3.18 Provisions and contingencies
A provision is recognised in the standalone financialstatements where there exists a present obligation asa result of a past event, the amount of which can bereliably estimated, and it is probable that an outflowof resources would be necessitated in order to settlethe obligation. If the effect of the time value of money
is material, provisions are discounted using a currentpre-tax rate that reflects, when appropriate, the risksspecific to the liability. When discounting is used, theincrease in the provision due to the passage of time isrecognised as a finance cost. Provisions are reviewedat each balance sheet date and adjusted to reflectthe current best estimates. Contingent liabilitiesare not recognised but are disclosed in the notesunless the outflow of resources is considered to beremote. Contingent assets are neither recognisednor disclosed in the standalone financial statements.
3.19 Equity, reserves and dividend payments
Equity shares are classified as equity. Incrementalcosts directly attributable to the issue of new sharesare shown in equity as a deduction, net of tax, fromthe proceeds.
Retained earnings include current and prior periodretained profits. All transactions with owners of theCompany are recorded separately within equity.
Dividend payable to equity shareholders areincluded in other liabilities when the dividends havebeen approved in a general meeting prior to thereporting date.
3.20 Earnings per share
Basic earnings or loss per share are calculatedby dividing the net profit or loss for the periodattributable to equity shareholders by the weightedaverage number of equity shares outstanding duringthe period. The weighted average number of equityshares outstanding during the period is adjustedfor events such as bonus issue, bonus element ina rights issue, share split, and reverse share split(consolidation of shares) that have changed thenumber of equity shares outstanding, without acorresponding change in resources.
For the purpose of calculating diluted earnings orloss per share, the net profit or loss for the periodattributable to equity shareholders and the weightedaverage number of shares outstanding during theperiod are adjusted for the effects of all dilutivepotential equity shares.
3.21 Fair value measurement
The Company measures financial instruments suchas investments in mutual funds, investment incertain equity shares etc. at fair value at each balancesheet date.
Fair value is the price that would be received tosell an asset or paid to transfer a liability at themeasurement date.
All assets and liabilities for which fair value is measuredor disclosed in the standalone financial statementsare categorised within the fair value hierarchy,described as follows, based on the lowest level inputthat is significant to the fair value measurement asa whole:
• Level 1 — Quoted (unadjusted) market prices inactive markets for identical assets or liabilities
• Level 2 — Valuation techniques for whichthe lowest level input that is significant tothe fair value measurement is directly orindirectly observable
• Level 3 — Valuation techniques for which thelowest level input that is significant to the fairvalue measurement is unobservable.
For the purpose of fair value disclosures, the Companyhas determined classes of assets and liabilities onthe basis of the nature, characteristics and risks ofthe asset or liability and the level of the fair valuehierarchy as explained above.
3.22 Financial instruments
I. Financial assets
(a) Initial recognition and measurement
All financial assets are recognised initially atfair value plus, in case of financial assets notrecorded at fair value through profit or loss,transaction costs that are attributable to theacquisition of the financial asset, which are notat fair value through profit and loss, are added tofair value on initial recognition. Transaction costsof financial assets carried at fair value throughprofit or loss are expensed in statement of profitand loss. However, trade receivable that do notcontain a significant financing component aremeasured at transaction price.
(b) Subsequent measurement
(i) Financial assets carried at amortised cost
A financial asset is subsequently measuredat amortised cost if it is held within abusiness model whose objective is to holdthe asset in order to collect contractualcash flows and the contractual terms of the
financial asset give rise on specified datesto cash flows that are solely paymentsof principal and interest on the principalamount outstanding.
(ii) Financial assets at fair value throughother comprehensive income (FVTOCI)
A financial asset is subsequently measuredat fair value through other comprehensiveincome if it is held within a businessmodel whose objective is achieved byboth collecting contractual cash flows andselling financial assets and the contractualterms of the financial asset give rise onspecified dates to cash flows that are solelypayments of principal and interest on theprincipal amount outstanding.
