Provisions are recognized when, as a result of a pastevent, the Company has a legal or constructive obligation;it is probable that an outflow of resources will be requiredto settle the obligation; and the amount can be reliablyestimated. The amount so recognized is a best estimateof the consideration required to settle the obligationat the reporting date, taking into account the risks anduncertainties surrounding the obligation.
In an event when the time value of money is material, theprovision is carried at the present value of the cash flowsestimated to settle the obligation.
A disclosure of a contingent liability is made when there isa possible obligation or a present obligation that may, butprobably will not, require an outflow of resources. Whenthere is a possible obligation or a present obligationand the likelihood of outflow of resources, is remote, noprovision or disclosure of contingent liability is made.
Operating segments are reported in a mannerconsistent with the internal reporting provided to theChief Operating Decision Maker (CODM). The CODMis responsible for allocating resources and assessingperformance of the operating segments. Based on suchthe Company operates in one operating segment, viz.Materials Handling Solutions (MHS).
Basic earnings per share is calculated by dividing the profitand loss for the year attributable to shareholders by theweighted average number of shares outstanding duringthe year. For the purpose of calculating diluted earningsper share, the profit and loss for the year attributable toShareholders and weighted average number of sharesoutstanding during the year is adjusted for the effects ofall dilutive potential shares.
Cash and cash equivalents in the Balance Sheet comprisecash at banks and on hand and short term deposits withan original maturity of three months or less, which aresubject to an insignificant risk of change in value.
For the purpose of the statement of cash flows, cash andcash equivalents include cash on hand, term depositsand other short-term highly liquid investments, net ofbank overdrafts as they are considered an integral partof the Company's cash management. Bank overdraftsare shown within short term borrowings in the BalanceSheet.
2.24 The Company has adopted a norm to round-offany amount below ' 0.5 Lakh.
The preparation of Financial Statements in conformitywith Generally Accepted Accounting Principles requiresmanagement to make estimates and assumptions thataffect the reported amounts of assets and liabilitiesand disclosure of contingent liabilities at the date of theFinancial Statements and the results of operations duringthe reporting period end. Although these estimates arebased upon management's best knowledge of currentevents and actions, actual results could differ from theseestimates. The estimates and underlying assumptions arereviewed on an ongoing basis. Revisions to accountingestimates are recognized in the period in which theestimate is revised if the revision affects only that period,or in the period of the revision and future periods if therevision affects both current and future periods.
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 outcomes thatrequire a material adjustment to the carrying amount ofassets or liabilities affected in future periods.
The following are the key assumptions concerningthe future, and other key sources of estimation ofuncertainty at the end of the reporting period that mayhave a significant risk of causing a material adjustment tothe carrying amounts of assets and liabilities within thenext financial year.
As described in the material accounting policies, theCompany reviews the estimated useful lives of property,plant and equipment and intangible assets at the end ofeach reporting period.
Some of the Company's assets and liabilities aremeasured at Fair Value for financial reporting purposes.Fair value measurements are categorised into Level 1, 2,or 3 based on the degree to which the inputs to the FairValue measurements are observable and the significanceof the inputs to the Fair Value measurement in its entirety,which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) inactive markets for identical assets or liabilities thatthe entity can access at the measurement date;
• Level 2 inputs are inputs, other than quoted pricesincluded within Level 1, that are observable for theasset or liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for theasset or liability. The Company engages third partyvaluers, where required, to perform the valuation.
Information about the valuation techniques and inputsused in determining the Fair Value of various assetsand liabilities are disclosed in the notes to the FinancialStatements.
The determination of Company's liability towardsdefined benefit obligation to employees is made throughindependent actuarial valuation including determinationof amounts to be recognized in the Statement of Profitand Loss and in other comprehensive income. Suchvaluation depend upon assumptions determined aftertaking into account inflation, seniority, promotion andother relevant factors such as supply and demandfactors in the employment market. Information aboutsuch valuation is provided in notes to the FinancialStatements.
The Company has ongoing litigations with variousregulatory authorities. Where an outflow of fundsis believed to be probable and a reliable estimate ofthe outcome of the dispute can be made based onmanagement's assessment of specific circumstances ofeach dispute and relevant external advice, managementprovides for its best estimate of the liability. Such accrualsare by nature complex and can take number of years toresolve and can involve estimation uncertainty.
The Company reviews the condition of its inventoriesand makes provision against obsolete and slow-movinginventory items which are identified as no longer suitablefor sale or use. The Company estimates the net realizable
value for such inventories based primarily on the latestinvoice prices and current market conditions. TheCompany carries out an inventory review at each balancesheet date and makes provision against obsolete andslow-moving items. The Company reassesses theestimation on each Balance Sheet date.
