which the Companyderives its revenues. The management considersthat these business units have similar economiccharacteristics like the nature of the products andservices, the nature of the production processes andnature of the regulatory environment etc.
Based on the management analysis, the Company hasonly one operating segment, so no separate segmentreport is given. The principal geographical areas inwhich the Company operates is India.
Impairment of Property, plant and equipment: Keyassumptions used:
The management has assessed current and forecastedfinancial performance of the Company and the currentmarket value of the assets to determine whethercarrying value of property, plant and equipment hassuffered any impairment. Impairment assessment isbased on estimates of future financial performance oropinions that may represent reasonable expectationsat a particular point of time. Such information,estimates or opinions are not offered as predictionsor as assurances that a particular level of incomeor profit will be achieved, that events will occur, orthat a particular price will be offered or accepted.Actual results achieved during the period covered bythe prospective financial analysis will vary and thevariations may be material.
Price increase or decrease due to change in major rawmaterial cost, pending acknowledgement from majorcustomers, is accrued on estimated basis. Also theCompany has made accruals in respect of unsettledprices for some of its other material purchase contractsand bought out components. These accruals are madeconsidering the past settlement arrangements with thevendors and customers respectively and the applicablemetal prices from published sources. Actual resultsof these considerations may vary and the variationsmay be material.
Further, the management has assessed and believesthat the timing of cash outflow pertaining to thisaccruals are uncertain and hence considered thesame as payable on demand and classified undercurrent liabilities.
The cost of the defined benefit gratuity plan, otherretirement benefits, the present value of the gratuityobligation and other retirement benefit obligation aredetermined using actuarial valuations. An actuarialvaluation 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 thecomplexities involved in the valuation and its long-termnature, a defined benefit obligation is highly sensitiveto changes in these assumptions. All assumptions arereviewed at each reporting date.
The parameter most subject to change is the discountrate. In determining the appropriate discount rate,the management considers the interest rates ofgovernment bonds in currencies consistent with thecurrencies of the post-employment benefit obligation.The mortality rate is based on Indian AssuredLives Mortality (2012-14) Ultimate. Those mortalitytables tend to change only at interval in responseto demographic changes. Future salary increasesand gratuity increases are based on expected futureinflation rates. Further details about gratuity obligationsare given Note 45.
3.10 Fair value measurement of unquoted financialinstruments:
When fair values of financial assets and financialliabilities recorded in the balance sheet cannot bemeasured based on quoted prices in active markets,their fair values is measured using valuation techniquesincluding DCF method. The inputs to these models aretaken from observable markets where possible, butwhere not feasible, a degree of judgment is requiredin establishing fair values. Judgments includeconsideration of inputs such as liquidity risk, creditrisk and volatility. Changes in assumptions aboutthese factors could affect the reported value offinancial instruments.
3.11 Impairment of financial assets:
The impairment provisions for financial assets arebased on assumptions about risk of default andexpected loss rates. The Company uses judgmentin making these assumptions and selecting theinputs to the impairment calculation, based on theCompany's past history, existing market conditions aswell as forward looking estimates at the end of eachreporting period.
In determining the lease term, management considersall facts and circumstances that create an economicincentive to exercise an extension option, or notexercise a termination option. Extension options (orperiods after termination options) are only included inthe lease term if the lease is reasonably certain to beextended (or not terminated).
The leases do not contain options which give a rise toa sole right to extend the lease.
The charge in respect of periodic depreciation isderived after determining an estimate of an asset'sexpected useful life and the expected residual value atthe end of its life. Increasing an asset's expected life orits residual value would result in a reduced depreciationcharge in the statement of profit and loss. The usefullives and residual values of assets are determined bymanagement at the time the asset is acquired andreviewed annually for appropriateness. The lives arebased on historical experience with similar assets aswell as anticipation of future events which may impacttheir life such as changes in technology.