(iii) Financial assets at fair value throughprofit or loss (FVTPL)
A financial asset which is not classified in anyof the above categories are subsequentlyfair valued through statement of profitand loss.
(c) Impairment of financial assets
(i) The Company assesses on a forward¬looking basis the expected credit losses(ECL) associated with its assets measuredat amortised cost and assets measured atfair value through other comprehensiveincome. The impairment methodologyapplied depends on whether there has beena significant increase in credit risk. Note39 details how the Company determineswhether there has been a significantincrease in credit risk.
(ii) Investments in subsidiaries, associates andjoint ventures are carried at cost/deemedcost applied on transition to Ind AS, lessaccumulated impairment losses, if any.Where an indication of impairment exists, thecarrying amount of investment is assessedand an impairment provision is recognised,if required immediately to its recoverableamount, being the higher of value in use orfair value less costs to sell. On disposal ofsuch investments, difference between thenet disposal proceeds and carrying amount isrecognised in the statement of profit and loss.
(d) De-recognition of financial assets
A financial asset is derecognised when:
• The Company has transferred the rightto receive cash flows from the financialassets or
• Retains the contractual rights to receivethe cash flows of the financial assets, butassumes a contractual obligation to pay thecash flows to one or more recipients.
Where the entity transfers the financial asset, itevaluates the extent to which it retains the riskand rewards of the ownership of the financialassets. If the entity transfers substantiallyall the risks and rewards of ownership of thefinancial asset, the entity shall derecognisethe financial asset and recognise separately asassets or liabilities any rights and obligationscreated or retained in the transfer. If the entityretains substantially all the risks and rewards ofownership of the financial asset, the entity shallcontinue to recognise the financial asset.
Where the entity has neither transferred afinancial asset nor retains substantially all risksand rewards of the ownership of the financialasset, the financial asset is derecognised if theCompany has not retained control of the financialassets. Where the Company retains controlof the financial assets, the asset is continuedto be recognised to the extent of continuinginvolvement in the financial asset.
II. Financial liabilities
(a) Initial recognition and subsequentmeasurement
All financial liabilities are recognised initially atfair value and in case of borrowings and payables,net of directly attributable cost.
Financial liabilities are subsequently carriedat amortised cost using the effective interestmethod. For trade and other payables maturingwithin one year from the balance sheet date,the carrying amounts approximate fair valuedue to the short maturity of these instruments.Changes in the amortised value of liability arerecorded as finance cost.
III. Fair value of financial instruments
In determining the fair value of its financialinstruments, the Company uses a variety of methodsand assumptions that are based on market conditionsand risks existing at each reporting date. The methodsused to determine fair value include discountedcash flow analysis, available quoted market prices.All methods of assessing fair value result in generalapproximation of value, and such value may varyfrom actual realisation on future date.
IV. Offsetting of financial instruments
Financial assets and financial liabilities are offset andthe net amount is reported in the balance sheet ifthere is a currently enforceable legal right to offsetthe recognised amounts and there is an intention tosettle on a net basis, to realise the assets and settlethe liabilities simultaneously.
3.23 Derivative financial instruments
The Company enters into a variety of derivativefinancial instruments to manage its exposure tointerest rate and foreign exchange rate risks, includingforeign exchange forward contracts, interest rateswaps and cross currency swaps.
Derivatives are initially recognised at fair value at thedate the derivative contracts are entered into andare subsequently re-measured to their fair value atthe end of each reporting period. The resulting gainor loss is recognised in statement of profit and lossimmediately unless the derivative is designated andeffective as a hedging instrument, in which eventthe timing of the recognition in the statement ofprofit and loss depends on the nature of the hedgingrelationship and the nature of the hedged item.
3.24 Significant accounting judgements, estimatesand assumptions
The preparation of the Company's standalone financialstatements requires management to make judgements,estimates and assumptions that affect the reportedamounts of revenues, expenses, assets and liabilities,and the accompanying disclosures, and the disclosureof contingent liabilities. Uncertainty about theseassumptions and estimates could result in outcomesthat require a material adjustment to the carryingamount of assets or liabilities affected in future periods.