The Company assesses impairment based on ExpectedCredit Losses (ECL) model on trade receivables.The Company uses a provision matrix to determineimpairment loss allowance on the portfolio of tradereceivables. The provision matrix is based on itshistorically observed default rates over the expectedlife of the trade receivable and is adjusted for forwardlooking estimates. At every reporting date, the historicallyobserved default rates are updated and changes in theforward-looking estimates are analysed.
Determining whether the investments in subsidiariesare impaired requires an estimate in the value in use. Inconsidering the value in use, the Management anticipatesthe future cash flows, discount rates and other factors ofthe underlying businesses/companies.
In case, where the operations have stopped, the valuein use is derived from the net asset value. Investmentover and above the net book value is recognized asimpairment.
The period of lease in case of expired lease contractpending renewal, the best available data basedon negotiations with the lessor and period of prioragreement is considered.
Ministry of Corporate Affairs ("MCA") notifies newstandards or amendments to the existing standardsunder Companies (Indian Accounting Standards) Rulesas issued from time to time. During the year ended 31stMarch 2025, MCA has notified Ind AS 117 - InsuranceContracts and amendments to Ind As 116 - Leases,relating to sale and lease back transactions, applicablefrom 1st April 2024. The Company has assessed thatthere is no significant impact on its financial statements.On 9th May 2025, McA notifies the amendments toInd AS 21 - Effects of Changes in Foreign ExchangeRates. These amendments aim to provide clearerguidance on assessing currency exchangeability andestimating exchange rates when currencies are notreadily exchangeable. The amendments are effective forannual periods beginning on or after 1st April 2025. TheCompany is currently assessing the probable impact ofthese amendments on its financial statements.
12.2 Value of inventories of Raw Materials above is stated after provisions of ' 375 Lakhs (Previous year ' 563 Lakhs)on slow moving stock.
12.3 Value of inventories of Work-In-Progress is stated after provisions of ' 78 Lakhs (Previous year ' 12 Lakhs)for write down to net realizable value. Also there is a provision of ' 210 Lakhs (Previous year ' 532 Lakhs) as per thevaluation done in earlier year.
12.4 Raw Materials/Stores and Spares includes materials valuing ' 1,418 Lakhs lying in Bonded Warehouse/atPort as on 31st March 2025 which are imported in the earlier years. These inventories could not be released from theauthorities due non payment of customs duties and other charges etc. Further ' 15 Lakhs (Previous year ' 183 Lakhs)have been written off during the year on account of auction by Customs Authority.
12.5 Value of inventories of Stock-in-Trade is stated after provision of:
a) ' 177 Lakhs (Previous year ' 177 Lakhs) on slow moving stock; and
b) ' 45 Lakhs (Previous year ' Nil) on stock other than mentioned in (a) above.
12.6 For details of Inventories given as security against borrowing (Refer Note 17.1)
The Company has recognized, in the StandaloneStatement of Profit and Loss for the year ended31.03.2025 an amount of ' 205 Lakhs (Previousyear ' 164 Lakhs) as expenses under definedcontribution plans.
(A) Gratuity Fund
The Company makes periodic contributions to theTractors India Limited Staff Gratuity Fund, a fundeddefined benefit-plan for qualifying employeesadministrated under a common Trust by the trusteesof the said fund for the benefit of the employees of theCompany.
Under the Gratuity plan, every employee is entitled togratuity, being higher of the amount, calculated underthe Company's plan (based on average salary of last 36months and number of years of service, restricted to amaximum of ' 20 Lakhs celling limit as per Gratuity Act,1972). Effective from 1st April 2025, the scheme ruleshas been changed to align with the rule of payment ofGratuity Act, 1972 and the impact of such changes arereflected through past service cost. Further there hasbeen a change in normal retirement age from 58 yearsfor employees (76 years for Director)to 60 years for allemployees including Directors. Gratuity is payable ondeath/retirement/termination and the benefit vests after5 year of continuous service.
The most recent actuarial valuation of plan assets andthe present value of the defined benefit obligation wascarried out as at 31st March 2025.
