15 Provisions and Contingent Liabilities
Provisions : Provisions are recognized whenthere is a present obligation as result of apast event, it is probable that an outflow ofresources embodying economic benefitswill be required to settle the obligation andthere is a reliable estimate of the amount ofthe obligation. Provisions are measured at thebest estimate of the expenditure required tosettle the present obligation at the Balancesheet date and are not discounted to itspresent value unless the effect of time valueof money is material. When discounting isused, the increase in the provision due to thepassage of time is recognized as a financecost.
Contingent Liabilities : Contingent liabilitiesare disclosed when there is a possibleobligation arising from past events, theexistence of which will be confirmed onlyby the occurrence or non occurrence ofone or more uncertain future events notwholly within the control of the Company ora present obligation that arises from pastevents where it is either not probable that anoutflow of resources will be required to settleor a reliable estimate of the amount cannotbe made. When there is a possible obligationor a present obligation in respect of whichlikelihood of outflow of resources embodyingeconomic benefits is remote, no provision ordisclosure is made.
16 Segment Reporting
The Company is engaged in providingElectronics Manufacturing Services (EMS) withcapabilities in printed circuit board assembly,custom cable and wire harnesses, etc. Sincethe Chief Operating Decision Maker (Board ofDirectors) review the operating results as awhole for purposes of making decisions aboutresources to be allocated and to assess itsperformance, the entire operations are tobe classified as a single business segment,namely EMS.
17 Earnings Per Share
Basic earnings per share is calculated bydividing the net profit or loss for the periodattributable to equity shareholders by theweighted average number of equity sharesoutstanding during the period. Earnings
considered in ascertaining the Company'searnings per share is the net profit for theperiod after deducting equity dividends andany attributable tax thereto for the period. Theweighted average number of equity sharesoutstanding during the period and for allperiods presented is adjusted for events, suchas bonus shares, other than the conversionof potential equity shares, that have changedthe number of equity shares outstanding,without a corresponding change in resources.For the purpose of calculating dilutedearnings per share, the net profit or loss forthe period attributable to equity shareholdersand the weighted average number of sharesoutstanding during the period is adjustedfor the effects of all dilutive potential equityshares.
18 Share issue expense
The transaction costs of an equity transactionare accounted for as a deduction from equityto the extent they are incremental costsdirectly attributable to the equity transaction.
19 Investment in subsidiaries
I nvestment in subsidiaries are measured atcost less accumulated impairment as per IndAS 27.
20 Cash & Cash Equivalents
Cash and cash equivalents comprisescash on hand and at banks and short-termdeposits with an original maturity of threemonths or less that are readily convertibleto known amounts of cash and which aresubject to an insignificant risk of changes invalue.
21 Exceptional items
Exceptional items are those items thatmanagement considers, by virtue of their sizeor incidence, should be disclosed separatelyto ensure that the financial informationallows an understanding of the underlyingperformance of the business in the year, soas to facilitate comparison with prior periods.Such items are material by nature or amountto the year's result and require separatedisclosure in accordance with Ind AS.
The following are the critical judgements,assumptions concerning the future, and key
sources of estimation uncertainty at the end of thereporting period that may have a significant riskof causing a material adjustment to the carryingamounts of assets and liabilities within the nextFinancial year.
equipment
As described above, the charge in respect ofperiodic depreciation for the year is derived afterdetermining an estimate of an asset's expecteduseful life and the expected residual value at theend of its life. The useful lives and residual valuesof Company's assets are determined by themanagement at the time the asset is acquiredand reviewed annually. The lives are basedon historical experience with similar assets aswell as anticipation of future events, which mayimpact their life, such as changes in technical orcommercial obsolescence arising from changesor improvements in production or from a changein market demand of the product or service outputof the asset.
The cost of defined benefit plans are determinedusing actuarial valuation, which involves makingassumptions about discount rates, expectedrates of return on assets, future salary increases,and mortality rates. Due to the long-term natureof these plans, such estimates are subject tosignificant uncertainty.
Significant assumptions and judgements areinvolved in determining the provision for taxbased on tax enactments, relevant judicialpronouncements and tax expert opinions,including an estimation of the likely outcome ofany open tax assessments / litigations. Deferredincome tax assets are recognized to the extentthat it is probable that future taxable income will beavailable, based on estimates thereof. Significantassumptions are also involved in evaluating therecoverability of deferred tax assets recognisedon unused tax losses.
