Provisions are recognised when presentobligations as a result of a past event willprobably lead to an outflow of economicresources and amounts can be estimatedreliably. Timing or amount of the outflowmay still be uncertain. A present obligationarises when there is a presence of a legal orconstructive commitment that has resultedfrom past events, for example, legal disputesor onerous contracts. Provisions are notrecognised for future operating losses.
Provisions are measured at the estimatedexpenditure required to settle the presentobligation, based on the most reliable evidenceavailable at the reporting date, including therisks and uncertainties associated with the
present obligation. Provisions are discountedto their present values, where the time valueof money is material.
Any reimbursement that the Company canbe virtually certain to collect from a third partywith respect to the obligation is recognised asa separate asset. However, this asset may notexceed the amount of the related provision.
All provisions are reviewed at each reportingdate and adjusted to reflect the current bestestimate.
In those cases where the outflow of economicresources as a result of present obligations isconsidered improbable or remote, no liabilityis recognised.
Contingent liability is disclosed for:
• Possible obligations which will beconfirmed only by future events not whollywithin the control of the Company or
• Present obligations arising from pastevents where it is not probable that anoutflow of resources will be required tosettle the obligation or a reliable estimateof the amount of the obligation cannot bemade.
Contingent assets are not recognised.However, when inflow of economic benefits isprobable, related asset is disclosed.
o) Earnings per share
Basic earnings per equity share is computedby dividing net profit or loss for the yearattributable to the equity shareholders of theCompany by the weighted average numberof equity shares outstanding during the year.The weighted average number of equityshares outstanding during the year and for allperiods presented is adjusted for events, suchas bonus shares, other than the conversion ofpotential equity shares, that have changedthe number of equity shares outstanding,without a corresponding change in resources.
Diluted earnings per share is computedby dividing net profit or loss for the yearattributable to the equity shareholders of theCompany and weighted average numberof equity shares considered for derivingbasic earnings per equity share and also theweighted average number of equity sharesthat could have been issued upon conversionof all dilutive potential equity shares. The
dilutive potential equity shares are adjustedfor the proceeds receivable had the equityshares been actually issued at fair value (i.e.the average market value of the outstandingequity shares).
p) Fair value measurement
In determining the fair value of its financialinstruments, the Company uses a variety ofmethods and assumptions that are basedon market conditions and risks existing ateach reporting date. The methods used todetermine fair value include discounted cashflow analysis, available quoted market pricesand dealer quotes. All methods of assessingfair value result in general approximation ofvalue, and such value may never actuallybe realized. For financial assets and liabilitiesmaturing within one year from the BalanceSheet date and which are not carried at fairvalue, the carrying amounts approximatefair value due to the short maturity of theseinstruments.
Fair value is the price that would be receivedto sell an asset or paid to transfer a liabilityin an orderly transaction between marketparticipants at the measurement date,regardless of whether that price is directlyobservable or estimated using anothervaluation technique. In estimating the fairvalue of an asset or a liability, the Companytakes into account the characteristics of theasset or liability, if market participants wouldtake those characteristics into accountwhen pricing the asset or liability at themeasurement date.
In addition, for financial reporting purposes,fair value measurements are categorized intoLevel 1, 2 or 3 based on the degree to whichthe inputs to the fair value measurements areobservable and the significance of the inputsto the fair value measurement in its entirety,which are described as follows:
Level 1 inputs are quoted prices /net assetvalue (unadjusted) in active markets foridentical assets or liabilities that the companycan access at the measurement date;
Level 2 inputs are inputs, other than quotedprices included within Level 1, that areobservable for the asset or liability, eitherdirectly or indirectly; and
Level 3 inputs are unobservable inputs for theasset or liability.
Operating segments are reported in a mannerconsistent with the internal reporting providedto the chief operating decision maker.Chief operating decision maker review theperformance of the Company according tothe nature of products manufactured, tradedand services provided, with each segmentrepresenting a strategic business unit thatoffers different products and serves differentmarkets. The analysis of geographicalsegments is based on the locations ofcustomers.
r) Financial instruments
A financial instrument is defined as anycontract that gives rise to a financial assetof one entity and a financial liability or equityinstruments of another entity. Financialinstruments also include derivative contractssuch as foreign exchange forward contracts,embedded derivatives in the host contract,etc.
Initial recognition and measurement -
Financial assets and financial liabilities arerecognized when the Company becomesa party to the contractual provisions of thefinancial instrument. Financial instrument(except trade receivables) are measuredinitially at fair value adjusted for transactioncosts, except for those carried at fair valuethrough profit or loss which are measuredinitially at fair value. Trade receivables aremeasured at their transaction price unless itcontains a significant financing componentin accordance with Ind AS 115 for pricingadjustments embedded in the contract.
Subsequent measurement [Non-derivativefinancial assets]-
i. Financial assets carried at amortisedcost : A financial asset is measured atthe amortised cost, if both the followingconditions are met:
• The asset is held within a businessmodel whose objective is to holdassets for collecting contractual cashflows, and
• Contractual terms of the asset giverise on specified dates to cash flowsthat are solely payments of principaland interest (SPPI) on the principalamount outstanding.
After initial measurement, such financialassets are subsequently measured atamortised cost using the effective interestrate (EIR) method.
ii. Financial assets at fair value throughProfit & Loss (FVTPL) : Financial assets,which does not meet the criteria forcategorization as at amortized costor as FVOCI, are classified as at FVTPL.Financial assets included within the FVTPLcategory are measured at fair value withall changes recognized in the Statementof Profit & Loss.