(B) Superannuation Fund
(i) Certain eligible employees of the Company who hadattained at least 45 years of age as on 01.04.2009are entitled to Superannuation benefit underthe Superannuation scheme (a funded DefinedBenefit Plan under a common Trust- 'Tractors IndiaLimited Superannuation Fund Scheme', beingadministered by the trustees of the said fund forthe benefit of employees of the Company). Underthe aforesaid benefit scheme the Company makesperiodic contribution to the SuperannuationFund Scheme and a predetermined percentageof salary is paid as pension on retirement. Thequantum of pension depends on the averagebasic salary of eligible employee during thelast 36 months before retirement. The benefitvests to employees with 5 years of continuousservice in Company in case of Retirement ordeath; 20 years of service and attainment of 48years of age in case of withdrawals. The normalretirement age has been changed from 58 yearsto 60 years and the impact has been reflectedthrough past Service Cost. (Refer note 28.2)The most recent actuarial valuation of plan assetsand present value of the Defined Benefit Obligationof Superannuation Fund was carried out as on 31stMarch 2025.
(ii) Employees who did not attain 45 years of age as on 01.04.2009 are under the purview of 'Defined ContributionScheme' in respect of service rendered from 01.04.2009. The benefit of services rendered by these employees upto 31.03.2009 come under the purview of 'Defined Benefit Scheme' as indicated which is frozen as on 31.03.2009.Hence for this category of employees, the benefit of cessation of service will be:
a) amount accumulated by annual contribution of 15% of Basic Salary; and
b) amount frozen as on 31.03.2009
(C) Provident Fund
The Company has two separate Trusts for the administration of the Provident Fund. The Company has an obligationto fund any shortfall on the yield of the trust's investments over the administered interest rates on annual basis. Theseadministered rates are determined annually predominantly considering the social rather than economic factors.
The Defined Benefit Plans expose the Company to risk of actuarial deficit arising out of investment risk, interest rate
risk and salary cost inflation risk.
(a) Investment risk: The present value of the defined benefit plan liability is calculated using a discount ratedetermined by reference to government/high quality bond yields; if the return on plan asset is below this rate, itwill create a plan deficit.
(b) Interest risk: A decrease in the bond interest rate will increase the plan liability; however, this will be partially offsetby an increase in the return on the plan's debt investments.
(c) Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salariesof plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
(d) Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimateof the mortality of plan participants both during and after their employment. An increase in the life expectancy ofthe plan participants will increase the plan's liability.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation was carried
out as at 31st March 2025.
28.3 The basis used to determine overall expected rate of return on assets and the effect on major categories of PlanAssets is as follows:
The major portions of the assets are invested in PSU Bonds and Special Deposit Scheme. Based on the asset allocationand prevailing yield rates on these asset classes, the long term estimate of the expected rate of return on the fundassets have been arrived at. Assumed rate of return on assets is expected to vary from year to year reflecting thereturns on matching Government Bonds.
28.4 The estimate of future salary increases takes into account inflation, seniority, promotion and other relevantreasons.
The Sensitivity Analysis below has been determined based on reasonably possible change of the respectiveassumptions occurring at the end of the reporting period, while holding all other assumptions constant. Thesesensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation. While each ofthese sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation andthe asset value changes may offset the impact to some extent. For presenting the sensitivities, the present value ofthe Defined Benefit Obligation has been calculated using the Projected Unit Credit Method at the end of the reportingperiod, which is the same as that applied in calculating the Defined Benefit Obligation presented above. There was nochange in the methods and assumptions used in the preparation of the Sensitivity Analysis from previous year.
A. Land & Building situated at Sahibabad, Uttar Pradeshwas categorized as Asset Held for Sale duringfinancial year 2022-23 subsequent to possessionof the property by the lender under the provisionsof the SaRfaEsI Act, 2002. The said property hasbeen disposed off during the year ended 31st March2024 by the said lender and a net gain of ' 2,888Lakhs has been disclosed as Exceptional Items inthe Standalone Financial Statements.
B. The Lead Bank and other Banks in the consortiumhave approved the resolution plan for One TimeSettlement (OTS) submitted by the Company anddues in terms of said OTS, as per RBI circular underPrudential Framework for Resolution of StressedAssets dated 7th June 2019 has also been paid tothem. Pursuant to said OTS, write back of ' 13,990Lakhs towards waiver has been accounted forduring the year ended 31st March 2024 and thesame has been disclosed as Exceptional Item inthese Standalone Financial Statements.
Further, ' 248 Lakhs and ' 5,213 Lakhs has beenwaived by a financial institution and a promotergroup Company in terms of OTS and recasted loanagreement respectively during the year ended 31stMarch 2024 and the same has been disclosed asExceptional Item in these Standalone FinancialStatements.
C. Fair value of outstanding interest free loan of ' 9,682Lakhs from a promoter group Company namelyIndocrest Transportation Private Limited which wasassigned in their favour by the previous promoters/promoter's group of companies, has been carriedout as required in terms of Ind AS-109 and gainon fair value of ' 7,916 Lakhs has been disclosedas Exceptional Item in these Standalone FinancialStatements.