Critical judgements are involved in measurementof provisions and contingencies and estimationof the likelihood of occurrence thereof based onfactors such as expert opinion, past experienceetc.
The impairment provisions for trade receivablesare based on assumptions about risk of default.The Company uses judgement in making theseassumptions and selecting the inputs for theimpairment calculation, based on Company'spast history at the end of each reporting period
The company carries out an assessment ofimpairment in respect of investments in subsidiarieswhere any indications of impairment exist as at
the balance sheet date. The determination ofrecoverable amount for this purpose requires theuse of critical assumpations and judgements.
Ministry of Corporate Affairs ("MCA") notifiesnew standards or amendments to the existingstandards under Companies (Indian AccountingStandards) Rules as issued from time to time. Forthe year ended March 31, 2025, MCA has notified IndAS - 117 Insurance Contracts and amendments toInd AS 116 - Leases, relating to sale and leasebacktransactions, applicable to the Company w.e.f.April 1, 2024. The Company has reviewed the newpronouncements and based on its evaluation hasdetermined that it does not have any significantimpact in its financial statements.
As at March 31, 2025, there are no Ind AS Standards/amendments that have been issued but are notyet effective.
In determining the lease term, management considers all facts and circumstances that create an economicincentive to exercise an extension option, or not to exercise a termination option. Extension options (orperiods after termination options) are only included in the lease term if the lease is reasonably certain to beextended (or not terminated).
For leases of buildings, the following factors are normally the most relevant:
(a) If there are significant penalties to terminate (or not extend), the Company is typically reasonablycertain not terminate (or to extend).
(b) If any lease hold improvements are expected to have a significant remaining value the Company istypically reasonably certain to extend (or not terminate).
(c) Otherwise, the Company considers other factors including historical lease durations and the costs andbusiness disruption required to replace the leased asset
The lease term is reassessed if an option is actually exercised (or not exercised) or the Companybecomes obliged to exercise (or not exercise it). The assessment of reasonable certainty is only revisedif a significant event or a significant change in circumstances occurs, which affects the assessment,and that is within the control of the lessee. During the current financial year, there was no revision in thelease terms.
Extension and termination options are included in a number of property leases. These are used to maximiseoperational flexibility in terms of managing the assets used in the Company's operations. The majority ofextension and termination options held are exercisable only by the Company and not with the respectivelessor.
# (i) Pursuant to the Initial Public Offering, the Company on April 12, 2023, allotted 73,39,449 Equity Shares at a face valueof 2/- (Rupees Two) each for cash, at a premium of 434/- per share aggregating to ^3200 Million.
## Number of employee stock options granted (including Series C granted on September 24, 2024 - 88,919 and Series Dgranted on December 27, 2024 - 84,652) for the company's employees - 6,18,621 and for the subsidiaries' employees -13,34,700 and outstanding as at March 31, 2025 of the company - 2,77,700 and for the subsidiaries' employees - 6,91,214.During the year ended March 31, 2025, the company has allotted 4,44,424 shares out of which 1,75,575 Equity sharesare for the company's employees and balance for the subsidiaries' employees.
Number of employee stock options granted for the company's employees - 5,20,050 and for the subsidiaries'employees - 12,59,700 and outstanding as at March 31, 2024 of the company - 3,67,524 and for the subsidiaries'employees - 9,51,923. During the year ended March 31, 2024, the company has allotted 4,20,115 shares out ofwhich 1,52,526 Equity shares are for the company's employees and balance for the subsidiaries' employees."
The Company has only one class of equity shares having par value of '2/ each. Each holder of the EquityShare is entitled to one vote per share. The dividend proposed by the Board of Directors, if any, is subject tothe approval of the shareholders at the ensuing Annual General Meeting. Repayment of Capital on liquidationwill be in proportion to the number of equity shares held.
(i) Shares allotted as fully paid-up pursuant to contract(s) without payment being received in cash: Nil
(ii) Sub-division of equity shares:
The Shareholders in their extra-ordinary general meeting dated 27.06.2022 had approved sub-division ofeach fully paid up equity share of nominal value of E 100 (Rupees One Hundred Only), into fifty equity shareshaving a face value of E2/- (Rupees Two only) each. As a result of the same, the issued share capital haschanged from 1,59,667 Equity Shares of '100/- each to 79,83,350 Equity Shares of '2/- each.