b) Koderat Investments Limited : i) The Company has invested in wholly owned subsidiary, Koderat Investments Ltd.(Cyprus). In turn the subsidiary utilized the same for investment in S.Z. Design SRL and Zagato SRL Milan Italy.S.Z. Design SRL and Zagato SRL Milan Italy have issued 49% of equity shares to Koderat Investments Ltd(Cyprus).Further to Note-10 on page-77 in Notes to Accounts of the Annual Report 2010, Concordato Preventivo procedureunder Italian Laws, originally scheduled on 20th September, 2011 was postponed to 20th October, 2011 and was finallyheld on 23rd February, 2013, however the tribunal / Italian courts had reserved the decision. Till date the ConcordatoPreventivo has not given any decision. The company has adopted fair value at 'NIL as deemed cost at transition date i.e.April 01, 2016 as per Ind AS 109. ii) Koderat Investments Limited, an overseas subsidiary of the compnay has investedin Zagato sr.l. and SZ Design s.r.l.; Italy (Associate Companies). Theses associate companies are under voluntaryliquidation in their respective jurisdiction Zagato s.r.l. excluded Koderate Investments Limited as a 'Shareholder' bypassing a shareholders resolution as per their local law. Hence, Koderat Investments Limited does not have any controlover the accounts of Zagato s.r.l. and SZ Design s.r.l, As per the opinion of the Management, this subsidiaary is notmaterial to the group.
*The Company entered into a Share Purchase Agreement (SPA) with M/s. MNSC Realty Pvt. Ltd. ("Purchaser'') on August 08, 2023, for thesale of its entire stake in Autoline Industrial Park Limited (AIPL), a material subsidiary. The stake comprised 342, 56,089 equity shares,representing 43% of AlPLs total share capital, for a total consideration of ' 9,516.63 lakhs. In line with this transaction, the investment in AIPLwas classified as 'Asset Held for Sale' in the Company's financial statements.
As of March 31, 2025, the Company had received ' 8,450 lakhs from the Purchaser and had transferred 228, 57,513 equityshares, constituting 66.73% of the Company's holding in AIPL. In line with this transaction, the investment in AIPL has beenclassified as 'Asset Held for Sale' in the Company's financial statements. The company relinquished control over AIPLeffective April 15, 2025, upon the transfer of the above shares. Consequently, considering this is a subsequent non-adjustingevent as on March 31, 2025, the actual sale of the stake in the subsidiary will take place in the next financial year based onfurther payment and other contractual covenants compliance.
The Company being holding company, there are no shares held by any other holding company and their subsidiaries.
There are no bonus shares issued for consideration other than cash and shares bought back during the period of fiveyears immediately preceding the reporting date.
The company had issued 44,12,237 (Forty-Four Lakhs Twelve Thousand Two Hundred and Thirty-Seven) fully paidCompulsorily Convertible Debentures (CCDs) of ' 10/- each at a value of '102.50 (Rupees One Hundred and Twoand Fifty Paisa) each carrying an interest at the rate of 12% per annum, payable on a half-yearly basis. The Companyallotted 42, 12,237 CCDs in two tranches respectively on December 28, 2023 and January 01,2024 with a lock in periodof maximum one year. The Company has converted the said 42,12,237 CCDs into 42,12,237 no of Equity Shares onDecember 27, 2024, of a face value of ' 10/- each with a premium of ' 92.50 each . The Listing Applications, for theabove said allotted shares, issued from the NSE on May 12, 2025 and from BSE on May 13, 2025.
Revaluation Reserve is used to record the revaluation amount which represents the current and probable future value ofassets which is higher than the recorded historic cost of the same asset.
Represents amounts transferred from retained earnings in earlier years as per the requirements of the erstwhileCompanies Act, 2013 and transition adjustments on implementation of new accounting standards.
This reserve represents the comulative gains (net of losses) arising on the revaluation of Equity Instruments measuredat fair value through Other comprehensive Income, net of amounts reclassified, If any , to Retained Earnings when thoseinstruments are disposed off.
Equity component of compound financial instruments is represent for amount of compulsory convertible debentures
The Company had issued 22,00,000 convertible share warrants on preferential basis to the Promoters pursuant to theshareholders' approval obtained on November 7, 2023. The warrants were allotted on January 01,2024 at a price of '102.50each ("warrant price") upon receipt of 25 % upfront amount '563.75 Lakh.
