Provisions are recognised only when :
a. the Company has a present obligation (legal or constructive) as a result of a past event; and
b. it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
c. a reliable estimate can be made of the amount of the obligation.
Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time value ofmoney is material, the carrying amount of the provision is the present value of those cash flows. Reimbursement expected inrespect of expenditure required to settle a provision is recognised only when it is virtually certain that the reimbursement willbe received.
Contingent liability is disclosed in case of :
- a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settlethe obligation.
- present obligation arising from past events, when no reliable estimate is possible
- a possible obligation arising from past events where the probability of outflow of resources is not remote.
Contingent asset is not recognised in the financial statements. A contingent asset is disclosed, where an inflow of economicbenefits is probable.
Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.
Basic EPS is calculated by dividing the profit for the year attributable to equity holders of the Company by the weightedaverage number of equity shares outstanding during the financial year.
Diluted Earnings per share is calculated by dividing net profit attributable to the equity shareholders of the Company withthe weighted average number of shares outstanding during the financial year, adjusted for effects of diluting potential equityshares towards ESOP plan.
Fair value is the price at which an asset could be sold, or a liability transferred, in an orderly transaction between marketparticipants on the measurement date.
The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takesplace either :
In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liabilityis measured using those assumptions that market participants would use when pricing the asset or liability, assuming thatmarket participants act in their economic best interest.
A fair value measurement of a non-financial asset considers a market participant's ability to generate economic benefits byusing the asset in its highest and best use or by selling it to another.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are availableto measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directlyor indirectly observable.
• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement isunobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determineswhether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest levelinput that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities based on the nature,characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equityinstrument of another entity.
I. Initial recognition and measurement :
All financial assets are initially measured at fair value. However, trade receivables that do not contain a significantfinancing component are measured at transaction price. In case of financial assets not recorded at fair value throughprofit or loss (FVTPL), transaction cost is attributed to the acquisition value of the financial asset. Transaction costof financial assets carried at FVTPL is expensed in the statement of profit and loss.
II. Subsequent measurement :
For subsequent measurement, the Company classifies its financial assets in the following measurement categories :
Financial assets measured at amortised cost.
Financial assets measured at fair value (either through OCI, or through profit or loss);
The classification depends on the Company's business model for managing the financial assets and the contractualterms of cash flows.
A financial asset is measured at the amortised cost if both the following conditions are met :
a. The Company's business model objective for managing the financial asset is to hold financial assets tocollect contractual cash flows, and
b. The contractual terms of the financial asset give rise on specified dates to cash flows that are solelypayments of principal and interest on the principal amount outstanding.
This category applies to cash and bank balances, trade receivables, loans and other financial assets of theCompany (Refer note 36 for further details). Such financial assets are subsequently measured at amortisedcost using the effective interest method. The effect of the amortisation under effective interest methodis recognised as interest income over the relevant period of the financial asset under other income in theStatement of Profit and Loss. The amortised cost of a financial asset is also adjusted for loss allowance, ifany.
ii. Financial assets measured at fair value through other comprehensive income (FVTOCI)
A financial asset is measured at FVTOCI if both of the following conditions are met :
a. The Company's business model objective for managing the financial asset is achieved both by collectingcontractual cash flows and selling the financial assets, and
This category applies to certain investments in debt instruments (Refer note 36 for further details). Such financialassets are subsequently measured at fair value at each reporting date. Fair value changes are recognised in theOther Comprehensive Income (OCI). However, the Company recognises interest income and impairment lossesand its reversals in the Statement of Profit and Loss.
On derecognition of such financial assets, cumulative gain or loss previously recognised in OCI is reclassifiedfrom equity to Statement of Profit and Loss.