Consequently, the Authorised Share Capital of the Company changed to ' 220 millions divided into 8,50,00,000Equity Shares of '2 each and 5,00,000 Preference Shares of '100/-each.
(a) Reserves and SurplusSecurities Premium
Securities premium is used to record the premium on issue of securities. The reserve is utilised in accordancewith the provisions of the Act. During the year ended 31st March 2024, the securities premium has beenutilised against share issue expense (net of tax benefit) in connection with the IPO of the Company (ReferNo. 10.1)
The Special Economic Zone (SEZ) Reinvestment Reserve has been created out of profit of eligible SEZ unitas per provisions of section 10AA(l)(ii) of the Income-tax Act, 1961 for acquiring new plant and machinery.Utilisations out of the same as per the extant provisions of the Income Tax Act, 1961, are reclassified from thisreserve to retained earnings in the year of utilisation.
ESOP Reserve
Employee stock option reserve relates to the share options granted by the Company to the Company's andsubsidiary's employees under its stock option plan. (Refer No. 29)
Retained Earnings represents Company's cumulative earnings since its formation less the dividends /Capitalisation, if any. These reserves are free reserves which can be utilised for any purpose as may berequired. All adjustments arising on account of transition to Ind AS are recorded here.
Share application money pending allotment represents amounts received towards issue of shares for whichshares are pending to be allotted as at the balance sheet date.
The Company had recognised a Government Grant being the estimated value of reimbursement towardsstipend paid to apprentices under the National Apprentice Training Scheme, once it is reasonably certain thatthe Company had met the related conditions and also that the grant would be received. The amount has beennetted off against corresponding stipend expense in Note No. 22- Employee Benefit Expenses. During the year,based on evaluation of the recoverability of the amount by the management, an amount of '2.98 Million (31stMarch 2024 - 16.91 Million) has been written off. The Company does not anticipate any issues in realisation of thebalance amount.
(i) Basic EPS amounts are calculated by dividing the profit/(loss) for the year attributable to equity holders ofthe company by the weighted average number of Equity shares outstanding during the year. Diluted EPSamounts are calculated by dividing the profit/(loss) attributable to equity holders of the company by theweighted average number of Equity shares outstanding during the year, respectively adjusted for effect ofdilution.
(ii) Imapct of dilution on weighted average number of shares is computed after factoring the impact of ESOP.(Refer note 10)
(iii) Share transactions that have occurred during 2023-24:
(a) Issue of ordinary shares - The Company has issued 73,39,449 Equity Shares at a face value of 2/- eachfor cash, at a premium of 434/- per share through Initial Public Offer (IPO).
(b) Issue of ordinary shares - The Company has issued 4,20,115 Equity Shares at a face value of 2/- each forcash, at a premium of 18/- per share upon exercise of Employee stock options by the eligible employees.
(iv) Share transactions that have occurred during 2024-25:
(a) Issue of ordinary shares - The Company has issued 4,44,424 Equity Shares at a face value of 2/- each forcash, at a premium of 18/- per share upon exercise of Employee stock options by the eligible employees.
28.1 The Company is engaged in providing Electronics Manufacturing Services (EMS) with capabilities in printedcircuit board assembly, custom cable and wire harnesses, etc. Since the Chief Operating Decision Maker (Boardof Directors) review the operating results as a whole for purposes of making decisions about resources to beallocated and to assess its performance, the entire operations are to be classified as a single business segment,namely EMS. The geographical segments considered for disclosure are - India and Rest of the World. All themanufacturing facilities are located in India.
Revenue from one external customer having more than 10% each of the Company's total revenue amountingto 994.24 million for March 31, 2025 (Revenue from one external customer having more than 10% each of theCompany's total revenue amounting to 868.81 million for March 31, 2024).
During the financial year 2022 - 23, in pursuant to resolutions adopted by the Board of Directors and Shareholdersboth dated July 7, 2022, the Company has instituted the ESOP Scheme, which is an equity settled share basedpayment scheme.. The ESOP Scheme has been instituted to grant stock options exercisable into Equity Shares toeligible employees of the Company. In terms of the ESOP Scheme, grants to eligible employees will be made bythe Nomination and Remuneration Committee or the Board, based on the determination of a criteria describedunder ESOP Scheme.