Subsequent measurement [Non¬derivative financial liabilities]-
Subsequent to initial recognition, allnon-derivative financial liabilities aremeasured at amortised cost using theeffective interest method.
Trade Receivable
Trade receivables are initially recognisedwhen they are originated. All other financialassets and financial liabilities are initiallyrecognised when the Company becomesa party to the contractual provisions ofthe instrument. A financial asset, excepttrade receivable which are recognisedat transaction price as per Ind AS 115, orfinancial liability is initially measured atfair value plus, for an item not at fair valuethrough profit and loss (FVTPL), transactioncosts that are directly attributable to itsacquisition or issue.
Investment in Subsidiary
When an entity prepares separatestandalone financial statements, it shallaccount for investments in subsidiaries,joint ventures and associates either:
(a) at cost, or
(b) in accordance with Ind AS 109.
Company accounts for its investmentin subsidiary at cost.
Financial guarantee contracts
Financial guarantee contracts arerecognised as a financial liability at thetime the guarantee is issued. The liabilityis initially measured at fair value andsubsequently at the higher of (i) theamount determined in accordance withthe expected credit loss model as per
Ind-AS 109 and (ii) the amount initiallyrecognised less, where appropriate,cumulative amount of income recognisedin accordance with the principles of Ind AS115. The fair value of financial guarantees isdetermined based on the present value ofthe difference in cash flows between thecontractual payments required under thedebt instrument and the payments thatwould be required without the guarantee,or the estimated amount that would bepayable to a third party for assuming theobligations.
s) Impairment of financial assets
In accordance with Ind AS 109, the Companyapplies expected credit loss (ECL) model formeasurement and recognition of impairmentloss for financial assets. ECL is the weighted-average of difference between all contractualcash flows that are due to the Company inaccordance with the contract and all thecash flows that the Company expects toreceive, discounted at the original effectiveinterest rate, with the respective risks of defaultoccurring as the weights. When estimatingthe cash flows, the Company is required toconsider:
• All contractual terms of the financial assets(including prepayment and extension)over the expected life of the assets.
• Cash flows from the sale of collateral heldor other credit enhancements that areintegral to the contractual terms.
Trade receivables: In respect of tradereceivables, the Company applies thesimplified approach of Ind AS 109, whichrequires measurement of loss allowance atan amount equal to lifetime expected creditlosses. Lifetime expected credit losses arethe expected credit losses that result from allpossible default events over the expected lifeof a financial instrument.
Other financial assets: In respect of its otherfinancial assets, the Company assesses ifthe credit risk on those financial assets hasincreased significantly since initial recognition.If the credit risk has not increased significantlysince initial recognition, the Companymeasures the loss allowance at an amountequal to 12-month expected credit losses, elseat an amount equal to the lifetime expectedcredit losses.
When making this assessment, the Companyuses the change in the risk of a defaultoccurring over the expected life of thefinancial asset. To make that assessment,the Company compares the risk of a defaultoccurring on the financial asset as at thebalance sheet date with the risk of a defaultoccurring on the financial asset as at the dateof initial recognition and considers reasonableand supportable information, that is availablewithout undue cost or effort, that is indicativeof significant increases in credit risk sinceinitial recognition. The Company assumesthat the credit risk on a financial asset has notincreased significantly since initial recognitionif the financial asset is determined to have lowcredit risk at the balance sheet date.
De-recognition of financial assets: A financialasset is primarily de-recognised when thecontractual rights to receive cash flows fromthe asset have expired or the Company hastransferred its rights to receive cash flowsfrom the asset.
Subsequent measurement: Subsequent toinitial recognition, all non-derivative financialliabilities are measured at amortised costusing the effective interest method.
De-recognition of financial liabilities: A
financial liability is de-recognized when theobligation under the liability is discharged orcancelled or expires. When an existing financialliability is replaced by another from the samelender on substantially different terms or theterms of an existing liability are substantiallymodified, such an exchange or modificationis treated as the de-recognition of the originalliability and the recognition of a new liability.The difference in the respective carryingamounts is recognised in the statement ofprofit or loss.
Offsetting of financial instruments: Financialassets and financial liabilities are offset, andthe net amount is reported in the balancesheet if there is a currently enforceable legalright to offset the recognised amounts andthere is an intention to settle on a net basis,to realise the assets and settle the liabilitiessimultaneously.
t) Event after the Reporting Period
Events after the reporting period that provideadditional information about the Company's
position at the end of the reporting periodor those that indicate the going concernassumption is not appropriate are adjustingevents and are reflected in the standalonefinancial statements. Events after the end of thereporting period that are not adjusting eventsare disclosed in the notes the standalonefinancial statements when material.
u) Share based payments
Employees (including senior executives) ofthe Group receive remuneration in the form ofshare-based payments, whereby employeesrender services as consideration for equityinstruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions isdetermined by the fair value at the datewhen the grant is made using an appropriatevaluation model. Further details are given inNote 41.