Further, the Company, through an irrevocable election at initial recognition, may measure certain investmentsin equity instruments at FVTOCI (Refer note 36 for further details). The Company has made such election onan instrument-by-instrument basis. These equity instruments are neither held for trading nor are contingentconsideration recognised under a business combination. Pursuant to such irrevocable election, subsequentchanges in the fair value of such equity instruments are recognised in OCI. However, the Company recognisesdividend income from such instruments in the Statement of Profit and Loss when the right to receive paymentis established, it is probable that the economic benefits will flow to the Company and the amount can bemeasured reliably. On derecognition of such financial assets, cumulative gain or loss previously recognisedin OCI is not reclassified from the equity to Statement of Profit and Loss. However, the Company may transfersuch cumulative gain or loss into retained earnings within equity.
iii. Financial assets measured at fair value through profit or loss (FVTPL)
A financial asset is measured at FVTPL unless it is measured at amortised cost or at FVTOCI as explainedabove. This is a residual category applied to all other investments of the Company excluding investments insubsidiary and associate companies (Refer note 36 for further details).
Such financial assets are subsequently measured at fair value at each reporting date. Fair value changes arerecognised in the Statement of Profit and Loss.
II. Derecognition
A financial asset is derecognised when the right to receive cash flows from the assets has expired, or has beentransferred, and the Company has transferred substantially all the risks and rewards of ownership.
In cases where Company has neither transferred nor retained substantially all the risks and rewards of the financialasset, but retains control of the financial asset, the Company continues to recognise such financial asset to the extentof its continuing involvement in the financial asset. In that case, the Company also recognises an associated liability.The financial asset and the associated liability are measured on a basis that reflects the rights and obligations thatthe Company has retained.
IV. Impairment of financial assets
The Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on theassets carried at amortised cost and FVTOCI debt instruments. The impairment methodology applied depends onwhether there has been a significant increase in credit risk. Note 37 details how the Company determines whetherthere has been a significant increase in credit risk.
For trade receivables alone, the Company applies the simplified approach permitted by ‘Ind AS 109 - Financialinstruments', which requires expected lifetime losses to be recognised from initial recognition of the receivables.
I. Initial recognition and measurement
All non-derivative financial liabilities are initially measured at fair value. In case of non-derivative financial liabilitiesnot recorded at fair value through profit or loss (FVTPL), transaction cost is attributed to the acquisition of thefinancial liability. Transaction cost of non-derivative financial liabilities carried at FVTPL is expensed in the statementof profit and loss.
II. Subsequent measurement
All financial liabilities of the Company are subsequently measured at amortised cost using the effective interestmethod (Refer note 36 for further details). The cumulative amortisation using the effective interest method of thedifference between the initial recognition amount and the maturity amount is added to the initial recognition value
(net of principal repayments, if any) of the financial liability over the relevant period of the financial liability to arriveat the amortised cost at each reporting date. The corresponding effect of the amortisation under effective interestmethod is recognised as interest expense under finance cost in the Statement of Profit and Loss.
III. Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. Whenan existing financial liability is replaced by another liability from the same lender on substantially different terms,or the terms of an existing liability are substantially modified, such an exchange or modification is treated as thederecognition of the original liability and the recognition of a new liability. The difference in the respective carryingamounts is recognised in the statement of profit or loss.
Financial assets and financial liabilities are offset, and the net amount is reported in the balance sheet if there is acurrently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, torealise the assets and settle the liabilities simultaneously.
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability isinitially measured at fair value and subsequently at the higher of the amount determined in accordance with ‘Ind AS 37 -Provisions, contingent liabilities and contingent assets' and the amount initially recognised less cumulative amortisation,where appropriate.
The fair value of financial guarantees is determined as the present value of the difference in net cash flows between thecontractual payments under the debt instrument and the payments that would be required without the guarantee, or theestimated amount that would be payable to a third party for assuming the obligations.
The Company recognises a liability to make cash distributions to equity holders when the distribution is authorised, and thedistribution is no longer at the discretion of the Company. As per the Companies Act, 2013, a distribution is authorised when itis approved by the shareholders. A corresponding amount is recognised directly in equity.
Government grants are recognised at their fair value when there is a reasonable assurance that the grant will be received, andCompany will comply with all attached conditions.
Government grants relating to income, are deferred and are recognised as other income in profit or loss in the period in whichsuch costs that these grant intends to compensate, are incurred.
Government grants relating to purchase of property, plant and equipment are initially recognised as deferred income at fairvalue. Subsequently, the grant is recognised as income in profit and loss on a systematic basis over the useful life of the asset.