The ESOP Scheme has been instituted in compliance with the Securities and Exchange Board of India (ShareBased Employee Benefits and Sweat Equity) Regulations, 2021.
The Shareholders, through their resolution dated July 7, 2022, have approved a maximum of 3,000,000 options,exercisable into 3,000,000 Equity Shares under the ESOP Scheme. The vesting period under the ESOP Scheme shallbe a minimum of one and a maximum of seven years, and the specific vesting schedule applicable to eachemployee will be as mentioned in the letter of grant issued to such employee. Employees covered by the planare granted an option to purchase shares subject to certain vesting conditions. Each employee share optionconverts into one equity share of the Company on exercise of option.
The Board of the Company at its meeting held on July 19, 2022 had granted 17,79,750 options under the ESOPScheme. Subsequently, the Board at its meetings held on September 24, 2024 & December 27, 2024 have granted88,919 options & 84,652 options respectively.
The Company participates in a number of defined contribution plans on behalf of relevant personnel. Anyexpense recognised in relation to these schemes represents the value of contributions payable during theperiod by the Company at rates specified by the rules of those plans. The only amounts included in thebalance sheet are those relating to the prior months contributions that were not due to be paid until afterthe end of the reporting period.
The major defined contribution plans operated by the Company are as below:
(a) Provident fund and pension
I n accordance with the Employee's Provident Fund and Miscellaneous Provisions Act, 1952, eligibleemployees of the Company are entitled to receive benefits in respect of provident fund, a definedcontribution plan, in which both employees and the Company make monthly contributions at a specifiedpercentage of the covered employees' salary.
The contributions, as specified under the law, are made to Employee Provident Fund Organisation.
The defined benefit plans operated by the Company are as below:
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligibleemployees, which is funded with HDFC Life Group UL Future Secure Plan. The plan provides for a lump-sumpayment to vested employees at retirement, death while in employment or on termination of employmentof an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs uponcompletion of five years of service. The Company accounts for the liability for gratuity benefits payable inthe future based on an actuarial valuation.
In the opinion of the management, the carrying amounts of financial assets and financial liabilitiesrecognised in the financial statements are a reasonable approximation of their fair values. Hence, noseparate disclosures of fair value has been made.
The fair value of investment in Mutual Fund is determined based on Net Assets Value published by respectivefunds (Level - 2 - Fair value hierarchy)
The Company is exposed to Market risk, Credit risk and Liquidity risk.The Company monitors and managesthe financial risks relating to the operations of the Company through internal risk reports which analyseexposures by degree and magnitude of risks.
The following disclosures summarize the Company's exposure to financial risks. Quantitative sensitivityanalysis have been provided to reflect the impact of reasonably possible changes in market rates on thefinancial results, cash flows and financial position of the Company.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuatebecause of changes in market conditions. Market risk mainly comprises of interest rate risk, currencyrisk. Financial instruments affected by market risk includes borrowings, non-current investments, tradepayables, trade receivables and current investments. The Company's activities expose it primarily to thefinancial risks of changes in foreign currency exchange rates, interest rates and other price risk.
There has been no change to the Company's exposure to market risks or the manner in which theserisks are being managed and measured.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in market interest rates. The company's exposure to changes in interest ratesprimarily relates to outstanding floating rate debt and investments in fixed deposits. The companyhas investments in INR denominated fixed deposits and a portion of it's working capital debt isdenominated in foreign currency. These credit facilities are subject to periodic interest rate resets.Based on the past experience the variability of interest investments and working capital loan arenot expected to be material. Further there are only short term foreign currency debt in the form ofpacking credit which are subject to minimal changes in interest rate during it's term.
The company undertakes transactions denominated in foreign currencies; consequently, exposuresto exchange rate fluctuations arise. Significant portion of the companies purchases and sales aredenominated in foreign currency and hence, a natural hedge exists as a result of which, majorforeign exchange fluctuations in import payables gets offset against export receivables. Apart fromthe above, exchange rate exposures are also managed within approved policy parameters byconstant monitoring.
31.3.2 Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting infinancial loss to the Company. The company has adopted a policy of only dealing with creditworthycounterparties as a means of mitigating the risk of financial loss from defaults. The company's exposureof its counterparties are continuously monitored and the aggregate value of transactions concluded isspread amongst counterparties. Credit exposure is controlled by counterparty limits that are reviewedand approved by the management.