Estimates and assumptions
The key assumptions concerning the future and otherkey sources of estimation uncertainty at the reportingdate, that have a significant risk of causing a materialadjustment to the carrying amounts of assets andliabilities within the next financial year, are describedbelow. The Company based its assumptionsand estimates on parameters available when thestandalone financial statements were prepared.Existing circumstances and assumptions about futuredevelopments, however, may change due to marketchanges or circumstances arising that are beyond thecontrol of the Company. Such changes are reflectedin the assumptions when they occur.
(i) Estimation of defined benefit obligation
The cost of the defined benefit plan and otherpost-employment benefits and the presentvalue of such obligation are determined usingactuarial valuations. An actuarial valuationinvolves making various assumptions that maydiffer from actual developments in the future.These include the determination of the discountrate, future salary increases, mortality rates andattrition rate. Due to the complexities involved inthe valuation and its long-term nature, a definedbenefit obligation is highly sensitive to changesin these assumptions. All assumptions arereviewed at each reporting date.
(ii) Estimation of current tax and deferred tax
Management judgement is required for thecalculation of provision for income - taxes anddeferred tax assets and liabilities. The Companyreviews at each balance sheet date the carryingamount of deferred tax assets. The factors usedin estimates may differ from actual outcomewhich could lead to adjustment to the amountsreported in the standalone financial statements.
(iii) Useful lives of depreciable assets
Management reviews its estimate of the usefullives of depreciable assets at each reportingdate, based on the expected utility of the assets.Uncertainties in these estimates relate totechnological obsolescence that may change theutility of certain property, plant and equipment.
(iv) Impairment of trade receivables
Trade receivables do not carry any interest andare stated at their normal value as reducedby appropriate allowances for estimatedirrecoverable amounts. Individual tradereceivables are written off when managementdeems them not to be collectible. Impairment isrecognised based on the expected credit losses,which are the present value of the cash shortfallover the expected life of the financial assets.
(v) Fair value measurement
Management uses valuation techniques todetermine the fair value of financial instruments(where active market quotes are not available) andnon-financial assets. This involves developingestimates and assumptions consistent withhow market participants would price theinstrument. Management bases its assumptionson observable data as far as possible but this isnot always available. In that case managementuses the best information available. Estimatedfair values may vary from the actual prices thatwould be achieved in an arm's length transactionat the reporting date (refer note 39).
(vi) Impairment of Goodwill
Goodwill is tested for impairment on an annualbasis and whenever there is an indication thatthe recoverable amount of a cash generatingunit is less than its carrying amount based on anumber of factors including operating results,business plans, future cash flows and economicconditions. The recoverable amount of cashgenerating units is determined based on higherof value-in-use and fair value less cost to sell.The goodwill impairment test is performed atthe level of the cash-generating unit or groupsof cash-generating units which are benefittingfrom the synergies of the acquisition and whichrepresents the lowest level at which goodwill ismonitored for internal management purposes.
Market related information and estimates areused to determine the recoverable amount. Keyassumptions on which management has basedits determination of recoverable amount includeestimated long-term growth rates, weightedaverage cost of capital and estimated operatingmargins. Cash flow projections take into accountpast experience and represent management'sbest estimate about future developments.
The Company manages its capital to be able to continue as a going concern while maximising the returns to shareholdersthrough optimisation of the debt and equity balance. The capital structure consists of debt which includes the borrowingsas disclosed in note 18 & 24 and net off cash and cash equivalents as disclosed in note 12 and equity attributable toequity holders of the Company, comprising issued share capital, reserves and retained earnings as disclosed in theStatement of changes in equity. For the purpose of calculating gearing ratio, debt is defined as non current and currentborrowings (excluding derivatives). Equity includes all capital and reserves of the Company attributable to equityholders of the Company. The Company is not subject to externally imposed capital requirements. The Board reviewsthe capital structure and cost of capital on an annual basis but has not set specific targets for gearing ratios. The risksassociated with each class of capital are also considered as part of the risk reviews presented to the Audit Committeeand the Board of Directors.