The Ministry of Corporate Affairs vide notification dated 9 September 2024 and 28 September 2024 notified the Companies(Indian Accounting Standards) Second Amendment Rules, 2024 and Companies (Indian Accounting Standards) ThirdAmendment Rules, 2024, respectively, which amended/ notified certain accounting standards, and are effective for annualreporting periods beginning on or after 1 April 2024 :
• Insurance contracts - Ind AS 117; and
• Lease Liability in Sale and Leaseback - Amendments to Ind AS 116
These amendments did not have any impact on the amounts recognised in current or prior periods and are not expected tosignificantly affect the future periods.
The Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies(Indian Accounting Standards) Rules. For the year ended March 31, 2025, MCA has not notified any new standards oramendments to existing standards that significantly impact the Company.
The Company has only one class of equity shares having a par value of ' 2 per share. Each holder of the equity shares isentitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Boardof Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
The Board of Directors proposed a final dividend of ' 6 per equity share for the financial year ended 31 March 2025 (31 March2024 : ' 6 per equity share). The proposal is subject to the approval of shareholders at the Annual General Meeting to be heldand if approved, will be recognised as distributions to equity shareholders during the year ended 31 March 2026. This event isconsidered as non-adjusting event.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of thecompany after distributing all preferential amounts.
- Contract assets primarily relate to the Company's rights to consideration for work completed but not billed at thereporting date. The Contract assets are transferred to Trade receivables on completion of milestones and its relatedinvoicing.
- The Contract liabilities relate to unearned revenue and customer advances where performance obligations are yetto be fulfilled as per the contracts. The fulfilment of the performance obligations will extinguish these liabilities andrevenue will be recognised.
- The payment is due from the date of invoice and payment terms are in the range of 30 days to 120 days. TheCompany expects that the period between when the entity transfers a promised good or service to a customer andwhen the customer pays for that good or service will be less than one year. Therefore, Company does not adjust thepromised amount of consideration for the effects of financing component.
The business activities of the Company from which it earns revenue and incurs expenses; whose operating results are regularlyreviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assessits performance, and for which discrete financial information is available involve predominantly one operating segment i.e.process and project engineering.
Disclosures applicable to the entity having single reportable segment have been reported in Consolidated Financial Statements.
a) Defined contribution plans
The Company has recognised ' 112.936 (31 March 2024 : ' 95.620) towards post-employment defined contribution planscomprising of provident fund, Employee State Insurance Scheme, National Pension Scheme and superannuation fund inthe statement of profit and loss.
b) Defined benefit plan
In accordance with the Payment of Gratuity Act, 1972, the Company is required to provide post-employment benefit to itsemployees in the form of gratuity. The Company has maintained a fund with the Life Insurance Corporation of India andICICI Prudential Life Insurance to meet its gratuity obligations. In accordance with the Standard, the disclosures relatingto the Company's gratuity plan are provided below :
The above cash flows have been arrived at based on the demographic and financial assumptions.
Risk Exposure and Asset Liability Matching
Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take onuncertain long term obligations to make future benefit payments.
1) Liability Risks
i. Asset-Liability Mismatch Risk
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matchingduration with the defined benefit liabilities, the company is successfully able to neutralize valuation swingscaused by interest rate movements.
ii. Discount Rate Risk
Variations in the discount rate used to compute the present value of the liabilities may seem small, but inpractice can have a significant impact on the defined benefit liabilities.
iii. Future Salary Escalation and Inflation Risk
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 ofliabilities especially unexpected salary increases provided at management's discretion may lead to uncertaintiesin estimating this increasing risk.
The Company's principal financial liabilities, comprise lease liabilities, trade and other payables and financial guaranteecontracts. The main purpose of these financial liabilities is to finance company's operations and to provide guarantees tosupport operations of the subsidiaries. Company's principal financial assets include investments, trade and other receivables,security deposits and cash and cash equivalents, that it derives directly from its operations.
In order to minimise any adverse effects on the financial performance of the Company, it has taken various measures. Thisnote explains the source of risk which the entity is exposed to and how the entity manages the risk and impact of the same inthe financial statements.