33 . Honourable adjudicating officer of the Securities andExchange Board of India (SEBI) has imposed a fine andpenalty of ' 100 Lakhs vide its order dated 30th May 2024in respect of matter relating to earlier years under section15HA and 15HB of the SEBI Act, 1992. Subsequent to theCompany's appeal on the premise of complete changein Management, The Securities Appellate Tribunal,Mumbai has stayed the operation of the impugned ordertill the next date of hearing subject to deposit of 50% ofthe penalty amount, which has been deposited duringthe financial year 2024-2025. The Company is hopefulof the resolution of the matter in Company's favour andhence no provision has been made for the above in theseStandalone Financial Statements. The next hearing dateis 3rd July 2025.
The Company aims at maintaining a strong capital base maximizing Shareholders' wealth, safeguarding businesscontinuity and augments its internal generations with a judicious use of borrowing facilities to fund spikes in workingcapital that arise from time to time as well as requirements to finance business growth.
The Company determines the amount of capital required on the basis of annual business plan coupled with longterm and short term strategic investment and expansion plans. The funding needs are met through cash generatedfrom operations, long term and short term borrowings from banks and financial institutions (Including non convertibledebentures). On requirement, the Company also borrows from related and other parties to meet its financial needs.
The capital structure of the Company consists of net debt (borrowings as detailed in Note 17 offset by cash and cashequivalents in Note 14-A, other bank balances in Note 14-B and deposits with banks including earmarked balances inNote 9A) and total equity of the Company.
Net debt includes interest bearing borrowings less cash and cash equivalents, other bank balances (including non¬current earmarked balances).
The table below summarises the capital, net debt and net debt to equity ratio of the Company.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition atfair value, grouped into Level 1 to Level 3, as described below:
Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured byreference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists ofinvestment in quoted equity shares and includes derivative contracts.
Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities,measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability,either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assetsand liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair valuesare determined in whole or in part, using a valuation model based on assumptions that are neither supported by pricesfrom observable current market transactions in the same instrument nor are they based on available market data.
The Company's activities expose it to a variety of financialrisks, including market risk, credit risk and liquidity risk.The Company continues to focus on a system-basedapproach to business risk management. The Company'sfinancial risk management process seeks to enable theearly identification, evaluation and effective managementof key risks facing the business. Backed by strong internalcontrol systems, the current Risk Management Systemrests on policies and procedures issued by appropriateauthorities; process of regular reviews/audits to setappropriate risk limits and controls; monitoring of suchrisks and compliance confirmation for the same.
The Company's Financial Instruments are exposedto market changes. The Company is exposed to thefollowing significant market risks:
• Foreign Currency Risk
• Interest Rate Risk
• Other Price Risk
Market Risk Exposures are measured using sensitivityanalysis. There has been no change to the Company'sexposure to market risks or the manner in which theserisks are being managed and measured.
Interest Rate Risk
Interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in market interest rates. The objectives of the Company's interest rate risk managementprocesses are to lessen the impact of adverse interest rate movements on its earnings and cash flows and tominimise counter party risks.
Exposure to Interest Rate Risk
The Company's interest rate risk arises from the term loans from banks carrying floating rate of interest. Theseobligations expose the Company to cash flow interest rate risk. The exposure of the Company's borrowing to interestrate changes as reported to the management at the end of the reporting period are as follows:
Price Risk
Equity price risk is related to change in market reference price of investments in equity securities held by the Company.The fair value of quoted investments held by the Company exposes the Company to equity price risks. In general,these investments are not held for trading purposes. The fair value of quoted investments in equity, classified as fairvalue through Profit & Loss as at 31st March 2025 is ' 12 Lakhs (31.03.2024: ' 15 Lakhs).
Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company mitigatesits liquidity risks by ensuring timely collections of its trade receivables, close monitoring of its credit cycle and ensuringoptimal movements of its inventories. The table below provides details regarding the remaining contractual maturitiesof significant financial liabilities at the reporting date.
The management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on thebasis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.
The maturity analysis of undiscounted lease liabilities and secured borrowings are disclosed under Note 5.3 and 17.2respectively.
c) Credit Risk
Credit risk is the risk that counter party will not meet its obligations leading to a financial loss. The Company hasits policies to limit its exposure to credit risk arising from outstanding receivables. Management regularly assess thecredit quality of its customers, on the basis which the terms of payment are decided. Credit limits are set for eachcustomer which are reviewed at periodic intervals.