Trade receivables consist of a large number of customers. Ongoing credit evaluation is performed onthe financial condition of accounts receivable. The maximum exposure to credit risk at the reportingdate is the carrying value of each class of financial assets disclosed in Note 8. The company does nothold collateral as security. The Company has evaluated the concentration of risk with respect to tradereceivables as low, as its customers are located in several jurisdictions and industries and operate inlargely independent markets.
Credit risk arising from other balances with banks is limited and there is no collateral held against thesebecause the counterparties are banks with high credit ratings assigned by the international credit ratingagencies. Similarly, credit risk arising from investment in Mutual Funds are held without any collateralbut credit risk is limited as the company deals with counterparties of repute and excellent track record.
31.3.3 Liquidity risk
Ultimate responsibility for liquidity risk management rests with the board of directors, which hasestablished an appropriate liquidity risk management framework for the management of thecompany's short-term, medium-term and long-term funding and liquidity management requirements.The company manages liquidity risk by maintaining adequate reserves, banking facilities and reserveborrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching thematurity profiles of financial assets and liabilities.
The following tables detail the company's remaining contractual maturity for its non-derivative financialliabilities with agreed repayment periods. The tables have been drawn up based on the contractualmaturities of financial liabilities based on the earliest date on which the Company can be required topay.
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified onthe basis of information collected by the company. This has been relied upon by the auditors. According to therecords available with the Company certain amount have been identified as dues to suppliers registerd underMicro, Small and Medium Enterprises Development Act, 2006 ('MSMED Act'). The disclosure pursuant to the saidMSMED Act are as follows:
The Company has completed the Initial Public Offering of 19,839,446 equity shares of face value of '2 each at anissue price of ',436 per equity share, consisting of a fresh issue of 7,339,449 equity shares aggregating to '3200million and an offer for sale of 12,499,997 equity shares aggregating to '5450 million by the Selling Share Holders.Consequently, the equity shares of the company were listed on National Stock Exchange of India Limited (NSE)and BSE Limited (BSE) w.e.f April 18, 2023.
The Company has received an amount of E 2,995.70 Million (net of IPO expenses including GST thereon) fromproceeds out of the fresh issue of equity shares. The utilisation of net IPO proceeds is summarised below:
(a) The company does not have any long term contracts for which there were any material foreseeable losses.
(b) There are no amounts required to be transferred to the Investor Education and Protection Fund by theCompany as on the reporting date.
(c) No funds have been advanced or loaned or invested (either from borrowed funds or share premium orany other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), includingforeign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that theIntermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).
(d) There are no funds which have been received by the company from any person(s) or entity(ies), includingforeign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, thatthe Company shall directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, securityor the like from or on behalf of the Ultimate Beneficiaries.
(e) The Company is not declared as a wilful defaulter by any bank or financial institution or other lender orGovernment or Government authorities. Accordingly, no disclosures are made in this regard.
(f) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
(g) The Company does not have any such transaction which is not recorded in the books of account that hasbeen surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,1961 (such as, search or survey or any other relevant provisions of the Income Tax Act,196l).
(i) Decrease in Current ratio is due to increase in Trade payables.
(ii) I ncrease in Debt Service Coverage ratio is due to significant decrease in repayment of borrowingsduring the year.
(iii) Increase in Return on equity ratio is due to increase in Net profit during the year
(iv) Increase in Inventory Turnover ratio is due to increase in Turnover during the year.
(v) Increase in Net Capital Turnover ratio is due to increase in Turnover during the year
(vi) Increase in Return on Capital Employed is due to increase in Earnings before Interest and Taxes duringthe year
Previous years figures have been regrouped / reclassified wherever necessary to conform to current year'sclassification / presentation.
As per our report of even date attached For and on behalf of the Board of DirectorsFor Varma & Varma
Chartered Accountants
Firm Registration Number : 004532S
Sd/- Sd/- Sd/-
P R Prasanna Varma Kunhamed Bicha Suresh Veerappan
Partner Chairman & Managing Director Chief Financial Officer
Membership No. 025854 DIN: 00819707
Sd/-
Place: Chennai Ajay Shukla
Date: May 6, 2025 Company Secretary