That cost is recognised, together with acorresponding increase in share-basedpayment (SBP) reserves in equity, over theperiod in which the performance and/orservice conditions are fulfilled in employeebenefits expense. The cumulative expenserecognised for equity-settled transactionsat each reporting date until the vesting datereflects the extent to which the vesting periodhas expired and the Group's best estimateof the number of equity instruments thatwill ultimately vest. The expense or credit inthe statement of profit and loss for a periodrepresents the movement in cumulativeexpense recognised as at the beginningand end of that period and is recognised inemployee benefits expense.
Service and non-market performanceconditions are not taken into account whendetermining the grant date fair value of awards,but the likelihood of the conditions beingmet is assessed as part of the Group's bestestimate of the number of equity instrumentsthat will ultimately vest. Market performanceconditions are reflected within the grant datefair value. Any other conditions attached toan award, but without an associated servicerequirement, are considered to be non¬vesting conditions. Non-vesting conditionsare reflected in the fair value of an awardand lead to an immediate expensing of anaward unless there are also service and/orperformance conditions.
No expense is recognised for awards thatdo not ultimately vest because non-marketperformance and/or service conditions havenot been met. Where awards include a marketor non-vesting condition, the transactions aretreated as vested irrespective of whether themarket or non-vesting condition is satisfied,provided that all other performance and/orservice conditions are satisfied.
When the terms of an equity-settled award aremodified, the minimum expense recognisedis the grant date fair value of the unmodifiedaward, provided the original vesting terms ofthe award are met. An additional expense,measured as at the date of modification,is recognised for any modification thatincreases the total fair value of the share-based payment transaction, or is otherwisebeneficial to the employee. Where an award iscancelled by the entity or by the counterparty,any remaining element of the fair value of theaward is expensed immediately through profitor loss.
The dilutive effect of outstanding options isreflected as additional share dilution in thecomputation of diluted earnings per share.
v) Standards issued but not yet effective
a. New and amended standards adoptedby the Company
The Ministry of Corporate Affairs ("MCA")notifies new standards or amendments to
the existing standards under Companies(Indian Accounting Standards) Rules asissued from time to time. For the yearended 31 March, 2025, MCA has notifiedInd AS - 117 Insurance Contracts andamendments to Ind AS 116 - Leases, relatingto sale and leaseback transactions,applicable to the Company w.e.f. 1 April,
2024. . The Company has reviewed thenew pronouncements and based on itsevaluation has determined that it does nothave any significant impactin its financialstatements.
Ministry of Corporate Affairs ("MCA")notifies new standards or amendments tothe existing standards under Companies(Indian Accounting Standards) Rulesas issued from time to time. On May 9,
2025, MCA notifies the amendments toInd AS 21 - Effects of Changes in ForeignExchange Rates . These amendments aimto provide clearer guidance on assessingcurrency exchangeability and estimatingexchange rates when currencies are notreadily exchangeable. The amendmentsare effective for annual periods beginningon or after April 1, 2025. The Company iscurrently assessing the probable impactof these amendments on its financialstatements.
a) Nil (March 31, 2024: E 6.70 millions) of represents payment made to a party for purchase of parcel of landin Haryana, where the company is in the process of finalising the terms and conditions at previous yearbalance sheet date. The process of acquisition has completed during the year.
b) Nil (March 31, 2024: E 25.00 millions) of represents payment made to a party for purchase of parcel of landin Haryana, where the company is in the process of finalising the terms and conditions at previous yearbalance sheet date. Further the partial amount has been refunded back by the party due to decisionchanged by the Company and rest of the amount classified is under other current financials assets.
i. (a) the Board of Directors of the Company in the Board meeting dated August, 29, 2024 and Shareholdersof the Company in the Extra Ordinary General Meeting dated August 29, 2024 have approved the sub¬division of each of the equity Share of the Company having a face value of E 10/- each in the equityShare Capital of the Company be sub-divided into 10 Equity Shares having a face value of E 1/- each("Sub-division").
(b) the Board of Directors at its meeting held on August, 29, 2024, pursuant to Section 63 and other applicableprovisions, if any, of the Companies Act, 2013 and rules made thereunder, proposed that a sum of E 40.96millions be capitalized as Bonus equity shares out of free reserves and surplus, and distributed amongstthe equity Shareholders by issue of 4,09,63,300 Equity shares of E 1/- each credited as fully paid to theequity Shareholders in the proportion of 7 (in words seven) equity share for every 10 (in word ten) equityshares. It has been approved in the meeting of shareholders held on August, 29, 2024. The Board ofDirectors of the Company by circular resolution dated August 31, 2024 allotted the Bonus equity Sharesto the shareholders of the Company.
(a) Rupee loan of E 9.50 millions (March 31, 2024 : E 15.77 millions) from a Bank is secured by pari passu chargeby way of hypothecation of the respective plant, machinery , equipment, tools, spares accessories and allthe other assets which have been acquired under the scheme and located at the works at Oswal Estate,NH-1, Kutail Road, Karnal-132037(Haryana). Further, loan is secured by pledge of fixed deposit of E 7.5 millionswith the Bank. Further, loan is secured by personal guarantees of three directors and corporate guaranteeby Shorya Trading Company Private Limited and a promotor group company. Loan carries interest @ RepoRate 1.85% (Reset Monthly). The aforesaid loan is repayable in 120 equal monthly instalments from the dateof disbursement i.e. September 28, 2021.
(b) Vehicle loans aggregating E Nil (March 31, 2024 : E 9.23 millions,) from a bank is taken against vehicle financescheme and are secured by hypothecation of vehicle purchased there under and are repayable in sixtymonthly instalments over the year of loan. Loans carries interest ranging 7.10% to 8.60% per annum. the loanswere fully repaid during the year.