For trade receivables, as a practical expedient, the Company computes credit loss allowance based on a provisionmatrix. The provision matrix is prepared based on historically observed default rates over the expected life of tradereceivables and is adjusted for forward-looking estimates. The provision matrix at the end of the reporting period isgiven below:
a) The transactions with related parties are incompliance with Section 177 and 188 of theCompanies Act, 2013, where applicable, exceptcertain transactions aggregating to ' 2,664 Lakhstill 6th February 2025 for which approval of the AuditCommittee under Section 177 of the CompaniesAct, 2013 was taken subsequently in the meetingheld on 7th February 2025.
b) Corporate Guarantee has been received fromIndocrest Defence Solutions Private Limited andStellar Advisory Services Private Limited towardsTerm Loan and Working Capital Facility availedfrom Axis Bank Limited and Bandhan Bank LimitedThe outstanding amount towards Term Loanand Working Capital Facility is ' 3,999 Lakhs and' 2,844 Lakhs for Axis Bank Limited and ' 7,500
Lakhs and ' 1,136 Lakhs for Bandhan Bank Limitedrespectively as at 31st March 2025.
c) The amounts outstanding are unsecured and will besettled in cash and cash equivalent.
d) The remuneration of Directors is determined by theNomination & Remuneration Committee havingregard to the performance of individuals and markettrends.
IV) In respect of the above parties, there is no provisionfor impairment/doubtful debts as on 31st March 2025and no amount has been written off or written backduring the year in respect of debt due from/to themexcept as disclosed above.
V) The above related party information is as identified bythe management.
During the year ended 31st March 2025 the Companydid not provide any loans or advances which remainoutstanding (repayable on demand or without specifyingany terms or period of repayment) to specified persons(Nil as on 31st March 2024).
The Company did not have any transaction withcompanies struck off during the year ended 31st March2025 and 31st March 2024.
The Company has not traded or invested in CryptoCurrency or Virtual Currency during the year ended 31stMarch 2025 and 31st March 2024.
The Company has not received any fund from anyperson(s) or entity(ies), including foreign entities(Funding Party) with the understanding (whetherrecorded in writing or otherwise) that the Company shall:(a) directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever by or onbehalf of the Funding Party (Ultimate Beneficiaries) or (b)provide any guarantee, security or the like on behalf ofthe ultimate beneficiaries.
The Company has not advanced or lent or invested fundsto any other person(s) or entity(ies), including foreignentities (Intermediaries) with the understanding that theIntermediary shall: (a) directly or indirectly lend or investin other persons or entities identified in any mannerwhatsoever by or on behalf of the Company (UltimateBeneficiaries) or (b) provide any guarantee, security orthe like to or on behalf of the ultimate beneficiaries.
41.1 Pursuant to Indian Accounting Standards 33(IndAS 33 'Earning Per Share') basic and diluted earningper share for the year ended 31st March 2024 have beenrestated for the bonus element in respect of Right Issuemade during the year ended 31st March 2025.
42. The Central Government has published The Codeon Social Security, 2020 and Industrial Relations Code,2020 ("the Codes") in the Gazette of India, inter alia,subsuming various existing labour and industrial lawswhich deals with employee related benefits includingpost - employment. The effective date of the code and therules are yet to be notified. The impact of the legislativechanges, if any, will be assessed and recognized postnotification of the relevant provisions.
43 . The Standalone Financial Statements were approvedby the Board of Directors on 26th May 2025.
44 . The Company has used two accounting software(s)for maintaining its books of account which has a featureof recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactionsrecorded in the software(s) except:
i) for software capturing payroll records where audittrail feature was not enabled; and
ii) the feature of recording audit trail (edit log) facilitywas not enabled at the database level to log anydirect changes to data when using certain accessrights for software other than that mentioned in (i)above.
Further, during the year there were no instances of theaudit trail feature being tampered with wherein suchaudit trail feature was enabled.
Furthermore, other than the consequential impact of theexceptions given above, the audit trail has been preservedby the Company as per the statutory requirements forrecord retention where such feature was enabled.
45. The previous year figures have been regrouped/reclassified wherever necessary, to conform the currentyear's classification.
Notes forming part of the Standalone Financial Statements 1- 45
In terms of our report of even date attached
For Singhi & Co. For and on behalf of Board of Directors of
Chartered Accountants TIL Limited
Firm's Registration No. 302049E
Giridhari Lal Choudhary Sunil Kumar Chaturvedi Ayan Banerjee
Partner Chairman & Managing Director Whole-Time Director
Membership No. 052112 (DIN: 02183147) (DIN: 07563764)
Place: Kolkata Kanhaiya Gupta Chandrani Chatterjee
Date: 26th May, 2025 Chief Financial Officer Company Secretary