NOTE 39 - FINANCIAL INSTRUMENTS AND RISK REVIEW (Contd.)
Financial risk management objective
The Company is exposed to various risks in relation to financial instruments. The main types of risks are market risk,credit risk and liquidity risk. The Company is not engaged in speculative treasury activities but seeks to manage risk andoptimise interest and commodity pricing through proven financial instruments.
The use of any derivative is approved by the management, which provide guidelines on the acceptable levels of interestrate risk, credit risk, foreign exchange risk and liquidity risk and the range of hedging requirement against these risks.
Credit risk:
Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract,leading to financial loss. The Company is exposed to credit risk for receivables, cash and cash equivalents, short-terminvestments, financial guarantee and derivative financial instruments.
Cash and cash equivalents and short-term investments
The Company considers factors such as track record, size of institution, market reputation and service standard toselect the banks with which deposits are maintained. Generally the balances are maintained with the institutions withwhich the Company has also availed borrowings. The Company does not maintain significant deposit balances otherthan those required for its day to day operations.
Trade receivables
The Company extends credits to customer in normal course of the business. The Company considers the factors suchas credit track record in the market of each customer and past dealings for extension of credit to the customer. TheCompany monitors the payment track record of each customer and outstanding customer receivables are regularlymonitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customersare located at several jurisdiction and industries and operate in large independent markets. The Company also takesadvances and security deposits from customers which mitigate the credit risk to an extent.
The average credit period taken on sales of goods is 30 to 90 days. Generally, no interest has been charged onthe receivables. Allowances against doubtful debts are recognised against trade receivables based on estimatedirrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of thecounterparty's current financial position.
Before accepting any new customer, the Company uses an internal credit system to assess the potential customer'scredit quality and defines credit limits by customer. Limits attributed to customers are reviewed periodically. There aretwo customers who represent more than 10 per cent of total net revenue from operations.
Expected credit loss:
The Company has used a practical expedient by computing the expected credit loss allowance for trade receivablesbased on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted forforward-looking information. The expected credit loss allowance is based on the ageing of the days the receivables aredue and the rates as given in the provision matrix. The provision matrix at the end of the reporting period is as follows:
Liquidity risk:
Liquidity risk reflects the risk that the Company will have insufficient resources to meet its financial liabilities as theyfall due.
The Company's objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements. TheCompany relies on a mix of borrowings, capital infusion and excess operating cash flows to meet its needs for funds.The current committed lines of credit are sufficient to meet its short to medium term expansion needs. The Companymonitors rolling forecasts of its liquidity requirements to ensure that it has sufficient cash to meet operational needswhile maintaining sufficient headroom on its undrawn committed borrowing facilities so that it does not breachborrowing limits.
The table below provides undiscounted cash flows towards non-derivative financial liabilities into relevant maturitybased on the remaining period at the balance sheet date to the contractual maturity date and, where applicable, theireffective interest rates.
Market risk
The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates andinterest rates. The Company enters into a variety of derivative financial instruments to manage its exposure to foreigncurrency risk, including:
Forward foreign exchange contract to hedge the exchange rate risk arising on the export of its products.
Currency risk
The Company undertakes various transactions denominated in foreign currencies, consequently, exposure to exchangerate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forwardforeign exchange contracts.
The Company transacts business primarily in Indian Rupee, USD, EUR. The Company has foreign currency payablesand receivables and is therefore, exposed to foreign exchange risk. Certain transactions of the Company act as anatural hedge as a portion of both assets and liabilities are denominated in similar foreign currencies. For the remainingexposure to foreign exchange risk, the Company adopted a policy of selective hedging based on risk perception ofthe management.
The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at theend of the reporting period are as follows:
The Company operates defined contribution retirement benefit plans for all employees. The Provident Fundcontributions are made to Regional Provident Fund, the Company has no further obligations beyond itsmonthly contributions.