22.1 (a) Loans of E 1987.43 millions (March 31, 2024 : E 445.16 millions) from banks are secured against first
charge over entire current assets, both present and future and pari passu charge over the entireproperty, plant and equipment, both present and future located at Oswal Estate, NH-1, Kutail Road,Karnal-132037(Haryana) and following properties :
(a) factory on land measuring 81K-3M-4S in village Kutail - (i)Land measuring 60K-17M being '/> share of56K-18M comprised in Khewat No. 61, Khatoni No. 64, Rect. No. 119, Killa No. 7(8-0), 8(8-0), 9/1(7-16), 12/2(7-16), 13(8-0), 14/1(6-13) 18/2(7-7), 19/2/1(7-5) Kittas 8. (ii) Land measuring 20K-7M comprised in KhewatNo. 346, Khatoni No. 405, Rect. No. 119, Killa No. 6/2(4-0), 14/2(1-7), 15/1(4-0), 16/2/2(3-13), 17/2(7-7) Kittas 5Situated at Village Kutail, Tehsil Gharaunda Distt Karnal as per jamabarndi for 2021-2022.
22.1 (a) (b) 29K-0M in village Kutail - Land measuring 16K- 10 M comprised in Khewat No. 1111, Khatoni No. 1327,
Rect. No. 145, Killa No. 21/2/1(1-8), Rect. No. 146, Killa No. 25 (8-0) , Rect. No. 155, Killa No. 5(7-2) Kittas3 and land measuring 12K- 10 M comprised in Khewat No. 1112 min, Khatoni No. 1328 Min, Rect. No.155, Killa No. 6(6-16), Rect. No. 156, Killa No. 5/2/2 (1-15), 8/2 (0-4),9/1 (3-15) Kittas 4 situated at villagekutail , Tehsil Gharaunda Distt Karnal-132037.
(c) 1st Pari-Passu charge by way of equitable mortgage of Plot No. 1-P having area 532.459 sq. yardssituated at sector-12, Part-II Urban Estate Karnal-132001.
(d) 1st Pari-Passu charge by way of equitable mortgage of land measuring 7 bigha -18 biswa comprisedin khewat no. 1881//1830, Khatoni No. 2932, Khasra No. 3885(0-14) , 3887/2(1-18), 3890/2 (5-6); landmeasuring 2 bigha -15 biswa comprised in khewat no. 3255//3173, Khatoni No. 4996, Khasra No.3885/2min(2-15); land measuring 3 bigha -11 biswa comprised in khewat no. 1255/ 1226, Khatoni No.1970, Khasra No. 3888(3-11); land measuring 2 bigha -8 biswa comprised in khewat no. 2792/2718,Khatoni No. 4180, Khasra No. 3888/1/2(2-8).
Further, loan is secured by personal guarantees of four directors and corporate guarantee byShorya Trading Company Private Limited.
22.1 (c) Loans of E 662.55millions (March 31, 2024 : E 158.51) from banks were secured against first charge over
entire current assets, both present and future and second pari passu charge over the entire property,plant and equipment, both present and future located at Oswal Estate, NH-1, Kutail Road, Karnal-132037(Haryana) and properties (i) Land measuring 28K-9M being '/> share of 56K-18M comprised inKhewat No. 60, Khatoni No. 63, Rect. No. 119, Killa No. 7(8-0), 8(8-0), 14/1(6-13) Khatoni No. 64, Rect. No.
118, Killa No. 6/1(2-14), 13(8-0), 14(8-0), 15(8-0), 16/2(7-11) Kittas 8; (ii) Land measuring 32K-7M-4S being '/>share of 64K-15M comprised in Khewat No. 271, Khatoni No. 327, Rect. No. 118, Killa No. 12(2-8), Rect No. 119,Killa No. 10(8-0), 11(8-0), 20/2(7-11), Khatoni No. 328, Rect No. 119, Killa no. 9(8-0), 12(8-0), 13(8-0), 18/2(7-7),19/2(7-9), Kittas 9; (iii) Land measuring 20K-7M comprised in Khewat No. 325, Khatoni No. 386, Rect. No.
119, Killa No. 6/2(4-0), 14/2(1-7), 15/1(4-0), 16/2/2(3-13), 17/2(7-7) Kittas 5 Situated at Village Kutail, TehsilGharaunda Distt Karnal as per jamabandi for 2016-2017 and actual possession on Rect. No. 119, KillaNo. 6/2(4-0), 7(8-0), 8(8-0), 9min, 13(8-0), 14/1(6-13), 14/2(1-7), 15/1(4-0), 16/2/2(3-13), 17/2(7-7), 18/2(7-7),19/2min.
Further, loan is secured by personal guarantees of four directors and corporate guarantee by ShoryaTrading Company Private Limited.
22.2 The Company has borrowed funds from relatives of directors to comply with the requirement of infusingfunds by promotors or their relatives as stipulated by the bank at the time of sanctioning of loan to theCompany in earlier years. These loans taken from relatives can not be withdraw and if withdrawn/repaid, the Company will raise fresh unsecured loan simultaneously to maintain the same level ofpromotor's contribution.