The Company had alloted 26,00,755 CCDs at a price of '102.50 each in first tranche on December 28, 2023 fully paid up and16,11,482 CCDs at price of '102.50 each in second tranche on January 01, 2024 fully paid up.
2142857 fully paid Secured Optional Convertible Debentures of Face Value of '70 each amounting to ' 1500.00 lakh issuedby the Company during the year. The Debenture shall carry interest rate of 9% per annum and for a maximum period of 18months from the date of allotment i.e. November 10, 2020 and thereafter Redeemed during the year 2022-23. The Balance ofequity component related to OCD has been transferred to retained earning during 2023-24.
The Company had issued 44,12,237 (Forty-Four Lakhs Twelve Thousand Two Hundred and Thirty-Seven) fully paidCompulsorily Convertible Debentures (CCDs) of '10 each, at an issue price of '102.50 per CCD, carrying an interest rate of12% per annum, payable on a half-yearly basis. At the time of issuance, the Company recognized an equity component inrespect of these CCDs. Subsequently, on December 27, 2024, the said 42,12,237 CCDs were converted into 42,12,237 equityshares of '10 each, issued at a premium of '92.50 per share. Accordingly, the equity component recognized earlier hasnow been utilized.
1. Bank of Baroda's working capital are secured by exclusive First Charge by way of equitable mortgage of factory land &building, office building and hypothecation of other fixed assets of the Company viz. Plant & Machinery, Tools & Dies,Instruments & Equipments, Furniture & Fixture, Electrical Installation, Office Equipments, Computers, etc. both presentand future situated at Plot No.5, 6 & 8, Tata Motors Ltd. Vendor Park, Rudrapur, Uttarakhand and first pari passu by wayof mortgage of factory land & building, office building and hypothecation of other fixed assets of the Company viz.Plant & Machinery, Tools & Dies, Instruments & Equipments, Furniture & Fixture, Electrical Installation, Office Equipments,Computers, etc., both present and future situated at S.No. 313,314, 320 to 323, at Nanekarwadi, Chakan, Pune 410501.(called as Chakan Unit- II).
2. Tata Motors Finance Solutions Ltd 's Term loans are secured by First Pari Passu charge on Land & Building, Plant& Machinery of the Company situated at S. No. 313, 314, 320 to 323, Nanekarwadi, Chakan, Tal Khed, Dist Pune .Further they are secured by First & Exclusive charge on land, Building, Plant & Machinery both present and futuresituated at Survey no. 287, 291 to 295 and 298 Nanekarwadi, Taluka Khed, Dist Pune and first exclusive charge onland and building, plant & machinery situated at Plot No. 186-A, Belur Industrial Area growth Centre, Opp. High Court,Dharwad, Karnataka.
3. HDFC Bank Ltd Term Loans are secured by Exclusive charge of land & building, plant & machinery situated at PlotNo. AV-34, Sanand Industrial Estate, Sanand, Nalsarovar, Ahmedabad, Gujarat-382110.Exclusive charge on the Plant &Machinery installed at Pune Plant Finance by HDFC Bank Ltd. Also Personal Gaurantee of Managing Director and OnePromotor Director is given to HDFC Bank for Term Loan.
4. Personal Gaurantee of Managing Director and One Promotor Director is given for Loan amount '10Crs from Mahindraand Mahindra Financial Services Limited.
5. (A) Credit facilities of Bank Of Baroda are secured by personal guarantee of Managing Director, One Promotor Director
and one employee of the company and for LC limit of '1900 Lakh.
(B) Credit Facilities of Tata Motors Financial Services Ltd are further guaranteed by Managing Director and OnePromotor Director in their personal capacity.
(C) Credit Facilities of HDFC Bank Ltd. are further guaranteed by Managing Director and One Promotor Director in theirpersonal capacity.
6. Interest rate for above loans are range between 7.85% to 16.45%.
Contract liabilities is increased as compare to previous year due to customer advances received for new productdevelopment projects.
The Company satisfies its performance obligations pertaining to the sale of auto components at point in time whenthe control of goods is actually transferred to the customers. No significant judgment is involved in evaluating when acustomer obtains control of promised goods. The contract is a fixed price contract and do not contain any financingcomponent. The payment is generally due within 30-90 days. There are no other significant obligations attached in thecontract with customer.