The Company's contribution to Provident Fund and Superannuation Fund aggregating to H 197.76 lakh (previous yearH 242.34 lakh) has been recognised in the Statement of Profit and Loss under the head Employee Benefits Expense.
Gratuity
The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of theamount calculated as per the Payment of Gratuity Act, 1972 or the Company Scheme applicable to the employee.The benefit vests upon completion of five years of continuous service and once vested it is payable to employeeson retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespectiveof vesting. The Company makes annual contribution to the group gratuity Scheme administered by the Birla SunLife Insurance Company Limited.
In the absence of average net profit calculated under Section 198 of the Companies Act, 2013 during the immediatelypreceding three years there is no obligation to spend on CSR activities under Section 135 of Companies Act, 2013
The company recorded the lease liability at the present value of the future lease payments discounted at the incrementalborrowing rate and the right of use asset.
Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the leasetransfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. Allother leases are classified as operating leases. For operating leases, rental income is recognised on a straight-line basisover the term of the relevant lease.
(a) The Board of Directors in its meeting held on 28th May 2024 had decided to discontinue the Retail Business (the'RB') the approval for sale/liquidation of assets of RB, the preliminary financial impact of same was recognized inthe quarter and year ended 31st March 2024 and in subsequent quarters as and when occurred. The Company iscontinuing the process of sale/liquidation of assets of RB and any further impact if any, will be accounted for in therespective period as and when occurred/assessed. As a result, segment reporting has been reorganized/restatedand RB have been merged and treated as part of the "Consumer Appliances Business" for current period andaccordingly in the corresponding figures in the previous year /periods.
(b) In the Standalone Financial Statements of the company, assets and liabilities of Retail business have been disclosedas held for sale and disclosed separately in the Balance Sheet as at March 31, 2025 as "Group of assets classifiedas held for sale" and "Liabilities associated with the group of assets classified as held for sale" respectively. Asmandated by Indian Accounting Standard (Ind AS) 105 Asset Held for Sale and Discontinued Operations ("Ind AS105"), assets and liabilities has not been reclassified or re-presented for prior period i.e. year ended March 31, 2024.
(c) The net results of Retail business have been disclosed separately as discontinued operation as required by IndAS 105. Consequently, the Company's Statement of Profit and Loss for the year ended March 31, 2025 presentedpertains to its continuing operations only and for that purpose the Statement of Profit and Loss for the year endedMarch 31, 2024 has been restated accordingly.
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employmentbenefits received Indian Parliament's approval and Presidential assent in September 2020. The Code has beenpublished in the Gazette of India and subsequently, on November 13, 2020, draft rules were published and stakeholders'suggestions were invited. However, the date on which the Code will come into effect has not been notified. TheCompany will assess the impact of the Code when it comes into effect and will record any related impact in the periodthe Code becomes effective.
The Board of Directors have recommended a Nil dividend (previous year H 0.40 /-) on equity share of H 2 /- each for theyear ended 31st March 2025.
The annual return of GST for FY 2024-25 is under process of filing with statutory authorities. The management believesthat there will not be any material impact over financial statements after financial submission/filing. The date of filing ofGST returns are 31st December, 2025.
(a) The Committee of Directors (Rights Issue) at its meeting held on October 18, 2024, has inter alia considered and approvedthe rights issue of 1,13,49,962 fully paid-up Equity Shares of Rights issue price of H 220 per equity share [including apremium of H 218 per Equity Share] on Rights basis to the eligible equity shareholders in the ratio of 119 rights equityshares for every 758 equity shares held by the eligible equity shareholder for amount aggregating up to H 24,969.92 lakh.Further, 1,13,49,962 equity shares were allotted by the Company on November 28, 2024 and accordingly, basic anddiluted EPS for the year ended March 31, 2024 has been retrospectively adjusted for the bonus element in rights issue.
The Company had incorporated a wholly owned subsidiary by the name of "HHIL Limited" on 4th March 2025 andsubscribed for 50,00,000 equity shares of H 2 each of HHIL Limited during the year ended 31st March 2025.