22.3 The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate,from banks on the basis of security of current assets. The quarterly returns / statements (includingrevised) filed by the Company with such banks are materialy in agreement with the books of accountsof the Company except as follows:
$ the amount disclosed in the quarterly statement includes payables under the supply chain financingarrangement, whereas in the standalone financial statements of the Company, the same has been classifiedunder Other Current Financial Liabilities.
Note : The Company regularly submits provisional drawing power (DP) statements on a monthly basis to StateBank of India Limited, Yes Bank Limited and Citi Bank N.A. by the 15th of the following month. The DP limit iscomputed in accordance with the terms and conditions outlined in the sanction letter. Discrepancies betweenDP statement and financial statement arise since DP statements are prepared on a provisional basis afterexclusion of certain items of inventory and debtors are done as per the bank sanction letter. During the currentyear, the Company has submitted revised DP statements tallying with the books of accounts for other thanaforesaid period. In FY 24-25, the actual utilization of working capital remained within the bank sanction/DP limits.
29.1 The Company is primarily in the business of manufacturing and installation of solar and grid submersiblepumping system, solar and grid monoblock pumps and electric motors . All sales are made at a point intime and revenue recognised upon satisfaction of the performance obligations which is typically upondispatch/ installation. The Company has a credit evaluation policy based on which the credit limits forthe trade receivables are established, the Company does not give significant credit year resulting in nosignificant financing component.
Pursuant to a resolution passed in extra-ordinary general meeting dated August 29, 2024, shareholders haveapproved split of each equity share of face value of 5.10 each into ten equity shares of face value of 5. 1 each(the "Split"). Further, the Company in extra-ordinary general meeting dated August 29, 2024, have approvedthe issuance of bonus shares to the equity shareholders in the ratio of 7 shares for 10 share held. As requiredunder Ind AS 33 "Earning per share" the effect of such split/bonus is required to be adjusted for the purpose ofcomputing earning per share for all the year presented retrospectively. As a result, the effect of split/bonus hasbeen considered in these Financial Statements for the purpose of calculating of earning per share.
Except equity share option scheme, there have been no transactions involving Equity shares or Potential Equityshares between the reporting date and the date of approval of these standalone financial statement thatwould have an impact on the outstanding weighted average number of equity shares as at the year end.
$ excluding interest, which can not be determined at this stage.
a against E 24.88 millions (March 31, 2024 : E 24.88 millions) have been deposited under protest disclosedOther non-current assets.
(ii) The Company did not comply with the provisions of Section 149(1)(b) of the Companies Act, 2013, concerningthe appointment of a woman director, up to the financial year ended March 31, 2024. Consequently,the Company has submitted an application for compounding of the offence under Section 441 of theCompanies Act, 2013 with adjudicating authority, which is currently under the disposal of the relevantauthority. The impact of this non-compliance cannot be quantified at this point in time and has thereforebeen disclosed as a contingent liability.
It is not possible to predict the outcome of the pending litigations with accuracy, the Company believes,based on legal opinions received, that it has meritorious defences to the claims. The Company believesthe pending actions will not require outcome of resources embodying economic benefits and will nothave a material adverse effect upon the results of the operation, cash flows or financial condition of theCompany.
The leave obligations cover the Company's liability for privilege leave and sick leave. The amount ofprovision made during the year is 3.73 millions (March 31, 2024 - 2.82 millions). The Company does nothave an unconditional right to defer settlement for any of these obligations. However, based on the pastexperience, the Company does not expect payment of the entire amount of accrued leaves or availment ofthe entire number of accrued leaves by employees within twelve months and accordingly, amounts havebeen classified as current and non-current.
Defined Benefit Obligation (Unfunded)
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employeeswho are in continuous service for a year of 5 years are eligible for gratuity. The amount of gratuity payableon retirement/termination is the employees last drawn basic salary per month computed proportionately
Valuations are performed on certain basic set of pre-determined assumptions and other regulatoryframework which may vary over time. Thus, the Company is exposed to various risks in providing the abovegratuity benefit which are as follows:
Discount rate risk : The present value of the defined benefit obligation is calculated using discount ratebased on Government bonds. The decrease in the bond yield will increase the defined benefit obligation.
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. Thismay arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquidassets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption ofsalary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for planparticipants from the rate of increase in salary used to determine the present value of obligation will have abearing on the plan's liability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of theliability. The Company is exposed to the risk of actual experience turning out to be worse compared to theassumption.
The Company manages its capital structure and makes adjustments in light of changes in economic conditionsand the requirements of the financial covenants. To maintain or adjust the capital structure, the Company mayadjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The primaryobjective of the Company's capital management is to maximize the shareholder value. The Company's primaryobjective when managing capital is to ensure that it maintains an efficient capital structure and healthy capitalratios and safeguard the Company's ability to continue as a going concern in order to support its businessand provide maximum returns for shareholders. The Company also proposes to maintain an optimal capitalstructure to reduce the cost of capital. No changes were made in the objectives, policies or processes during theyear ended March 31, 2025 and March 31, 2024 .
For the purpose of the Company's capital management, capital includes issued capital, share premium and allother equity reserves. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents.The Company monitors capital using gearing ratio, which is net debt divided by total capital as under:
In order to achieve this overall objective, the Company's capital management, amongst other things, aimsto ensure that it meets financial covenants attached to the interest-bearing loans and borrowings thatdefine capital structure requirements. Breaches in meeting the financial covenants would permit the bank toimmediately call loans and borrowings.