The Company's management handles the risk management based on policies approved by the Board of Directors. Company'streasury identifies, evaluates and hedges financial risks in close co-operation with the company's operating units. The Boardprovides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchangerisk, credit risk, and investment of excess liquidity.
(A) Credit risk
Credit risk in case of the Company arises from cash and cash equivalents, trade receivables, financial assets measuredat amortised cost, corporate guarantees issued to group companies, as well as credit exposures to customers includingoutstanding receivables.
Credit risk management
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To managethis, the Company periodically assesses the reliability of customers, taking into account the financial condition, currenteconomic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are setaccordingly.
The company 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 withthe risk of default as at the date of initial recognition. It considers reasonable and supportive forward looking informationsuch as :
(i) Actual or expected significant adverse changes in business,
(ii) Actual or expected significant changes in the operating results of the counterparty,
(iii) Financial or economic conditions that are expected to cause a significant change to counterparty's ability to meetits obligations,
(iv) Significant increases in credit risk on other financial instruments of the same counterparty,
(v) Significant changes in the value of collateral supporting the obligation or in the quality of third-party guarantees orcredit enhancements.
The company provides for expected credit loss in case of trade receivables when there is no reasonable expectation ofrecovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the company etc.
The Company uses simplified approach for estimating the lifetime expected loss provision. The Company providesexpected loss based on the overdue number of days for receivables as per the provision matrix as decided by themanagement which is based on the historical experience of recoverability. Where receivables have been written off, thecompany continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries aremade, these are recognised in profit or loss.
The company follows a prudent approach to liquidity risk management by ensuring it has sufficient cash and access tocommitted credit facilities to meet its financial obligations as they fall due and to manage market positions effectively.Given the dynamic nature of its operations, the company maintains funding flexibility through available committed creditlines.
Management regularly monitors the company's liquidity position using rolling cash flow forecasts, which include cashand cash equivalents and undrawn borrowing facilities. This monitoring is aligned with internal policies and limits. TheCompany's liquidity management also includes :
- Forecasting future cash flows,
- Assessing the required level of liquid assets,
- Monitoring liquidity ratios in line with internal benchmarks and regulatory requirements, and
- Maintaining appropriate debt financing strategies.
The Company is exposed to foreign exchange risk mainly through its sales to overseas customers and purchases fromoverseas suppliers in various foreign currencies.
The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company followsestablished risk management policies, including use of derivatives like foreign exchange forward contracts to hedgeexposure to foreign currency risk, where the economic conditions match the Company's policy.
i Title deeds of immovable property not held in the name of the company
The Company does not own any immovable property whose title deeds are not in the name of the Company.
ii Details of Benami Property
The Company does not own any benami property neither any proceedings are initiated or pending against the Company underthe Prohibition of Benami Property Transactions Act, 1988.
iii Borrowings secured against current assets
Though the Company does not have any fund based borrowings from banks or financial institutions on the basis of security ofcurrent assets, it has filed quarterly returns or statements of current assets with banks or financial institutions and the sameare in agreement with the books of account read with notes given in the quarterly returns or statements.
The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.
v Relationship with Struck off Companies
As per the information available with the Company, the Company has not entered into any transactions with companies struckoff under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
vi Registration of charges with ROC
There are three charges totalling to ' 781.550 million (31 March 2024 : three charges totalling to ' 781.550 million) created infavour of banks which are pending for satisfaction. There are no outstanding dues to these banks and satisfaction of thesecharges are pending due to technical issues which are being sorted out by the Company.
vii Utilisation of Borrowed funds and share premium
The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sourcesor kind of funds) to any other person or entity, including foreign entities (Intermediaries) with the understanding (whetherrecorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Group or (ii) provide any guarantee, security or the like to or onbehalf of the Company.
viii Loans or advances to specified persons
The Company has not granted loans or advances in the nature of loans to promoters, directors, KMPs and other the relatedparties either severally or jointly with any other person, that are :
(i) repayable on demand or
(ii) without specifying any terms or period of repayment.
ix Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
x Valuation of PP&E, right-of-use assets, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or bothduring the current or previous year.
xi Utilisation of borrowings availed from banks and financial institutions
The Company does not have any borrowings availed from banks and financial institutions.
xii Compliance with number of layers of companies
The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of theCompanies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961(such as search or survey), that has not been recorded in the books of account.
xiv Disclosure pursuant to Sec 186 (4) of the Companies Act, 2013
A 1) Name : Praj Far East (Philippines) Inc.