There is no remaining performance obligation for any contract for which revenue has been recognised till period end.Further, the Company has not applied the practical expedient as specified in para 121 of Ind AS 115 as the Companydo not have any performance obligations that has an original expected duration of one year or less or any revenuestream in which consideration from a customer corresponds directly with the value to the customer of the Company'sperformance completed to date.
There is no significant judgements involved in ascertaining the timing of satisfaction of performance obligations,in evaluating when a customer obtains control of promised goods, transaction price and allocation of it to theperformance obligations.
F) Determining the transaction price and the amounts
The transaction price ascertained for the only performance obligation of the Company (i.e. Sale of goods) is agreed inthe contract with the customer. There is no variable consideration involved in the transaction price except for refund dueto shortages which is adjusted with revenue.
There is no cost incurred for obtaining or fulfilling a contract and there is no closing assets recognised from the costsincurred to obtain or fulfil a contract with a customer.
The carrying amount of trade receivables, cash and cash equivalent, bank balances other than cash and cash equivalent,other current financial assets, short term borrowings, trade payables and other financial liabilities are considered to be sameas their fair values, due to their short term nature. The Company has availed long term borrowings from banks and financialinstitutions carrying interest in the range of 7.85% to 16.45%. The carrying values approximates their respective fair values.Similarly the fair value of non-current financial assets also approximates its carrying value.
The Cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value.
The fair values of all financial instruments carried at amortised cost are not materially different from their carrying amountssince they are either short-term in nature or the interest rates applicable are equal to the current market rate of interest.
The fair value of investments in mutual funds are based on the price quotation at the reporting date obtained from the assetmanagement companies.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. The Company does not have anyfinancial asset in this measurement category.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, mutual funds, over-thecounter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely aslittle as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, theinstrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Valuation technique used to determine fair value
Specific valuation technique used to value financial instruments include
- Fair value of forward foreign exchange contracts is determined using forward exchange rate as at the balance sheet date
- Fair value of remaining financial instruments is determined using discounted cash flow analysis
Valauation processes
For valuation of financial assets and liabilities, the finance department of the company includes a team that performs thevaluation of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. Discussions ofvaluation processes and results are held between the CFO and the valuation team on regular basis.
The Company's financial risk management is an integral part of how to plan and execute its business strategies, the Companyis exposed primarily to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financialperformance of the Company, the Company has a system based approach and procedures and internal financial controlsaimed at ensuring early identification, evaluation and management of key financial risks which covers risks associated withthe financial assets and liabilities such as credit risks, liquidity risk etc. The risk management policy is approved by theboard of directors. The risk management framework aims to achieve greater predictability to earnings by determining thefinancial value of the expected earnings in advance. Company's risk management framework has the objective of ensuringthat such risks are managed within acceptable and approved risk parameters in a disciplined and consistent manner and incompliance with applicable regulation. It also seeks to drive accountability in this regard.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availabilityof funding through an adequate amount of committed credit facilities to meet obligations when due and to close outmarket positions. Liquidity risk refers to the probability of loss arising from a situation where there will not be enoughcash and/or cash equivalents to meet the needs of depositors and borrowers, sale of illiquid assets will yield less thantheir fair value and illiquid assets will not be sold at the desired time due to lack of buyers. The primary objective ofliquidity management is to provide for sufficient cash and cash equivalents at all times and any place in the world toenable us to meet our payment obligations. Currently the company is facing liquidity crises due to huge interest cost.
Management monitors rolling forecast of the company's liquidity position and cash and cash equivalents on the basisof expected cash flows. The Company's liquidity management policy involves projecting cash flows and considering thelevel of liquid assets necessary to meet this.
The tables below analyses the Company's financial liabilities into relevant maturity groupings based on their contractualmaturities for all non-derivative financial liabilities and net and gross settled derivative financial instruments for whichthe contractual maturities are essential for an understanding of the timing of the cash flows.
Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result froma change in the price of a financial instrument. The value of a financial instrument may change as a result of changes inthe, foreign currency exchange rates, liquidity and other market changes. Financial instruments affected by market riskinclude loans and borrowings, deposits, FVTOCI investments.
The company has fixed rate borrowing and variable rate borrowings in order to obtain more efficient leverage.The fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk asdefined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of achange in market interest rates. Floating rate debt results in cash flow interest rate risk. The company has takenboth interest rate risk debts for managing its liquidity and day to day requirements of the funds.
The exposure of the borrowings [long term and short term (excluding bill discounting receivable )] to interest ratechanges at the end of the reporting period are as follows :
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to thecontractual terms or obligations. Credit risk encompasses both the direct risk of default and the risk of deteriorationof creditworthiness. Credit risk arises from cash and cash equivalents, other balances and deposits with bank andfinancial institutions and trade receivables, derivative financial instruments and financial guarantees.
For banks and financial institutions, only high rated banks/institutions are accepted. For other financial assets, theCompany considers the probability of default upon initial recognition of asset and whether there has been a significantincrease in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significantincrease in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with therisk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-lookinginformation. Especially the following indicators are incorporated: (A). actual or expected significant adverse changes inbusiness, financial or economic conditions that are expected to cause a significant change to the counterparty abilityto meet its obligations (B). actual or expected significant changes in the operating results of the counterparty (C).significant increase in credit risk on other financial instruments of the same counterparty (D). significant changes in thevalue of the collateral supporting the obligation or in the quality of thirdparty guarantees or credit enhancements
In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are morethan 90 days past due. A default on a financial asset is when the counterparty fails to make contractual payments within365 days of when they fall due. This definition of default is determined by considering the business environment inwhich entity operates and other macro-economic factors.
The carrying amount of financial assets represents the maximum credit exposure. None of the Company's cashequivalents, including time deposits with banks, are past due or impaired. Regarding trade receivables and otherreceivables, and other financial assets that are neither impaired nor past due, there were no indications as at March 31,2025, that defaults in payment obligations will occur.
The Company follows 12 months expected credit losses (expected credit losses that result from those default eventson the financial instrument that are possible within 12 months after the reporting date) model for recognition ofimpairment loss on financial assets measured at amortised cost other than trade receivables. The Company followslifetime expected credit loss model (simplified approach) for recognition of impairment loss on trade receivables.
The Company's objectives when managing capital are to:
• Safegaurd their ability to continue as a going concern, so that they can continue to provide returns for shareholders andbenefits for other stakeholders, and
• To Maintain an optimal capital structure to reduce the cost of capital.
The company determines the amount of capital required on the basis of annual opearting plans, long term product andmaintainig other strategic investment plans. The funding requirements are met through equity, long term borrowings andshort term borrowings. The company's policy is aimed at maintaining optimum combination of short term and long termborrowings. The company manages its capital structure and makes adjustments considering the economic environment, thematurity profile of the overall debt of the company and the requirement of the financial covenants.
Ind AS 108 establishes standards for the way that public business enterprises report information about operating segmentsand related disclosure about products and services, geographic areas and major customer. The company is engagedmainly in the business of manufacturing sheet metal auto components and assemblies thereof. Based on the 'managementapproach' as defined in Ind As 108, the 'Chief Operating Decision Maker' (CODM) considers entire business as singleoperating segment. The Company's operating divisions are managed from India. The principal geographical areas in whichthe company operates are India.
The claims subject to legal proceedings, have arisen in the ordinary course of business. The management does not reasonablyexpect that these claims and commitments, when ultimately concluded and determined, will have a material and adverseeffect on the Companies results of operations or financial conditions.
In addition to above there are certain pending cases in respect of labour matters, the impact of which is not quantifiable andis not expected to be material.
(a) The Company has received various demand/notices from the GST & VAT/Sales Tax Department on various matters.The company has filed appeal for these demand/notices and does not expect any significant outflows. Major demandis for mismatch between details as per the Company with that filed by vendors and other matters for which demand israised and interest/penalty is charged. Further, the Company has reviewed all its pending litigations and proceedingsand has adequately provided for where provisions are requried and disclosed as contingent liabilities where applicable,in the financial statements. The management believes that the ultimate outcome of above proceeding will not have amaterial adverse effect on the Company's financial position and results of operations.