According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM)approach for making decisions about allocating resources to the segment and assessing its performance.The Board of Directors which are identified as a CODM, consist of managing directors, executive directors andindependent directors. The Board of directors of Company assesses the financial performance and positionof the Company and makes strategic decisions. The business activity of the company falls within one broadbusiness segment viz. "Various types of Pumps & Motors" and substantially sale of the product is within thecountry. There are no separate reportable segments under Ind AS 108 "Operating Segments" notified underthe Companies (Indian Accounting Standard) Rules, 2015. Hence, the disclosure requirement of Ind AS 108 of'Segment Reporting' is not considered applicable.
*During the year the company has transferred balances of Solar Solution India and Solar Structure India to
Walso Solar Structure Private Limited of E 45.70 millions and E 3.47 millions respectively as at September 30,2024.
a) Transactions during the years/ years have been disclosed excluding GST, where applicable
b) All related party transactions entered during the years/ years were in ordinary course of the business. Duringthe years/ years, the Company has not recorded any impairment of receivables relating to amounts owedby related parties
c) Outstanding balances at the year end/year-end are unsecured and interest free except loans given andtaken.
d) The above information has been determined to the extent such parties have been identified on the basis ofinformation available with the Company and relied upon by the auditors
The Company maintains policies and procedures to value financial assets or financial liabilities using the bestand most relevant data available. The fair values of the financial assets and liabilities are included at the amountthat would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date.
* Investment in subsidiary and associate are measured at cost as per the Ind AS 27 "Separate Financialstatement" , hence not presented here.
B. Fair Value Hierarchy
This section explains the judgments and estimates made in determining the fair values of the financialinstruments that are:
a. Recognised and measured at fair value and
b. Measured at amortised cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Companyhas classified its financial instruments into the three levels prescribed under the accounting standard.An explanation of each level follows underneath the table.
Level 1: Hierarchy includes financial instruments measured using quoted prices. The fair value of all equity
instruments which are traded in the stock exchanges is valued using the closing price as at the reportingyear.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the counter derivatives) is determined using valuation techniques which maximize the use of observablemarket data and rely as little as possible on entity-specific estimates. If all significant inputs required tofair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument isincluded in level 3. This is the case for unlisted equity securities.
There are no transfers between level 1 and level 2 during the year.
Valuation technique used to determine fair value
The following methods and assumptions were used to estimate the fair values
a. Fair value of cash and bank and other financial assets and liabilities approximate their carrying amountslargely due to the short-term maturities of these instruments.
b. Fair value of borrowings from banks and other financial liabilities, are estimated by discounting future cashflows using rates currently available for debt on similar terms and remaining maturities.
c. Specific valuation techniques used to value financial instruments include:
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis,where applicable.
The Board of Directors of the Company have the overall responsibility for the establishment and oversight ofthe their risk management framework. The board of directors of each entity has established the processes toensure that executive management controls risks through the mechanism of property defined framework. TheCompany risk management policies are established to identify and analyse the risks faced by the Company, toset appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policiesand systems are reviewed by the board annually to reflect changes in market conditions and the Companyactivities. The Company, through its training and management standards and procedures, aims to maintain adisciplined and constructive control environment in which all employees understand their roles and obligations.
The company's audit committee oversees compliance with the Company risk management policies andprocedures, and reviews the adequacy of the risk management framework in relation to the risks faced by theCompany. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes bothregular and ad-hoc reviews of risk management controls and procedures, the results of which are reported tothe Audit Committee.
The Company has exposure to the following risks arising from financial instruments:
- Credit risk;
- Liquidity risk; and
- Market riska Credit Risk
Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrumentor customer contract, leading to a financial loss. The Company is exposed to credit risk from its operatingactivities (primarily trade receivables) and from its financing / investing activities, including deposits withbanks, mutual fund investments and foreign exchange transactions. The Company has no significantconcentration of credit risk with any counterparty.
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer.However, management also considers the factors that may influence the credit risk of its customer base,including the default risk of the industry.
Trade receivables are consisting of a large number of customers. The Management has established a creditpolicy under which each new customer is analysed individually for creditworthiness before the Company'sstandard payment and delivery terms and conditions are offered. The Company's review includes marketcheck, industry feedback, past financials and external ratings, if they are available. Sale limits are establishedfor each customer and reviewed periodically.
The Company establishes an allowance for impairment that represents its expected credit losses inrespect of trade and other receivables. The management uses a simplified approach for the purpose ofcomputation of expected credit loss for trade receivables. The Company's receivables can be classified intotwo categories, one is from the customers/ dealers in the market and second one is from the Governmentof India/State. As far as receivables from the Government are concerned, credit risk is Nil.
In monitoring customer credit risk, customers are reviewed according to their credit characteristics, includingwhether they are an individual or a legal entity, their geographic location, industry and existence of previousfinancial difficulties. The ageing analysis of the receivables has been considered from the date the invoicefalls due.
A financial guarantee contract is a contract that requires the issuer to make specified payments toreimburse the holder for a loss it incurs because a specified debtor fails to make payments when due inaccordance with the terms of a debt instrument. The Company manages and controls credit risk by settinglimits on the amount of risk it is willing to accept for individual entities within the group, and by monitoringexposures in relation to such limits. It is the responsibility of the Board of Directors to review and managecredit risk. The Company has, based on current available information and based on the policy approved bythe Board of Directors, calculated impairment loss allowance using the Expected Credit Loss (ECL) modelto cover the guarantees provided to banks. The Company has assessed the credit risk associated with itsfinancial guarantee contracts for allowance for Expected Credit Loss (ECL) as at the respective year end.The Company makes use of various reasonable supportive forward-looking parameters which are bothqualitative as well as quantitative while determining the change in credit risk and the probability of default.