2) Purpose : Corporate Guarantee given for working capital limit
3) Amount : 129.330 (31 March 2024 : 125.835)
4) No outstanding borrowings as on reporting date (31 March 2024 : Nil)
B 1) Name : Praj HiPurity Systems Limited
3) Amount : ' 940.000 (31 March 2024 : 940.000)
C Name : Praj GenX Limited
a) Nature of transaction : Corporate Guarantee given
i) Purpose : Corporate Guarantee given for lease payments
ii) Amount : ' 1444.564 (31 March 2024 : 324.591)
iii) Lease liability as on reporting date is ' 1388.740 (31 March 2024 : 246.595)
b) Nature of transaction : Corporate Guarantee given
i) Purpose : Corporate Guarantee given for banking facilities
ii) Amount : ' 1500.000 (31 March 2024 : Nil)
iii) Unused banking limits as on reporting date is ' 1500.000 (31 March 2024 : Nil)
c) Nature of transaction : Inter Corporate Loan given
i) Purpose : General corporate purpose
ii) Amount : ' 1567.500 (31 March 2024 : 798.500)
iii) Maximum outstanding balance is ' 1567.500 (31 March 2024 : 798.500)
iv) Rate of interest : 5-year Government Bond Yield 3.5% (31 March 2024 : SBI MCLR 2%)
D Name : Praj Projects (Tanzania) Limited
i) Purpose : Corporate Guarantee given for customer advance
ii) Amount : ' 695.878 (31 March 2024 : NIL)
iii) Customer Advance outstanding as on reporting date is ' 241.460 (31 March 2024 : NIL)
b) Nature of transaction : Inter Corporate Loan given
ii) Amount : ' 220.691 (31 March 2024 : NIL)
iii) Maximum outstanding balance is ' 220.691 (31 March 2024 : NIL)
iv) Rate of interest : 13.40% i.e. negotiated lending interest rate as published by Bank of Tanzania (31 March 2024: NA)
41 Capital managementRisk management
The Company's objectives when managing capital are to
- safeguard it's ability to continue as a going concern, so that it can continue to provide returns to shareholders andbenefits to other stakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders,return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, theCompany monitors capital on the basis of the following gearing ratio : Net debt (total borrowings net of cash and cashequivalents) divided by total 'equity' (as shown in the balance sheet).
42 The Ministry of Corporate Affairs vide notification number GSR 205 (E) dated 24th March 2021 and as amended from time totime, read with proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, for the financial year commencing April 1, 2023has prescribed, inter-alia, certain requirements related to maintenance of an audit trail emanating from accounting software.The Company had enabled the audit trail at an application level for all the tables and fields for its books of account and relevanttransactions in the accounting software used by it, in conformity with the said regulations. However, the accounting softwareused by the Company has not been enabled with the feature of audit trail log at the database layer to log direct transactionalchanges, due to the present design of the accounting software.
43 Exceptional item represents profit on sale of land located at Nasarapur, which was classified as "Asset held for sale" as of 31March 2024.
44 On 28th March 2025, a fire broke out at R&D facility, Praj Matrix, causing a temporary disruption of R&D activities for a coupleof weeks. The facility was fully insured, and a claim for the loss has already been lodged with the insurance company. TheManagement of the Company expects to recover the estimated losses, including damage to the property, and therefore, noprovision for losses has been made in the financial statements.
As per our report of even date.
For P G BHAGWAT LLP For and on behalf of the Board of Directors of Praj Industries Limited
Chartered Accountants
Firm Regn. No : 101118W/W100682
Abhijeet Bhagwat Dr. Pramod Chaudhari Shishir Joshipura Sachin Raole
Partner Chairman CEO and Managing Director CFO and Director- Resources
Membership No. : 136835 (DIN : 00196415) (DIN : 00574970) (DIN : 00431438)
Anant Bavare
Place : Pune Company Secretary
Date : 29 April 2025 (M.No. : ACS21405)