(b) There are numerous interpretative issues relating to Supreme Court (SC) judgement dated 28th February, 2019, relatingto components/allowances paid that need to be taken into account while computing an employer's contribution toprovident fund under the Employees Provdent Funds and Miscellaneous Provident Act, 1952. The Company has alsoassess the matter and basis the same there is no material impact on the financial statements as at 31 March 2024.The Company would record any further effect on its financial statements, on receiving additional clarity on the subject.
(c) The Company is contesting various claims relating to labour matters and the management believes its position willlikely be upheld in the appellate process. The management believes that the ultimate outcome of above proceeding willnot have a material adverse effect on the Company's financial position and results of operations.
(d) The Company is involved in a legal dispute initiated by CJ Holdings North America LLC in the United States of America inconnection with a previously executed settlement agreement. While the Company has denied the majority of the claims,it has acknowledged and recorded principal dues relating to the partial unpaid balance. The Company has also filed acounterclaim against CJ Holdings North America LLC for breach of confidentiality and non-disparagement provisions.As the matter is sub judice and the outcome remains uncertain, no provision has been recognised in the financialstatements. The matter has, however, been disclosed as a contingent liability.
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assetsare sufficient to meet the obligations related to lease liabilities as and when they fall due.
(ii) Variable Lease payments
Estimation uncertainty arising from variable lease paymentsThere were no leases with variable lease payments.
(iii) Extension and termination options
Extension and termination options are considered in a number of leases across the Company. These termsare used to maximise operational flexibility in terms of managing contracts. The majority of extensionand termination options held are exercisable on a mutual consideration between lessor and the Company.Therefore the extension and termination option is not considered.
(iv) Residual value guarantees
There were no leases with residual value guarantees.
Compensated absences:- The leave obligation covers the Group's liability for earned leave. Accumulated compensated Iabsences, which are expected to be availed or encashed within 12 months from the end of the year end are treated as currentemployee benefits. The obligation towards the same is measured at the expected cost of accumulating compensatedabsences as the additional amount expected to be paid as a result of the unused entitlement as at the year end.
The Company offers the following employee benefit schemes to its employees:
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are incontinuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination isthe employees last drawn salary per month computed proportionately for 15 days salary mutiplied for the number of years ofservice. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India. The Companydoes not fully fund the liability and maintains a target level of funding to be maintained over a period of time based onestimations of expected gratuity payments.
Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below :
The defined benefit obligation is calculated using a discount rate based on government bonds. If bond yields fall, thedefined benefit obligation will tend to increase.
Higher than expected increases in salary will increase the defined benefit obligation.
For example,as the plan is open to new entrants, an increase in Membership will increase the defined benefit obligation.Also,the plan only provides benefits upon completion of a vesting criteria. Therefore, if turnover rates increase then theliability will tend to fall as fewer employees reach vesting period.
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration withthe defined benefit liabilities, the company is success fully able to neutralize valuation swings caused by interest ratemovements. Hence companies are encouraged to adopt asset-liability management.
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice canhave a significant impact on the defined benefit liabilities.
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes.Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilitiesespecially unexpected salary increases provided at management's discretion may lead to uncertainties in estimatingthis increasing risk.
7. Asset Risks:
A) All plan assets are maintained in a trust fund managed by a public sector insurer viz; LIC of India. LIC has a sovereignguarantee and has been providing consistent and competitive returns over the years.The company has opted for atraditional fund where in all assets are invested primarily in risk averse markets. The company has no control over themanagement of funds but this option provides a high level of safety for the total corpus. A single account is maintainedfor both the investment and claim settlement and hence100%> liquidity is ensured. Also interest rate and inflation riskare taken care of.
The company has certain defined contribution plans. Contributions are made to provident fund in India at the rateof 12% as per local regulations. The contributions are made to the provident fund administered by the government.The obligation of the company is limited to the amount contributed and it has no further contractual or any constructiveobligation.The company also has liability to contribute to other defined contribution plans. The company has recognisedthe following amounts in the statement of Profit and Loss.