The Company has developed an ECL Model that takes into consideration the stage of delinquency, Probabilityof Default (PD), Exposure at Default (EAD) and Loss Given Default (LGD).
I. Probability of Default (pd): represents the likelihood of default over a defined time horizon. The definitionof PD is taken as 90 days past due for all loans.
II. Exposure at Default (EAD): represents what is the user's likely borrowing at the time of default.
The Company's maximum exposure relating to financial guarantees is E 725.40 millions (Previous yearE Nil).
Considering the creditworthiness of entities within the group in respect of which financial guaranteeshave been given to banks, the management believes that the group entities have a low risk of defaultand do not have any amounts past due. Accordingly, no allowance for expected credit loss needs to berecognised as at respective period-ends.
Credit Risk on cash and cash equivalent, deposits with the banks is generally low as the said depositshave been made with the banks who have been assigned high credit rating by international anddomestic rating agencies.
Other than trade receivables and others reported above, the Company has no other material financialassets which carries any significant credit risk.
b Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated withits financial liabilities that are settled by delivering cash or another financial asset. The Company's approachto managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilitieswhen they are fallen due, under both normal and stressed conditions, without incurring unacceptable lossesor risking damage to the Company's reputation.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and theavailability of funding through an adequate amount of committed credit facilities to meet obligations whendue and to close out market positions. Due to the dynamic nature of the underlying businesses, Companytreasury maintains flexibility in funding by maintaining availability under committed credit lines.
Management monitors rolling forecasts of the Company's liquidity position (comprising the undrawnborrowing facilities) and cash and cash equivalents on the basis of expected future cash flows. This isgenerally carried out in accordance with practice and limits set by the Company. These limits vary bylocation to take into account requirement, future cash flow and the liquidity in which the entity operates. Inaddition, the Company's liquidity management strategy involves projecting cash flows in major currenciesand considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratiosagainst internal and external regulatory requirements and maintaining debt financing plans.
Financing Arrangement
The Company had access to the following undrawn borrowing facilities at the end of the reporting year:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because ofchanges in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and otherprice risk, such as commodity price risk and equity price risk. Financial instruments affected by market riskinclude trade payables, trade receivables, borrowings, etc.
i Foreign currency risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarilywith respect to the USD . Foreign exchange risk arises from future commercial transactions and recognisedassets and liabilities denominated in a currency that is not the company's functional currency (INR). The riskis measured through a forecast of highly probable foreign currency cash flows. The objective of the hedgesis to minimise the volatility of the rupee cash flows of highly probable forecast transactions by hedging theforeign exchange inflows on regular basis. The Company also take help from external consultants who forviews on the currency rates in volatile foreign exchange markets.
The Company does not enter into trade financial instruments including derivative financial instruments forhedging its foreign currency risk.
The Company's exposure to the risk of changes in market interest rates relates primarily to debts. To protectitself from the volatility prevailing, the Company maintain its long term borrowing on fixed interest ratethrough derivative instruments for borrowings in foreign currency, in which it agrees to exchange at specificintervals, the difference between fixed and variable interest amounts calculated by reference to an agreedupon principal amount.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on thatportion of loans and borrowings. With all other variables held constant, the Company's profit before tax isaffected through the impact on floating rate borrowings, as follows.
Commodity price risk for the Company is mainly related to fluctuations in magnets, iron and copper priceslinked to various external factors, which can affect the production cost of the Company. Since the rawmaterial costs is one of the primary costs drivers, any adverse fluctuation in prices can lead to drop inoperating margin. To manage this risk, the Company identifying new sources of supply etc. The Companyis procuring materials at spot prices. Additionally, processes and policies related to such risks are reviewedand controlled by management and monitored by the procurement team.
a. The Company recognizes the expenses of short-term leases on a straight-line basis over the lease term.During the year ended, expenses of E 2.18 millions (March 31, 2024 : E 0.27 Millions) related to short-term andlow value leases were recognised.
b. On March 31, 2025, lease liabilities were E 27.18 millions (March 31, 2024 : E 26.99 millions). The correspondinginterest expense for the year ended March 31, 2025 was E 2.18 millions (March 31, 2024 E 2.29 millions). Theportion of the lease payments recognized as a reduction of the lease liabilities and as a cash outflow fromfinancing activities amounted to E 13.58 millions for the year ended March 31, 2025 (March 31,2024 E 3.60millions).
Employee Stock Option Scheme "ESOP-2024" (herein referred as Oswal Pumps Limited ESOP-2024) was approvedby the Board of Directors in their meeting held on August 27, 2024 and by shareholders in their meeting datedAugust 27, 2024 respectively. Under ESOP-2024, Nomination and Remuneration Committee is authorised to grant77,217 options to eligible employees of the Group in one or more tranches. Options granted under ESOP-2024shall not vest earlier than a minimum vesting year of one year and not later than a maximum vesting year ofthree years from date of grant. The exercise year in respect of vested options shall be subject to maximum yearof four years commencing from the date of vesting. The options granted under ESOP-2024 carry no rights todividends and no voting rights till the date of exercise.