During the year ended 31st March 2025, the Company has infused H 1700.00 lakh in Hintastica Private Limited ("HPL"), on arights basis by subscribing to an additional 1,25,926 nos equity shares of H 10 each at a premium of H 1,340 per share. On31st March 2025, the Company restated value/measured its investment in the HPL (JV) based on an independent valuationreport and recognized/provided an impairment loss of H 611.51 lakh in Standalone Financial Statements of the companyunder "Exceptional Items".
The Board of Directors of the Company, in its meeting held on 27th March 2025 had approved a Composite Schemeof Arrangement (the "Scheme") under Section 230 to 232, read with Section 66 and other applicable provisions of theCompanies Act 2013 and the provisions of other applicable laws, amongst the Company (the "Demerged Company/Remaining Transferor Company"), Hindware Limited ("Transferee Company") and HHIL Limited ("Resulting Company")and their respective shareholders and creditors. The Scheme provides for the demerger of the Consumer ProductsBusiness of the Demerged Company and the amalgamation of the Remaining Transferor Company (as defined in theScheme) with and into Transferee Company. The Appointed Date for the Scheme is 1st April 2025, or such other date asmay be mutually agreed by the respective Board of the Companies or any such date approved by the Hon'ble NationalCompany Law Tribunal ("NCLT") or any other competent authority. The Scheme is subject to the approval of the BSELimited, the National Stock Exchange of India Limited, SEBI, shareholders and creditors of the Company and such othernecessary approvals as may be required, and the sanction thereof of the Scheme by NCLT. The Company has appliedto BSE Limited and the National Stock Exchange for requisite approval of the Scheme and the approvals are awaited.
The Company has a widely used ERP as its accounting software for maintaining its books of account during the yearended 31st March 2025, which has a feature of recording audit trail (edit log) facility and the same has been operatedthroughout the year except (a) at database level the audit trail has not been enabled, (b) at application the audit trailwas disabled from 02nd December 2024 to 09th December 2024 due to upgradation of SAP accounting software, and(c) the audit trail feature was not enabled on certain relevant financial tables and privileged access to specific users tomake direct changes to audit trail settings. Further, the audit trail, to the extent maintained in the prior year, has beenpreserved by the Company as per the statutory requirements for record retention.
(a) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companiesbeyond the statutory period
(b) The Company has not traded or invested in crypto currency or virtual currency during the financial year
(c) There are no loans or advances in the nature of loans granted to Promoters, Directors, KMPs and their relatedparties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are: (a)repayable on demand; or (b) without specifying any terms or period of repayment
(d) The Company has complied with the requirements of the number of layers prescribed under clause (87) of Section 2of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017
(e) The Company does not have any benami property held in its name. No proceedings have been initiated on or arepending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988(45 to 1988) and Rules made thereunder
(f) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender orgovernment or any government authority
(g) Utilisation of borrowed funds and share premium
I. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), includingforeign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by oron behalf of the Company (Ultimate Beneficiaries) or
(ii) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
II. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (FundingParty) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by oron behalf of the Funding Party (Ultimate Beneficiaries) or
(h) There is no income surrendered or disclosed as income during the year in tax assessments under the Income TaxAct, 1961 (such as search or survey), that has not been recorded in the books of account.
Previous period figures have been regrouped /re-arranged wherever considered necessary to confirm to the currentyear's classification.
As per our report of even date attached For and on behalf of the Board of Directors
For Lodha & CO LLP G.L. Sultania Sandip Somany
Chartered Accountants Director Chairman
Firm Registration No.: 301051E/E300284 DIN: 00060931 DIN: 00053597
Shyamal Kumar Payal M Puri Naveen Malik
Partner Company Secretary Chief Executive Officer and
M. No. 509325 ACS No.: 16068 Chief Financial Officer
Place : Gurugram Place : Gurugram
Date: 24 May 2025 Date: 24 May 2025