As per the Ministry of Corporate Affairs (MCA) notification, proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014,for the financial year commencing April 1,2023, every company which uses accounting software for maintaining its books ofaccount, shall use only such accounting software which has a feature of recording audit trail of each and every transaction,creating an edit log of each change made in the books of account along with the date when such changes were made andensuring that the audit trail cannot be disabled. The interpretation and guidance on what level edit log and audit trail needsto be maintained evolved during the year and continues to evolve.
The Company has not operated the audit trail functionality throughout the year at both the application and database levelsfor all relevant transactions recorded in its software systems. The Company uses Spine Payroll software, wherein the audittrail feature is not enabled at the database level to capture direct data modifications. Further, the accounting software in usedoes not have the feature of recording an audit trail.
The Company has borrowings from Bank of Baroda on the basis of security of current assets. Details of the quarterly returnsand statements of current assets filed by the Company with Bank of Baroda with the books of accounts are as follows.
The Parliament of India has approved the Code on Social Security, 2020 which may have an impact on the contributions bythe Company on Employee benefit expenses, Provident Fund, Insurance and Gratuity. Further, the Ministry of Labour andEmployment, Government of India has published draft rules for the Code on Social Security, 2020 on November 13, 2020 andhas solicited comments/ suggestions from the stakeholders. Accordingly, the Company will evaluate the impact of the saidlegislation and the Rules notified thereunder, and would eventually apportion the impact in its financial statements in theperiod in which the Code on Social Security, 2020 is enacted.
The company enters into "international & domestic transactions" with specified parties that are subject to the T ransfer Pricingregulations under the Income Tax Act, 1961 ('regulation'). The pricing of such transactions will need to comply with Arm'slength principle under the regulations. These regulations, inter alia, also required the maintenance of prescribed documentsand information including furnishing a report from an accountant which is to be filed with the Income tax authorities.
The company has undertaken necessary steps to comply with the regulations. The management is of the opinion that thetransactions are at arm's length, and hence the aforesaid legislation will not have any impact on the financial statements,particularly on the amount of tax expense and that of provision for taxation.
The Company has not revalued its property, plant and equipment or intangible assets or both during the current or previous year.
No proceedings have been initiated on or are pending against the Company for holding benami property under the BenamiTransactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
The Company has not been declared as a Wilful Defaulter by any bank or financial institution or government or anygovernment authority.
The Company has no transactions with the companies struck off under Section 248 of the Companies Act, 2013 or Section560 of the Companies Act, 1956.
There are no charges or satisfaction yet to be registered with Registrar of Companies (ROC) beyond the statutory period.
The Company has complied with the number of layers prescribed under the Section 2(87) of the Companies Act, 2013 readwith Companies (Restriction on number of layers) Rules, 2017.
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previousfinancial year.
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under theIncome Tax Act, 1961, that has not been recorded in the books of account.
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sourcesor kind of funds) by the Company to or in any other person or entity, including foreign entities ("Intermediaries") with theunderstanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in paries identified by or onbehalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(Funding Party) withthe understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identifiedby or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries
The Company has four (4) Subsidiary Companies and Two (2) Associates: (i) Autoline Industrial Parks Limited [significantinfluence 43% stake] (ii) Autoline Design Software Limited (iii) Autoline E-Mobility Private Limited (iv) Koderat InvestmentsLtd. Cyprus (non-Operative). SZ Design SRL - (Under Liquidation) and Zagato SRL Milan Italy (Voluntary Liquidation) areAssociates of Koderate Investments Ltd (Subsidiary).
The figures for the corresponding period / year have been regrouped and rearranged wherever necessary to makethem comparable
For and on behalf of the Board of Directors
SHIVAJI AKHADE SUDHIR MUNGASE
Managing Director Whole Time Director
DIN: 00006755 DIN:00006754
VENUGOPAL RAO PENDYALA UTTAM BISWAS PRANVESH TRIPATHI
Place : Pune Chief Executive Officer Chief Financial Officer Company Secretary
Date : May 24, 2025 Mem.No.078169 Mem.No.A16724