The fair value of the share options is estimated at the grant date using Black- Scholes Model, taking into accountthe terms and conditions upon which the share options were granted.
The Company has recognised an expense of E 9.55 Millions (March 31, 2024 : E Nil) on grant of 77,217 ESOP grantedduring the year in accordance with Ind AS 102 "Share Based Payments". The carrying amount of Employee stockoptions outstanding reserve as at March 31,2025 is E 10.55 Millions (March 31, 2024: Nil).
The exercise price of the share options is E 1 per Equity Share. There are no cash settlement alternatives foremployees.
The expected life of the share options is based on historical data and current expectations and is not necessarilyindicative of exercise patterns that may occur. The volatility is based on annualised standard deviation of thecontinuously compounded rates of return based on the peer companies and competitive stocks over a yearof time. The Company has determined the market price on grant date based on latest equity valuation reportavailable with the Company preceding the grant date.
As per transfer pricing legislation under section 92 BA of the Income -tax Act, 1961, the Company is requiredto use certain specific methods in computing arm's length price of Domestic transactions with subsidaryand associated enterprises and maintain documentation in this respect. Since law requires existence of suchinformation and documentation to be contemporanious in nature, the Company has updated the TransferPricing study to ensure that the transactions with associate enterprises undertaken are at "Arms length basis".the management is of the view that the same would not have a material impact on these standalone financialstatements.
The Company have not advanced or loaned or invested funds during current and in previous financial yearto any other person(s) or entity (ies), with the understanding that the intermediary shall:
(a) 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,
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
The Company have not received any fund during current and in previous financial year from any persons orentities with the understanding (whether recorded in writing or otherwise) that the Unit shall:
(a) 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,
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.b Undisclosed Income
The Company does not have any transactions not recorded in the books of accounts that has beensurrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during the currentand in previous years (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)in current and previous financial year.
c Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the current and inprevious financial year.
d Core Investment Company (CIC)
The Company is not a Core Investment Company (CIC) as defined in the regulations made by the ReserveBank of India. The Company has no CICs as part of the Company.
e Compliance with approved Scheme(s) of Arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on currentand in previous financial year.
f Details of Benami Property held
There are no proceedings which have been initiated or pending against the Company for holding any benamiproperty under the Prohibition of Benami Properties Transactions Act, 1988 and rules made thereunder.
The Company is not declared wilful defaulter by any bank or financial institution or Government or anyGovernment authority in current years and in previous financial year.
h Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under clause (87) of section 2 of theCompanies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017 in current year andin previous financial year.
i Registration of charge or satisfaction with Registrar of CompaniesCurrent year
The Company does not have any charges or satisfaction which are yet to be registered with ROC beyondthe statutory year.
The Company does not have any transactions with companies struck off during current and in previousfinancial year.
k The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the provisoto Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) AmendmentRules 2021 requiring companies which uses accounting software for maintaining its books of account, shalluse only such accounting software which has a feature of recording audit trail of each and every transaction,creating an edit log of each change made in the books of account along with the date when such changeswere made and ensuring that the audit trail cannot be disabled.
The Company has used accounting software (ERP) for maintaining books of accounts which has thefeature of recording audit trail (edit log) facility and has been operated throughout the year for all relevanttransactions recorded in the accounting software (ERP), except that:
i. No audit trail feature was enabled at the database level throughout the year in respect of all theaccounting software (Microsoft Navision) to log any direct data changes;
ii. In respect of accounting software, in which the feature of audit trail (edit log) was enabled but was notcapturing the nature of changes made for certain categories of transactions.
Further, where audit trail (edit log) facility was enabled and operated throughout the year and there wasno instance of the audit trail feature being tampered with. Additionally, except to the extent audit trail wasnot enabled for the previous year, the audit trail has been preserved as per the statutory requirementsfor record retention.
l. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributionsby the Company towards Provident Fund and Gratuity. The draft rules for the Code on Social Security, 2020have been released by the Ministry of Labour and Employment on November 13, 2020. The Company is inthe process of assessing the additional impact on Provident Fund contributions and on Gratuity liabilitycontributions and will complete their evaluation and give appropriate impact in the financial statements inthe year in which the rules that are notified become effective.
Subsequent to the year ended March 31, 2025, the Company has completed its IPO of 22,595,114 equity shares offace value E 1 each at an issue price of E 614 per share (including a share premium of E 613 per share) and as aresult the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSELimited (BSE) on June 20, 2025. The issue comprised of a fresh issue of 14,495,114 equity shares aggregating toE 8,900.00 millions and offer for sale of 8,100,000 equity shares by selling shareholders aggregating to E 4,973.40millions.
The accompanying notes are an integral part of the standalone financial statements.
As per our report of even date attached
For Singhi & Co. For and on behalf of Board of Directors of
Chartered Accountants Oswal Pumps Limited
Firm Registration No. 302049E
Bimal Kumar Sipani Vivek Gupta Amulya Gupta
Partner Chairman & Managing Director Whole-time director
Membership No. 088926 DIN : 00172835 DIN : 08500306
Place : Noida (Delhi-NCR) Subodh Kumar Anish Kumar
Date : July 10, 2025 Chief Financial Officer Company Secretary
ICAI Membership No. : 523198 ICSI Mebmbership No. : A41387
Place : KarnalDate : July 10, 2025